OptiCare Health Systems, Inc. in Acquisition Discussions With Refac

OptiCare Health Systems, Inc. in Acquisition Discussions With
Refac 


WATERBURY, Conn., April 8  /PRNewswire-FirstCall/ -- OptiCare Health Systems,
Inc. (AMEX:OPT) announced today that Refac (AMEX:REF), an affiliated company,
has expressed interest in exploring an acquisition of OptiCare in a stock
transaction and that OptiCare and Refac have entered into discussions regarding
same.  Refac also announced today that it has entered into acquisition
discussions with U.S. Vision, Inc., another affiliated company, which is
privately-held and operates the 6th largest retail optical chain in the United
States.

OptiCare, Refac and U.S. Vision are all controlled by Palisade Concentrated
Equity Partnership, L.P. ("Palisade"), which beneficially owns approximately
84% of OptiCare's outstanding common stock (on a fully diluted basis), 90% of
Refac's outstanding common stock and 88% of U.S. Vision's outstanding common
stock.

Refac was incorporated in 1952 and for most of its history, was engaged in
intellectual property licensing activities.  During the period from 1997 to
2002, it was also engaged in the business of product development and graphic
design and had invested these creative resources, together with its licensing
skills, in certain product development ventures.  In March 2002, Refac
announced plans to reposition itself for sale or liquidation and by the end of
2002, it had disposed of all of its operating segments with the exception of
its licensing business and it has limited the operations of that segment to
managing certain existing license agreements and related contracts.  On
February 28, 2003, Refac completed a merger with a wholly-owned subsidiary of
Palisade pursuant to which Palisade acquired control of Refac and, in May 2003,
Palisade increased its ownership to approximately 90% through an additional
cash investment of $17 million.  Palisade had indicated that it intended to use
Refac as a vehicle for making acquisitions and the purpose of the stock
purchase transaction was to provide Refac with additional capital for making
these acquisitions.  As of December 31, 2004, Refac reported a net worth of
$31,197,000 with approximately $29,000,000 available for acquisitions.

U.S. Vision, a privately held company, is a leading store-within-a-store
retailer of optical products and services with net revenues of approximately
$128 million during its most recent fiscal year. It operates 518 locations in
47 states and Canada, consisting of 506 licensed departments and 12
freestanding stores.

"We are very excited about the possibility of combining these companies," said
a representative of Palisade.  "We are committed to the retail optical business
through our control positions in OptiCare and U.S. Vision and believe that both
of these companies have good potential for organic growth, which will be
enhanced by Refac's strong financial condition.  In addition to OptiCare's and
U.S. Vision's growth possibilities, the consolidation in the retail optical
industry presents an opportunity for additional growth through acquisition. 
Finally, we know the management of all three companies and believe that they
will work together to take advantage of the cost savings made possible through
this combination."

Christopher J. Walls, OptiCare's President and Chief Executive Officer, stated
that "OptiCare's Board of Directors has formed an independent committee to
consider, evaluate and negotiate the potential transaction and then make a
recommendation to the Board."

About OptiCare Health Systems, Inc.

OptiCare Health Systems, Inc. is an integrated eye care services company
focused on vision benefits management and consumer vision services, including
medical, surgical and optometric services and optical retail.

                      CAUTIONARY STATEMENT REGARDING
                        FORWARD-LOOKING STATEMENTS



This News Release includes certain statements of the Company that may
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and which are made pursuant to the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements include
statements concerning the potential transaction with Refac, as well as plans,
objectives, goals, strategies, future events, or performance, and any
underlying assumptions and statements that are not statements of historical
fact. When used in this News Release, the words "expects," "anticipates,"
"estimates," "plans," "intends," "projects," "predicts," "believes," "may" or
"should," and similar expressions, are intended to identify forward-looking
statements.  These forward-looking statements based upon the beliefs of
management and assumptions made by and information currently available to the
Company.  These statements reflect the current view of the Company's management
with respect to future events.  Many factors could cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance, or achievements that may be expressed or implied
by such forward-looking statements, including, but not limited to, the
Company's ability to come to acceptable terms with Refac  or, if it does come
to terms, that Refac's acquisition of the Company will prove to be beneficial
for the Company and its stockholders.  Investors are cautioned that all
forward-looking statements involve those risks and uncertainties detailed in
the Company's filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
Forward-looking statements speak only as of the date they are made and the
Company undertakes no duty or obligation to update any forward-looking
statements in light of new information or future events. 

DATASOURCE: OptiCare Health Systems, Inc.



CONTACT:  William A. Blaskiewicz, CFO of OptiCare Health Systems, Inc.,

[phone]

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