Amendment to Subordinated Promissory Note between Refac and OptiCare Health Systems, Inc.

Summary

This amendment, dated January 25, 2006, modifies the terms of a $1,000,000 Subordinated Promissory Note originally issued on September 1, 2005, between Refac and OptiCare Health Systems, Inc. The amendment extends the deadline for completing a merger between the companies to April 30, 2006. If the merger is not completed by that date, the note's maturity date will be June 30, 2006; otherwise, the original maturity date of January 25, 2007, remains. The amendment is effective upon signature by both parties.

EX-10.1 2 file002.htm AMENDMENT

EXHIBIT 10.1 January 25, 2006 Dean J. Yimoyines, M.D. Chief Executive Officer OPTICARE HEALTH SYSTEMS, INC. 87 Grandview Avenue Waterbury, CT 06708 RE: AMENDMENT TO PROMISSORY NOTE -------------------------------- Dear Dean: Reference is made to the Subordinated Promissory Note (the "Note"), dated September 1, 2005, in the principal sum of $1,000,000. Under the terms of the Note, the Maturity Date (as defined therein) is January 25, 2007, except that it is accelerated to March 31, 2006 in the event that the merger between our companies is not consummated on or before January 31, 2006. Given the fact that the merger will not be completed on or before such date, we have agreed to change the outside completion date to April 30, 2006. Accordingly, let this letter serve to confirm our agreement to amend Paragraph 1 (a) of the Note to read in its entirety as follows: "The entire principal balance, together with any accrued but unpaid interest and charges due on any late payments shall be due and payable on January 25, 2007 (the "Maturity Date"). Notwithstanding the foregoing or anything herein to the contrary, if the merger provided for in the Merger Agreement (the "Merger Agreement"), dated August 22, 2005, between Refac, OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. ("OHS"), as amended, is not completed on or before April 30, 2006, the Maturity Date shall be June 30, 2006." If the foregoing correctly reflects your understanding, kindly sign and return a copy of this letter, whereupon it shall constitute a binding amendment to the Note. Sincerely, REFAC /s/ Robert L. Tuchman --------------------------- By: Robert L. Tuchman Chief Executive Officer The foregoing is hereby confirmed and agreed as of the date above written: OPTICARE HEALTH SYSTEMS, INC. By: /s/ Dean J. Yimoyines --------------------------------- Dean J. Yimoyines Chief Executive Officer OPTICARE EYE HEALTH CENTERS, INC. By: /s/ Dean J. Yimoyines ---------------------------------- Dean J. Yimoyines Chief Executive Officer cc: CapitalSource Finance, LLC