<PAGE>
                                                                   Exhibit 10.32


                                  Brian F. King
                               Terms of Employment
                                      with
                              Concord Camera Corp.


1)     Position

       Senior Vice President of Concord Camera Corp. and, until April 24, 2000,
       Managing Director of Concord Camera HK Limited ("CCHK")

2)     Employer

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

3)     Term

       Three (3) years and one day commencing effective as of January 1, 2000
       (the "Effective Date") and ending on January 1, 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.

4)     Reports To

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

5)     Compensation

       Salary: $400,000 per annum, increasing to $450,000 effective as of
       January 1, 2001. 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.

       Deferred Compensation: The employee has received a one-time grant of
       deferred compensation equal to $750,000 and the entire amount has been
       deposited by the Company into a deferred compensation account created for
       this purpose. The deferred compensation shall vest, so long as the
       employee continues to be employed by the Company, in the following annual
       installments: (i) as to $250,000 on January 1, 2001; (ii) as to $250,000
       on January 1, 2002; and (iii) as to $250,000 on January 1, 2003. The
       Company has adopted a supplemental executive retirement plan (the "SERP")
       for the benefit of the employee, setting forth the terms and conditions
       under which the deferred compensation will be paid to the employee. The
       SERP provides for immediate vesting of the foregoing amounts upon a
       change of control of the Company. The SERP will be amended to also
       provide for immediate vesting in full if the Company terminates the
       employee's employment without cause (as defined in Section 12)


<PAGE>



Brian F. King
Terms of Employment
Page 2 of 7



       before the end of the Term.

       Auto Allowance:  $1,500 per month.

6)     Tax Equalization

       To be provided per Concord's corporate policy for executives working
       overseas, a summary of which has been provided to the employee.

7)     Expense Reimbursement and Housing

       All reasonable documented expenses necessarily incurred in the
       performance of the employee's duties. Housing to be provided by CCHK at
       its expense for the period during which the employee is on assignment
       overseas.

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 is eligible to participate in the Company's management
       incentive compensation program which was approved by the Board of
       Directors of the Company on August 23, 1995 and November 8, 1995. The
       participation shall be subject to the terms and conditions of said
       program.

10)    Options

       The employee has been granted the following option, effective as of April
       24, 2000, to purchase up to 169,680 shares of the common stock of
       Concord:

              with vesting as to 56,560 shares on April 24, 2000;
              with vesting as to 37,706 shares on January 1, 2001;
              with vesting as to 37,707 shares on January 1, 2002; and
              with vesting as to 37,707 shares on January 1, 2003.

       The exercise price per share of the option is $22.1875. The foregoing
       exercise price and the number of shares subject to the foregoing option
       have already been adjusted to reflect the April


<PAGE>



Brian F. King
Terms of Employment
Page 3 of 7



       14, 2000 stock split paid to shareholders of record on March 27, 2000.
       The option is subject to the terms and conditions of that certain option
       agreement dated as of April 24, 2000, by and between Concord and the
       employee (the "Option Agreement"). The Option Agreement provides for
       immediate vesting as to all shares underlying the option upon a change of
       control of the Company (as defined therein). The Option Agreement will be
       amended to also provide for immediate vesting in full if the Company
       terminates the employee's employment without cause (as defined in Section
       12) before the end of the Term. The grant of the aforesaid option does
       not establish any right of continued employment.

11)    Benefits

       The employee shall be eligible to receive the following benefits, with
       contributions, as applicable to be made by the employee and/or the
       Company consistent with the applicable plans:

       o      Life insurance at a rate of two (2) time base salary

       o      Medical and Dental insurance, as a participant in the Company's
              medical and dental plan(s)

       o      Disability Insurance, as a participant in the Company's disability
              and insurance plan

       o      401K Plan

       o      Per standard practice for overseas postings of executives and
              those normally provided to Concord Camera Corp. employees and
              executives, including but not limited to full housing costs, home
              leave(s) (including the cost of business class airfare(s)), etc.

       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 change.

12)      Termination

       o      The employee may be terminated for cause. Cause shall mean: (i)
              continued failure to obey reasonable instructions of the person(s)
              to whom employee reports; (ii) continued neglect of duties and
              responsibilities; (iii) willful misconduct or other actions in bad
              faith which are to the detriment of the Company and/or any of its
              subsidiaries or affiliates; (iv) failure to comply with any of the
              provisions set forth in Exhibit A; or (v) failure to comply with
              the Code of Conduct annexed as Exhibit B.


<PAGE>


Brian F. King
Terms of Employment
Page 4 of 7



              Prior to terminating the employee for cause the Company shall
              provide the employee with written notice of the allegations giving
              rise to termination and provide the employee with 30 days to
              respond to the allegations and an additional 30 days to cure,
              remedy or rectify any circumstances giving rise to termination for
              cause to the extent that any cure, remedy or rectification is
              possible.

       o      Concord may terminate the employee's employment at any time for
              any reason by giving the employee 30 days' written notice. In the
              event Concord elects to terminate pursuant to this provision, it
              may at its option 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
              expiration of the Term; or (ii) the employee terminates his
              employment with Concord after the expiration of the Term (but not
              before), then the employee will be paid for a total of one (1)
              year (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 portions of such post-employment
              compensation that are related to the employee's salary and auto
              allowance will be paid in installments (net of required
              withholding) in accordance with the Company's normal payroll
              schedule for executives. The Company's obligation to pay any such
              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.

       o      To the extent that the employee's employment terminates for any
              reason outlined above, benefits as set forth in Sections 8 and 11,
              provided to employee will terminate as of the last date of
              employment unless otherwise specified in any employment 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

<PAGE>


Brian F. King
Terms of Employment
Page 5 of 7


       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. The
       Company acknowledges that employee's willingness to enter into the
       non-compete covenants is based solely on employee receiving the post
       employment compensation in the circumstances provided for in Section 12.
       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.

       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 the Company, 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/she 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.

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

16)    Indemnification

       The employee agrees to indemnify the Company for any damages, claims,
       expenses or costs,


<PAGE>



Brian F. King
Terms of Employment
Page 6 of 7



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

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 the Company 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.

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



<PAGE>




Brian F. King
Terms of Employment
Page 7 of 7


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


Date:    7/30/01                           Date:   7/30/01
      ---------------------                      -------------------------------




<PAGE>


                                                                       Exhibit A


               CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS
                                 AND NON-COMPETE


I.  CONFIDENTIALITY/INTELLECTUAL PROPERTY RESTRICTIONS

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

       2. As used herein, the term "Confidential Information" includes, but is
       not limited to, all information relating to: (A) the Company's business
       affairs and operations (unless otherwise available as public information
       due to no fault of Employee), including but not limited to, (i) vendors,
       suppliers and customers of the Company (including mailing lists, credit
       card or charge card numbers, price and mark-up determinations, sales or
       sales trends, and costs of products or services paid by the Company),
       (ii) Company budgets,


                                      -1-

<PAGE>


       business plans and marketing plans, and (iii) any proprietary products or
       processes or any other confidential or non-public information or material
       concerning the copyrights, trademarks, trade names, service marks,
       inventions, patents, products, suppliers or customers of the Company; and
       (B) all confidential information relating to any third party with whom
       the Company is under an obligation of confidentiality.

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

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

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


                                      -2-

<PAGE>


II.  NON-COMPETE PROVISIONS

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

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

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

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

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

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

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


                                      -3-

<PAGE>


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

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

              (b) engaging in charitable activities and community affairs;

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

              (d) being involved in other business transactions,

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

III.  GENERAL PROVISIONS

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

       2. Rights and Remedies of the Company.

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

              (b) Injunctive Relief. Employee acknowledges that disclosure of
              any Confidential Information or breach of any of the
              non-competition covenants contained herein will give rise to
              irreparable injury to the Company or customers of the Company,
              inadequately compensable in damages. Employee also agrees and
              acknowledges that his or her breach of this Agreement will give
              rise to irreparable injury which may specifically be enjoined.
              Accordingly, the Company may seek and obtain injunctive relief
              against the breach or threatened breach of the foregoing, in
              addition to any other legal remedies which may be available.
              Employee further acknowledges and agrees that, in the event of the
              termination of employment with the Company (for whatever reason),
              Employee's experience and capabilities are such that Employee can


                                      -4-
<PAGE>


              obtain employment which is different or of a non-competing nature
              with the Company; and that the enforcement of a remedy hereunder
              by way of injunction shall not prevent Employee from earning a
              reasonable livelihood.

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

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

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

       4. Enforceable

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

       5. Saving Provision

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


Rev.  February 12, 2001



                                      -5-

<PAGE>


                                                                       Exhibit B






                              CONCORD CAMERA CORP.



                                 CODE OF CONDUCT









                                       i


Revised 08/10/00

<PAGE>


                            CERTIFICATE OF COMPLIANCE


         I hereby acknowledge receipt of the attached Concord Camera Corp. Code
of Conduct and agree to abide by the terms of the Code of Conduct. 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

<TABLE>
<S>                                                                                                     <C>

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

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

III.     USE OF COMPANY ASSETS, FACILITIES AND SERVICES..........................................         4
         1.       Improper Payments..............................................................         4
         2.       Political Contributions........................................................         4
         3.       Safeguarding Assets............................................................         5

IV.      SELECTION OF VENDORS OF GOODS AND SUPPLIERS OF SERVICES.................................         5

V.       CONFLICT OF INTEREST....................................................................         5

VI.      SECURITIES TRADING......................................................................         7
         1.       Inside Information.............................................................         7
         2.       Trading Guidelines.............................................................         7
         3.       Reporting and Other Obligations................................................         8

VII.     DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION..........................................         8

VIII.    OWNERSHIP OF INTELLECTUAL PROPERTY......................................................        10

IX.      COMPETITION WITH THE COMPANY............................................................        10

X.       ENVIRONMENT, HEALTH AND SAFETY..........................................................        11

XI.      EMPLOYMENT ISSUES.......................................................................        11
         1.       Equal Opportunity..............................................................        11
         2.       Harassment.....................................................................        12
         3.       Disability.....................................................................        12

XII.     INTERNAL COMMUNICATION AND ENFORCEMENT OF POLICY........................................        12

XIII.    EFFECTS OF FAILURE TO COMPLY WITH CODE..................................................        12

XIV.     CODE NOT A CONTRACT OF EMPLOYMENT.......................................................        13

XV.      NAMES AND NUMBERS.......................................................................        13
</TABLE>


                                      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 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.

         All references in this Code of Conduct to the "Company" are intended to
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

                  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 as "Affiliates")
acting on its behalf must always be in full compliance with applicable laws. In
this regard, no Affiliate should assist a third party in violating any
applicable law. 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.

                  Violation of applicable laws may subject the Company and any
involved Affiliate to severe consequences, including injunctions, monetary
damages (which could far exceed the value of




                                       1
<PAGE>


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 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

                  It shall be the Company's fundamental objective and policy:

                  (a)      to provide customers with quality merchandise and
                           service at fair prices;

                  (b)      to deal with customers fairly, honestly and
                           courteously;

                  (c)      to ascertain and satisfy customers needs; and

                  (d)      to 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.

         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



                                       2
<PAGE>


collusion. It is illegal to collude with competitors to:



                                       3
<PAGE>




                  (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;

                  (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 consistently applied and other applicable rules,
regulations and criteria, and to insure full accountability for all of the
Company's assets and activities. Under no circumstances may there be any
unrecorded Company funds or assets, regardless of the purpose for which the
funds or assets may



                                       4
<PAGE>


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.

                  All Affiliates must cooperate fully with the Company's
internal audit staff, independent auditors and counsel to enable them to
discharge their responsibilities to the Company.

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.

         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.



                                       5
<PAGE>


         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

         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:

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



                                       6
<PAGE>


         -        paid trips or guest accommodations in connection with the
                  Company's business and with the prior approval of the Vice
                  President and Treasurer or Chief Executive Officer;

         -        fees or other compensation received from any organization in
                  which membership or an official position is held, but only if
                  approved by the Vice President and Treasurer or Chief
                  Executive Officer;

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

         -        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, a competitor or a Related
Business without the prior approval of the Company's Vice President and
Treasurer 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 Vice President and Treasurer 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 Vice President and Treasurer 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.

         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



                                       7
<PAGE>


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).

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.

         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



                                       8
<PAGE>


the course of his or her employment by the Company.



                                       9
<PAGE>



                  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 report
directly to the Chief Executive Officer or who have been designated by the Chief
Executive Officer as "officers" for securities law reporting purposes 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. Officers who report directly
to the Chief Executive Officer and other officers who have been designated by
the Chief Executive Officer as "officers" for securities law reporting purposes,
directors and significant beneficial owners of the Company 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.

VII.     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.



                                       10
<PAGE>


         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, Vice President and
Treasurer, or 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:

                  --       Confidential or proprietary business documents

                  --       PC disks containing confidential or proprietary
                           information

                  --       Blueprints or design idea sketches

                  --       Restricted vendor, supplier or customer information

                  --       Financial data

                  --       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).



                                       11
<PAGE>


         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.

VIII.    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.

         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.

IX.      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



                                       12
<PAGE>


                           business;

                  (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.

         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; (iii) managing his or her personal
investments and affairs; or (iv) 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.

X.       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.

XI.      EMPLOYMENT ISSUES

         1.       Equal Opportunity. The Company affords equal opportunity for
employment, including equal treatment in hiring, promotion, training,
compensation, termination and disciplinary



                                       13
<PAGE>


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.

XII.     INTERNAL COMMUNICATION AND ENFORCEMENT OF POLICY

         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.

         It is important that each Affiliate comply not only with the letter
but, equally importantly, with the spirit of this Code. If an Affiliate believes
that another Affiliate is acting in a manner that is not in compliance with this
Code, or that he or she has been requested to act in such a manner, this
circumstance should immediately be called to the attention of the Company's
Corporate Counsel or Chief Executive Officer who, where appropriate, will confer
with counsel to the Company. In order to encourage uninhibited communication of
such matters, such communications will be treated confidentially to the fullest
extent possible and no disciplinary or other retaliatory action will be taken
against any Affiliate who communicates such matters.

XIII.    EFFECTS OF FAILURE TO COMPLY WITH CODE

         Conduct violative of this Code is expressly forbidden. Any Affiliate
whose conduct violates this Code will be subject to disciplinary action by the
Company, including, in the Company's



                                       14
<PAGE>


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.

XIV.     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.

XV.      NAMES AND NUMBERS

         Chief Executive Officer     Ira B. Lampert               (954) 331-4203

         Vice President and
          Treasurer                  Harlan I. Press              (954) 331-4211

         Corporate Counsel           Ann E. Neal, 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





                                       15

Revised 08/10/00