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Published on 1/13/2005 in the Prospect News PIPE Daily.

New Issue: OptiCare raises $4.45 million in preferred stock private placement

By Sheri Kasprzak

Atlanta, Jan. 13 - OptiCare Health Systems Inc. has received $4,445,000 in a private placement.

The company sold 280,618 shares of series D preferred stock at $15.84 each to Palisade Concentrated Equity Partnership and Linda Yimoyines.

Each preferred is convertible into 40 common shares at a price based on the closing market price for five days before the transaction.

In other news at OptiCare, the company sold the assets and liabilities of its distribution division to the company's chief executive officer, Dean Yimoyines, for $4.15 million. Yimoyines subsequently resigned from his post.

The company plans to use the proceeds from the both the private placement and the sale of its distribution division to pay down debt.

OptiCare, based in Waterbury, Conn., is an eye-care services company specializing in vision benefits management and consumer vision services.

Issuer:OptiCare Health Systems Inc.
Issue:Series D preferred stock
Amount:$4,445,000
Shares:280,618
Price:$15.84
Conversion price:Determined by the closing price for five days before conversion
Conversion ratio:Into 40 shares
Warrants:No
Investors:Palisades Concentrated Equity Partnership and Linda Yimoyines
Settlement date:Jan. 13
Stock price:$0.42 at close Jan. 12

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