<PAGE>

                                                                    Exhibit 10.4

                                                                       Exhibit B








                              CONCORD CAMERA CORP.



                                 CODE OF CONDUCT



















                  Incorporated by reference to the Code of
                  Conduct, dated January 12, 2003, filed
                  herewith as part of Exhibit 10.2 -
                  Amendment No. 3 to Gerald J. Angeli's
                  Terms of Employment.


<PAGE>


                     AMENDMENT NO. 2 TO TERMS OF EMPLOYMENT
                                       of
                                  BRIAN F. KING
                                      with
                              CONCORD CAMERA CORP.


         AMENDMENT NO. 2, dated as of February 26, 2003, to Terms of Employment
dated as of January 1, 2000, as heretofore amended (the "Agreement") by and
between CONCORD CAMERA CORP. (the "Company") and BRIAN F. KING (the
"executive").

         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 effective as of January 1, 2000
             (the "Effective Date") and shall end on March 31, 2003,
             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 12 below at any time during the Term."

         2. The previous Exhibit B (dated August 10, 2000) to the Agreement is
hereby deleted and replaced in its entirety with the Exhibit B, dated January
12, 2003, attached hereto.

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

         4. 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.

EXECUTIVE:                             CONCORD CAMERA CORP.

     /s/ Brian F. King                 By:        /s/ Ira B. Lampert
-------------------------------              -----------------------------------
Brian F. King                                Ira B. Lampert
                                             Chairman, Chief Executive Officer
                                             and President

Date:         3/03/03                  Date:         3/06/03
        -----------------------                ---------------------------------

<PAGE>

                     AMENDMENT NO. 3 TO TERMS OF EMPLOYMENT
                                       of
                                  BRIAN F. KING
                                      with
                              CONCORD CAMERA CORP.

         AMENDMENT NO. 3, dated as of March 30, 2003, to Terms of Employment
dated as of January 1, 2000, as heretofore amended (the "Agreement"), by and
between CONCORD CAMERA CORP. (the "Company") and BRIAN F. KING (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 effective as of January 1, 2003
                  and shall end on January 1, 2004, 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 12 below
                  at any time during the Term."

         2. The first paragraph of Section 5 of the Agreement is hereby deleted
and replaced in its entirety with the following:

                  "Salary: $450,000 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."

         3. The second paragraph of Section 12 of the Agreement is hereby
deleted and replaced in its entirety with the following:

            o     "Concord may terminate the employee's employment at any
                  time for any reason or without reason by giving the
                  employee 30 days' written notice. The employee may
                  terminate his employment after the end of the Term for
                  any reason or without reason by giving Concord 30 days'
                  written notice. In the event Concord elects to terminate
                  pursuant to this provision, it may at its option request
                  employee to remain in its employment during the 30 day
                  period following delivery of notice of termination,
                  provided that the Company shall continue to provide the
                  employee with his normal and customary compensation and
                  benefits as prescribed in Sections 5, 8 and 11.
                  Alternatively, Concord may require the employee to cease
                  working at any time during the 30-day 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 end of the Term; or
                  (ii) the employee terminates his employment with Concord
                  after the end of the Term (but not before), then the
                  employee will be paid for a total of one (1) year
                  (post-employment compensation), excluding any portion of
                  the 30-day notice period for which the employee remained
                  in the Company's employment, at the then effective
                  compensation provided for in Section 5. The
                  post-employment compensation related to the employee's
                  salary and auto allowance shall 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 post-employment
                  compensation is conditioned upon the employee's prior
                  and continued compliance with the provisions of this
                  Agreement including, but not limited to, Section 13 and
                  Exhibit A."



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<PAGE>

         4. The last sentence of the first paragraph of Section 13 of the
Agreement is hereby deleted and replaced in its entirety with the following:

                "The employee acknowledges that, if the Company terminates the
                employee's employment with cause (as defined in Section 12) 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 post-employment
                compensation described in Section 12 but the non-compete
                covenants will nevertheless remain in full force and effect."

         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 2 above, the foregoing
amendments are effective as of March 30, 2003. Except as hereby amended, the
Agreement shall continue in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3
as of the date first above written.


EMPLOYEE:                          CONCORD CAMERA CORP.

     /s/ Brian F. King             By:        /s/ Ira B. Lampert
-------------------------------          ------------------------------------
Brian F. King                            Ira B. Lampert
                                         Chairman, Chief Executive Officer
                                           and President

Date:         5/08/03              Date:         5/08/03
        -----------------------            ----------------------------------




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