Refac Appoints Jeffrey A. Cole as a Director

Refac (AMEX: REF) announced today that on January 19,
2006, its Board of Directors appointed Jeffery A. Cole as a member of
the Board and established an executive committee, electing Mr. Cole,
together with Robert L. Tuchman, Melvin Meskin, Jeffrey D. Serkes and
Dan Veru, as its initial members.
   In June 2005, Refac engaged Cole Limited, Inc., a consulting firm
headed by Mr. Cole, to provide consulting services in connection with
Refac's proposed acquisition of two affiliated companies, OptiCare
Health Systems, Inc. and U.S. Vision, Inc. OptiCare, a public company
listed on the American Stock Exchange, operates 18 retail optical
centers in Connecticut and is a managed vision care provider in the
United States. U.S. Vision, a privately held company, operates 526
retail optical locations in 47 states and Canada, consisting of 518
licensed departments and 9 freestanding stores. In connection with the
consulting arrangement, Cole Limited received options to purchase
50,000 shares of Refac common stock. Additionally, in July 2005, Cole
Limited purchased 50,000 shares of Refac's common stock at a price of
$4.92 per share.
   From 1984 to June 2003, Mr. Cole served as the chairman and chief
executive officer of Cole National, one of the largest U.S. optical
retailers, operating more than 2,100 retail locations through Pearle
Vision, Sears Optical, Target Optical and BJ's Optical, and a leading
provider of managed vision care services through Cole National Managed
Vision. He remained on Cole National's board until October 2004 when
it was acquired by Luxottica S.p.A., the leading optical retailer in
the U.S., Canada, Australia, New Zealand and Hong Kong. He is a member
of the supervisory board of directors of Pearle Europe, B.V., the
leading optical retailer in Europe with retail optical locations in
the Netherlands, Belgium, Germany, Denmark, Austria, Czechoslovakia,
Hungary, Italy, Norway, Poland, Portugal, Estonia, Sweden, Finland and
Kuwait. Since 1990, he has also served as a director of Hartmarx
Corporation, which produces and markets business, casual and golf
apparel. He is also a director of Fortunoff, a specialty retailer of
home furnishings and jewelry in the New York tri-state area, and a
trustee of the Cleveland Clinic Foundation, one of the world's largest
and most prestigious health centers with operations that include the
Cole Eye Institute, a leading research and treatment center for eye
related matters.
   "It is my pleasure to welcome Jeff Cole to the board," said Melvin
Meskin, chairman of Refac's board of directors. "Jeff's distinguished
business career and insight in the retail optical industry sector make
him an outstanding addition to our board. We look forward to his
contributions toward the strategic development of the company."

   ADDITIONAL INFORMATION ABOUT THE MERGERS AND WHERE TO FIND IT:

   This press release does not constitute an offer to sell or a
solicitation of an offer to buy and does not constitute an offer,
solicitation, or sale in any jurisdiction. On December 15, 2005, Refac
filed with the SEC a registration statement on Form S-4 that includes
a joint proxy statement to stockholders of Refac and stockholders of
OptiCare and other relevant documents in connection with the proposed
transactions. Once this registration statement has been declared
effective by the SEC, the joint proxy statement/prospectus included in
the registration statement will be mailed to stockholders of Refac,
OptiCare and U.S. Vision. INVESTORS AND SECURITYHOLDERS OF REFAC,
OPTICARE AND U.S. VISION ARE URGED TO READ THE JOINT PROXY AND
INFORMATION STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REFAC, OPTICARE AND U.S.
VISION AND THE PROPOSED TRANSACTIONS. Investors and securityholders
may obtain a free copy of these materials (when they are available)
and other documents filed with the Securities and Exchange Commission
at the SEC's web site at www.sec.gov. A free copy of the joint proxy
and information statement/prospectus may also be obtained from
Corporate Secretary of Refac, One Bridge Plaza, Suite 550 Fort Lee,
New Jersey 07024 or from Refac's website at www.refac.com. In
addition, investors and securityholders may access copies of the
documents filed with the SEC by OptiCare on OptiCare's web site at
www.opticare.com, and investors and security holders may access copies
of the documents filed with the SEC by Refac on Refac's web site at
www.refac.com. Refac and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from its
stockholders with respect to the proposed transactions. Information
regarding the interests of these officers and directors in the
proposed transactions will be included in the joint proxy and
information statement/prospectus.

   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.
These forward-looking statements and other information relating to the
Company are based upon the beliefs of management and assumptions made
by and information currently available to the Company. Forward-looking
statements include statements concerning plans, objectives, goals,
strategies, future events, or performance, as well as underlying
assumptions and statements that are other than statements of
historical fact, including statements regarding the Company's
acquisition plans. When used in this document, the words "expects,"
"anticipates," "estimates," "plans," "intends," "projects,"
"predicts," "believes," "may" or "should," and similar expressions,
are intended to identify forward-looking statements. 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, whether the proposed mergers with OptiCare and
U.S. Vision will prove to be beneficial acquisitions for the Company.
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.