Refac Reports First Quarter Results; Change in Board of Directors

Refac (AMEX: REF) today reported that it had net income
for the three months ended March 31, 2005 of $882,000 or $0.13 per
share, on a diluted basis. During the same period in 2004, the Company
had a net loss of $169,000 or ($0.02) per share, on a diluted basis.
   Revenues and expenses from continuing operations for the three
months ended March 31, 2005 were $1,839,000 and $616,000,
respectively, as compared to $403,000 and $750,000, respectively, for
the same period in 2004. Revenues increased by $1,436,000 in the first
quarter of 2005 primarily due to the non-recurring settlement payment
of $1,500,000 relating to a lawsuit brought by a former client of
Refac Licensing, Inc. against Taco Bell Corp., offset by a $64,000
decline in revenues relating to the Company's agreement with Patlex
Corporation and revenues from related party consulting services.
   General and administrative expenses were $131,000 lower in the
first quarter of 2005 as compared to 2004. This reduction is primarily
the result of a decrease in management incentive compensation and
executive search firm retainer fees of $263,000, offset by an increase
in net rent and professional fees of $120,000.

   Change in Board of Directors

   Mark S. Hoffman, a Managing Director and member of Palisade
Capital Management, L.L.C. ("PCM"), has been a director of the Company
since the closing of its merger with a subsidiary of Palisade
Concentrated Equity Partnership, L.P. ("Palisade") on February 28,
2003. As part of a realignment of portfolio company assignments at
PCM, Mr. Hoffman has resigned from the Company's Board effective as of
May 9, 2005. On the same date, the Board elected Dennison (Dan) T.
Veru, who is the Executive Vice President and a member of PCM, to fill
the vacancy. PCM is the investment manager to Palisade, which owns
approximately 90% of the Company's outstanding common stock.

   Pending Acquisition Discussions

   On April 8, 2005, the Company announced that it had entered into
acquisition discussions with two affiliated companies, U.S. Vision,
Inc. ("U.S. Vision"), which operates 518 retail optical locations in
47 states and Canada, consisting of 506 licensed departments and 12
freestanding stores, and OptiCare Health Systems, Inc. ("OptiCare"),
which operates 18 retail optical centers in the State of Connecticut
and is a managed vision care provider in the United States. Refac,
U.S. Vision and OptiCare are all controlled by Palisade, which owns
88% of U.S. Vision's outstanding common stock and 84% of OptiCare's
outstanding common stock (on a fully diluted basis). These discussions
are continuing and, as a result, the asset management search the
Company had been pursuing is currently on hold.
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*T
                                 Refac
                           Operating Results


                                                  Three Months Ended
                                                       March 31,
                                                     (Unaudited)
                                               ----------------------
                                                     2005       2004
                                               ----------- ----------
Total revenues                                 $1,839,000   $403,000

Net income (loss) from continuing operations      882,000   (174,000)

Income from discontinued operations, net of taxes       -      5,000

Net income (loss)                                $882,000  ($169,000)

Income (loss) per diluted share from continuing
 operations                                         $0.13     ($0.02)

Income per diluted share from discontinued
 operations                                             -          -

Net income (loss) per diluted share                 $0.13     ($0.02)

Number of diluted shares                        6,993,393  6,988,228


                    CAUTIONARY STATEMENT REGARDING
                      FORWARD-LOOKING STATEMENTS
*T

   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, the Company's ability to come to acceptable terms
with U.S. Vision and/or OptiCare or, if it does come to terms, that
these 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.