<PAGE>

                                                                   Exhibit 10.2


                                Keith L. Lampert
                               Terms of Employment
                                      with
                              Concord Camera Corp.

1)       Employer

         Concord Camera Corp., a New Jersey corporation (the "Company" or
         "Concord")

2)       Position

         Until January 1, 2003, Executive Vice President and Director of
         Worldwide Operations of the Company, and Managing Director of Concord
         Camera HK Limited ("Concord HK").

         Effective as of January 1, 2003, Executive Vice President and Chief
         Operating Officer of the Company.

3)       Term

         The term hereof shall commence effective as of November 11, 2002 (the
         "Effective Date") and shall end on January 1, 2006, inclusive (the
         "Term"). Thereafter, the Term may be renewed or extended by mutual
         agreement of both parties in writing. The employment may be terminated
         by the Company in accordance with Section 13 below at any time during
         the Term.

4)       Reports To

         The Chairman and Chief Executive Officer of the Company, or such other
         person or persons as the Chairman and Chief Executive Officer may from
         time to time designate.

5)       Compensation

         Salary: $260,000 per annum, increasing to $350,000 per annum effective
         as of January 1, 2003. The aforesaid salary amount is payable in
         accordance with the Company's normal payroll policies for executives
         and is to be reviewed on an annual basis.

         Overseas Allowance: The employee will receive an additional $25,000 per
         annum, payable in monthly installments, as an overseas allowance, up
         through December 31, 2002, inclusive.

         Deferred Compensation: On January 1, 2003, the employee shall receive a
         $100,000 one-time grant of deferred compensation with the entire amount
         to be deposited by the Company into the employee's deferred
         compensation account. This deferred compensation will be fully vested
         at the time of grant.

         Auto Allowance: Once the employee has relocated his primary residence
         to South Florida, he will be provided with an automobile allowance of
         $1,500 per month.

<PAGE>
Keith L. Lampert
Terms of Employment
Page 2 of 8


6)       Expense Reimbursement and Overseas Housing

         (a)      The Company will reimburse the employee for all reasonable
                  documented expenses necessarily incurred in the performance of
                  the employee's duties.

         (b)      Housing and all utilities will be provided by Concord HK at
                  its expense for the period during which the employee is
                  residing in Hong Kong for the Company on overseas assignment.

7)       Relocation

         The employee agrees to relocate his primary residence to South Florida
         no later April 30, 2003, unless the Company agrees in writing to extend
         this deadline (as the same may be extended, the "Deadline"). Provided
         the employee relocates his primary residence to South Florida by the
         Deadline, the Company will:

         (a)      reimburse the employee for the cost of three (3) trips to
                  South Florida, for the employee, his wife and son, by business
                  class air travel, to locate housing. The employee will combine
                  these trips with business-related travel to the United States
                  whenever it is possible for him to do so.

         (b)      reimburse the employee for the actual cost to the employee of
                  moving his and his immediate family's household possessions
                  from Hong Kong to South Florida, provided that the employee
                  obtains competitive bids from at least two moving companies
                  and the total amount of such cost was approved by the Company
                  in advance of the move.

         (c)      reimburse the employee for the cost of reasonable housing,
                  food and the use of a rental car in South Florida for up to
                  six (6) months.

         (d)      reimburse the employee for closing costs actually incurred by
                  him in connection with his purchase of a residence in South
                  Florida, provided the closing occurs no later than twelve (12)
                  months after the employee has relocated his primary residence
                  to South Florida; and

         (e)      pay the employee a resettlement expense allowance of
                  $58,333.33 once he has relocated his primary residence to
                  South Florida.

         With respect to the items described above in (a), (c) and (d) of this
         Section 7, the Company will reimburse the employee for such expenses
         after the employee submits an expense report to the Company for the
         same, in the ordinary course of business, along with the documentation
         and receipts ordinarily required, per Company policy, to accompany such
         expense reports.

<PAGE>
Keith L. Lampert
Terms of Employment
Page 3 of 8

         The employee will not be obligated to reimburse the Company for the
         amounts paid and/or reimbursed to him pursuant to this Section 7 unless
         his employment is terminated prior to three (3) years from the
         Effective Date, either: (i) by the employee; or (ii) by the Company for
         "cause" (as defined in Section 13 below). If either of the foregoing
         occurs, then the employee will be obligated to reimburse the Company
         for the amounts paid and/or reimbursed by the Company pursuant to this
         Section 7, reduced by one-thirty-sixth (1/36) for each full month after
         the Effective Date that he remained in the Company's employment. The
         Company will have the right in such circumstance to withdraw and/or
         withhold such amounts from any amounts due to the employee. If the
         Company terminates his employment without cause, then the employee will
         have no obligation to repay any portion of these amounts.

8)       Tax Equalization

         The employee will be provided with tax equalization in accordance with
         the Company's Executive Management Tax Equalization Policy for
         executives working overseas, a summary of which is attached as Exhibit
         C, for the period of time during which the employee is on assignment
         overseas. Employee's tax preparation costs for tax years ending in
         calendar 2003, either in Hong Kong and/or the United States, will be
         reimbursed by the Company either pursuant to the foregoing Tax
         Equalization Policy or otherwise. However, the foregoing tax
         preparation costs will not reduce or otherwise affect the
         reimbursements that may be received by the employee under the Flexible
         Perquisite Spending Account Program for executive officers of the
         Company.

9)       Vacation

         Three (3) weeks vacation per year. Employee shall provide the Company a
         minimum of 30 days' prior written notice of a request for vacation
         days. All vacation days are subject to the Company's approval. The
         employee shall be entitled to the Company's regularly scheduled
         holidays.

10)      Executive Compensation Plans

         Subject to the terms and conditions of such plans, the employee is
         eligible to participate in the Company's Amended and Restated 1995
         Annual Incentive Compensation Plan, the Company's Long Term Cash
         Incentive Plan, and the Company's Flexible Perquisite Spending Account
         Program, in each case as the same may be amended from time to time. The
         foregoing plans/program as currently in effect (subject to Board
         approval of certain proposed amendments reflected in these attachments)
         are attached hereto as Exhibits D, E and F, respectively.

<PAGE>
Keith L. Lampert
Terms of Employment
Page 4 of 8


11)      Options

         As approved by the Board of Directors of Concord on November 11, 2002,
         the employee will be granted the following option to purchase up to
         100,000 shares of the common stock of Concord:

                  with vesting as to 33,333 shares on November 11, 2003;
                  with vesting as to 33,333 shares on November 11, 2004; and
                  with vesting as to 33,334 shares on November 11, 2005.

         The exercise price per share of the option will be $5.18, which is the
         record share price as of the close of business on the grant date of
         November 11, 2002. The foregoing option will be: (1) subject to the
         terms and conditions of Concord's standard option agreement, except
         that it will provide for immediate vesting as to all shares underlying
         the option if there is a change of control of the Company, or the
         Company terminates the employee's employment without "cause" (as
         defined in Section 13) before November 11, 2005; and (2) conditioned
         upon the employee's execution and delivery of said agreement, as of the
         grant date. The grant of the aforesaid option does not establish any
         right of continued employment.

12)    Benefits

         The employee shall be eligible to receive the following benefits, as
         same are made generally available to Company employees who participate
         in these plans, with contributions, as applicable, to be made by the
         employee and/or the Company consistent with the applicable plan(s):

         o        Life insurance at a rate of two (2) times base salary
         o        Medical and Dental insurance
         o        Disability Insurance
         o        401K Plan

         To the extent that the Company in its sole discretion modifies or
         terminates any of the foregoing plans or benefits, the employee shall
         be subject to said changes.


<PAGE>
Keith L. Lampert
Terms of Employment
Page 5 of 8


13)      Termination

         The employee may be terminated for cause. "Cause" shall mean: (i)
         continued failure to obey reasonable instructions of the person(s) to
         whom the employee reports; (ii) continued neglect of duties and
         responsibilities; (iii) willful misconduct or other actions in bad
         faith which are to the detriment of the Company and/or any of its
         subsidiaries or affiliates; (iv) failure to comply with any of the
         provisions set forth in Exhibit A; or (v) failure to comply with the
         Code of Conduct annexed as Exhibit B. Prior to terminating the employee
         for cause, the Company shall provide the employee with written notice
         of the allegations giving rise to termination and provide the employee
         with 30 days to respond to the allegations and an additional 30 days to
         cure, remedy or rectify any circumstances giving rise to termination
         for cause to the extent that any cure, remedy or rectification is
         possible.

         Concord may terminate the employee's employment at any time for any
         reason or without reason by giving the employee 30 days' written
         notice. In the event Concord elects to terminate pursuant to this
         provision, it may at its option ask the employee to remain in its
         employment during all or any portion of the 30-day notice period,
         provided that the Company shall continue to provide the employee with
         his normal and customary compensation and benefits as prescribed in
         Sections 5, 6, 8, 9, 10, 11 and 12. Alternatively, Concord may require
         the employee to cease working at any time during the 30-day notice
         period and pay the employee his base salary, in lieu of notice, for the
         remainder of such notice period.

         If: (i) Concord terminates the employee's employment without "cause"
         (as defined above in this Section) whether during the Term or at any
         time after the expiration of the Term; or (ii) the employee terminates
         his employment with Concord after the expiration of the Term (but not
         before), then the employee will be paid for a total of one (1) year
         (the "Severance") after the effective date of the termination of his
         employment, at the then effective compensation the employee is then
         entitled to receive pursuant to Section 5 (salary, plus any applicable
         overseas and auto allowances). The portions of such Severance that are
         related to the employee's salary, overseas allowance and any auto
         allowance will be paid in installments (net of required withholding) in
         accordance with the Company's normal payroll schedule for executives.
         The Company's obligation to pay any such Severance is conditioned upon
         the employee's prior and continued compliance with the provisions of
         this Agreement including, but not limited to, Section 14 and Exhibit A.

         In the event that the employee's employment terminates pursuant to this
         Section 13, benefits as set forth in Sections 9 and 12 provided to
         employee will terminate as of the last day of employment unless
         otherwise specified in any employee benefit plan or unless otherwise
         specified as a matter of law.
<PAGE>
Keith L. Lampert
Terms of Employment
Page 6 of 8


14)      Confidentiality and Intellectual Property; Non-Compete; Code of Conduct

         Annexed hereto as Exhibits A and B, respectively, are provisions
         applicable to the employee which are incorporated herein by reference
         and are part of this Agreement. As consideration for the covenants of
         employee set forth in Exhibit A, the Company hereby employs or
         continues to employ employee and employee hereby accepts employment or
         continued employment upon the terms and conditions contained herein.
         The employee acknowledges and agrees that the provisions set forth in
         Exhibits A and B do not affect the Company's ability to terminate the
         employee at any time with or without cause. If a provision set forth in
         this Term Sheet(1) conflicts with a provision set forth in one or both
         of the exhibits, then the provisions of this Term Sheet shall govern.
         The obligations set forth in Exhibits A and B shall survive any
         termination of the employee's employment and/or any termination or
         expiration of this Agreement. The Company acknowledges that the
         employee's willingness to enter into the non-compete covenants is based
         solely on employee receiving the Severance in the circumstances
         provided for in Section 13. The employee acknowledges that, if the
         Company terminates the employee's employment with "cause" (as defined
         in Section 13) or if the employee terminates his employment with the
         Company before the end of the Term (in breach of this Agreement), then
         the employee will not be entitled to receive the Severance described in
         Section 13 but the non-compete covenants will nevertheless remain in
         full force and effect.

         In the event the employee fails to comply with any of the terms or
         conditions of Exhibit A or B (as same may be modified in this Term
         Sheet), all stock options granted by Concord, pursuant to this
         Agreement or otherwise, are thereby forfeited regardless of whether
         such options have vested.

15)      Representation by Employee

         Employee acknowledges and represents that he is not subject to any
         agreement or understanding, oral or written, direct or indirect, which
         would in any way prohibit, interfere with, restrict or limit: (a) the
         employee's employment by the Company (or any of its subsidiaries or
         affiliates); or (b) any activities contemplated as part of the
         employee's employment hereunder.

16)      Acknowledgment of Representation by Counsel

         Employee acknowledges that he has been represented by independent
         counsel or has knowingly waived his right to be represented by
         independent counsel with respect to the negotiation and execution of
         this Agreement.


--------
(1) As used herein, "Term Sheet" means the portion of these Terms of Employment
up through and including the signature page. The "Agreement" or "Terms of
Employment" means the Term Sheet together with all exhibits and schedules to the
same.
<PAGE>
Keith L. Lampert
Terms of Employment
Page 7 of 8


         The Company shall reimburse the employee in an amount not to exceed
         $2,500 for professional fees actually incurred by the employee with
         respect to professional fees applicable to the review and negotiation
         of this Agreement.

17)      Indemnification

         The employee agrees to indemnify the Company against any damages,
         claims, expenses or costs, including attorneys fees, incurred by the
         Company relating directly or indirectly to any act or omission of the
         employee outside of the scope of the employee's duties and
         responsibilities as an employee of the Company. The Company agrees to
         indemnify the employee for any damages, claims, expenses or costs,
         including attorneys' fees, incurred by the employee relating directly
         or indirectly to any act or omission of the Company within the scope of
         performing the employee's duties and responsibilities as an employee of
         the Company.

18)      Entire Agreement

         This Agreement (which includes all schedules and exhibits to same)
         contains the entire understanding and agreement among and between the
         parties and supersedes any prior understandings or agreements, oral or
         written, between them relating to the subject matter hereof.
         Notwithstanding the foregoing, unless this Agreement specifically
         provides otherwise, it does not supercede any prior option agreements
         entered into between Concord and the employee. Any amendments to this
         Agreement must be in writing, signed by the parties affected by the
         amendment.

19)      Severability

         If any provision of this Agreement is held breached, illegal, invalid
         or unenforceable, such provision shall be deemed severed and the
         remainder of this Agreement will remain binding on the parties as
         though the breached, illegal, invalid or unenforceable provision had
         not been included.

20)      Attorneys' Fees

         If any action at law or in equity is brought to enforce the provisions
         of this Agreement, the prevailing party shall be entitled to reasonable
         attorneys' fees, whether at pretrial, trial or appellate levels, which
         may be set by the court in the same action or in a separate action for
         that purpose, including reasonable costs and fees awarded in such
         action, in addition to any other relief to which the party may be
         entitled.

<PAGE>
Keith L. Lampert
Terms of Employment
Page 8 of 8


21)      Governing Law

         This Agreement and the employment of the employee shall be governed by
         the laws of the State of Florida. Any litigation related to or arising
         out of this Agreement shall be brought in the state or federal courts
         of the State of Florida, or in the event the Company moves its
         principal place of business from the State of Florida, in the state or
         federal courts of the state of such other principal place of business.
         The parties agree that service of process may be effected by certified
         or registered mail, return receipt requested, or by regular mail if
         certified or registered mail is refused. The parties hereto agree to
         waive, and do hereby waive, trial by jury. The employee agrees and
         acknowledges that in the event of his violation of any term or
         condition of this Agreement that the Company will have no adequate
         remedy at law and shall, therefore, be entitled to enforce any
         provision hereof by temporary or permanent injunctive or mandatory
         relief obtained in any court of competent jurisdiction without the
         necessity of proving damage or posting any bond or other security and
         without prejudice to any other remedies that may be available to the
         Company at law or in equity.


Accepted and Agreed:                     Accepted and Agreed:

EMPLOYEE                                 CONCORD CAMERA CORP.


/s/ Keith L. Lampert                     By:  /s/ Ira B. Lampert
-----------------------------                 -----------------------------
Keith L. Lampert                              Ira B. Lampert
                                              Chairman, Chief Executive Officer
                                              and President


Date: 12-19-02                           Date: 12-20-02
     -------------------                      -------------------


Rev.  02/05/01

<PAGE>

                                                                       Exhibit A

       CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS AND NON-COMPETE


I. CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS

         I . During Employee's employment and at all times thereafter, Employee
         agrees to keep in the strictest confidence, agrees to refrain from
         disclosing or divulging to any person, firm or corporation, and agrees
         to refrain from using directly or indirectly, for his or her benefit or
         the benefit of others, any information which is or ought to be treated
         as Confidential Information. Employee agrees that, except as directed
         by the Company, the Employee will not at any time, whether during or
         after his or her employment with the Company, disclose to any person
         any Confidential Information, or permit any person to examine and/or
         make copies of any documents or other tangible items which contain or
         are derived from Confidential Information, whether prepared by the
         Employee or otherwise coming into the Employee's possession or control.
         Said documents may be in either human or computer readable form,
         including, but not limited to software, source code, hex code, or an
         other form. Employee further acknowledges and agrees that a document or
         other tangible item need not be expressly marked or designated as
         "Confidential" in order for it to be considered Confidential
         Information and the Employee agrees to use his or her best judgment in
         this regard and to proceed on the assumption that all information to
         which he or she is exposed by virtue of his or her employment, whether
         directly from the Company or not, is to be considered Confidential
         Information of the Company. Notwithstanding the provisions contained
         herein, Employee may disclose Confidential Information: (a) in the
         course of carrying out his or her duties as an employee, provided that
         such disclosures are made in accordance with Company policy as
         currently in effect at the time of the disclosure; or (b) when required
         to do so by a court of law, by any governmental agency having
         supervisory authority over the business of the Company or by any
         administrative or legislative body (including a committee thereof) with
         apparent jurisdiction to order Employee to divulge, disclose or make
         accessible such information. If any such body described herein requests
         the Employee to reveal or make accessible such information, the
         Employee must promptly provide Concord Camera Corp.'s Chief Executive
         Officer with written notice of the request so that the Company may
         exhaust its rights before any court or administrative tribunal to
         prohibit disclosure.

         2. As used herein, the term "Confidential Information" includes, but is
         not limited to, all information relating to: (A) the Company's business
         affairs and operations (unless otherwise available as public
         information due to no fault of Employee), including but not limited to,
         (i) vendors, suppliers and customers of the Company (including mailing
         lists, credit card or charge card numbers, price and mark-up
         determinations, sales or sales trends, and costs of products or
         services paid by the Company), (ii) Company budgets, business plans and
         marketing plans, and (iii) any proprietary products or processes or any
         other confidential or non-public information or material concerning the
         copyrights, trademarks, trade names, service marks, inventions,
         patents, products, suppliers or customers of the Company; and (B) all
         confidential information relating to any third party with whom the
         Company is under an obligation of confidentiality.


                                       -1-
<PAGE>


         3. In connection with the Employee's obligations: (a) the Employee
         shall keep all papers and other tangible items relating to the Company
         and its products and processes and the Employee's responsibilities and
         duties herein at the principal place of business of the Company or at
         such other place as may be designated by the Company from time to time,
         and (b) upon the termination of his or her employment, Employee will
         deliver to the Company all documents, papers, records, files,
         recordings, digital and electronic stored information, computer or word
         processing software and other material containing Confidential
         Information, and will retain no copy, duplicate, summary or description
         thereof.

         4. All copyrights, trademarks, trade names, service marks, inventions,
         processes and intangible or intellectual property rights that may be
         invented, conceived, developed or enhanced by the Employee during the
         term of his or her employment with the Company that relate to the
         business or operations of the Company or that result from any work
         performed by the Employee for the Company or using Company assets shall
         be the sole property of the Company, and the Employee hereby waives any
         right or interest that he or she may otherwise have in respect thereof.
         Upon the request of the Company, Employee shall execute, acknowledge,
         deliver and file any instrument or document, and do all other acts and
         things necessary or appropriate in the opinion of the Company to
         confirm the Company's title or assign such title to such inventions and
         its rights to obtain and maintain letters patent or other protection
         with respect thereto and to enable the Company to exploit the same.

         5. The foregoing Sections 1 through 4 are each of unlimited duration,
         and extend throughout the period of employment and following any
         termination of employment with the Company without time limit in
         perpetuity.


                                      -2-
<PAGE>


II. NON-COMPETE PROVISIONS

         1. Employee agrees and covenants that, because of the nature of the
         Company's business, the confidential and sensitive nature of the
         Confidential Information, as defined above, and because the use of, or
         even the appearance of the use of, the Confidential Information may
         cause irreparable damage to the Company and its reputation, or to
         customers of the Company, Employee shall not, anywhere in the world,
         during the term of employment and for a period of twelve (12) months
         after the time of the termination of the Employee's employment,
         regardless of the reason for such termination, without the Company's
         prior express written consent (which consent must specifically refer to
         this Section of this Agreement), in any capacity whatsoever, directly
         or indirectly, whether as an employee, sole proprietor, shareholder,
         member, partner, consultant, independent contractor, salesman, officer,
         director, customer or otherwise:

                  (a) be or become interested in or associated with or represent
                  or otherwise render assistance or services to (as an officer,
                  director, stockholder, partner, consultant, owner, employee,
                  contractor, agent, creditor or otherwise) any business that is
                  then, or which then proposes to become, a competitor of the
                  Company anywhere in the world; provided, that the foregoing
                  shall not restrict the Employee from the ownership, solely as
                  an investment, of securities of any business if such ownership
                  is: (i) not as controlling person of such business, (ii) not
                  as a member of a group that controls such business, and (iii)
                  not as a direct or indirect beneficial owner of 5% or more of
                  any class of securities of such business;

                  (b) induce or seek to influence any other employee of (or
                  consultant to) the Company to leave his or her employ (or
                  terminate such consultancy) or to become financially
                  interested in a similar business;

                  (c) aid a competitor or supplier of the Company in any attempt
                  to hire a person who was employed by, or who was a consultant
                  to, the Company within the one-year period preceding the date
                  of any such aid;

                  (d) induce or attempt to influence any person who was a
                  customer or supplier of the Company during such period to
                  transact business with a competitor of the Company or not to
                  do business with the Company;

                  (e) provide any business or assistance directly or indirectly
                  to any competitor or supplier of the Company or to any person
                  formerly employed by the Company or formerly acting as a
                  consultant to the Company; or

                  (f) aid, assist, or transact any business with any person who
                  was an employee of, or consultant to, any customer of the
                  Company.


                                      -3-
<PAGE>


         2. The Restraints set forth in Section 1 of this Part II, however, do
         not preclude the Employee from:

                  (a) serving on the boards of directors of a reasonable number
                  of other corporations not engaged in competition with the
                  Company or the boards of a reasonable number of trade
                  associations and/or charitable organizations;

                  (b) engaging in charitable activities and community affairs;

                  (c) managing his or her personal investments and affairs; or

                  (d) being involved in other business transactions,

        provided that such activities do not interfere with the proper
        performance of Employee's duties and responsibilities as an employee of
        the Company.

III. GENERAL PROVISIONS

         1. As used in this Exhibit, the term "Company" includes Concord Camera
         Corp. and all of its subsidiary companies.

         2. Rights and Remedies of the Company.

                  (a) Reasonableness of Restraints. The Employee hereby
                  acknowledges that Employee is fully familiar with the
                  restrictions, restraints and limitations imposed upon him or
                  her hereunder (collectively, the "Restraints"); Employee
                  further acknowledges and agrees that the Restraints contained
                  herein are necessary for the protection of the Company's
                  legitimate business interests, including but not limited to
                  the Company's trade secrets, valuable confidential business or
                  professional information, substantial relationships with
                  existing and prospective customers, and customer and client
                  goodwill, and that the Restraints are reasonable in scope and
                  content.

                  (b) Injunctive Relief. Employee acknowledges that disclosure
                  of any Confidential Information or breach of any of the
                  non-competition covenants contained herein will give rise to
                  irreparable injury to the Company or customers of the Company,
                  inadequately compensable in damages. Employee also agrees and
                  acknowledges that his or her breach of this Agreement will
                  give rise to irreparable injury which may specifically be
                  enjoined. Accordingly, the Company may seek and obtain
                  injunctive relief against the breach or threatened breach of
                  the foregoing, in addition to any other legal remedies which
                  may be available. Employee further acknowledges and agrees
                  that, in the event of the termination of employment with the
                  Company (for whatever reason), Employee's experience and
                  capabilities are such that Employee can obtain employment
                  which is different or of a non-competing nature with the
                  Company; and that the enforcement of a remedy hereunder by way
                  of injunction shall not prevent Employee from earning a
                  reasonable livelihood.

                  (c) Extension of Period of Restraints. The Restraints
                  described in Section 1 of Part II above shall not expire until
                  the Employee has been in full, continuous compliance, both
                  during employment and for a period of twelve (12) months
                  thereafter, with the Restraints and other covenants set forth
                  in this Agreement.


                                      -4-
<PAGE>


         3. Enforcement by Third Party Beneficiaries, Assignees, and Successors

                  Employee acknowledges and agrees that the Restraints contained
         in this Agreement are for the benefit of the Company and certain third
         party beneficiaries related to the Company and that either the Company
         or such third party beneficiaries may enforce the terms of this
         Agreement. This Agreement inures to the benefit of and may be enforced
         by the Company's assignee or successor and the assignee or successor of
         any third party beneficiary.

         4. Enforceable

                  The provisions of this Agreement shall be enforceable
         notwithstanding the existence of any claim or cause of action of
         Employee against the Company whether predicated on this Agreement or
         otherwise.

      5.       Saving Provision

               Employee acknowledges that he or she has carefully read and
      understands this Agreement. The Employee agrees and stipulates that all
      provisions in this Agreement are fair and reasonable in light of all of
      the facts and circumstances of the relationship between Employee and the
      Company and that they are required to protect the legitimate business
      interests of the Company. Notwithstanding the above, Employee agrees that
      in the event that the Restraints (or any part thereof) shall be determined
      by any court of competent jurisdiction to be unenforceable by reason of
      being extended for too great a period of time, or as encompassing too
      large a geographic area, or over too great a range of activities, or any
      combination of these elements, that such portion shall be considered
      divisible as to scope, time and geographic area and that the Restraints
      shall be interpreted to extend to the maximum period of time, geographic
      area, and range of activities which the court deems reasonable and
      enforceable. All other provisions not deemed unenforceable will remain in
      full force and effect.

Rev. February 12, 2001


                                      -5-
<PAGE>



                                                                       Exhibit B






                              CONCORD CAMERA CORP.


                                CODE OF CONDUCT













Incorporated by reference to the Code of Conduct filed with Keith Lampert's
Terms of Employment (and Brian King's - see Exhibit 10.32) as an exhibit to the
Company's Annual Report on Form 10-K for the year ended June 30, 2001.


<PAGE>

                                                                       Exhibit C






                              CONCORD CAMERA CORP.
                  Executive Management Tax Equalization Policy

















Incorporated by reference to Exhibit 10.35 to the Company's Annual Report on
Form 10-K for the year ended June 29, 2002.