Scott
      L. Lampert

    Terms
      of Employment

    with

    Concord
      Camera Corp. 


    


    


    
      	1)	
              Position

            


    

    


    Intellectual
      Property and Business Development Counsel

    


    
      	
              2)

            	
              Employer

            


    

    


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

    


    
      	
              3)

            	
              Term

            


    

    


    The
      term
      hereof shall commence effective as of August 1, 2001 (the “Effective Date”) and
      shall continue thereafter, year-to-year, until terminated in accordance with
      Section 12 below. The employment may be terminated in accordance with Section
      12
      at any time during the term.

    


    
      	
              4)

            	
              Reports
                To

            


    

    


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

    


    
      	
              5)

            	
              Compensation

            


    

    


    Salary:
      $148,400 per annum payable in accordance with the Company’s normal payroll
      policies for employees. The aforesaid salary amount is to be reviewed on an
      annual basis. 

    


    Car
      Allowance: $500
      per
      month.

    


    
      	
              6)

            	
              Expense
                Reimbursement

            


    

    


    The
      Company will reimburse the employee for all reasonable documented expenses
      necessarily incurred in the performance of the employee’s duties.

    


    
      	
              7)

            	
              Employee
                Loan

            


    

    


    The
      Company will provide the employee with a loan in the amount of $25,000 on the
      terms and conditions set forth in the promissory note attached as Exhibit
      C
      (the
      "Note"); provided that employee has executed and delivered the Note to the
      Company. If the employee terminates his employment with the Company or the
      Company terminates the employee for cause (as defined below), then: (a) the
      entire unpaid principal balance of the Note will become due and payable, without
      notice or demand, on or before the 30th day after the effective date of said
      termination and, beginning on said 30th
      day,
      interest shall accrue thereon from that day forward at the rate of fifteen
      percent (15%) per annum until the Note is repaid in full; and (b) the Company
      will automatically be authorized,
      in its sole dis-cretion at any time after notice of termination has been given,
      to apply any monies owed or payable by the Company to the employee (whether
      pursuant to this Agreement or otherwise) toward repayment of the
      Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Scott
        L.
        Lampert

      Terms
        of
        Employment

      Page 2
        of
        6

    

    
 

    If
      the
      Company terminates the employee's employment without cause (as defined below),
      it will forgive the payment of any and all installments under the Note due
      after
      the effective date of the employee's termination.

    


    
      	
              8)

            	
              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.

    


    
      	9)	
              Bonus

            


    

    


    The
      employee shall be eligible for a discretionary bonus which is dependent upon
      the
      performance of the employee and the performance of the Company. The Company
      is
      not obligated to pay any specific bonus amount. The initial review for bonus
      shall occur on or about June 30, 2002. Subsequent bonus reviews shall take
      place
      every 12 months thereafter. To be eligible for a discretionary bonus, the
      employee must be employed by the Company at the time the bonus is
      paid.

    


    
      	10)	
              Options

            


    

    


    Subject
      to approval by the Compensation and Stock Option Committee of the Board of
      Directors of Concord, the employee will be granted an option to purchase up
      to
      3,000 shares of the common stock of Concord with vesting as to all 3,000 shares
      on May 10, 2003.

    


    
      	 	
              The
                exercise price per share of the option shall be the record share
                price as
                of the close of business on the date of grant. The option shall be:
                (1)
                subject to the terms and conditions of Concord's standard option
                agreement; 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.
                

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Scott
        L.
        Lampert

      Terms
        of
        Employment

      Page 3
        of
        6

       

    

    
      	
              11)

            	
              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):

     

    
      	
            	·	
              Life
                insurance at a rate of two (2) times base salary, up to the maximum
                established in the plan

            


    

    
      	
            	·	
              Medical
                and Dental insurance

            


    

    
      	
            	·	
              Disability
                Insurance

            


    

    
      	
            	·	
              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.

    


    
      	
              12)

            	
              Termination

            


    

    


    The
      Company may terminate the employee for cause at any time without notice. “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; (iv) fraud or dishonesty; (v) any
      action in bad faith which is to the detriment of the Company and/or any of
      its
      subsidiaries or affiliates; (vi) failure to comply with any of the provisions
      set forth in Exhibit
      A;
      or
      (vii) failure to comply with the Code of Conduct annexed as Exhibit
      B.

    


    Either
      party may terminate at any time for any reason or for no reason upon giving
      the
      other party 30 days’ written notice. If the Company terminates the employee for
      any reason other than cause, or for no reason, and such termination is made
      effective immediately or at any other time before the expiration of the
      foregoing 30-day notice period, then the Company shall pay the employee’s base
      salary, in lieu of notice, for the remainder of such notice period (the "Notice
      Payments").

    


    In
      addition, if the Company terminates the employee for any reason other than
      cause
      or for no reason, then the employee will receive severance payments (the
“Severance Payments”) that, when combined with any Notice Payments, are equal to
      two (2) months’ base salary. The combined total of all Severance Payments and
      any Notice Payments shall not exceed two (2) months’ base salary. By way of
      example: (i) if the employee receives fifteen (15) days' notice and Notice
      Payments equal to one-half of a month's base salary, then his Severance Payments
      will equal one and one-half (1 1/2) months’ base salary; and (ii) if the
      employee instead receives 30 days’ notice (such that there are no Notice
      Payments), then his Severance Payments will equal two (2) months’ base
      salary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Scott
        L.
        Lampert

      Terms
        of
        Employment

      Page 4
        of
        6

      
 

    

    Any
      and
      all Notice Payments and/or Severance Payments will be paid in installments
      (net
      of required withholding) in accordance with the Company’s normal payroll
      schedule. The Company’s obligation to make any Notice Payments and/or any
      Severance Payments is conditioned upon the employee’s prior and continued
      compliance with all provisions of this Agreement including, but not limited
      to,
      those set forth in Exhibit
      A.

    


    In
      the
      event that the employee’s employment terminates for any reason at all,
      voluntarily or involuntary, benefits provided to the 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.

    


    
      	
              13)

            	
              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 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.

    


    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.

    


    
      	14)	
              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. The foregoing would
      include, but not be limited to, any agreement or covenant relating to
      non-competition, non-solicitation, confidentiality and/or non-interference.
      If
      the employee has ever signed or been subject to one or more agreements of the
      nature described above, the employee promptly disclosed them to the Company
      and
      provided the Company with complete copies of them.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Scott
        L.
        Lampert

      Terms
        of
        Employment

      Page 5
        of
        6

       

    

    
      	
              15)

            	
              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 this Agreement and the subject matter hereof.

    


    
      	16)	
              Indemnification

            


    

    


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

    


    
      	
              17)

            	
              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.

    


    
      	
              18)

            	
              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.

    


    
      	
              19)

            	
              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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Scott
        L.
        Lampert

      Terms
        of
        Employment

      Page 6
        of
        6

      
 

    

    
      	
              20)

            	
              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 or her 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/
                Scott L.
                Lampert                           

            	
              By:
                /s/
                Brian F.
                King                                           
                

            
	
              Scott
                L. Lampert

            	
              Brian
                F. King, Senior Vice President

            
	 	 
	 	 
	
              Date:
                8/10/01    
                

            	
              Date:
                8/10/01    
                

            


    

    


    


    Rev.
      02/05/01

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


      Exhibit
        A  

      


      


      


      CONFIDENTIALITY/INTELLECTUAL
        PROPERTY RESTRICTIONS

      AND
        NON-COMPETE

       

       

      


      


      


      


      


      Incorporated
        by reference to the Company’s annual report on Form 10-K for the fiscal year
        ended June 28, 2003 which Confidentiality/Intellectual Property
        Restrictions and Non-Compete, dated February 12, 2001, was filed as part
        of
        Exhibit 10.41.

      


      


      


      Rev.
        February 12, 2001

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      Exhibit
        B

      


      


      


      


      


      CONCORD
        CAMERA CORP.


      


      


      CODE
        OF CONDUCT

       

       

      


      


      Incorporated
        by reference to the Company’s annual report on Form 10-K for the fiscal year
        ended June 29, 2002 which Code of Conduct, dated August 10, 2000, was filed
        as
        part of Exhibit 10.30.

      


      


       

      


      Revised
        08/10/00

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


        Exhibit
          C

        


        PROMISSORY
          NOTE

        


        
          	U.S. $25,000.00	
                  August
                    __,
                    2001

                


        

         

        


        The
          undersigned, Scott L. Lampert, an individual (hereinafter the "Borrower"),
          unconditionally promises to pay to the order of CONCORD CAMERA CORP., a
          New
          Jersey corporation (hereinafter "Concord"), at its offices at 4000 Hollywood
          Boulevard, Suite 650N, Hollywood, Florida, 33021, or at such other place
          as
          Concord may from time to time designate, the principal sum of TWENTY-FIVE
          THOUSAND UNITED STATES DOLLARS (U.S.$25,000.00), or so much thereof as
          may be
          outstanding from time to time.

        


        The
          principal shall be payable in lawful money of the United States of America,
          by
          direct deduction from Borrower’s twice monthly payroll check by Concord, in the
          amount of Two Hundred Fifty Dollars ($250.00) per pay period. Deductions
          shall
          continue to be taken by Concord for a period of fifty (50) months or until
          the
          entire principal amount is paid. 

         

        If
          at any
          time after the date of this Note: (i) Borrower sells any shares of Concord
          common stock that were acquired by Borrower upon one or more exercises
          of stock
          option(s) granted by Concord; and/or (ii) Concord decides (in its sole
          discretion) to pay a bonus to the Borrower, then fifty percent (50%) of
          all such
          gross sale proceeds and/or bonuses shall be deducted by and/or paid to
          Concord
          and applied toward repayment of the unpaid balance of this Note. All such
          amounts and payments shall be applied first to interest then due, if any,
          and
          the balance to the last payments of principal due hereunder.
          The
          remaining unpaid principal shall be due and payable in full on September
          30,
          2005, if not already paid. After September 30, 2005, or upon any default,
          this
          Note shall bear interest at the rate of fifteen percent (15%) per annum.
          This
          Note may be prepaid at any time, in whole or in part, without penalty or
          premium.

         

        The
          Borrower agrees to pay all amounts due hereunder free and clear of and
          without
          deduction for any present or future tax, levy, deduction, charge or withholding,
          or any liability with respect thereto.

        


        Upon
          the
          happening of any of the following events, each of which shall constitute
          a
          default hereunder, the entire unpaid principal balance and all interest
          payable
          under this Note shall immediately become and be due and payable without
          notice,
          demand, presentment or protest of any kind:

        


        (a) Borrower
          fails to pay when due any principal or interest of this Note or to perform
          or
          pay, when due, any other obligation or liability to Concord;

        


        (b) A
          receiver, liquidator or trustee of the Borrower is appointed or Borrower
          is
          adjudicated as a bankrupt or insolvent, the bankruptcy, reorganization,
          arrangement or other relief is sought by or against the Borrower, and if
          such
          appointment, adjudication, seeking or proceeding was involuntary and not
          consented to by the Borrower, upon same not being discharged, stayed or
          dismissed within thirty (30) days;

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        (c) Any
          writ
          of attachment or writ of garnishment is issued or any lien is filed against
          the
          property of the Borrower or any substantial part of the property of the
          Borrower
          is taken into possession at the instance of any governmental
          authority;

        


        (d) Any
          event
          of default occurs under any other agreement now or hereafter in effect
          between
          Borrower and Concord; or

        


        (e) A
          material judgment is entered against the Borrower.

        


        If
          Borrower's employment with Concord is terminated: (i) by Concord for "cause,"
          as
          defined in the most recent Terms of Employment between Borrower and Concord;
          or
          (ii) by Borrower, then the entire unpaid principal balance and all interest
          payable under this Note shall automatically become and be due and payable
          on
          or
          before the 30th day after the effective date of said termination, without
          notice, demand, presentment or protest of any kind. Borrower's failure
          to repay
          the aforesaid amounts in full on or before the
          30th
          day after the effective date of said termination
          shall
          constitute a default hereunder.

        


        If
          Concord terminates the Borrower's employment without "cause" (as defined
          in the
          most recent Terms of Employment between the Borrower and Concord), it will
          forgive the payment of any and all installments under this Note due after
          the
          effective date of such termination.

        


        The
          Borrower and all others who are or at some future date may become liable
          for the
          payments required hereunder, if any, authorize Concord, in its sole dis-cretion
          at any time after an event of default hereun-der, to, in such order as
          Concord
          may elect, apply to the payment of obligations due and owing hereunder,
          any and
          all monies of any of the above noted parties, now or hereafter in the possession
          of Concord. Additions to, release-s, reductions or exchanges of or substitutions
          for the foregoing, payments on account of this Note or increases or extensions
          of the same, or other loans made by Concord, may from time to time be made
          without affecting the provisions of this Note or the liabilities of any
          party
          hereto. 

        


        Concord
          shall have all of the rights and remedies of a creditor under all applicable
          law. Without limiting the generality of the foregoing, upon the occurrence
          of
          any default hereunder, Concord may, at its option, and without notice or
          demand:
          (i) declare the entire unpaid principal and accrued interest ac-celerated
          and
          due and payable at once; and (ii) set-off against this Note all monies
          owed by
          Concord in any capacity to Borrower, whether or not due, and Concord shall
          be
          deemed to have exercised such right of set-off, and to have made a charge
          against any such money immediately upon the occurrence of such default,
          although
          made or entered on the books subsequent thereto. Borrower shall be and
          shall
          remain liable for any deficiency.

        


        The
          provisions of this Note shall be construed according to the laws of the
          State of
          Florida. No delay or omission on the part of Concord in exercising any
          right
          hereunder shall operate as a waiver of such right or of any other rights
          under
          this Note. Presentment, demand, protest, notice of dishonor and all other
          notices are hereby waived by Borrower. Borrower shall pay all costs of
          collection and attorneys' fees, which shall include reasonable attorneys'
          fees
          of any suit, out of court, in trial, on appeal, or preliminary to any of
          the
          foregoing, incurred or paid by Concord in enforcing this Note or preserving
          any
          right or interest of Concord hereunder. Any notice to Borrower shall be
          sufficiently served for all purposes if placed in the mail, postage prepaid,
          addressed to, or left upon the premises at the address of Borrower as provided
          to Concord.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        


        Concord
          is hereby authorized by Borrower without notice, to date this Note as of
          the day
          when the disbursement of the loan evidenced hereby is made. Concord's rights
          hereunder and under any other agreement or writing, or under applicable
          law,
          shall be cumulative. If any provision of this Note shall be invalid or
          unenforceable, the remaining provisions shall remain in full force and
          effect.
          This Note may not be assigned nor assumed without Concord's prior written
          consent, which consent may be granted by Concord or denied by Concord,
          in
          Concord's sole and absolute discretion.

        


        The
          parties agree that Broward County, Florida is the proper venue for any
          and all
          legal proceedings arising out of this Note. BORROWER AND CONCORD HEREBY
          WAIVE
          TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER
          BORROWER OR CONCORD AGAINST THE OTHER, AND BASED UPON, ARISING OUT OF OR
          CONNECTED WITH THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED IN
          CONNECTION WITH THIS NOTE OR LOAN.

        


        IN
          WITNESS WHEREOF, this Promissory Note has been executed on the day and
          year
          first written above.

        


        


        
          	
                  ____________________________________

                  Scott
                    L. Lampert

                


        

        
        

        Executed
          in the presence of:

         

        __________________________

        (Signature
          of Witness)

         

        
          
            
            

          

          
            3