<PAGE>


                                                                   Exhibit 10.2


                     AMENDMENT NO. 3 TO TERMS OF EMPLOYMENT
                                       of
                                GERALD J. ANGELI
                                      with
                              CONCORD CAMERA CORP.

         AMENDMENT No. 3, dated as of January 1, 2003, to Terms of Employment
dated as of April 17, 2000, as heretofore amended (as amended, the "Agreement")
by and between CONCORD CAMERA CORP. (the "Company") and GERALD J. ANGELI (the
"employee").

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:

         1.       Section 3 of the Agreement is hereby deleted and replaced in
                  its entirety with the following:

         "3)      Term

                  The term hereof shall commence as of January 1, 2003 and shall
                  continue thereafter, year-to-year, until terminated in
                  accordance with Section 15 below. The employment may be
                  terminated in accordance with Section 15 below at any time
                  during the term."

         2. In the first sentence of Section 5 of the Agreement (entitled
"Compensation"), the salary is hereby increased to $200,000 per annum effective
as of January 1, 2003.

         3. Effective as of January 25, 2003, the previous Code of Conduct
attached to the Agreement as Exhibit B (dated August 10, 2000) is hereby deleted
and replaced in its entirety with the Exhibit B, dated January 12, 2003,
attached hereto.

         4. Section 15 of the Agreement is deleted and replaced in its entirety
with the following:

         "15)     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.


                                       1

<PAGE>


                  Either party may terminate at any time for any reason or for
                  no reason upon giving the other party three (3) months'
                  written notice. If the Company terminates the employee for any
                  reason other than cause, or for no reason:

                           (a) if such termination is made effective immediately
                  or at any other time before the expiration of the foregoing
                  3-month 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"); and

                           (b) as additional consideration for the covenants of
                  employee set forth in Section 16 and Exhibit A, then, after
                  the Company has made any Notice Payments the employee is
                  entitled to receive pursuant to subparagraph (a) of this
                  section, the employee shall receive a payment (the
                  "Non-Compete Payment") equal to up to twelve (12) months' of
                  his base salary (net of required withholding). Notwithstanding
                  any provision of this Agreement to the contrary, in no event
                  shall the employee receive Notice Payments and/or a
                  Non-Compete Payment which, when aggregated, exceed twelve (12)
                  months' of his base salary. By way of example, if pursuant to
                  this section: (i) the employee receives Notice Payments equal
                  to one (1) month's base salary, then his Non-Compete Payment
                  will be for eleven (11) months' base salary; (ii) the employee
                  instead receives three (3) months' notice, such that there are
                  no Notice Payments, then his Non-Compete Payment will be for
                  twelve (12) months' base salary; or (iii) the employee
                  receives Notice Payments equal to three (3) month's base
                  salary, then his Non-Compete Payment will be for nine (9)
                  months' base salary.

                  Any and all Notice Payments and the Non-Compete Payment shall
                  be payable in installments (net of required withholding) in
                  accordance with the Company's normal payroll schedule and
                  shall not be payable simultaneously. The Company's obligation
                  to make any Notice Payments and/or the Non-Compete Payment 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 Section 16 and Exhibit A.

                  If the employee's employment is terminated by the Company for
                  cause, or by the employee, then the employee will not receive
                  a Non-Compete Payment or any Notice Payments but all of his
                  obligations under the provisions of this Agreement, including
                  but not limited to those set forth in Section 16 and Exhibit
                  A, nevertheless remain in full force and effect.

                  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."


                                       2

<PAGE>



         5. Unless otherwise provided herein, all capitalized terms shall have
the meaning assigned to such terms in the Agreement.

         6. Except as otherwise provided in paragraph 3 above, the foregoing
amendments are effective as of January 1, 2003. Except as hereby amended, the
Agreement shall continue in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.


EMPLOYEE:                                     CONCORD CAMERA CORP.


     /s/ Gerald J. Angeli                     By: /s/ Keith L. Lampert
---------------------------------                 -----------------------------
Gerald J. Angeli                                  Keith L. Lampert
                                                  Executive Vice President
                                                   Chief Operating Officer

Date:  4/15/03                                Date: 4/21/03
      ---------------------------                   ---------------------------



                                       3


<PAGE>

                                                                       Exhibit B





                              CONCORD CAMERA CORP.



                                 CODE OF CONDUCT






                                       i

<PAGE>




                            CERTIFICATE OF COMPLIANCE


         I hereby acknowledge receipt of the attached Concord Camera Corp. Code
of Conduct and have read and understand it. I agree to abide by the terms of the
Code of Conduct. I understand that any violation of the Code of Conduct will
subject me to appropriate disciplinary action. I further understand and
acknowledge that the Code of Conduct is not a contract of employment and does
not alter my status as an at-will employee.


                                     --------------------------------------
                                                  (Signature)


                                     --------------------------------------
                                                 (Printed Name)


                                     --------------------------------------
                                                  (Position)


                                     --------------------------------------
                                                  (Address)


                                     --------------------------------------
                                                 (Date Signed)


                                       ii


<PAGE>


                                    CONTENTS

I.       INTRODUCTION....................................................    1

II.      CITIZENSHIP AND PUBLIC RESPONSIBILITY...........................    1
         1.       Compliance with Laws...................................    1
         2.       Relations with Customers and Other Third Parties.......    2
         3.       Competition............................................    3
         4.       Proper Accounting and Financial Integrity..............    4

III.     USE OF COMPANY ASSETS, FACILITIES AND SERVICES..................    5
         1.       Improper Payments......................................    5
         2.       Political Contributions................................    6
         3.       Safeguarding Assets....................................    6

IV.      SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF
         SERVICES........................................................    6

V.       CONFLICT OF INTEREST; CORPORATE OPPORTUNITIES...................    6

VI.      SECURITIES TRADING..............................................    8
         1.       Inside Information.....................................    8
         2.       Trading Guidelines.....................................    9
         3.       Reporting and Other Obligations........................    9

VII.     ACCURATE AND TIMELY PERIODIC REPORTS............................    10

VIII.    DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION..................    10

IX.      OWNERSHIP OF INTELLECTUAL PROPERTY..............................    11

X.       COMPETITION WITH THE COMPANY....................................    12

XI.      ENVIRONMENT, HEALTH AND SAFETY..................................    13

XII.     EMPLOYMENT ISSUES...............................................    13
         1.       Equal Opportunity......................................    13
         2.       Harassment.............................................    13
         3.       Disability.............................................    13

XIII.    INTERNAL COMMUNICATION; ENFORCEMENT
         OF POLICY; REPORTING SUSPECTED NON-COMPLIANCE...................    14

XIV.     EFFECTS OF FAILURE TO COMPLY WITH CODE..........................    15

XV.      WAIVERS.........................................................    15

XVI.     CODE NOT A CONTRACT OF EMPLOYMENT...............................    15

XVII.    NAMES AND NUMBERS...............................................    16


                                      iii

<PAGE>


                              CONCORD CAMERA CORP.
                                 CODE OF CONDUCT

I. INTRODUCTION

         This Code of Conduct is a statement by Concord Camera Corp. of the
manner in which it intends to conduct its business activities. It sets forth the
standards of conduct and ethics which Concord Camera Corp. requires of each of
its directors, officers and employees and the directors, officers and employees
of each of its subsidiary companies.

         This Code of Conduct is not an employment contract. It does not change
the status of any at-will employee of Concord Camera Corp. or any of its
subsidiary companies. Compliance with its terms, however, is a condition to
continued employment and, as the case may be, directorship with Concord Camera
Corp. and its subsidiary companies. Accordingly, each director, officer and
employee of Concord Camera Corp. and each of its subsidiary companies must
acknowledge receipt of this Code of Conduct and agree to be bound by its terms.

         Concord Camera Corp. reserves the right to modify this Code of Conduct,
at its sole discretion. Concord Camera Corp. will update these standards from
time to time as it deems appropriate to reflect changes in the legal and
regulatory framework applicable to Concord Camera Corp., the business practices
within its industry, its own business practices and the prevailing ethical
standards of the community in which it operates. It is the responsibility of
each and every individual director, officer and employee of Concord Camera Corp.
and its subsidiaries to comply with this Code of Conduct.

         All references in this Code of Conduct to the "Company" include Concord
Camera Corp. and each of its subsidiary companies.

II. CITIZENSHIP AND PUBLIC RESPONSIBILITY

         The Code of Conduct is intended to apply to all business activities
conducted on behalf of the Company. The success of the Company is predicated on
conducting its business affairs in a socially responsible manner, while seeking
to promote the most important dynamic of a public company: earning the profits
which make possible the continued existence and growth of the Company,
satisfying investors' expectations of a fair return, providing jobs for
employees, and contributing to the well-being of the various communities in
which the Company does business.

         1. Compliance with Laws, Rules and Regulations

                  Recognition of the public interest must be a permanent Company
commitment in the conduct of its affairs. The activities of all of the Company's
employees, officers and directors (collectively referred to hereinafter as
"Affiliates") acting on its behalf must always be in full compliance with
applicable laws and governmental regulations. In this regard, no Affiliate
should assist a third party in violating any applicable law or governmental
regulation. When there is any doubt as to the lawfulness of any proposed
activity, advice must be sought from the Company's Corporate Counsel or Chief
Executive Officer who, where appropriate, will confer with counsel to the
Company.




                                       1

<PAGE>


                  The Company is committed to:

                  o        maintaining a safe and healthy work environment;

                  o        promoting a workplace that is free from
                           discrimination or harassment based on any legally
                           protected status including but not limited to sex,
                           race, national origin, religion or age;

                  o        supporting fair competition and laws prohibiting
                           restraints of trade and other unfair trade practices;
                           and

                  o        conducting its activities in compliance with all
                           applicable governmental laws, rules and regulations,
                           including all applicable state and federal securities
                           laws.

                  Violation of applicable laws or governmental regulations may
subject the Company and any involved Affiliate to severe consequences, including
injunctions, monetary damages (which could far exceed the value of any gain
realized as a result of the violation, and which could be tripled in certain
cases), fines, and criminal penalties, including imprisonment. Actual or
apparent violations of applicable laws or governmental regulations by the
Company and any involved Affiliate can also undermine the confidence of the
Company's investors, creditors and bankers, as well as the general public.

         2. Relations with Customers and Other Third Parties

                  (a) It is the Company's fundamental objective and policy to:

                           o        provide customers with quality merchandise
                                    and service at fair prices;

                           o        deal with customers fairly, honestly and
                                    courteously;

                           o        ascertain and satisfy customers needs; and

                           o        live up to obligations to customers and
                                    satisfy their complaints fairly and with
                                    dispatch, forever mindful of the fact that a
                                    satisfied customer is a valuable Company
                                    asset.

                  (b) The Company is also committed to promoting the values of
honesty, integrity and fairness in the conduct of its business and sustaining a
work environment that fosters mutual respect, openness and individual integrity.
Affiliates are expected to deal honestly and fairly with the Company's
customers, suppliers, competitors and other third parties. To this end,
Affiliates shall not:



                                       2


<PAGE>

                           o        make false or misleading statements to
                                    customers, suppliers or other third parties;

                           o        make false or misleading statements about
                                    competitors;

                           o        solicit or accept any fee, commission or
                                    other compensation for referring a customer
                                    to a third party vendor; or

                           o        otherwise take unfair advantage of the
                                    Company's customers or suppliers, or other
                                    third parties, through manipulation,
                                    concealment, abuse of privileged information
                                    or any other unfair dealing practice.

         3. Competition

                  The purpose of the United States federal and state antitrust
and trade practice laws is to preserve our free enterprise system. These laws
are founded on the belief that the public interest is best served by vigorous
and fair competition, free from collusive agreements among competitors. The
Company is committed to this belief, and while the Company competes aggressively
and creatively in its business activities, its efforts in the marketplace will
be conducted in a fair and ethical manner in strict accordance with the letter
and spirit of applicable antitrust and trade practice laws.

                  Affiliates must be aware of the serious criminal and civil
consequences of violations of these laws. First, a violation of the antitrust
laws may be prosecuted as a felony, and conviction may result in heavy corporate
and individual fines, and substantial prison sentences. Second, injunctions
obtained by the United States Department of Justice or a State Attorney General,
or orders by the Federal Trade Commission ("FTC"), may place severe restrictions
on the Company. Violation of an injunction is punishable by fine or
imprisonment; and violation of an FTC Order can result in substantial monetary
penalties. Finally, persons injured by violations of certain of the antitrust
laws may sue and recover triple the amount of their actual damages.

                  The antitrust laws forbid collusion among competitors to
restrain trade and attempts or conspiracies to monopolize by means of predatory
or unfair tactics. They also prohibit certain restrictive arrangements with
customers, particularly those that fix resale prices or otherwise unreasonably
restrain customer sales or purchases of merchandise. Any agreement, mutual
consent or understanding, whether expressed or implied, oral or written, may be
sufficient to establish collusion. It is illegal to collude with competitors to:

                  (a)      raise, lower, maintain, stabilize or otherwise fix
                           prices, discounts, allowances, credit terms or any
                           other price elements;

                  (b)      fix the price at which merchandise will be purchased
                           from suppliers or resold by customers;

                                       3


<PAGE>


                  (c)      limit or control production or sales;

                  (d)      allocate customers or divide markets or marketing
                           territories; or

                  (e)      boycott suppliers or customers.

                  No Affiliate may participate in any such collusive arrangement
or practice with a competitor. Nor may any Affiliate engage in any predatory or
unfair conduct designed to exclude competition; enter into, or discuss, any
arrangement with a customer to fix resale prices; or, except with the prior
approval of the Company's Chief Executive Officer, enter into any arrangement
with a customer otherwise restricting the customer's ability to purchase or sell
merchandise.

                  It is equally important to avoid contacts and dealings with
competitors that might lead to an inference of collusion. Accordingly, no
Affiliate may discuss with a competitor any of the above topics, including
prices (past, present or future), pricing procedures, profit levels, selection
of resources, merchandising plans or other competitive business information. If
a simple refusal to participate is not sufficient to end the discussion, an
Affiliate should leave the meeting and promptly report the incident to the
Company's Chief Executive Officer who, where appropriate, will confer with
counsel to the Company.

                  Trade associations, trade shows and similar activities are
particularly sensitive because they provide an opportunity for gatherings of
competitors. The Company supports only those trade associations and activities
which perform useful and legitimate functions in our industry. Affiliates may
attend activities of trade associations at which competitors are present only
with management's approval.

         4. Proper Accounting and Financial Integrity

                  All financial transactions must be executed in accordance with
management's general or specific authorization. The Company's books, records and
accounts must reflect, accurately and fairly and within the Company's regular
system of accountability, all of the Company's transactions and the acquisition
and/or disposition of its assets. All transactions must be accurately recorded
to permit the preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") consistently applied and other
applicable rules, regulations and criteria, and to insure full accountability
for all of the Company's assets and activities. Any proposed accounting
adjustment that materially departs from GAAP must be reported to the Audit
Committee of the Board of Directors of Concord Camera Corp. (hereinafter, the
"Audit Committee") and the Company's independent auditors. In addition, all
material off-balance-sheet transactions, arrangements and obligations
(contingent or otherwise), and other relationships of the Company with
unconsolidated entities or other persons that may have material current or
future effects on the financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources or
significant components of revenues or expenses must be disclosed to the Audit
Committee and the Company's independent auditors. Under no circumstances may
there be any unrecorded Company funds or assets, regardless of the purpose for
which the funds or assets may have been intended, or any improper or inaccurate
entry knowingly made on the Company's books and records. No payment on behalf of
the Company may be approved or made with the intention or understanding that any
part of the payment is to be used for a purpose other than as described by the
documents supporting the payment.


                                       4

<PAGE>


                  All Affiliates must cooperate fully with the Company's
internal audit staff, independent auditors, the Audit Committee and counsel to
enable them to discharge their responsibilities to the Company. No Affiliate may
interfere with or seek to improperly influence, directly or indirectly, the
auditing of the Company's financial records. Violation of these provisions shall
result in disciplinary action, up to and including termination, and may also
subject the violator to substantial civil and criminal liability.

                  If an Affiliate becomes aware of any improper transaction or
accounting practice concerning the resources of the Company, he or she should
report the matter immediately to his or her supervisor or to a member of the
Audit Committee. An Affiliate may also file a confidential, anonymous complaint
with the Chairman of the Audit Committee, Ronald S. Cooper, if the Affiliate has
information regarding questionable accounting or auditing matters. There will be
no retaliation against Affiliates who disclose questionable accounting or
auditing matters in good faith.

III. USE OF COMPANY ASSETS, FACILITIES AND SERVICES

         The use of Company assets, including proprietary information,
facilities or services, for any unlawful, improper or unauthorized purpose is
strictly prohibited.

         No Affiliate may make any expenditures or otherwise make any
commitments affecting the Company's assets unless properly authorized.

         1. Improper Payments

                  No payments or gifts of anything of value (in money, property,
discounts, services, rebates or otherwise), regardless of form, may be made or
offered, directly or indirectly, in the conduct of the Company's affairs:

                  (a)      to any domestic or foreign governments, agencies,
                           officials, employees or agents, for purposes other
                           than the satisfaction of lawful obligations; or

                  (b)      to any private party, involving the use of the
                           Company's assets or resources, except in the ordinary
                           course of business.

                  Such payments or gifts, whether or not called gratuities and
whether or not expressly or impliedly in exchange for certain conduct, may be
perceived to be bribery or otherwise improper and are prohibited.



                                       5

<PAGE>

         2. Political Contributions

                  No contributions of Company assets or resources or use of its
facilities, regardless of form, may be made or offered, directly or indirectly,
by any Affiliate to any political party, or any candidate for, or holder of,
political office, either domestic or foreign. Affiliates must refrain from
applying any pressure on or harassment of other Affiliates in political matters.

                  These restrictions are not intended to prohibit or discourage
Affiliates from making personal contributions to political candidates or parties
of their choice, or from participating in the political process for their own
account and on their own time. Personal political contributions by Affiliates,
however, will not be reimbursed by the Company, directly or indirectly.

         3. Safeguarding Assets

                  Company assets must be safeguarded not only against
inadvertent loss, but also against intentional misappropriation. Assets include
not only cash, fixtures, furniture and equipment, but also merchandise, business
and product plans, trade secrets and other proprietary or confidential
information and related matters.

IV. SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF SERVICES

         The selection of a vendor or supplier of goods and/or services to the
Company must be based on quality, need, performance and cost.

         In dealing with vendors, it is the responsibility of all Affiliates to
actively promote the best interests of the Company, within legal limits, through
aggressive attention to opportunities and to obtaining fair terms and treatment
for the Company.

V. CONFLICT OF INTEREST; CORPORATE OPPORTUNITIES

         No Affiliate may directly or indirectly engage or participate in, or
authorize, any transaction or arrangement involving, or raising questions of,
possible conflict, whether ethical or legal, between the interests of the
Company and the personal interests of the Affiliate.

         No Affiliate or any member of his or her family may, directly or
indirectly, acquire or hold any beneficial interest of any kind in any firm or
entity ("Related Company") that does, or in the recent past did, business with
the Company, or which is currently or prospectively competing in any manner with
the Company. This prohibition does not apply to the acquisition or holding of
any security in a Related Company through a mutual fund or of any interest
therein not in excess of 1% of any class of securities listed on a national
securities exchange or traded in an established over-the-counter securities
market. Activities and holdings which have the appearance of impropriety must
also be avoided.

         No Affiliate or any member of his or her family may, directly or
indirectly, seek, accept or retain gifts or other personal or business favors
from any Related Company or from any individual or organization seeking to do
business with the Company. Such personal or business favors include any type of
gift, gratuity, use of facilities, favor, entertainment, service, loan, fee or
compensation or anything of monetary value. Specific exceptions to this
prohibition will be made if there is no reasonable likelihood of improper
influence in the performance of duties on the part of the Affiliate on behalf of
the Company and if the personal benefit falls into one of the following
categories:



                                       6

<PAGE>

         o        normal business courtesies, such as meals, involving no more
                  than ordinary amenities;

         o        paid trips or guest accommodations in connection with the
                  Company's business and with the prior approval of the Chief
                  Financial Officer or Chief Executive Officer;

         o        fees or other compensation received from any organization in
                  which membership or an official position is held, but only if
                  approved by the Chief Financial Officer or Chief Executive
                  Officer;

         o        loans from financial institutions made in the ordinary course
                  of their business on customary terms and at prevailing rates;

         o        gifts of nominal value (less than $100) during the holiday
                  season.

         No Affiliate or any member of his or her family may serve as a
director, officer or employee of, or consultant to, or otherwise operate, a
competitor or a Related Business without the prior approval of the Company's
Chief Financial Officer or Chief Executive Officer who, where appropriate, will
confer with counsel to the Company. For purposes of this section, the term
"family" shall include spouse, minor or adult children or step-children,
parents, grandparents, grandchildren, or individuals residing in the employee's
household, whether or not related.

         If any Affiliate, or member of his or her family, directly or
indirectly owns a financial interest in, or has an obligation to, a Related
Business, and if that interest or obligation is significant to the Affiliate or
family member, neither the Affiliate nor his or her family member may conduct
business with the Related Business without the prior written approval of the
Company's Chief Financial Officer or Chief Executive Officer who, where
appropriate, will confer with counsel to the Company.

         No Affiliate and no member of his or her family member may act as a
broker, finder or other intermediary for his or her benefit, or for the benefit
of any third party, in any transaction involving the Company without the prior
written approval of the Company's Chief Financial Officer or Chief Executive
Officer who, where appropriate, will confer with counsel to the Company.

         Gifts or entertainment which have an aggregate value in any year in
excess of $100 are considered to be excessive and may not be accepted by any
Affiliate. This prohibition shall also apply to common courtesies and
hospitalities if their scale or nature would in any way appear to affect the
impartiality of the Affiliate or imply a conflict of interest. However, this
prohibition is not meant to preclude an Affiliate's acceptance of business
entertainment that is not intended to influence his or her obligations to the
Company and which is reasonable in nature, frequency and cost; for example, a
lunch, dinner or occasional athletic, social or cultural event, or participation
in corporate promotional events.


                                       7


<PAGE>

         An Affiliate must make every effort to refuse to accept, or to return,
any gift or gifts from a Related Business exceeding $100 in value. If the
Affiliate determines that the donor would be insulted or embarrassed if the gift
is refused or returned, a conflict can be avoided by promptly reporting the gift
to the Affiliate's supervisor, if applicable, and delivering to that person the
gift or a check payable to the Company for the fair value of the gift (which the
Company will then donate to charity).

         Directors and officers shall notify the Corporate Counsel, and
employees shall notify their immediate supervisor, of the existence of any
actual or apparent conflict of interest and/or any material transaction or
relationship that reasonably could be expected to give rise to a conflict of
interest.

VI. SECURITIES TRADING

         1. Inside Information. Affiliates may not disclose material
nonpublic (i.e., "inside") information concerning the Company to anyone not
employed by the Company, or to any Affiliate who has no business need for such
information, unless and until the information has been publicly released by the
Company.

         Affiliates are also prohibited from buying or selling, directly or
indirectly through third parties, the publicly-traded securities of any company,
including the Company, on the basis of material nonpublic information
concerning, or obtained directly or indirectly from or through, the Company.

         What is "material"? Material information is information that would be
expected to affect either the investment decision of a reasonable investor or
the market price of the stock. Material information may include information
(whether positive or negative) relating to earnings, dividend actions, mergers
or acquisitions, new products, personnel changes, labor operations, marketing
changes or other matters, each depending upon all the relevant facts and
circumstances. It may at times be difficult to determine materiality,
particularly on a prospective basis, and the facts in each case must be
carefully weighed. It should be remembered that plaintiffs who challenge and
judges who rule on particular transactions or activities have the benefit of
hindsight. Therefore, whenever there is any question concerning materiality, the
Affiliate should either refrain from trading or consult the Company's Corporate
Counsel or Chief Executive Officer who, where appropriate, will confer with
counsel to the Company.

         What is "non-public"? Information is non-public if it has not been
disseminated in the Company's annual or periodic reports to shareholders, has
not previously been the subject of a widely disseminated press release intended
for and made available to the public, or has not been widely reported in the
media, market letters, statistical services or the like. The mere existence of
widespread rumors or unconfirmed press speculation concerning the information,
however, does not mean that the information has been adequately disseminated.



                                       8


<PAGE>

         2. Trading Guidelines. Investment by Affiliates in the Company's
stock is generally desirable and should not be discouraged. However, such
investments must be made with caution and with recognition of the legal
prohibitions concerning the use by corporate "insiders" of confidential
information for their own profit. Guidelines to aid employees in determining
when trading in the Company's stock are appropriate are set forth below. It
should be noted that "trading" includes not only purchases and sales, but also
exercises of options, warrants, puts and calls, etc. The prohibition on the use
of material inside information also extends to the securities of other entities,
such as Related Companies, as to which an Affiliate may become in possession of
non-public information in the course of his or her employment by the Company.

                  A. An Affiliate may not trade if the Affiliate has knowledge
of material information about the Company which has not been made widely
available to the investing public. If there are questions whether information
may be material, or if it has not been made widely available to the investing
public, the matter should be discussed with the Company's Corporate Counsel or
Chief Executive Officer who, where appropriate, will confer with counsel to the
Company. Once information has been released by the Company, an Affiliate must
still refrain from trading until sufficient time has passed to insure that the
information has been made widely available to the investing public. In most
cases, an Affiliate should refrain from trading until 48 hours after release by
the Company of the information. If there are questions as to whether it is
appropriate to trade in given circumstances, the Affiliate should contact the
Company's Corporate Counsel or Chief Executive Officer for advice before
trading.

                  B. Officers and directors may not trade, without prior
permission, during any period which counsel to the Company has designated as a
limited trading period for the Company, whether or not they possess any material
inside information about the Company. While the reasons for a limited trading
period or entry on a restricted list will generally not be given, counsel to the
Company will attempt to limit the restrictions to those reasonably necessary in
the best interests of the Company.

                  C. Directors of the Company and officers who have been
designated by the Board of Directors as "officers" for securities law reporting
purposes (hereinafter "Executive Officers") must always obtain prior permission
from the Compliance Officer before trading. Other officers may trade if no
limitation on trading has been declared and the officer does not possess any
material information about the Company which has not been publicly disclosed.

         3. Reporting and Other Obligations. Executive Officers, directors
and significant beneficial owners of the Company's common stock are also subject
to specific reporting and other requirements under federal and state securities
laws. Each of these persons will receive questionnaires and requests for
information from the Company from time to time to aid the Company in complying
with these laws. It is incumbent upon such persons to provide such information
promptly, fully and accurately. Each person who is or becomes a beneficial owner
of 10% or more of any class of the Company's securities must also comply with
the reporting requirements and liability provisions of Section 16 of the
Securities Exchange Act of 1934.


                                       9


<PAGE>

VII. ACCURATE AND TIMELY PERIODIC REPORTS

         The Company is committed to providing investors with full, fair,
accurate, timely and understandable disclosure in the periodic reports that it
files with the U.S. Securities and Exchange Commission ("SEC") and in other
public communications made by the Company. To this end, the Company shall:

         o        maintain a system of internal accounting controls that will
                  provide reasonable assurances to management that all
                  transactions are properly recorded;

         o        maintain books and records that accurately and fairly reflect
                  the Company's transactions;

         o        maintain a system of disclosure controls and procedures that
                  will provide reasonable assurance to management that material
                  information about the Company is made known to senior
                  management, particularly during the periods in which the
                  Company's periodic reports are being prepared; and

         o        present information in a clear, understandable and orderly
                  manner in the Company's periodic reports.

         All Affiliates are required to cooperate with management of the Company
to help achieve these goals.

VIII. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION

         Safeguarding confidential information concerning the Company, its
present and prospective business, and its customers, suppliers and investors is
essential to the successful conduct of the Company's business.

         All information developed within the Company with respect to its
business is confidential and must not be disclosed or otherwise made available
to any person who is not an Affiliate. If any Affiliate is required by a court
of law or by any governmental body to disclose or otherwise make available such
information, the Affiliate must promptly notify the Company's Chief Executive
Officer of this requirement so that the Company may exhaust its legal rights to
maintain the confidentiality of such information or to limit its further
disclosure.

         All external communications intended for the general public, the
financial community or the press regarding the Company or its business must be
approved in advance by the Company's Chief Executive Officer, its Chief
Financial Officer, and by counsel to the Company.

         Confidential information encompasses all information relating to: (A)
the business affairs and operations of the Company which is not otherwise
available as public information and includes, but is not limited to, information
or materials concerning (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) proprietary products or processes and any other confidential or nonpublic
information concerning copyrights, trademarks, trade names, service marks,
inventions, patents and products; and (B) all confidential information relating
to any third party with whom the Company is under an obligation of
confidentiality. This information may take a variety of forms, including:



                                       10


<PAGE>

         o        Confidential or proprietary business documents

         o        PC disks containing confidential or proprietary information

         o        Blueprints or design idea sketches

         o        Restricted vendor, supplier or customer information

         o        Financial data

         o        Payroll documents or reports

         Each Affiliate must keep all papers which include or reflect
confidential information at the principal place of business of the Company or at
such other place or places as the Company may designate from time to time. All
such confidential information should be securely maintained by each Affiliate
and should not be left out in the open or otherwise accessible to unauthorized
persons, and should not be carelessly discarded or discussed in public (e.g., in
an elevator where unauthorized persons may have access to it).

         Upon the termination of any Affiliate's employment with the Company,
the Affiliate must deliver to the Company all documents, papers, records, files,
recordings, digital and electronically stored information, computer or
word-processing software, and any and all other materials containing
confidential information; and the Affiliate may not retain any copies,
duplicates, summaries or other descriptions of any of these materials.

         Each Affiliate is bound by these obligations with respect to the
confidential information of the Company not only during the period of his or her
employment with the Company, but also following the termination of his or her
employment with the Company.

IX. OWNERSHIP OF INTELLECTUAL PROPERTY

         Any and all inventions (i) which are made, conceived, developed or
enhanced by any Affiliate, either alone or together with others, during his or
her employment with the Company, and (ii) which relate to the business or
operations of the Company, or result from any work performed by the Affiliate
for the Company, are the sole property of the Company and the Affiliate waives
any and all right or interest that he or she may otherwise have with respect to
any such invention. The term "inventions" means discoveries, improvements and
ideas (whether or not patentable or copyrightable) which relate to any aspect of
the Company's activities or business, or which are made through the use of the
Company's materials, equipment or facilities.



                                       11


<PAGE>


         Any Affiliate who makes, conceives, develops or enhances any such
inventions during the term of his or her employment with the Company must
promptly and fully inform the Company in writing of such inventions and, if
requested by the Company, execute, acknowledge and deliver to the Company such
written instruments, and do such other acts or render such assistance, as may be
necessary or appropriate, in the opinion of the Company, to confirm the title of
the Company to such inventions and its right to obtain and maintain letters
patent or similar protection with respect thereto.

X. COMPETITION WITH THE COMPANY

         No Affiliate may, during the term of his or her employment with the
Company, engage in any of the following activities, directly or indirectly:

                  (a)      be or become interested in or associated with, or
                           represent or otherwise render assistance or services
                           to (whether as an officer, director, stockholder,
                           partner, consultant, contractor, owner, employee,
                           agent or creditor, or otherwise), any business that
                           is then, or which then proposes to become, a
                           competitor of the Company anywhere in the world;
                           except that the Affiliate may own, solely as an
                           investment, the securities of any business if such
                           ownership is (i) not as a 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 and such business is
                           listed on a national securities exchange or traded in
                           an established over-the-counter securities market;

                  (b)      induce or seek to influence any other Affiliate (or
                           any consultant to) the Company to leave its employ
                           (or terminate its consultancy) or to become
                           financially interested in a similar business;

                  (c)      aid a competitor or supplier of the Company in any
                           attempt to hire any person who has been 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 a consultant to, any
                           customer of the Company.


                                       12

<PAGE>


         These restrictions, however, do not prohibit any Affiliate from (i)
serving on the board 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; (ii) engaging in
charitable activities and community affairs; or (iii) being involved in other
business transactions, provided only that these activities do not interfere with
the proper performance of his or her duties and responsibilities as an Affiliate
of the Company.

XI. ENVIRONMENT, HEALTH AND SAFETY

         The Company is committed to environmental, health and safety protection
for its Affiliates, customers, neighbors and others who may be affected by its
products or activities.

         The laws and regulations in this area are complex, and violations can
result in severe criminal and civil penalties for the Company and responsible
Affiliates. If an Affiliate is faced with an environmental, health or safety
issue, the Affiliate should promptly contact the Company's executive in charge
of the office in which the Affiliate works to discuss that matter.

XII. EMPLOYMENT ISSUES

         1. Equal Opportunity. The Company affords equal opportunity for
employment, including equal treatment in hiring, promotion, training,
compensation, termination and disciplinary action, to all individuals regardless
of race, color, religion, national origin, sex (except where sex is a bona fide
occupational qualification), sexual preference, marital status, veteran status,
physical or mental disability (except where the disability is a job-related
disqualifying factor), or any other status protected by law. Unlawful
discrimination can expose the Company to substantial damages and unfavorable
publicity. All Affiliates are required to conduct their Company activities with
due regard to this policy.

         2. Harassment. It is the Company's policy to maintain a work
environment free from all forms of harassment and to insist that all Affiliates
be treated with dignity, respect and courtesy. Any comments or conduct relating
to a person's race, religion, age, sex or ethnic background that fail to respect
the dignity and feelings of the individual are unacceptable. Also unacceptable
are comments or conduct of a sexual nature, where such behavior tends to
threaten or offend a fellow Affiliate. Affiliates are cautioned that even joking
or mild comments or conduct may violate this policy. It is the Company's goal
that such comments or conduct not occur and should they occur, that they be
rectified fairly and quickly.

         3. Disability. The Company is required to make reasonable
accommodations to the known physical or mental limitations of a qualified
employee or applicant with a disability if, with these accommodations, the
person can perform the essential functions of his or her job. The Company may be
excused from making a reasonable accommodation if the accommodation would impose
an "undue hardship" on its business.



                                       13

<PAGE>

XIII. INTERNAL COMMUNICATION; ENFORCEMENT OF POLICY; REPORTING SUSPECTED
      NON-COMPLIANCE

         1. Internal Communication

            The policies contained in this Code of Conduct will be communicated
to all Affiliates, each of whom will be required to sign the attached
Certificate of Compliance. New Affiliates will be required to do so at the date
of their initial employment and at least annually thereafter. Other Affiliates
will be required to do so upon their receipt of this Code of Conduct and at
least annually thereafter.

         2. Enforcement of Policy; Reporting Suspected Non-Compliance

            a. General Policy. To assist in the administration of the Code of
Conduct, the Company has established the position of Compliance Officer. The
Company's Corporate Counsel, Ann Neal Telfer, is currently acting as the
Compliance Officer. As part of its commitment to ethical and legal conduct, the
Company expects its Affiliates to bring to the attention of the Compliance
Officer, or any of the people he or she designates, information about suspected
violations of this Code of Conduct or of law by any Affiliate or agent of the
Company. Employees who have information about suspected improper accounting or
auditing matters should bring it to the attention of their supervisors and/or a
member of the Audit Committee, or submit an anonymous complaint. Employees are
required to come forward with any such information, without regard to the
identity or position of the suspected offender. The Company will treat the
information in a confidential manner to the extent possible (consistent with
appropriate evaluation and investigation) and will seek to ensure that no acts
of retribution or retaliation will be taken against anyone for making a report
in good faith.

            Because failure to report criminal activity can itself be understood
to condone the crime, we emphasize the importance of reporting. Failure to
report knowledge of wrongdoing may result in disciplinary action against those
who fail to report.

            b. Complaint Procedure. Information about known or suspected
violations by any Affiliate or agent of the Company should be reported promptly.
Whenever practical an employee should do so in writing. Reports of violations
will be investigated under the Compliance Officer's supervision, as he or she
finds appropriate. Employees are expected to cooperate in the investigation of
reported violations.

            c. Confidentiality. In order to encourage uninhibited communication
of such matters, such reports will be treated confidentially to the fullest
extent possible. Affiliates should be aware that the Compliance Officer, and
those assisting him or her are obligated to act in the best interests of the
Company, and do not act as personal representatives or lawyers for employees or
other Affiliates.

            d. Protection Against Retaliation. Retaliation in any form against
an individual who reports a violation of this Code of Conduct or of law, even if
the report is mistaken, or who assists in the investigation of a reported
violation, is itself a serious violation of this Code of Conduct. Acts of
retaliation should be reported immediately and will be disciplined
appropriately.



                                       14

<PAGE>

XIV. EFFECTS OF FAILURE TO COMPLY WITH CODE

         Conduct violative of this Code is expressly forbidden. It is important
that each Affiliate comply not only with the letter but, equally importantly,
with the spirit of this Code. Any Affiliate whose conduct violates this Code
will be subject to disciplinary action by the Company, including, in the
Company's discretion, discharge and/or forfeiture of any benefits or rights
(including contractual rights) which, under applicable law, are forfeitable upon
a discharge for cause, and to the enforcement of such other remedies as the
Company may have under applicable law.

         The summaries of laws contained in this Code are brief and necessarily
omit many subtleties and variations that exist in such laws, as well as other
laws that may impose requirements upon the Company. In addition, laws which
affect the Company may be supplemented, amended or repealed from time to time.
Therefore, an Affiliate should request prior advice from the Company's Corporate
Counsel or Chief Executive Officer who, where appropriate, will confer with
counsel to the Company, if the Affiliate has any question or uncertainty
concerning the impact of applicable laws upon his or her Company activities.

XV. WAIVERS

         A waiver of a provision of this Code of Conduct may be made for a
director or Executive Officer only if approved by resolution of the Company's
Board of Directors. A provision of this Code of Conduct may be waived for any
other Affiliate only with the approval of the Company's Chief Executive Officer.
Any waiver of this Code granted to a director or Executive Officer, and any
changes made to this Code, will be publicly disclosed in a prompt manner as
required by applicable laws and regulations.

XVI. CODE NOT A CONTRACT OF EMPLOYMENT

         This Code is not a contract of employment nor is it meant to limit the
Company's rights to discipline or terminate employees for any acts or omissions,
including those not set forth as part of this Code of Conduct. Neither does this
Code of Conduct change the status of any at-will employee. The Company retains
all of its rights in connection with the discipline and/or termination of
Affiliates. This Code of Conduct is in addition to any employment contract that
an Affiliate may have with the Company.

                                       15

<PAGE>


XVII. NAMES AND NUMBERS

<TABLE>

<S>                                         <C>                                <C>
Chief Executive Officer                     Ira B. Lampert                     (954) 331-4203

Chief Financial Officer                     Rick Finkbeiner                    (954) 331-4257

Corporate Counsel                           Ann Neal Telfer, Esq.              (954) 331-4212

Outside Counsel                             Ralph Sutcliffe, Esq.              (212) 479-6000
                                            Kronish Lieb, Weiner
                                             & Hellman
                                            1114 Ave. of the Americas
                                            New York, NY  10036

Chairman of the Audit Committee             Ronald S. Cooper                   (516) 487-0863
                                            3 West Woods Road
                                            Great Neck, NY 11020

</TABLE>


                                       16