SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

REFAC OPTICAL GROUP

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

758960108

(CUSIP Number)

Bradley R. Goldman, Esq.
Palisade Capital Management, L.L.C.
One Bridge Plaza
Suite 695
Fort Lee, New Jersey 07024
(201) 585-5433

With a copy to:
Fred B. Green, Esq.
Forrest O. Dillon, Esq.
Bodman LLP
6th Floor at Ford Field
1901 St. Antoine Street
Detroit, Michigan 48226
(313) 259-7777

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 23, 2007

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Palisade Capital Management, L.L.C.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	22-3330049
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	New Jersey
		7	SOLE VOTING POWER:
NUMBER OF			15,803,315
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			15,803,315
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	15,803,315
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	89.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IA

* Palisade Capital Management, L.L.C. (“Palisade”), a New Jersey limited liability company, is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“PCEP”), the direct owner of 15,803,315 shares of common stock of Refac Optical Group, a Delaware corporation (the “Issuer”) with absolute discretion over PCEP’s investment strategy and objectives. Palisade Concentrated Holdings, LLC, a Delaware limited liability company (“PCH”), serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

2

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Palisade Concentrated Equity Partnership, L.P.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	22-3699993
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			15,803,315
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			15,803,315
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	15,803,315
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	89.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the direct owner of 15,803,315 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

3

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Palisade Concentrated Holdings, L.L.C.*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	No. 22-3699991
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
NUMBER OF			15,803,315
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			15,803,315
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	15,803,315
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	89.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the direct owner of 15,803,315 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

4

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Dennison T. Veru*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			15,803,315
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			15,803,315
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	15,803,315
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	89.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the direct owner of 15,803,315 shares of common stock of the Issuer, with absolute discretion over PCEP's investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP's investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

5

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Steven E. Berman*
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			1,580
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			15,803,315
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,580
WITH		10	SHARED DISPOSITIVE POWER:
			15,803,315
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	15,804,895
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	89.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* Palisade is an SEC registered investment advisor that has discretionary authority over the accounts of its clients. Palisade is the investment manager of PCEP, the direct owner of 15,803,315 shares of common stock of the Issuer, with absolute discretion over PCEP’s investment strategy and objectives. PCH serves as the General Partner of PCEP. PCH may at any time either alone or in collaboration with Palisade take over the making, varying or disposal of PCEP’s investments. Dennison T. Veru is the managing member of Palisade. Steven E. Berman is the designated managing member of PCH.

6

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Dean J. Yimoyines
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			103,436
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			264,955*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			103,436
WITH		10	SHARED DISPOSITIVE POWER:
			264,955*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	368,391 (includes options to acquire 94,940 shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	2.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

* These shares are held by Dean Yimoyines’ spouse, Linda Yimoyines.

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CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: Linda Yimoyines
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			264,955
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			103,436*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			264,955
WITH		10	SHARED DISPOSITIVE POWER:
			103,436*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	368,391 (includes options to acquire 94,940 shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	2.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

*These shares are held by Linda Yimoyines’ spouse, Dean Yimoyines.

8

CUSIP No. 758960108 

1	NAMES OF REPORTING PERSONS: William A. Schwartz, Jr.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   þ
	(b)   o
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	USA
		7	SOLE VOTING POWER:
NUMBER OF			417,547
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			417,547
WITH		10	SHARED DISPOSITIVE POWER:
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	417,547 (includes option to acquire 62,115 shares and warrants to acquire 161,560 shares)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	2.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

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Item 1.   Security and Issuer

This Amendment No. 11 of Palisade Capital Management, L.L.C. (“Palisade”), Palisade Concentrated Equity Partnership, L.P. (“PCEP”), Palisade Concentrated Holdings, L.L.C. (“PCH”), Dennison T. Veru (“Veru”), Steven E. Berman (“Berman”), Dean J. Yimoyines (“D. Yimoyines”), Linda Yimoyines (“L. Yimoyines”) and William A. Schwartz, Jr. (“Schwartz”), amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D filed with the Securities and Exchange Commission on April 12, 2002 and amended by Amendment No. 1 filed on April 23, 2002, Amendment No. 2 filed on April 29, 2002, Amendment No. 3 filed on October 25, 2002, Amendment No. 4 filed on March 3, 2003, Amendment No. 5 filed on April 14, 2003, Amendment No. 6 filed on May 20, 2003, Amendment No. 7 filed on May 30, 2003, Amendment No. 8 filed on February 12, 2004, Amendment No. 9 filed on September 2, 2005, and Amendment No. 10 filed on March 15, 2006 (together, the “Schedule 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Refac Optical Group, a Delaware corporation, whose address is 5 Harmon Drive, Blackwood, New Jersey 08012 (the “Issuer”). Except as discussed herein, there has been no change in the information previously reported on Schedule 13D.

Item 2.   Identify and Background

Item 2 is hereby restated in its entirety.

(1) Palisade Capital Management, L.L.C. (“Palisade”)

(a)	Name: Palisade Capital Management, L.L.C.
(b)	Residence or Business Address: One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Investment Adviser
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Place of Organization: New Jersey

(2) Palisade Concentrated Equity Partnership, L.P. (“PCEP”)

(a)	Name: Palisade Concentrated Equity Partnership, L.P.
(b)	Residence or Business Address: One Bridge Plaza, Suite 695, Fort Lee,
	New Jersey 07024
(c)	Principal Business: Investment Limited Partnership
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Place of Organization: Delaware

(3) Palisade Concentrated Holdings, L.L.C. (“PCH”)

(a) Name: Palisade Concentrated Holdings, L.L.C.

10

(b)	Residence or Business Address: One Bridge Plaza, Suite 695, Fort Lee,
	New Jersey 07024
(c)	Principal Business: General Partner of PCEP
(d)	Criminal Convictions; None
(e)	Civil Proceedings: None
(f)	Place of Organization: Delaware

(4) Dennison T. Veru

(a)	Name: Dennison T. Veru
(b)	Residence or Business Address: c/o Palisade Capital Management, L.L.C.,
	One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Managing Member, Palisade
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

(5) Steven E. Berman

(a)	Name: Steven E. Berman
(b)	Residence or Business Address: c/o Palisade Capital Management, L.L.C., One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024
(c)	Principal Business: Vice Chairman, Palisade; Designated Managing Member, PCH
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

(6) Dean J. Yimoyines

(a)	Name: Dean J. Yimoyines
(b)	Residence or Business Address: c/o OptiCare Health Systems, Inc.,
	87 Grandview Avenue, Waterbury, Connecticut 06708
(c)	Principal Business: President and Chief Executive Officer, Opticare, P.C.;President OptiCare Health Systems, Inc.
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

(7) Linda Yimoyines

(a)	Name: Linda Yimoyines
(b)	Residence or Business Address: P.O. Box 809, Middlebury, Connecticut 06862

11

(c)	Principal Business: Vice President of AECC Pearlman Buying Group, LLC
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

(8) William A. Schwartz, Jr.

(a)	Name: William A. Schwartz, Jr.
(b)	Residence or Business Address: c/o U.S. Vision, Inc., 1 Harmon Drive,
	Glen Oaks Industrial Park, Glendora, New Jersey 08209
(c)	Principal Business: Chief Executive Officer and President of U.S. Vision, Inc.
(d)	Criminal Convictions: None
(e)	Civil Proceedings: None
(f)	Citizenship: United States

Item 3.   Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following language at the end thereof:

     Pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among Issuer, OptiCare Merger Sub, Inc. and OptiCare Health Systems, Inc. (“OptiCare”) on March 6, 2006, (i) 180,000 shares of OptiCare common stock held by D. Yimoyines were converted into 8,496 shares of Common Stock, (ii) options to acquire 2,011,450 shares of OptiCare common stock held by D. Yimoyines were converted into options to acquire 94,940 shares of Common Stock and (iii) 6,510,391 shares of OptiCare common stock held by L. Yimoyines were converted into 264,955 shares of Common Stock. In addition, pursuant to the Agreement and Plan of Merger, dated August 22, 2005, as amended, by and among Issuer, USV Merger Sub, Inc. and U.S. Vision, Inc. (“U.S. Vision”), on March 6, 2006, (i) 568,177 shares of U.S. Vision common stock held by Schwartz were converted into 193,872 shares of Common Stock, and (ii) options and warrants to acquire 540,147 shares of U.S. Vision common stock held by Schwartz were converted into options and warrants to acquire 223,675 shares of Common Stock.

Item 4.   Purpose of Transaction

Item 4 is amended to add the following paragraphs:

     PCEP, Berman, D. Yimoyines, L. Yimoyines and Schwartz (collectively, the “Participants”), have agreed to contribute 16,272,218 shares of the Common Stock held by them to ROG Acquisition, Inc. (“Parent”), a Delaware corporation formed and controlled by the Participants for the purpose of holding the Participants’ current shares of the Issuer and merging with the Issuer. In return for the contribution of their shares of Common Stock to Parent (which as of February 23, 2007 and pro forma for the contribution of shares of Common Stock thereto immediately prior to a contemplated merger of Parent with and into Issuer, collectively represents 91.7% of the Issuer’s issued and outstanding shares of Common Stock), the Participants will receive shares of Parent pursuant to a written agreement executed on February 23, 2007 (the “Contribution Agreement”). The Contribution Agreement is attached hereto as Exhibit 2, and any description thereof is qualified in its entirety by reference thereto. The contribution of

12

shares will be made in connection with a merger pursuant to which (i) Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Parent, the Issuer, and any public stockholders who have properly perfected their statutory appraisal rights under the Delaware General Corporate Law (“DGCL”)) will be converted into the right to receive $6.00 in cash and (ii) each share of Parent’s capital stock issued and outstanding immediately prior to the merger will be converted into one share of the Common Stock of the Issuer (the “Proposed Transaction”). Options and warrants which are currently outstanding will either be cancelled immediately following the effective date of the merger (assuming the holder of the option or warrant agrees to a cancellation of such option or warrant) or will remain outstanding after the merger pursuant to their terms. Consummation of the Proposed Transaction will result in the Participants owning all of the outstanding equity interests of the Issuer (except for such holders of options and warrants who do not cancel such options or warrants).

     Prior to the Merger, the Participants will contribute their Common Stock to Parent. After the completion of the applicable regulatory review of reporting persons' filings, Parent will execute and file a Certificate of Ownership and Merger (the “Certificate”) with the Secretary of State of Delaware pursuant to which Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Parent, the Issuer, and any public stockholders who have properly perfected their statutory appraisal rights under the DGCL) will be converted into the right to receive $6.00 in cash. The form of the Certificate is attached hereto as Exhibit 3, and any description thereof is qualified in its entirety by reference thereto. Under the DGCL, because Parent will hold over 90% of the Common Stock, Parent will have the power to execute and file the Certificate and effect the transactions contemplated thereby without a vote of the Issuer’s board of directors or its stockholders.

     The Proposed Transaction, if consummated, contemplates that the Issuer will be the surviving corporation and that the Participants will own all of the outstanding equity interests of the Issuer (except those interests represented by such holders of options and warrants who do not agree to the cancellation of such options or warrants). The Participants intend to cause the Issuer to terminate the registration of the Common Stock under Sections 12(g) and 15(d) of the Act, which will result in the suspension of Issuer’s duty to file reports with the Securities and Exchange Commission pursuant to the Act. In addition, the Participants intend to cause the shares of the Common Stock of the Issuer to cease to be listed on the American Stock Exchange. Except as set forth herein, the business and operations of Issuer will be conducted by Issuer substantially as they are currently being conducted. The reporting persons intend to continue to evaluate the business and operations of Issuer with a view to maximizing Issuer’s potential, and will take such actions as they deem appropriate under the circumstances and market conditions then existing.

     The reporting persons do not currently have any commitment or agreement and are not currently negotiating for the sale of any of Issuer’s businesses. The reporting persons will review management needs and may make material changes in the composition of Issuer’s current management and anticipates reducing the size of Issuer’s board of directors.

     Except as otherwise described in this Section 13D, Issuer has not, and the reporting persons have not, as of the date of this Schedule 13D, approved any specific plans or proposals for:

• the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

• any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Issuer or any of its subsidiaries after the completion of the Proposed Transaction;

13

• a sale or transfer of a material amount of assets of Issuer or any of its subsidiaries after the completion of the Proposed Transaction;

• any material change in the present capitalization or dividend policy of the Issuer;

• any other material change in Issuer’s corporate structure;

• changes in Issuer’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of Issuer; or

• any action similar to any enumerated above.

Item 5.   Interest in Securities of the Issuer

     Palisade, PCH and PCEP

     As of February 23, 2007, PCEP directly owns 15,803,315 shares of the Issuer’s Common Stock. Palisade serves as the investment manager to PCEP with absolute discretionary authority to vote and dispose of the Common Stock. PCH serves as PCEP’s General Partner. PCH may at any time, either alone or in collaboration with Palisade take over the making, varying, or disposal of PCEP’s investments. Dennison T. Veru is the Managing Member of Palisade. Steven E. Berman is the Designated Managing Member of PCH. Accordingly, Palisade, PCEP, PCH, Veru and Berman may be deemed beneficial owners of such 15,803,315 shares. The 15,803,315 shares of Common Stock represent approximately 89.0% of the outstanding shares of Common Stock.

     Steven E. Berman

     Berman directly owns 1,580 shares of the Issuer’s Common Stock. He has the sole voting and dispositive power over his 1,580 shares of Common Stock. The 1,580 shares of Common Stock represent approximately .01% of the outstanding shares.

     Dean J. Yimoyines

     D. Yimoyines currently owns 8,496 shares of Common Stock and options to acquire an additional 94,940 shares of Common Stock together equaling approximately 0.6% of the outstanding shares of Common Stock. D. Yimoyines has sole voting and dispositive authority over his 103,436 shares of Common Stock. D. Yimoyines and L. Yimoyines are married; accordingly, D. Yimoyines may be deemed to share voting and dispositive authority of her 264,955 shares of Common Stock.

     Linda Yimoyines

     L. Yimoyines currently owns 264,955 shares of Common Stock which represent approximately 1.5% of the outstanding shares of Common Stock. L. Yimoyines has sole voting and dispositive authority over her 264,955 shares of Common Stock. L. Yimoyines and D. Yimoyines are married; accordingly, L. Yimoyines may be deemed to have voting and dispositive authority over his 8,496 shares of Common Stock and his options to acquire an additional 94,940 shares of Common Stock.

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     William A. Schwartz, Jr.

     Schwartz currently owns 193,872 shares of Common Stock and options and warrants to acquire 62,115 and 161,560 shares of Common Stock, respectively, together equaling approximately 2.3% of the outstanding shares of Common Stock. Schwartz has sole voting and dispositive authority over his 417,547 shares of Common Stock.

     Reporting Persons

     On a combined basis, the reporting persons beneficially own 16,590,833 or 91.7% of the outstanding shares of Common Stock.

     No reporting person has traded shares of the Issuer’s Common Stock in the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is amended to add the following paragraphs:

     As of February 23, 2007, PCEP directly owns 15,803,315 shares of the Issuer’s Common Stock. Palisade serves as the investment manager to PCEP with absolute discretionary authority to vote and dispose of the Common Stock. PCH serves as PCEP’s General Partner. PCH may at any time, either alone or in collaboration with Palisade take over the making, varying, or disposal of PCEP’s investments. Dennison T. Veru is the Managing Member of Palisade. Steven E. Berman is the Designated Managing Member of PCH. Accordingly, Palisade, PCEP, PCH, Veru and Berman may be deemed beneficial owners of such 15,803,315 shares. The 15,803,315 shares of Common Stock represent approximately 89.0% of the outstanding shares.

     As described in Item 4, the Participants have agreed to contribute shares of the Common Stock to Parent in return for an ownership interest in Parent pursuant to the Contribution Agreement. Further, as described in Item 4, Parent will execute and file the Certificate pursuant to which Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each Parent, the Issuer, and any public stockholders who have properly perfected their statutory appraisal rights under the DGCL) will be converted into the right to receive $6.00 in cash.

Item 7.   Material to be Filed as Exhibits

Exhibit 1: Joint Filing Agreement

Exhibit 2: Stock Contribution Agreement

Exhibit 3: Form of Certificate of Ownership and Merger

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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Signatures

     After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

By:	Palisade Concentrated Holdings, L.L.C., its general partner
By:	/s/ Steven E. Berman
	Name: Steven E. Berman
	Title: Designated Managing Member
PALISADE CONCENTRATED HOLDINGS, L.L.C.
By:	/s/ Steven E. Berman
	Name: Steven E. Berman
	Title: Designated Managing Member
PALISADE CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Dennison T. Veru
	Name: Dennison T. Veru
	Title: Managing Member
/s/ Steven E. Berman
Name: Steven E. Berman
/s/ Dennison T. Veru
Name: Dennison T. Veru

(Continued on next page)

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/s/ Dean J. Yimoyines
Name:	Dean J. Yimoyines
/s/ Linda Yimoyines
Name:	Linda Yimoyines
/s/ William A. Schwartz, Jr.
Name:	William A. Schwartz, Jr.

Date: February 23, 2007

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EX-99.(1)

EXHIBIT 1

JOINT FILING AGREEMENT

     The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized representatives as of February 23, 2007.

PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.

By:	Palisade Concentrated Holdings, L.L.C., its general partner
By:	/s/ Steven E. Berman
	Name: Steven E. Berman
	Title: Designated Managing Member
PALISADE CONCENTRATED HOLDINGS, L.L.C.
By:	/s/ Steven E. Berman
	Name: Steven E. Berman
	Title: Designated Managing Member
PALISADE CAPITAL MANAGEMENT, L.L.C.
By:	/s/ Dennison T. Veru
	Name: Dennison T. Veru
	Title: Managing Member
/s/ Steven E. Berman
Name: Steven E. Berman
/s/ Dennison T. Veru
Name: Dennison T. Veru
/s/ Dean J. Yimoyines
Name: Dean J. Yimoyines

(Continued on next page)

/s/ Linda Yimoyines
Name:	Linda Yimoyines
/s/ William A. Schwartz, Jr.
Name:	William A. Schwartz, Jr.

EX-99.(2)

EXHIBIT 2

STOCK CONTRIBUTION AGREEMENT

This STOCK CONTRIBUTION AGREEMENT (this “Agreement”), is made as of February 23, 2007, by and among Palisade Concentrated Equity Partnership, L.P., a Delaware limited partnership (“Palisade”), Steven E. Berman, William A. Schwartz, Jr., Dean J. Yimoyines and Linda Yimoyines (collectively, the “Contributing Stockholders”) and ROG Acquisition, Inc., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, the Contributing Stockholders intend to contribute sixteen million two hundred seventy two thousand two hundred eighteen (16,272,218) shares (collectively, the “Contributed Shares”) of the outstanding common stock, par value $0.001 per share, of Refac Optical Group, a Delaware corporation (“Refac”), to the Company pursuant to the provisions set forth herein; and

     WHEREAS, upon the giving of Notice (as defined below) and prior to the effectiveness of the Merger (as defined below), as contemplated in this Agreement, each Contributing Stockholder shall receive one share of common stock, par value $0.001 per share, of the Company (each a “Company Share”) in exchange for each Contributed Share contributed by such Contributing Stockholder; and

     WHEREAS, each Contributing Stockholder agrees to contribute and transfer to the Company all of the Contributed Shares held by such Contributing Stockholder pursuant to the terms and provisions set forth herein.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

     The following terms shall have the respective meanings set forth below (such meanings to be equally applicable to both the singular and plural):

“Agreement” shall have the meaning ascribed thereto in the preamble.

“Certificate” shall mean the Certificate of Incorporation of the Company.

“Common Stock” shall mean the common stock of the Company.

“Company” shall have the meaning ascribed thereto in the preamble.

“Company Share” shall have the meaning ascribed thereto in the Recitals.

“Contract” shall mean any mortgage, indenture, contract, agreement, instrument, understanding or other arrangement.

“Contributed Shares” shall have the meaning ascribed thereto in the Recitals.

“Contributing Stockholders” shall have the meaning ascribed thereto in the preamble.

“Encumbrances” means any security interests, liens, pledges, claims of third parties, charges, escrows, encumbrances, options, rights of first refusal, transfer restrictions, mortgages, hypothecations, indentures, security agreements, leases, easements, servitudes, rights of others or other similar agreements or restrictions, whether written or oral.

“Equity Interest” shall mean (i) with respect to a corporation, any and all issued and outstanding capital stock of such Person and warrants, options or other rights to acquire capital stock and (ii) with respect to any Person (other than a corporation), any and all units, interests or other equivalents of, or other ownership interests in, any such Person and warrants, options or other rights to acquire such units or interests.

“Governmental Entity” shall mean any federal, state, local or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental regulatory authority, body or instrumentality.

“Merger” shall mean the merger of the Company with and into Refac.

“Notice” shall have the meaning ascribed thereto in Section 2.02.

“Order” means any judgment, decree, order, writ, injunction, stipulation, rule or consent of or by any Governmental Entity.

“Palisade” shall have the meaning ascribed thereto in the preamble.

“Person” shall mean an individual, partnership, corporation, trust, limited liability company, unincorporated organization or other entity or a government or agency or political subdivision thereof.

“Property” shall mean any assets or property of any kind or nature whatsoever, real, personal or mixed (including fixtures), whether tangible or intangible, provided that the term “Property,” when used with respect to any Person, shall not include securities issued by such Person.

“Refac” shall have the meaning ascribed thereto in the Recitals.

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“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholders’ Agreement” shall mean that certain Stockholders’ Agreement by and among the Company and the Contributing Stockholders, attached hereto as Exhibit B, to be entered into and effective immediately following the Merger.

“Subsidiary” of any Person means (a) a corporation in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, has either (i) a majority ownership interest or (ii) the power, under ordinary circumstances, to elect, or to direct the election of, a majority of the board of directors of such corporation, or (b) a partnership in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person (i) is, at the date of determination, a general partner of such partnership, or (ii) has a majority ownership interest in such partnership or the right to elect, or to direct the election of, a majority of the governing body of such partnership, or (c) any other Person (other than a corporation or a partnership) in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person has either (i) at least a majority ownership interest or (ii) the power to elect, or to direct the election of, a majority of the directors or other governing body of such Person.

ARTICLE II.
CONTRIBUTION OF REFAC STOCK; DELIVERY OF COMPANY SHARES

Section 2.01 Contribution. Upon delivery by Palisade of the Notice pursuant to Section 2.02 and prior to the effectiveness of the Merger, each of the Contributing Stockholders, in consideration for Company Shares, hereby agrees to contribute, transfer, assign and deliver to the Company, and the Company hereby agrees to accept and assume all right, title and interest in and to the Contributed Shares free and clear of all Encumbrances.

Section 2.02 Notice; Delivery of Company Shares. Palisade shall deliver to the Company and each other Contributing Stockholder written notice (the “Notice”) that it has elected to contribute the Contributed Shares to the Company in exchange for the Company Shares. The Company shall, upon receipt of the Notice, and within ten (10) business days of receiving all of the Contributed Shares pursuant to Section 2.03, deliver to each Contributing Stockholder the number of Company Shares to which it is entitled, as set forth on Exhibit A attached hereto.

Section 2.03 Delivery of Contributed Shares; Conditions to Delivery. Within two (2) days of receipt of the Notice from Palisade, each Contributing Stockholder hereby agrees to irrevocably deliver, or cause to be irrevocably delivered, to the Company, each and every certificate and instrument evidencing one or more shares of the Contributed Shares, together with other appropriate instruments of transfer as shall be necessary to transfer all right, title and interest in and to the Contributed Shares free and clear of any Encumbrances and the Stockholders’ Agreement, duly executed by such Contributing Stockholder.

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Section 2.04 Return of Contributed Shares. In the event that the Merger does not occur within one hundred eighty (180) days after the Notice is provided to the Contributing Stockholders, the Company shall be liquidated and the Company shall return to each Contributing Stockholder as a liquidating distribution the Contributed Shares delivered by such party pursuant to Section 2.03.

Section 2.05 Formation and Ownership of Company prior to delivery of Notice. After formation of the Company, Company Shares shall not be issued to any person before the giving of Notice and delivery of Contributed Shares pursuant to Sections 2.02 and 2.03.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each of the Contributing Stockholders as follows:

Section 3.01 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted. The Company has made available to the Contributing Stockholders true, correct and complete copies of the Certificate and bylaws of the Company, each as currently in effect.

Section 3.02 Authorization; Binding Effect; Valid Issuance of the Company Shares. The Company has all requisite corporate power and authority to (i) enter into this Agreement, (ii) to issue the Company Shares and (iii) to carry out and perform its obligations under the terms of this Agreement. Upon acceptance of this Agreement by the Company and, assuming the due authorization, execution and delivery of this Agreement by all of the parties hereto, this Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. When issued in accordance with the terms of this Agreement, the Company Shares will be duly authorized, validly issued, fully paid and nonassessable.

Section 3.03 Capitalization. The authorized capital stock of the Company consists of (a) one hundred (100) shares of Common Stock (which prior to the contribution of the Contributed Shares by the Contributing Stockholder will be increased pursuant to an amendment to the Certificate to sixteen million two hundred seventy-two thousand two hundred and eighteen (16,272,218) shares of Common Stock). After giving effect to the transactions contemplated by this Agreement, there will be issued and outstanding 16,272,218 shares of Common Stock. All issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The Company Shares have been duly and validly reserved for issuance upon contribution by the Contributing Stockholders of the Contributed Shares. Except for the Stockholders’ Agreement, there are no outstanding options, warrants, puts, calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from

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the Company of any of its securities or other restrictions on the incidents of ownership or transfer created by the charter documents of the Company or any agreement to which the Company is a party or by which it is bound, other than restrictions on transfer under applicable federal and state securities laws. The Company Shares have been duly authorized and, when issued in compliance with the provisions of this Agreement or the Certificate, as applicable, will be validly issued (including, without limitation, issued in compliance with applicable state and federal securities laws), fully paid and nonassessable. Except for the Stockholders’ Agreement, there are no preemptive rights, voting agreements or transfer restrictions (except those imposed by applicable federal and state securities laws) affecting the Equity Interests in the Company.

Section 3.04 Compliance with Other Instruments; No Violation. The execution, delivery, and performance of and compliance with this Agreement by the Company do not and will not, with or without the passage of time or giving of notice, (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under, (c) constitute a change of control or assignment under, (d) result in the creation of any Encumbrance upon any of the Properties or assets of the Company or any Company Shares pursuant to, (e) give any third party the right to terminate, modify, accelerate or other change any right or obligation under, (f) require the Company to take any action under, (g) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any Governmental Entity or any other Person pursuant to or (h) result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization, consent, approval or exemption of the Company under (i) the Certificate or bylaws of the Company, (ii) any applicable statute, law, regulation or rule, (iii) any Order which the Company is subject, or (iv) any Contract to which the Company or any of its respective Properties or assets are subject.

Section 3.05 Litigation. There is no action, suit, proceeding or investigation pending or currently threatened against the Company that challenges the validity of this Agreement or the right of the Company to enter into this Agreement, or to consummate the transactions contemplated hereby.

Section 3.06 Consents. The Company has obtained all consents, approvals, Orders, qualifications, licenses, permits or other authorizations, and has made all applicable filings required by any applicable statute, law, rule or regulation or Governmental Entity in connection with the execution, delivery and performance of this Agreement and the offer, issuance, sale and delivery of the Company Shares and the other transactions to be consummated as contemplated in this Agreement.

Section 3.07 Investments and Subsidiaries. The Company does not own, directly or indirectly, any equity interest in another person and does not have any Subsidiaries.

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ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING STOCKHOLDERS

     Each of the Contributing Stockholders hereby individually represents and warrants to the Company and to each other Contributing Stockholder as follows:

Section 4.01 Authorization; Binding Effect. Such Contributing Stockholder has all requisite power and authority to (i) enter into this Agreement, (ii) to transfer the Contributed Shares and (iii) to carry out and perform its obligations under the terms of this Agreement. Upon acceptance of this Agreement by the Contributing Stockholders and, assuming the due authorization, execution and delivery of this Agreement by all of the parties hereto, this Agreement will constitute the valid and binding obligation of such Contributing Stockholder, enforceable against such Contributing Stockholder in accordance with its terms.

Section 4.02 Ownership of Contributed Shares. Such Contributing Stockholder owns the Contributed Shares, as set forth next to such Contributing Stockholder’s name on Exhibit A hereto, beneficially and of record, free and clear of all Encumbrances.

Section 4.03 No Conflicts. The execution and delivery of this Agreement by such Contributing Stockholder does not, and the performance by such Contributing Stockholder of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

(a)	conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents, if any, of such Contributing Stockholder;
(b)	conflict with or result in a violation or breach of any term or provision of any law or Order applicable to such Contributing Stockholder or any of its Properties; or
(c)	(i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such Contributing Stockholder to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Encumbrance upon such Contributing Stockholder or any of its Properties (including, without limitation, the Contributed Shares) under, any contract or license to which such Contributing Stockholder is a party or by which any of its Properties is bound.

Section 4.04 Governmental Approvals and Filings. No consent, approval or action of, filing with or notice to any Governmental Entity on the part of such Contributing Stockholder is required in connection with the execution, delivery and performance of this Agreement by such Contributing Stockholder or the consummation of the transactions contemplated hereby by such Contributing Stockholder.

Section 4.05 Legal Proceedings. There are no actions or proceedings pending or, to the knowledge of such Contributing Stockholder, threatened against, relating to or affecting such Contributing Stockholder which could reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

Section 4.06 Securities Representations. Such Contributing Stockholder hereby acknowledges the following:

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(a)	The Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to require such registration or qualification;
(b)	The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Company Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws;
(c)	Each Contributing Stockholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act. Each Contributing Stockholder has substantial knowledge and experience in financial and business matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Company Shares and of evaluating the merits and risks of an investment in the Company Shares;
(d)	Each Contributing Stockholder has carefully reviewed and understands the risks of, and other considerations relating to, an investment in the Company Shares;
(e)	Each Contributing Stockholder understands that its investment in the Company Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from such registration, and (ii) are subject to additional restrictions as provided herein. Such Contributing Stockholder is able to bear such economic risk of the investment in the Company Shares for an indefinite period of time;
(f)	Each Contributing Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Company Shares and has had full access to such other information concerning the Company as it has requested; and
(g)	No Contributing Stockholder has received or is relying upon any written offering literature or prospectus other than this Agreement. Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the written information contained in this Agreement.

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ARTICLE V.
MISCELLANEOUS

Section 5.01 Entire Agreement. This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the subject matter of this Agreement.

Section 5.02 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.

Section 5.03 Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent or delivered by a party pursuant to this Agreement must be in writing and shall be validly given or made (a) upon actual receipt when delivered by hand, (b) upon receipt of transmission confirmation when sent by facsimile, (c) three days after mailing if mailed by first-class certified or registered United States mail, postage prepaid and return receipt requested, or (d) one day after sending if sent by overnight courier with postage prepaid, in each case delivered or addressed as set forth on Schedule A hereto or at such other address as any party hereto may from time to time advise the other party pursuant to this Section 5.03. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given pursuant to this Section 5.03 shall be deemed receipt of the notice.

Section 5.04 Successors and Assigns. The terms and provisions of this Agreement are intended for the benefit of each party to this Agreement and their respective successors or permitted assigns. This Agreement shall be binding upon, inures to the benefit of and is enforceable by the parties to this Agreement and their respective successors and permitted assigns.

Section 5.05 No Assignment. Neither this Agreement nor any right, interest or obligation under this Agreement may be assigned by any party to this Agreement.

Section 5.06 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.07 Survival of Warranties. The warranties, representations, and covenants of the Company and each Contributing Stockholder contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement.

Section 5.08 Headings. The headings appearing in this Agreement are included solely for convenience of reference and shall not affect the interpretation or construction of any provision of this Agreement.

Section 5.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

Section 5.10 Further Assurances; Cooperation. Each of the parties hereto shall execute and deliver or cause to executed and delivered to the other party all such further certificates, instruments and documents and take such other action as may be reasonably required to

8

effectively carry out fully the intentions of the parties and accomplish the transaction contemplated herein.

Section 5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF DELAWARE.

(Signature Page Follows)

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     IN WITNESS WHEREOF, each of the parties hereto has approved and executed this Stock Contribution Agreement as of the date first above written.

COMPANY:
ROG ACQUISITION, INC.
By:	/s/ Steven E. Berman
	Name: Steven E. Berman Its: President
CONTRIBUTING STOCKHOLDERS:
PALISADE CONCENTRATED EQUITY PARTNERSHIP, L.P.
By: Palisade Concentrated Holdings, L.L.C. Its: General Partner
By:	/s/ Steven E. Berman
	Name: Steven E. Berman Its: Designated Managing Member
/s/ Steven E. Berman
Steven E. Berman
/s/ Dean J. Yimoyines
Dean J. Yimoyines
/s/ Linda Yimoyines
Linda Yimoyines
/s/ William A. Schwartz, Jr.
William A. Schwartz, Jr.

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EX-99.(3)

EXHIBIT 3

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ROG Acquisition, Inc.

INTO

Refac Optical Group

* * * * * * *

     ROG Acquisition, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”),

     DOES HEREBY CERTIFY:

     FIRST: That this Corporation was incorporated on the 22nd day of February, 2007, pursuant to the General Corporation Law of the State of Delaware (“DGCL”).

     SECOND: That this Corporation owns at least ninety percent (90%) of the outstanding shares of each class of stock of Refac Optical Group, a Delaware corporation (“Refac”), a corporation incorporated on the 10^th day of November, 1952, pursuant to the DGCL, of which class there are outstanding shares that, absent Subsection 253(a) of the DGCL, would be entitled to vote on a merger of the Corporation with and into Refac.

     THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board of Directors on the 23rd day of February, 2007, determined to merge the Corporation with and into Refac:

     RESOLVED, that the Corporation merge itself with and into Refac, pursuant to and in accordance with Section 253 of the DGCL (the “Merger”), with Refac continuing as the surviving corporation (the “Surviving Corporation”);

     and

     FURTHER RESOLVED, that the Merger shall be effective at 12:01 a.m. on the ___day of _________, 2007 (the “Effective Time”);

and

     FURTHER RESOLVED, that the terms and conditions of the Merger are as follows:

1. At the Effective Time, each share of common stock, par value $.001 per share, of Refac, except for shares held by the Corporation, Refac, and any stockholders of Refac, if any, who properly exercise their statutory appraisal rights under the DGCL, will be cancelled and converted into the right to receive $6.00 in cash;

2.	At the Effective Time, each share of the Corporation’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of the common stock, par value $.001 per share, of Refac, as the Surviving Corporation.
3.	At the Effective time, Refac shall continue its existence under the laws of the DGCL. The Merger shall have the effects as specified in Section 259 of the DGCL.
4.	At the Effective Time and without any further action on the part of Refac or the Corporation, the Amended and Restated Certificate of Incorporation of Refac shall remain the Certificate of Incorporation of Refac, as the Surviving Corporation, until amended in accordance with applicable law.
5.	At the Effective Time and without any further action on the part of Refac or the Corporation, the bylaws of Refac as in effect at the Effective Time shall remain the bylaws of Refac, as the Surviving Corporation, until amended in accordance with applicable law.
6.	At the Effective Time, the directors and officers of Refac immediately prior to the Effective Time shall remain the directors and officers of Refac, as the Surviving Corporation.

     and

     FURTHER RESOLVED, that the officers of Refac, as the Surviving Corporation, be and they hereby are directed to notify each stockholder of record of Refac, entitled to notice within ten (10) days after the Effective Date, that the Merger has been approved and that statutory appraisal rights are available for any or all shares of common stock, par value $.001 per share, of Refac, except for shares held by the Corporation or Refac.

     and

     FURTHER RESOLVED, that the officers of this Corporation be, and he or she hereby is, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge itself into Refac, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anyway necessary or proper to effect said Merger.

     FOURTH: That the Merger has been approved by written consent of a majority of the stockholders entitled to vote thereon of the Corporation.

     FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this Merger may be amended or terminated and abandoned by the Board of Directors of the Corporation at any time prior to the Effective Time.

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     IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by _______________, its _______________, this ___day of _________, 2007.

ROG Acquisition, Inc.

By:

Name:

Its:

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