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By-laws - CONCORD CAMERA CORP - 2-13-2001

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By-laws - CONCORD CAMERA CORP - 2-13-2001 Powered By Docstoc
					Restated to 12/21/00 BY-LAWS OF CONCORD CAMERA CORP. ARTICLE I OFFICES Section 1. Registered Office and Agent The registered office of the Corporation is located at 820 Bear Tavern Road, Trenton, New Jersey 08628. The registered agent at said office is the Corporation Trust Company. Section 2. Principal Office The principal office of the Corporation is located at 4000 Hollywood Boulevard, Hollywood, Florida 33021. Section 3. Additional Offices The Corporation may also have offices and places of business at such other places, within or without the State of New Jersey, as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. Place The annual meeting of the shareholders of the Corporation and all special meetings of shareholders may be held at such place within or without the State of New Jersey as shall be fixed from time to time by resolution of the Board of Directors.

Section 2. Annual Meeting The annual meeting of shareholders shall be held on such a date as the Board of Directors may from time to time fix by resolution, and the shareholders shall then elect a Board of Directors and transact such other business as may properly be brought before the meeting. Section 3. Notice of Annual Meeting Written notice of the place, date and hour of the annual meeting of shareholders shall be given, as provided in Article V of these By-Laws, to each shareholder of record entitled to vote thereat, not less than 10 nor more than 60 days prior to the meeting. Subject to the provisions of Section 7 of this Article II, when a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and, at the adjourned meeting, only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice. Section 4. Special Meetings Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Chief Executive Officer or by action of the Board of Directors, and shall be called by the Chief Executive Officer on the written request of the holders of 10% of all shares entitled to vote at such meeting. Such request shall state the purpose or purposes of the proposed meeting. Section 5. Notice of Special Meeting Written notice of any special meeting of shareholders stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be given, as provided in Article V of these By-Laws, to each shareholder of record entitled to vote thereat, not less than 10 nor more than 60 days prior to the meeting. Subject to the provisions of Section 7 of this Article II, when a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and, at the adjourned meeting, only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice. Section 6. List of Shareholders Entitled to Vote at Meetings The Secretary of the Corporation shall make and certify a complete list of shareholders entitled to vote at any shareholders' meeting or any adjournment thereof. Such a list (which may -2-

consist of cards arranged alphabetically) shall be arranged alphabetically within each class, series, or group of shareholders maintained by the Corporation for convenience of reference, and shall include the address of, and the number of shares held by, each shareholder. Such list shall be produced at the time and place of each shareholders' meeting, and shall be subject to the inspection of any shareholder during the whole time of the meeting. If the requirements of this Section 6 have not been complied with, the meeting shall, upon the demand of any shareholder in person or by proxy, be adjourned until such requirements are complied with, however, failure to comply therewith shall not affect the validity of any action taken at such meeting prior to the making of any such demand. Section 7. Quorum, Adjourned Meetings Except as otherwise provided by law or in the Certificate of Incorporation, the holders of shares entitled to cast a majority of the votes at a meeting of shareholders shall constitute a quorum for the transaction of business at any such meeting. If a quorum shall not be present at any meeting of the shareholders, the shareholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time until a quorum shall be present. At least two days prior to the adjourned meeting, notice thereof shall be given, as provided in Article V of these By-Laws, to each shareholder entitled to vote thereat who was not present in person at the meeting at the time originally called and, unless announced at the meeting, to the other shareholders. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Section 8. Voting (a) At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person or by proxy, and each share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. (b) Except as otherwise provided by law or the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast by the holders of shares entitled to vote thereon, and all other matters shall be decided by a majority of the votes cast by the holders of shares entitled to vote thereon. (c) At each meeting of the shareholders, the polls shall be opened and closed, the proxies and ballots shall be received and be taken in charge, and all questions touching the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, the qualification of voters, and the acceptance or rejection of votes may be decided by one or more inspectors. Such -3-

inspectors may be appointed by the Board of Directors in advance of the shareholders' meeting or, if not so appointed, the chairman of the meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint one or more such inspectors. If, for any reason, any of the inspectors appointed shall fail to appear or act, inspectors in place of any so failing to attend or refusing or unable to serve shall be appointed in like manner. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The Board may also appoint one or more inspectors in advance of the tabulation of written consents of shareholders without a meeting, to tabulate such consents and make a written report thereof. The duties of such inspectors shall be the same as or equivalent to those of inspectors appointed to act at a meeting. On request of the chairman of the meeting or any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them, and execute a certificate of any fact found by them. The requirement of inspectors at any shareholders' meeting shall be deemed to have been waived unless compliance therewith is requested by a shareholder present in person or by proxy and entitled to vote at such meeting. Section 9. Proxies Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram, cable, telephonic transmission or any other means of electronic communication so long as the communication sets forth, or is submitted with information from which it can be determined that, the proxy was authorized by the shareholder or his agent. No proxy shall be valid for more than 11 months from the date thereof, unless a longer time is expressly provided therein. Unless the proxy states that it is irrevocable and it is coupled with an interest or an irrevocable proxy is otherwise permitted by law, every proxy shall be revocable at the will of the shareholder executing it. A proxy shall not be revoked by the death or incapacity of a shareholder but such proxy shall continue in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy shall not revoke such proxy until the shareholder shall file written notice of such revocation with the secretary of the meeting prior to the voting of such proxy. A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the Secretary of the Corporation. Section 10. Consents (a) The annual election of Directors of the Corporation may be accomplished without a meeting if all the shareholders of the Corporation entitled to vote thereon consent to said election in writing. -4-

(b) Any action required or permitted to be taken at a meeting of shareholders by law, the Certificate of Incorporation or these By-Laws with respect to any proposal for (i) a merger or consolidation of the Corporation with one or more other corporations, (ii) an acquisition by the Corporation of all the capital shares of another corporation, or (iii) a sale or other disposition of all or substantially all of the Corporation's assets other than in the usual and regular course of its business, may be taken without a meeting, if (1) all the shareholders of the Corporation consent thereto in writing or (2) all the shareholders of the Corporation entitled to vote thereon consent thereto in writing and, unless otherwise permitted by law, the Corporation provides to all other shareholders of the Corporation notification of the action consented to, the proposed effective date of such action, and any conditions precedent to such action. Such notification shall be given at least 20 days in advance of the proposed effective date of such action. Any shareholder who by law or the Certificate of Incorporation has a right to dissent from such action shall in such notice also be informed that he has the right to dissent and to be paid the fair value of his shares, provided that he files with the Corporation a written notice of dissent as required by ss.14A:11-2(l) of the New Jersey Business Corporation Act within 20 days from the date of the giving of the notice, or such greater period of time as may be granted by the Corporation, and outlining briefly, with particular reference to the time periods within which such actions must be taken, the procedures set forth in Chapter 11 of the New Jersey Business Corporation Act with which he must comply in order to assert and enforce such right. (c) Except as otherwise provided above in Subsections (a) and (b) of this Section 10, or by law or the Certificate of Incorporation, any action required or permitted by law, the Certificate of Incorporation or these By-Laws to be taken at a meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, upon the written consent of shareholders who would be entitled to cast the minimum number of votes which would be necessary to authorize such action at a meeting at which all shareholders entitled to vote thereon were present and voting. (d) (1) If any shareholder shall have the right to dissent, pursuant to Chapter 11 of the New Jersey Business Corporation Act, from any action proposed to be taken by written consent in lieu of meeting, the Board of Directors shall, and in any other case may, fix a date on which the written consents are to be tabulated; if no date is fixed, such consents may be tabulated as they are received. No written consent shall be counted which is received more than 60 days after the date of the action of the Board of Directors authorizing the solicitation of written consents or, in a case in which written consents, or proxies for such consents, are solicited from all shareholders who would have been entitled to vote at a meeting called to take such action, more than 60 days after the date of mailing of such solicitation. (2) Except as may otherwise be permitted by law, the Corporation, upon receipt and tabulation of the requisite number of written consents, shall promptly notify all nonconsenting shareholders, who would have been entitled to notice of a meeting to vote upon such action, of the action consented to, the proposed effective date of such action, and any conditions precedent to such action. Such notification shall be given at least 10 days in advance of the proposed effective date of such action. -5-

(3) Except as otherwise provided by law, any written consent may be revoked at any time prior to the day on which the proposed action could be taken upon compliance with paragraph (2) of this Subsection (d). No revocation shall be effective unless in writing and until received by the Corporation at the place fixed for receipt of consents or, if none, at the main business office or headquarters of the Corporation. (e) Whenever action is taken by written consent in lieu of meeting pursuant to this Section 10, the written consents of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders. ARTICLE III DIRECTORS Section 1. Number; Term The number of Directors constituting the entire Board of Directors shall be eight (8), or such other number as may be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of the shareholders, except as provided in Section 3 of this Article III, and each Director shall be elected to serve until the earliest to occur of his resignation or removal or when his successor shall have been elected and has qualified. Section 2. Resignation; Removal Any Director may resign at any time by giving written notice to the Corporation, and such resignation shall be effective upon receipt thereof by the Corporation or at such subsequent time as may be specified in the notice of resignation. One or more of the Directors may be removed for cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of Directors. Unless the Certificate of Incorporation of the Corporation provides otherwise, one or more of the Directors may be removed without cause by like vote of the shareholders. If the Certificate of Incorporation of the Corporation, or a by-law adopted by the shareholders, so provides, the Board of Directors shall have the power to remove one or more Directors for cause and to suspend one or more Directors pending a final determination that cause exists for removal. Section 3. Vacancies Any directorship not filled at the annual meeting, any vacancy, however caused, occurring in the Board, and any newly created directorships resulting from an increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining Directors, even though less than a quorum of the Board, or by a sole remaining Director, and each Director so chosen shall hold office until the next annual meeting of the shareholders and until his successor shall have been elected and qualified. -6-

Any directorship not filled by the Board may be filled by the shareholders at an annual or special meeting of the shareholders called for that purpose. When one or more Directors shall resign from the Board of Directors effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office until the next annual meeting of the shareholders and until his successor shall have been elected and qualified. If for any reason the Corporation has no Directors in office, any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders for the election of Directors, and, over his own signature shall give notice of said meeting in accordance with these By-Laws and the laws of the State of New Jersey. Section 4. Executive Committee and Other Committees (a) The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an executive committee and one or more other committees, each consisting of one or more Directors, and each of which, to the extent provided in said resolution, the Certificate of Incorporation or these By-Laws, and except as limited by law or the Certificate of Incorporation or these By-Laws, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall (i) make, alter, or repeal any by-law of the corporation; (ii) elect or appoint any director, or remove any officer or director; (iii) submit to shareholders any action that requires shareholders' approval; or (iv) amend or repeal any resolution theretofore adopted by the Board of Directors which by its terms is amendable or repealable only by the Board. (b) The Board of Directors by resolution adopted by a majority of the entire Board, may (i) fill any vacancy in any such committee; (ii) appoint one or more Directors as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members; (iii) abolish any such committee at its pleasure and (iv) remove any Director from membership or such committee at any time, with or without cause. Each of such committees shall keep regular minutes of its proceedings and shall report thereon to the Board of Directors at its next meeting following such committee meeting; except that, when the meeting of the Board is held within two days after the committee meeting, such report may be made at the second meeting of the Board following such committee meeting. -7-

ARTICLE IV MEETINGS OF THE BOARD Section 1. Place The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of New Jersey. Section 2. Regular Meetings Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall be determined from time to time by the Board of Directors. Section 3. Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, or by the President, on five days' notice to each Director as provided in Article V of these By-Laws; special meetings shall be called by the Chairman of the Board, President or Secretary in like manner and on like notice on the written request of two Directors. Section 4. Quorum Except as provided in Section 3 of Article III of these By-Laws, (i) at all meetings of the Board of Directors a majority of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business, and (ii) at all meetings of any committee, a majority of the members thereof shall be necessary to constitute a quorum for the transaction of business. Except as may be otherwise specifically provided by law or by the Certificate of Incorporation, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors or any committee thereof. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the Directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of any such adjournment need not be given if the time and place are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed 10 days in any one adjournment; in the event that notice is given, it shall be given to each Director as provided in Article V of these By-Laws. Section 5. Action in Lieu of Meeting Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, prior or subsequent to such action, all members of the Board of Directors or the committee, as the case may be, consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors or committee. -8-

Section 6. Compensation Directors who are not officers or employees of the Corporation shall receive such fees and expense reimbursements as shall be determined from time to time by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Section 7. Participation at Meetings by Means of Communications Equipment Unless otherwise provided in the Certificate of Incorporation or these By-Laws, where appropriate communication facilities are reasonably available, any or all members of the Board of Directors may participate in a meeting of the Board of Directors or any committee thereof by means of a conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other. ARTICLE V NOTICES Section 1. Form; Delivery Whenever under the provisions of any applicable law, the Certificate of Incorporation or these By-Laws, notice is required to be given to any director or shareholder, such notice shall be prepared in writing and personally delivered or mailed, postage prepaid, to such director or shareholder at his address as it appears on the records of the Corporation, and shall be deemed given when personally delivered or deposited in the United States mail, as the case may be; provided, that such notice may also be given by telegram and in such case shall be deemed given when ordered or, if a delayed delivery is ordered, as of such delayed delivery time. Section 2. Waiver of Notice or of Lapse of Time Whenever a notice is required to be given by law, the Certificate of Incorporation or these By-Laws, such notice need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. In addition, any shareholder attending a meeting of shareholders in person or by proxy without protesting prior to the conclusion of the meeting the lack of notice thereof to him, and any Director attending a meeting of the Board of Directors without protesting such lack of notice prior to the conclusion of the meeting, shall be conclusively deemed to have waived notice of such meeting. Whenever the shareholders of the Corporation are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as at the date of the taking of such action. -9-

ARTICLE VI OFFICERS Section 1. Officers The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers, including a Chairman of the Board, a Chief Executive Officer and a Chief Operating Officer, as the Board of Directors or the Chairman and Chief Executive Officer may deem appropriate. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged, or verified by two or more officers. No officer except the Chairman of the Board need be a member of the Board of Directors. Section 2. Authority and Duties All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, as may be determined by resolution of the Board of Directors not inconsistent with these By-Laws, or, as to all other officers except the Chairman of the Board, by the Chief Executive Officer not inconsistent with these By-Laws. Section 3. Term of Office; Removal The Chairman of the Board of Directors, the Chief Executive Officer and all other officers of the Corporation who report directly to the Chief Executive Officer of the Corporation shall be elected by the Board of Directors and shall hold office for such time as may be prescribed by the Board of Directors. All other officers shall be appointed by the Chief Executive Officer of the Corporation and shall hold office for such time as may be prescribed by the Chief Executive Officer. The Chief Executive Officer may be removed with or without cause at any time by the Board of Directors. Any other officer may be removed with or without cause at any time by the Chief Executive Officer or the Board of Directors. The removal of an officer without cause shall be without prejudice to his contractual rights, if any. The election or appointment of an officer shall not in and of itself create any contractual rights. Section 4. Compensation Compensation of all officers, employees and agents of the Corporation shall be fixed by the Chief Executive Officer of the Corporation, except that the compensation of the Chief -10-

Executive Officer of the Corporation and any officer, employee or agent having a familial relationship to the Chief Executive Officer shall be fixed by the Board of Directors. Section 5. Vacancies If an office becomes vacant for any reason, the Board of Directors, or, with respect to offices authorized to be filled by the Chief Executive Officer, the Chief Executive Officer, may fill the vacancy, and any officer so appointed or elected by the Board shall serve only until the expiration of the term of his predecessor unless reelected by the Board of Directors. Section 6. The Chairman of the Board and Chief Executive Officer The Chairman of the Board of Directors and Chief Executive Officer, if there be any, shall preside at all meetings of the shareholders and Board of Directors at which he is present, and shall have overall planning and policy making powers and duties with respect to the Corporation, including the selection of all independent contractors (including professionals), and such other duties as may from time to time be assigned by the Board of Directors. He shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors, except where, by law, the signature of the President is required. During the absence or disability of the President, the Chairman of the Board and Chief Executive Officer shall exercise all the powers and discharge all the duties of the President. Section 7. The President The President shall have general and active management and control of the day-to-day business and affairs of the Corporation, subject to the control of the Board of Directors and the Chief Executive Officer, and shall see that all orders and resolutions of the Board and of the Chairman and Chief Executive Officer are carried into effect; in the absence of the Chairman of the Board and the Chief Executive Officer, or if there be no Chairman or Chief Executive Officer, he shall preside at all meetings of the shareholders or Board of Directors at which he is present, and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. Section 8. The Vice President The Vice President or, if there be more than one, the Vice Presidents in the order or priority determined by the Board of Directors, shall, in the absence or disability of the Chairman and Chief Executive Officer and the President, perform the duties and exercise the powers of the President, and shall generally assist the Chairman and Chief Executive Officer and the President and perform such other duties as the Board of Directors shall prescribe. Section 9. The Secretary -11-

The Secretary, whenever a secretary of a particular meeting has not been appointed at such meeting, shall record, or cause to be recorded, all votes at meetings of the Board of Directors or for the shareholders, and shall keep or cause to be kept minutes of all corporate proceedings, and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholder, and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board of Directors or by the Chairman and Chief Executive Officer or, in his absence, the President. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall, if required, be attested by his signature or by the signature of the Treasurer or an Assistant Secretary or Assistant Treasurer. He shall keep in safe custody the certificate books and shareholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of the Secretary. Section 10. The Assistant Secretary During the absence or disability of the Secretary, the Assistant Secretary, or, if there be more than one, the one so designated by the Secretary or by the Board of Directors, shall have all the powers and functions of the Secretary. Section 11. The Treasurer The Treasurer shall have the care and custody of the corporate funds and other valuable effects, including securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meeting of the Board, or whenever they may require it, an accounting of all his transactions as Treasurer and of the financial condition of the Corporation. Section 12. The Assistant Treasurer During the absence or disability of the Treasurer, the Assistant Treasurer, or, if there be more than one, the one so designated by the Treasurer or by the Board of Directors, shall have all the powers and functions of the Treasurer. Section 13. Bonds If the Board of Directors or the Chairman and Chief Executive Officer shall so require, any officer or agent of the Corporation shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. -12-

ARTICLE VII SHARE CERTIFICATES Section 1. Form; Signature The certificate for shares of the Corporation shall be in such form as shall be determined by the Board of Directors and shall be numbered consecutively and entered in the books of the Corporation as they are issued. Each certificate shall state: (i) that the Corporation has been organized under the laws of the State of New Jersey, and (ii) the registered holder's name and the number and class of shares, and the designation of the series, if any, which such certificate represents, and shall be signed by the Chairman or Vice-Chairman of the Board, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and may bear the seal of the Corporation or a facsimile thereof. Where any such certificate is countersigned by a transfer agent or registrar, who is not an officer or employee of the Corporation, any and all other signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of its issue. Section 2. Lost Certificates The Board of Directors, or any officer of the Corporation designated by the Board of Directors or the Chief Executive Officer, may direct that a new share certificate or certificates be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the furnishing to the Corporation of an affidavit to that effect by the person claiming the certificate has been lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board, or any officer of the Corporation designated by the Board of Directors or the Chief Executive Officer, may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to give the Corporation and its transfer agent(s) and registrar(s) a bond in such sum as it may direct (including a bond without limit as to amount) as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. Section 3. Registration of Transfer Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or such transfer agent, -13-

upon receipt of payment of any applicable transfer taxes, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 4. Registered Shareholders Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends or other distributions and to vote as such owner, and the Corporation shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or legal claim to or interest in such share or shares on the part of any other person, whether or not it has actual or other notice thereof. Section 5. Record Date For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to give a written consent to or dissent from any proposals without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action affecting the interest of shareholders, the Board of Directors may fix, in advance, a record date. Such date shall not be more than 60 days prior to the shareholders' meeting or other corporate action or event to which it relates. The record date for a shareholders' meeting may not be less than 10 days before the date of the meeting. The record date to determine shareholders entitled to give a written consent may not be more than 60 days before the date fixed for the tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted. If no record date is fixed: (a) the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given or, if no notice is given, the day next preceding the day on which the meeting is held; (b) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the Board of Directors relating thereto is adopted; and (c) the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by these By-Laws or by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in New Jersey, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Except as otherwise provided by law, only such persons as shall be shareholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to give such written consent, or to receive payment of such dividend or such allotment of rights, or otherwise to be recognized as shareholders for the related purpose, -14-

notwithstanding any registration of transfer of shares on the books of the Corporation after any such record date so fixed. When a determination of shareholders of record for a shareholders' meeting has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting in accordance with these By-Laws. ARTICLE VIII GENERAL PROVISIONS Section 1. Fiscal Year The fiscal year of the Corporation shall be fixed by the Board of Directors. Section 2. Dividends Subject to the provisions of the Certificate of Incorporation and the laws of the State of New Jersey, dividends on the outstanding shares of the Corporation may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in shares of the capital stock of the Corporation, in bonds of the Corporation, or in other property, including shares or bonds of other corporations. Section 3. Reserves Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in their absolute discretion, deem proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation.

Urs W. Stampfli Terms of Employment with Concord Camera Corp. 1) Position Until April 24, 2000, Director of Global Sales and Marketing. As of April 24, 2000, Vice President and Director of Global Sales and Marketing. 2) Employer Concord Camera Corp., a New Jersey corporation (hereinafter, the "Company" or "Concord") 3) Term Three (3) years commencing effective as of January 1, 2000 (the "Effective Date"). Thereafter, the term is renewable on an annual basis subject to agreement by both parties. The employment may be terminated in accordance with Section 12 below at any time during the initial term or any renewals thereof. 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: $210,000 per annum payable in accordance with the Company's normal payroll policies for executives. The aforesaid salary amount is to be reviewed on an annual basis. Deferred Compensation: The employee shall receive a one-time grant of deferred compensation equal to $110,000 with the entire amount to be deposited by the Company (in August 2000) 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 $36,667 on January 1, 2001; (ii) as to $36,667 on January 1, 2002; and (iii) as to $36,666 on January 1, 2003. The Company will adopt 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 will provide for immediate vesting of the foregoing amounts upon a change of control of the Company. Auto Allowance: $1,000 per month.

Urs W. Stampfli Terms of Employment Page 2 of 6 6) Employee Loan The employee will continue to repay the Company's loan to him pursuant to the terms and conditions of that certain Promissory Note dated May 15, 1998. The Company may deduct (offset) such amounts as are due and payable to the Company from and against any payments of salary, bonus, or other compensation owed by the Company to the employee. In the event that the employee's employment is terminated for any reason, or for no reason, either by the employee or by the Company, all amounts then outstanding under the Promissory Note shall thereupon become immediately due and payable. 7) Expense Reimbursement All reasonable documented expenses necessarily incurred in the performance of the employee's duties. 8) Vacation Three (3) weeks vacation per year. Employee shall provide the Company a minimum of 30 days' prior written notice of a request for vacation days. All vacation days are subject to the Company's approval. The employee shall be entitled to the Company's regularly scheduled holidays. 9) Bonus The employee shall be eligible for a discretionary bonus which is dependent upon the performance of the employee and the performance of the Company. The Company is not obligated to pay any specific bonus amount. The initial review for bonus shall occur on or about June 30, 2000. Subsequent bonus reviews shall take place every 12 months thereafter. To be eligible for a discretionary bonus, the employee must be employed by the Company at the time the bonus is paid. 10) Options The employee will be granted the following option, effective as of April 24, 2000, to purchase up to 24,886 shares of the common stock of Concord: with vesting as to 8,295 shares on April 24, 2000; with vesting as to 5,530 shares on January 1, 2001; with vesting as to 5,530 shares on January 1, 2002; and with vesting as to 5,531 shares on January 1, 2003.

Urs W. Stampfli Terms of Employment Page 3 of 6 The exercise price per share of the option shall be $22.1875. The foregoing exercise price and the number of shares subject to the foregoing option have already been adjusted to reflect the April 14, 2000 stock split paid to shareholders of record on March 27, 2000. The option shall be: (1) subject to the terms and conditions of Concord's standard option agreement, except that the employee's option agreement will provide for immediate vesting as to all shares underlying the option upon a change of control of the Company; and (2) conditioned upon the employee's execution and delivery of said agreement, as of the Effective Date. 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, as same are made generally available to Company employees who participate in these plans, with contributions, as applicable, to be made by the employee and/or the Company consistent with the applicable plan(s): o Life insurance at a rate of two (2) times base salary o Medical and Dental insurance o Disability Insurance o 401K Plan To the extent that the Company in its sole discretion modifies or terminates any of the foregoing plans or benefits, the employee shall be subject to said changes. 12) Termination The Company may terminate the employee for cause at any time without notice. "Cause" shall mean: (i) continued failure to obey reasonable instructions of the person(s) to whom the employee reports; (ii) continued neglect of duties and responsibilities; (iii) willful misconduct; (iv) any action in bad faith which is to the detriment of the Company and/or any of its subsidiaries or affiliates; (v) failure to comply with any of the provisions set forth in Exhibit A; or (vi) failure to comply with the Code of Conduct annexed as Exhibit B. Either party may terminate at any time for any reason or for no reason upon giving the other party 90 days' written notice. If the Company terminates the employee for any reason other than cause, or for no reason, and such termination is made effective immediately or at any other time before the expiration of the foregoing 90-day notice period, then the Company shall pay the employee's base salary, in lieu of notice, for the remainder of such notice period (the "Notice Payments").

Urs W. Stampfli Terms of Employment Page 4 of 6 In addition, if the Company terminates the employee for any reason other than cause or for no reason, then the employee will receive severance payments (the "Severance Payments") that, when combined with any Notice Payments, are equal to twelve (12) months' base salary. The Severance Payments will not be made with respect to any period for which the employee receives Notice Payments and the combined total of all Severance Payments and any Notice Payments shall not exceed twelve (12) months' base salary. By way of example: (i) if the employee receives Notice Payments equal to two (2) months' base salary, then his Severance Payments will be for ten (10) months' base salary; and (ii) if the employee instead receives 90 days' notice (such that there are no Notice Payments), then his Severance Payments will be for twelve (12) months' base salary. Any and all Notice Payments and/or Severance Payments will be paid in installments (net of required withholding) in accordance with the Company's normal payroll schedule for executives. The Company's obligation to make any Notice Payments and/or any Severance Payments is conditioned upon the employee's prior and continued compliance with all provisions of this Agreement including, but not limited to, those set forth in Exhibit A. In the event that the employee's employment terminates for any reason at all, voluntarily or involuntary, benefits provided to the employee will terminate as of the last day of employment unless otherwise specified in any employee benefit plan or unless otherwise specified as a matter of law. 13) Confidentiality and Intellectual Property; Non-Compete; Code of Conduct Annexed hereto as Exhibits A and B, respectively, are provisions applicable to the employee which are incorporated herein by reference and are part of this Agreement. As consideration for the covenants of employee set forth in Exhibit A, the Company hereby employs or continues to employ employee and employee hereby accepts employment or continued employment upon the terms and conditions contained herein. The employee acknowledges and agrees that the provisions set forth in Exhibits A and B do not affect the Company's ability to terminate the employee at any time with or without cause. If a provision set forth in this Term Sheet conflicts with a provision set forth in one or both of the exhibits, then the provisions of this Term Sheet shall govern. The obligations set forth in Exhibits A and B shall survive any termination of the employee's employment and/or any termination or expiration of this Agreement. In the event the employee fails to comply with any of the terms or conditions of Exhibit A or B (as same may be modified in this Term Sheet), all stock options granted by the Company, pursuant to this Agreement or otherwise, are thereby forfeited regardless of whether such options have vested.

Urs W. Stampfli Terms of Employment Page 5 of 6 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 or she has been represented by independent counsel or has knowingly waived his or her right to be represented by independent counsel with respect to this Agreement and the subject matter hereof. 16) Indemnification The employee agrees to indemnify the Company and its subsidiaries and affiliates against any damages, claims, expenses or costs, including attorneys fees, incurred by any of them relating directly or indirectly to any act or omission of the employee outside of the scope of the employee's duties and responsibilities as an employee of the Company. 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.

Urs W. Stampfli Terms of Employment Page 6 of 6 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 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: EMPLOYEE Accepted and Agreed: CONCORD CAMERA CORP.

/s/ Urs W. Stampfli --------------------Urs W. Stampfli

/s/ Ira B. Lampert ---------------------------------Ira B. Lampert, Chairman and Chief Executive Officer Date: Nov. 10, 2000 ----------------------------

Date:

11/10/00 ---------------

Rev. 08/16/00

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-

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 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-

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 paragraph 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-

2. These restrictions, 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-

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. August 10, 2000 -5-

Exhibit B CONCORD CAMERA CORP. CODE OF CONDUCT i

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.
/s/ Urs W. Stampfli -------------------------------------(Signature)

Urs W. Stampfli (Printed Name) VP of Global Sales & Marketing (Position) (Address) 11/10/00 (Date Signed)

CONTENTS 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 iii

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

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 collusion. It is illegal to collude with competitors to: 2

(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 3

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. 4

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; 5

- 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 6

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 the course of his or her employment by the Company. 7

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. 8

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). 9

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 wordprocessing 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 10

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 11

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 12

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 Vice President and Treasurer Corporate Counsel Outside Counsel Ira B. Lampert (954) 331-4203

Harlan I. Press Ann E. Neal, Esq. Ralph Sutcliffe, Esq. Kronish Lieb, Weiner & Hellman 1114 Ave. of the Americas New York, NY 10036

(954) 331-4211 (954) 331-4212 (212) 479-6000

Revised 08/10/00