-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CU9C0WqUH0N8dC04j4vHx2Qfy6W8eNETiqbAGoaXPz/8ELUca0vdexR6ND/mW50F bSPyBVh2inBDaJs96wIMFA== 0000950116-00-000222.txt : 20000214 0000950116-00-000222.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950116-00-000222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD CAMERA CORP CENTRAL INDEX KEY: 0000831861 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 133152196 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39682 FILM NUMBER: 533398 BUSINESS ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 9543314211 MAIL ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD CAMERA CORP CENTRAL INDEX KEY: 0000831861 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 133152196 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 BUSINESS PHONE: 9543314211 MAIL ADDRESS: STREET 1: 4000 HOLLYWOOD BLVD STREET 2: STE 650 NORTH CITY: HOLLYWOOD STATE: FL ZIP: 33021 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Concord Camera Corp. -------------------- (Name of Issuer) Common Stock, no par value per share ------------------------------------ (Title of Class of Securities) 206156101 --------- (CUSIP Number) Ralph J. Sutcliffe, Esq Kronish Lieb Weiner & Hellman LLP 1114 Avenue of the Americas New York, New York 10036 (212) 479-6000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 27, 2000 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ira B. Lampert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 503,450 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 405,000 EACH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 908,450 ------------------------------------------------------- PERSON WITH 1 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 908,450 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brial F. King - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 120,000 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 153,333 EACH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 273,333 ------------------------------------------------------- PERSON WITH 1 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 273,333 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Keith L. Lampert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 112,000 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 55,000 EACH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 167,000 ------------------------------------------------------- PERSON WITH 1 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 167,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 4 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Harlan I. Press - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 55,000 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 4,000 EACH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 59,000 ------------------------------------------------------- PERSON WITH 1 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arthur Zawodny - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 34,000 ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 14,000 EACH ------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 48,000 ------------------------------------------------------- PERSON WITH 1 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 6 Item 1. Security and Issuer This statement relates to the common stock, no par value per share (the "Common Stock"), of Concord Camera Corp., a New Jersey corporation ("Concord" or the "Company"). The principal executive offices of the Company are located at 4000 Hollywood Boulevard, Presidential Circle - Suite 650N, Hollywood, Florida 33021. Item 2. Identity and Background This statement is filed by a group of five individuals (individually, a "Filing Person" and collectively, the "Group") who are either officers or employees of the Company. This statement amends Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D filed with the Commission on November 17, 1995, as amended by Amendment No. 1 filed March 6, 1997 and Amendment No. 2 filed August 5, 1997, by revising such items in accordance with the information contained herein. The name and principal occupation of each Filing Person are set forth below. The principal business address of each Filing Person is Concord Camera Corp., 4000 Hollywood Boulevard, Presidential Circle - Suite 650N, Hollywood, Florida 33021. Each Filing Person is a citizen of the United States. Name Principal Occupation ---- -------------------- Ira B. Lampert Chairman of the Board & Chief Executive Officer Brian F. King Senior Vice President & Secretary Keith L. Lampert Vice President Harlan I. Press Corporate Controller & Assistant Secretary Arthur Zawodny Director, Design Engineering During the last five years, no Filing Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The intra-Group purchases described in Item 4 below were made by the delivery of secured promissory notes in the initial aggregate principal amount of $803,562.50, which amount consists of the individual amounts listed on Appendix A attached hereto and incorporated by reference herein. Item 4. Purpose of Transaction Intra-Group Purchases: Since the filing of Amendment No. 2 on August 5, 1997, certain individuals who were then members of the Group left the employ of the Company. As contemplated by the Management Equity Provisions of the Company's Stock Incentive Plan, Group members who continue in the employ of the Company may be eligible to purchase the positions of exiting employees. In a series of transactions since the filing of the last amendment, an aggregate of 149,500 shares and 97,833 options were transferred from exiting employees to other members of the Group. All of such shares and options were previously reported as shares and options held by employees who were then Page 7 members of the Group but have since left the Company. The secured promissory notes previously delivered by the exiting employees in payment for their shares were canceled upon delivery of new promissory notes by current Group members in payment for such shares. Appendix A attached hereto and incorporated by reference herein sets forth information with respect to the parties to these transactions, the number of shares and options purchased by each Filing Person and the amount of each promissory note delivered by such person in payment therefor. Each Filing Person who purchased shares and options as described in Annex A is a senior manager of the Company. As such, he is interested in increasing his financial commitment to the Company's success. Item 5. Interest in Securities of the Issuer Sales: On January 27, 2000 Ira B. Lampert sold a total of 164,990 shares of Common Stock at a price of $29.8125 per share (net of commission). The shares were sold in an open market transaction on the NASDAQ National Market. Of the shares sold, 150,000 shares represent shares purchased by Ira Lampert in accordance with the Company's Management Equity Provisions and the balance of 14,990 shares represent open market purchases. A portion of the proceeds from the sale of such shares was used to prepay in full an aggregate of $ 1,214,649.86 owed to the Company by Ira Lampert under secured promissory notes issued in connection with the purchase of shares under the Management Equity Provisions. On February 2, 2000 Keith L. Lampert sold a total of 55,000 shares of Common Stock at a price of $29.00 per share (net of commission). The shares were sold in an open market transaction on the NASDAQ National Market. All of the shares sold represent shares purchased by Keith Lampert pursuant to the Company's Management Equity Provisions; and a portion of the proceeds from the sale of such shares will be used by him to prepay in full an aggregate of $ 222,744.12 owed to the Company under promissory notes issued in connection with the purchase of such shares. According to the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 1999, there were 11,686,117 shares of Common Stock outstanding as of October 27, 1999. Since the purchases described in Item 4 above represent intra-Group transfers from exiting employees to other Group members, such purchases do not impact the Group's overall percentage ownership in the Company. However, recent sales totaling 219,990 shares, described above in this Item 5, reduce the number of shares currently owned by the Group to 1,455,783, including 322,450 shares currently outstanding and 1,133,333 shares underlying options exercisable within 60 days from January 27, 2000. As detailed on Appendix B attached hereto and incorporated by reference herein, each Filing Person owns the aggregate number of shares listed in the first two columns on Appendix B; in addition, each such Filing Person is deemed to own the aggregate number of shares underlying options exercisable within 60 days from January 27, 2000, as listed in the third and fourth columns on Appendix B. Accordingly, the Group may be deemed to own an aggregate of 1,455,783 shares or approximately 11.4% of the Company's outstanding Common Stock (based on the number of shares outstanding on October 27, 1999 plus the 1,133,333 shares underlying options exercisable within 60 days from January 27, 2000 for a total of 12,819,450 shares that would be outstanding if all such options were exercised). Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The Company's Management Equity Provisions provide generally that so long as a Filing Person remains a member of the Group, such person will be required to own shares of the Company's Common Stock in an amount not less than 50% of such person's shares issued pursuant to the Management Equity Provisions plus shares issuable upon the exercise of options thereunder. As a participant in the Management Equity Provisions, each Filing Person is required to execute certain Agreements and Documents (the "MEP Agreements and Documents") with respect to his purchase of shares and options pursuant to these provisions. The purchases described in this amendment all relate to transactions involving an exiting employee who was the seller in the transaction, the Company as the financing entity and one or more Group member purchasers. With respect to each transaction, the MEP Agreements and Documents consisted of the following: o Purchase Agreement by and among the exiting employee, the Company and each Filing Person who purchased shares in that transaction; Page 8 o Amendment to the Amended and Restated Voting Agreement dated February 27, 1997(the "Voting Agreement," as filed with the Commission on March 6, 1997 as Exhibit F to Amendment No. 1 to Schedule 13D) pursuant to which the Filing Person agreed that the shares purchased as well as the shares underlying the purchased options shall be subject to the terms of the Voting Agreement. o Secured Promissory Note in the principal amount of the purchase price for the shares and options, together with the pledged securities consisting of the shares of the Company's Common Stock purchased in the transaction; o Option Agreement pursuant to which the Filing Person consented to the terms and conditions set forth therein with respect to the exercise of the options purchased from the exiting employee. Pursuant to the Voting Agreement, each Filing Person authorized Ira Lampert to vote his shares of Common Stock in such manner as may be determined by the holders of a majority of the Company's Common Stock governed by the Voting Agreement. In the Voting Agreement, each Group member also acknowledged that a "group" had been formed for purposes of Section 13(d) under the Securities Act of 1934 and agreed to provide Ira Lampert with such information as may be required to enable him to file a Schedule 13D and any amendments thereto on behalf of such Group. Each secured promissory note bears interest at 6% payable annually in arrears. The shares purchased are pledged to secure payment of the promissory note. The promissory notes listed in Appendix A, together with the notes described in prior amendments to this Schedule 13D, amounted to an aggregate initial principal amount of $2,386,500 as of December 31, 1999 (prior to giving effect to the prepayments described in Item 5 above). In April 1999, the Company's Board of Directors adopted a policy whereby the Company would forgive a portion of the indebtedness represented by each note and concurrently release a proportionate number of purchased shares held by the Company as security for payment of the note. The debt forgiveness and share release policy began on May 1, 1999 and will continue on January 1 each year through January 1, 2003. In any event, if a Filing Person ceases to be an employee or consultant of the Company, the principal amount of the promissory note would immediately become due and payable, including any amounts scheduled to be forgiven at a future date. In January 2000, the Company's Board of Directors further provided that a participant in the Management Equity Provisions would have the right to prepay all or any portion of the indebtedness represented by a secured note issued in connection with the purchase of shares, and that the amount so prepaid would be repaid to the participant as deferred compensation at such time as the amount would otherwise have been forgiven in accordance with the debt forgiveness and share release policy described above. The participants who sold shares as described in Item 5 above have prepaid or will prepay their notes to the Company in full and, assuming their continued employment with the Company, should be entitled to receive deferred compensation in lieu of the amounts scheduled to be forgiven under the debt forgiveness program described above. Item 7. Material to be Filed as Exhibits Appendix A - List of Exiting Employee Sales and Filing Person Purchases Appendix B - List of Shares and Options Owned by Each Filing Person Exhibit 1 - MEP Agreements and Documents relating to the sale on April 30, 1998 by Eli Shoer to Ira B. Lampert of 10,000 shares and 10,000 Options Exhibit 2 - MEP Agreements and Documents dated relating to the sale on June 11, 1998 by Lawrence Pesin of an aggregate of 37,500 shares and 37,500 options to Brian King (18,750 shares and 18,750 options) and Keith Lampert (18,750 shares and 18,750 options) - -------------------------------------------------------------------------------- Page 9 Exhibit 3 - MEP Agreements and Documents relating to the sale on July 1, 1998 by Steve Jackel of an aggregate of 100,000 shares and 48,333 options to Brian King (23,750 shares and 17,083 options), Ira Lampert (45,000 shares) and Keith L. Lampert (31,250 shares and 31,250 options Exhibit 4 - MEP Agreements and Documents dated December 7, 1999 relating to the sale on January 6, 2000 by George Erfurt to Harlan I. Press of 2,000 shares and 2,000 options. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 10, 2000 IRA B. LAMPERT BRIAN F. KING KEITH L. LAMPERT HARLAN I. PRESS ARTHUR ZAWODNY By: /s/ Ira B. Lampert ------------------------------ Ira B. Lampert* - --------------------- *Executed and filed on behalf of each Filing Person listed above in accordance with Section 6 of the Amended and Restated Voting Agreement dated February 27, 1997 and filed with the Commission on March 6, 1997 as Exhibit F to Amendment No. 1 to this Schedule 13D. Page 10 INDEX of APPENDICES and EXHIBITS
Appendix A - List of Exiting Employee Sales and Filing Person Purchases Page 12 Appendix B - List of Shares and Options Owned by Each Filing Person Page 13 Exhibit 1 - MEP Agreements and Documents relating to the sale on April 30, 1998 by Eli Shoer to Page 1-1 Ira B. Lampert of 10,000 shares and 10,000 Options Exhibit 2 - MEP Agreements and Documents relating to the sale on June 11, 1998 by Lawrence Pesin Page 2-1 of an aggregate of 37,500 shares and 37,500 options to Brian King (18,750 shares and 18,750 options) and Keith Lampert (18,750 shares and 18,750 options) Exhibit 3 - MEP Agreements and Documents relating to the sale on July 1, 1998 by Steve Jackel of Page 3-1 an aggregate of 100,000 shares and 48,333 options to Brian King (23,750 shares and 17,083 options), Ira Lampert (45,000 shares) and Keith L. Lampert (31,250 shares and 31,250 options Exhibit 4 - MEP Agreements and Documents dated December 7, 1999 relating to the sale on January 6, Page 4-1 2000 by George Erfurt to Harlan I. Press of 2,000 shares and 2,000 options.
Page 11 APPENDIX A Exiting Employee Sales/Filing Person Purchases
Date of Seller Purchaser No. of No. of Principal Amount of Transaction (Exiting Employee) (Filing Person) Shares Options Promissory Note ----------- ------------------ --------------- ------- ------- ------------------- April 30, 1998 Eli Shoer Ira B. Lampert 10,000 10,000 $ 53,750.00 June 11, 1998 Lawrence Pesin Brian F. King 18,750 18,750 $100,781.25 June 11, 1998 Lawrence Pesin Keith L. Lampert 18,750 18,750 $100,781.25 July 1, 1998 Steve Jackel Brian F. King 23,750 17,083 $127,656.25 July 1, 1998 Steve Jackel Ira Lampert 45,000 - $241,875.00 July 1, 1998 Steve Jackel Keith L. Lampert 31,250 31,250 $167,968.75 January 6, 2000 George Erfurt Harlan I. Press 2,000 2,000 $ 10,750.00 ------- ------- ----------- Totals 149,500 97,833 $803,562.50
Page 12 APPENDIX B Shares and Options Owned by Each Filing Person
Options Number of Shares Owned Exercisable within 60 days ---------------------------------------- ----------------------------------- Shares purchased Shares purchased Options Outside Options purchased Filing Person outside of MEP* under MEP of MEP under MEP Totals Percentage** - ------------- ---------------- ---------------- --------------- ----------------- ------ ------------ Ira B. Lampert 53,450 150,000 450,000 255,000 908,450 7.1% Brian F. King -- 80,000 120,000 73,333 273,333 2.1% Keith L. Lampert 30,000 -- 82,000 55,000 167,000 1.3% Harlan I. Press -- 2,000 55,000 2,000 59,000 0.5% Arthur Zawodny -- 7,000 35,000 7,000 48,000 0.4% ------- ------- ------- -------- --------- ----- Subtotals 83,450 239,000 741,000 392,333 Totals 322,450 1,133,333 1,455,783 11.4%**
- ---------------------- * "MEP" refers to the Company's Management Equity Provisions. ** Based on 11,686,117 shares outstanding as of October 27, 1999 plus 1,133,333 shares underlying options exercisable within 60 days from January 27, 2000 for a total of 12,819,450 shares that would be outstanding if all such options were exercised. Page 13 EX-1 2 EXHIBIT 1 Exhibit 1 AGREEMENT AGREEMENT, dated as of April 30, 1998 by and among Eli Shoer having an address at 5 Post Lane, Palisades New York, 10964 ("Seller"), Concord Camera Corp., a New Jersey corporation having an address at 35 Mileed Way, Avenel, New Jersey 07001 (the "Company"), and each of the individuals whose names are set forth at the foot of this Agreement, having an address care of the Company (collectively, the "Purchasers"). WHEREAS, Seller is a participant in the Management Stock provisions of the Company, pursuant to which he has purchased 10,000 shares of common stock of the Company (the "Shares") and is the holder of an option to purchase 10,000 shares of common stock of the Company (the "Option") and is the obligor under a promissory note to the Company in an outstanding principal amount equal to $53,750.00(Fifty Three thousand seven hundred fifty dollars) plus accrued interest (the "Note"). WHEREAS, each of the Purchasers desires to purchase from Seller the number of Shares and portion of the Option set forth opposite their respective names at the foot of this Agreement in consideration of the assumption of each of the Purchasers of all of Seller's obligations under the portion of the Note set forth opposite their respective names at the foot of this Agreement; and WHEREAS, the Company is willing to consent to such purchase, sale and assumption and upon the occurrence thereof; is willing to release Seller from any further obligations under the Note. NOW, THEREFORE, the parties hereby take the actions evidenced by this Agreement and agree as follows: 1. Seller hereby represents and warrants to each of the Purchasers that Seller is the record and beneficial owner of the Shares of the Option free and clear of any liens, claims or encumbrances of any type whatsoever, except for the pledge of the Shares to the Company as security for payment of the Note, and that the outstanding principal amount of the Note is as set forth above. 2. Seller hereby sells, transfers and conveys to each of the Purchasers, and each of the Purchasers hereby accepts, the number of Shares and the portion of the Option set forth opposite each such Purchaser's name at the foot of this Agreement and each of the Purchasers hereby assumes all of Seller's obligations under the portion of the Note set forth opposite each such Purchaser's name at the foot of this Agreement. 3. The Company hereby consents to the foregoing and releases Seller from any and all obligations of Seller under the Note. Concurrently with the execution and delivery hereof, the Company has returned to Seller the Note stamped canceled. 4. Concurrently with the execution and delivery hereof, each of the Purchasers has delivered to the Company, and the Company has accepted, a new promissory note evidencing the portion of the principal amount of the Note plus accrued interest assumed by each Purchaser, a pledge agreement granting to the Company a security interest in the Shares purchased by each Purchaser and the certificate in the name of each Purchaser representing such Shares. 1-1 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its representatives thereunto duly authorized, and each of Seller and the Purchasers has duly authorized, and each of Seller and the Purchasers has duly executed this Agreement as of the day and year first above written. SELLER CONCORD CAMERA CORP. ______________________________ By: ______________________________________ Name: Ira B. Lampert Dated: _____________ Title: Chairman and Chief Executive Officer Dated: ______________ Purchaser: Ira Lampert __________________________________________ Ira Lampert Number of Shares Purchased: 10,000 Option with respect to 10,000 shares Principal amount of Promissory Note: $53,750 plus accrued interest 1-2 AGREEMENT AGREEMENT, dated as of April 30, 1998, by Ira B. Lampert ("Lampert"). Reference is made to (i) that certain Amended and Restated Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey Corporation (the "Company"), Lampert and certain other parties signatory thereto (the "Voting Agreement") and (ii) that certain Agreement, dated April 30, 1998 by and among Eli Shoer ("Shoer"), the Company and Lampert (the "Shoer Agreement"). Lampert hereby agrees, for the benefit of the parities to the Voting Agreement, (i) that the shares of common stock of the Company he is purchasing pursuant to the Shoer Agreement and the shares of common stock of the Company issuable upon exercise f the options he is purchasing pursuant to the Shoer Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and, as such, shall be subject tot he Voting Agreement, and (ii) to be bound by the Voting Agreement with respect to the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Shoer Agreement. IN WITNESS WHEREOF, Lampert has executed this Agreement as of the date first written above. /s/ Ira B. Lampert _____________________________ Ira B. Lampert 1-3 SECURED PROMISSORY NOTE $53,750.00 As of November 7, 1995 FOR VALUE RECEIVED, Ira Lampert ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of Fifty Three Thousand Seven Hundred Fifty and 00/100 Dollars ($53,750.00), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 1-4 Pursuant to an Agreement, dated as of April 30, 1998 among Eli Shoer ("Shoer"), the Company, and the Obligor (the "Agreement"), Shoer, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995, from Shoer to the Company in the principal amount of $53,750 (the "Old Note"). Amounts not in excess of $53,750 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). 1-5 Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. 1-6 Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. _____________________________ Ira Lampert 1-7 SCHEDULE A TO SECURED PROMISSORY NOTE PLEDGED SECURITIES 10,000 Shares No Par Value Concord Camera Corp. Common Stock 1-8 OPTION AGREEMENT, dated as of December 22, 1996, between Ira B. Lampert (the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement, dated as of April 30, 1998 by and between Eli Shoer ("Shoer"), the Optionee, the Optionee has purchased from Shoer the right and option to purchase an aggregate of 10,000 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Shoer and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 10,000 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 1-9 2. Purchase Price. The purchase price (the "Purchase Price") of the Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise. (a) The Optionee shall be entitled to exercise the Option: (1) as to 20% of total number of Option Shares as of the date hereof, and (ii) as to an additional 1/48 of the total number of remaining Option Shares on December 31, 1996 and on the last day of each subsequent calendar month until November 30, 2000 (see attached "Exhibit A" vesting schedule). (b) The Option shall expire and shall not be exercisable after December 21, 2006, unless the Option shall be sooner terminated pursuant to Paragraph 4. (c) Notwithstanding anything to the contrary contained herein, if the average Fair Market Value (as defined below) of one share of Common Stock shall be equal to or greater than $5.00 for 90 consecutive trading days, the Option shall immediately become exercisable as to all the underlying shares of Common Stock. 4. Exercise of Option After Termination of Employment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not theretofore exercised or exercisable shall expire forthwith unless otherwise agreed to by the Concord. 1-10 (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until the earlier of four years from the date of termination or December 21, 2006. (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon Changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option Shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 1-11 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates representing shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. 1-12 (b) For purposes hereof, the fair market value of a share of Common Stock on any date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 8. Withholding. Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 1-13 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. (b) Concord shall not be obligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 1-14 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none of the rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Employment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 13. Miscellaneous. This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. 1-15 IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. CONCORD CAMERA CORP. By: /s/ Ira B. Lampert ------------------- Ira B. Lampert Chairman & CEO Optionee: /s/ Ira B. Lampert ---------------------- Ira B. Lampert 1-16 EX-2 3 EXHIBIT 2 Exhibit 2 AGREEMENT AGREEMENT, dated as of June 11, 1998, by and among Lawrence Pesin having an address at 700 Astri Terrace, Valley Cottage, NY 10989 ("Seller"), Concord Camera Corp., a New Jersey corporation having an address at 35 Mileed Way, Avenel, New Jersey 07001 (the "Company"), and each of the individuals whose names are set forth at the foot of this Agreement, having an address care of the Company (collectively, the "Purchasers"). WHEREAS, Seller is a participant in the Management Stock provisions of the Company, pursuant to which he has purchased 37,500 shares of common stock of the Company (the "Shares") and is the holder of an option to purchase 37,500 shares of common stock of the Company (the "Option") and is the obligor under a promissory note to the Company in an outstanding principal amount equal to $201,562.50 plus accrued interest (the "Note"). WHEREAS, each of the Purchasers desires to purchase from Seller the number of Shares and portion of the Option set forth opposite their respective names at the foot of this Agreement in consideration of the assumption of each of the Purchasers of all of Seller's obligations under the portion of the Note set forth opposite their respective names at the foot of this Agreement; and WHEREAS, the Company is willing to consent to such purchase, sale and assumption and upon the occurrence thereof is willing to release Seller from any further obligations under the Note. NOW, THEREFORE, the parties hereby take the actions evidenced by this Agreement and agree as follows: 1. Seller hereby represents and warrants to each of the Purchasers that Seller is the record and beneficial owner of the Shares of the Option free and clear of any liens, claims or encumbrances of any type whatsoever, except for the pledge of the Shares to the Company as security for payment of the Note, and that the outstanding principal amount of the Note is as set forth above. 2. Seller hereby sells, transfers and conveys to each of the Purchasers, and each of the Purchasers hereby accepts, the number of Shares and the portion of the Option set forth opposite each such Purchaser's name at the foot of this Agreement and each of the Purchasers hereby assumes all of Seller's obligations under the portion of the Note set forth opposite each such Purchaser's name at the foot of this Agreement. 3. The Company hereby consents to the foregoing and releases Seller from any and all obligations of Seller under the Note. Concurrently with the execution and delivery hereof, the Company has returned to Seller the Note stamped canceled. 4. Concurrently with the execution and delivery hereof, each of the Purchasers has delivered to the Company, and the Company has accepted, a new promissory note evidencing the portion of the principal amount of the Note plus accrued interest assumed by each Purchaser, a pledge agreement granting to the Company a security interest in the Shares purchased by each Purchaser and the certificate in the name of each Purchaser representing such Shares. 2-1 5. Indemnification - The Company and the Purchasers acknowledge that in acquiring the Shares and Options (a) the Purchasers are not relying upon any representations or warranties by the Seller, either as to the financial condition, business condition or prospects of the Company or as to the legal or tax implications of the transfer of Shares and/or Option hereby; and (b) the Purchasers are relying upon the Annual Report of the Company for the fiscal year ended June 30, 1997 and the report of the Company to the Securities and Exchange Commission on Form 10-Q for the nine months ended March 31, 1998 and such other statements, if any, as have been made to them by the Company. The Company represents to the Purchasers that neither of the foregoing reports contains a materially misleading representation or fails to disclose any fact, the omission of which would cause any statement therein contained to be materially misleading. To the fullest extent permitted by applicable law, the Company agrees to indemnify and hold the Seller harmless from and against any and all expenses (including attorneys' fees and costs), judgments and fines incurred by him or on his behalf in connection with any threatened, pending or completed action, suit or proceeding in which he is or becomes a party by virtue of the transfer and/or sale of the Shares and Option contemplated hereby. 6. Amendment of Option Agreement - Section 10 of the Option Agreement dated December 22, 1996 is hereby amended to permit the transfer of an Option to purchase 37,500 shares of common stock of the Company by the Seller to the Purchasers pursuant to this Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its representatives thereunto duly authorized, and each of Seller and the Purchasers has duly authorized, and each of Seller and the Purchasers has duly executed this Agreement as of the day and year first above written. SELLER ______________________________ Lawrence Pesin CONCORD CAMERA CORP. By: __________________________ Name: Ira B. Lampert Title: Chairman and Chief Executive Officer Purchaser: Brian King ______________________________ Brian King Number of Shares 2-2 Purchased: 18,750 Option with respect to 18,750 Shares Principal amount of Promissory Note: $100,781.25 plus accrued interest Purchaser: Keith Lampert ______________________________ Keith Lampert Number of Shares Purchased: 18,750 Option with respect to 18,750 shares Principal amount of Promissory Note: $100,781.25 plus accrued interest 2-3 AGREEMENT AGREEMENT, dated as of June 11, 1998 by Brian King ("King") and Keith Lampert ("Lampert'). Reference is made to (i) that certain Amended and Restated Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey Corporation (the "Company"), King, Lampert and certain other parties signatory thereto (the "Voting Agreement") and (ii) that certain Agreement, dated June 11, 1998 by and among Lawrence Pesin ("Pesin"), the Company, King and Lampert (the "Pesin Agreement"). Each of King and Lampert hereby agrees, for the benefit of the parties to the Voting Agreement, (i) that the shares of common stock of the Company he is purchasing pursuant to the Pesin Agreement and the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Pesin Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and, as such, shall be subject to the Voting Agreement, and (ii) to be bound by the Voting Agreement with respect to the shares of common stock he is purchasing pursuant to the Pesin Agreement and the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Pesin Agreement. IN WITNESS WHEREOF, King and Lampert have executed this Agreement as of the date first written above. ______________________________ Brian King ______________________________ Keith Lampert 2-4 SECURED PROMISSORY NOTE $100,781.25 As of November 7, 1995 FOR VALUE RECEIVED, Brian King ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of One Hundred Thousand Seven Hundred Eighty One and 25/100 Dollars ($100,781.25), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 2-5 Pursuant to an Agreement, dated as of June 11, 1998 among Lawrence Pesin ("Pesin"), the Company, Keith Lampert, and the Obligor (the "Agreement"), Pesin, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in partial substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995 from Pesin to the Company in the principal amount of $201,562.50 (the "Old Note"). Amounts not in excess of $100,781.25 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. 2-6 So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. 2-7 If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. 2-8 This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. ____________________________ Brian King 2-9 SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE PLEDGED SECURITIES 18,750 Shares No Par Value Concord Camera Corp. Common Stock 2-10 SECURED PROMISSORY NOTE $100,781.25 As of November 7, 1995 FOR VALUE RECEIVED, Keith Lampert ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of One Hundred Thousand Seven Hundred Eighty One and 25/100 Dollars ($100,781.25), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 2-11 Pursuant to an Agreement, dated as of June 11, 1998, among Lawrence Pesin ("Pesin"), the Company, Brian King, and the Obligor (the "Agreement"), Pesin, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in partial substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995 from Pesin to the Company in the principal amount of $201,562.50 (the "Old Note"). Amounts not in excess of $100,781.25 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. 2-12 So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. 2-13 If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. 2-14 This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. ___________________________ Keith Lampert 2-15 SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE PLEDGED SECURITIES 18,750 Shares No Par Value Concord Camera Corp. Common Stock 2-16 OPTION AGREEMENT, dated as of December 22, 1996, between Brian King (the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement, dated as of June 11, 1998 by and among Lawrence Pesin ("Pesin") the Optionee, Brian King and Keith Lampert, the Optionee has purchased from Pesin the right and option to purchase an aggregate of 18,750 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Pesin and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 18,750 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2-17 2. Purchase Price. The purchase price (the "Purchase Price") ofthe Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise (a) The Optionee shall be entitled to exercise the Option: (1) as to 20% of total number of Option Shares as of the date hereof, and (ii) as to an additional 1/48 of the total number of remaining Option Shares on December 31, 1996 and on the last day of each subsequent calendar month until November 30, 2000 (see attached "Exhibit A" vesting schedule). (b) The Option shall expire and shall not be exercisable after December 21,2006. unless the Option shall be sooner terminated pursuant to Paragraph 4. (c) Notwithstanding anything to the contrary contained herein, if the average Fair Market Value (as defined below) of one share of Common Stock shall be equal to or greater than $5.00 for 90 consecutive trading days, the Option shall immediately become exercisable as to all the underlying shares of Common Stock. 4. Exercise of Option After Termination of Emplovment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not therefore exercised or exercisable shall expire forthwith unless otherwise agreed to by Concord. (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until earlier of four years from the date of termination or December 21, 2006. 2-18 (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 2-19 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates reoresenting shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. (b) For purposes hereof, the fair market value of a share of Common Stock on anv date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 2-20 8. Withholding. Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there isthen in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. 2-21 (b) Concord shall not be abligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Qption may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none ofthe rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Emplovment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 13. Miscellaneous. 2-22 This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. CONCORD CAMERA CORP. By: /s/ Ira B. Lampert ______________________ Ira B. Lampert Chairman & CEO Optionee: /s/ Brian King ______________________ Brian King 2-23 OPTION AGREEMENT, dated as of December 22, 1996, between Keith Lampert (the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement, dated as of June 11, 1998 by and among Lawrence Pesin ("Pesin") the Optionee, Brian King and Keith Lampert, the Optionee has purchased from Pesin the right and option to purchase an aggregate of 18,750 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Pesin and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 18,750 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2-24 2. Purchase Price. The purchase price (the "Purchase Price") of the Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise (a) The Optionee shall be entitled to exercise the Option: (1) as to 20% of total number of Option Shares as of the date hereof, and (ii) as to an additional 1/48 of the total number of remaining Option Shares on December 31, 1996 and on the last day of each subsequent calendar month until November 30, 2000 (see attached "Exhibit A" vesting schedule). (b) The Option shall expire and shall not be exercisable after December 21, 2006. unless the Option shall be sooner terminated pursuant to Paragraph 4. (c) Notwithstanding anything to the contrary contained herein, if the average Fair Market Value (as defined below) of one share of Common Stock shall be equal to or greater than $5.00 for 90 consecutive trading days, the Option shall immediately become exercisable as to all the underlying shares of Common Stock. 4. Exercise of Option After Termination of Employment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not therefore exercised or exercisable shall expire forthwith unless otherwise agreed to by Concord. (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until earlier of four years from the date of termination or December 21, 2006. 2-25 (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 2-26 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates reoresenting shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. (b) For purposes hereof, the fair market value of a share of Common Stock on anv date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 2-27 8. Withholding. Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there isthen in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. 2-28 (b) Concord shall not be abligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Qption may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none ofthe rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Emplovment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 2-29 13. Miscellaneous. This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. CONCORD CAMERA CORP. By: /s/ Ira B. Lampert ______________________ Ira B. Lampert Chairman & CEO Optionee: /s/ Keith Lampert __________________________ Keith Lampert 2-30 EX-3 4 EXHIBIT 3 Exhibit 3 AGREEMENT AGREEMENT, dated as of July 1, 1998 by and among Steve Jackel having an address at 150 East 61st Street, New York, NY 10021 ("Seller"), Concord Camera Corp., a New Jersey corporation having an address at 35 Mileed Way, Avenel, New Jersey 07001 (the "Company"), and each of the individuals whose names are set forth at the foot of this Agreement, having an address care of the Company (collectively, the "Purchasers"). WHEREAS, Seller is a participant in the Management Stock provisions of the Company, pursuant to which he has purchased 100,000 shares of common stock of the Company (the "Shares") and is the holder of an option to purchase 100,000 shares of common stock of the Company (the "Option") and is the obligor under a promissory note to the Company in an outstanding principal amount equal to $537,500 (Five Hundred Thirty Seven Thousand Five Hundred Dollars) plus accrued interest (the "Note"). WHEREAS, each of the Purchasers desires to purchase from Seller the number of Shares and portion of the Option set forth opposite their respective names at the foot of this Agreement in consideration of the assumption of each of the Purchasers of all of Seller's obligations under the portion of the Note set forth opposite their respective names at the foot of this Agreement; and WHEREAS, the Company is willing to consent to such purchase, sale and assumption and upon the occurrence thereof is willing to release Seller from any further obligations under the Note. NOW, THEREFORE, the parties hereby take the actions evidenced by this Agreement and agree as follows: 1. Seller hereby represents and warrants to each of the Purchasers that Seller is the record and beneficial owner of the Shares of the Option free and clear of any liens, claims or encumbrances of any type whatsoever, except for the pledge of the Shares to the Company as security for payment of the Note, and that the outstanding principal amount of the Note is as set forth above. 2. Seller hereby sells, transfers and conveys to each of the Purchasers, and each of the Purchasers hereby accepts, the number of Shares and the portion of the Option set forth opposite each such Purchaser's name at the foot of this Agreement and each of the Purchasers hereby assumes all of Seller's obligations under the portion of the Note set forth opposite each such Purchaser's name at the foot of this Agreement. 3. The Company hereby consents to the foregoing and releases Seller from any and all obligations of Seller under the Note. Concurrently with the execution and delivery hereof, the Company has returned to Seller the Note stamped canceled. 4. Concurrently with the execution and delivery hereof, each of the Purchasers has delivered to the Company, and the Company has accepted, a new promissory note evidencing the portion of the principal amount of the Note plus accrued interest assumed by each Purchaser, a pledge agreement granting to the Company a security interest in the Shares purchased by each Purchaser and the certificate in the name of each Purchaser representing such Shares. 3-1 5. Indemnification - The Company and the Purchasers acknowledge that in acquiring the Shares and Options (a) the Purchasers are not relying upon any representations or warranties by the Seller, either as to the financial condition, business condition or prospects of the Company or as to the legal or tax implications of the transfer of Shares and/or Option hereby; and (b) the Purchasers are relying upon the Annual Report of the Company for the fiscal year ended June 30, 1997 and the report of the Company to the Securities and Exchange Commission on Form 10-Q for the nine months ended March 31, 1998 and such other statements, if any, as have been made to them by the Company. The Company represents to the Purchasers that neither of the foregoing reports contains a materially misleading representation or fails to disclose any fact, the omission of which would cause any statement therein contained to be materially misleading. To the fullest extent permitted by applicable law, the Company agrees to indemnify and hold the Seller harmless from and against any and all expenses (including attorneys' fees and costs), judgments and fines incurred by him or on his behalf in connection with any threatened, pending or completed action, suit or proceeding in which he is or becomes a party by virtue of the transfer and/or sale of the Shares and Option contemplated hereby. 6. Amendment of Option Agreement - Section 10 of the Option Agreement dated December 22, 1996 is hereby amended to permit the transfer of an Option to purchase 48,333 shares of common stock of the Company by the Seller to the Purchasers pursuant to this Agreement. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its representatives thereunto duly authorized, and each of Seller and the Purchasers has duly authorized, and each of Seller and the Purchasers has duly executed this Agreement as of the day and year first above written. SELLER ______________________________ Steve Jackel CONCORD CAMERA CORP. By:___________________________ Name: Ira B. Lampert Title: Chairman and Chief Executive Officer 3-2 Purchaser: Brian King ______________________________ Brian King Number of Shares Purchased: 23,750 Option with respect to 17,083 Shares Principal amount of Promissory Note: $127,656.25 plus accrued interest Purchaser: Ira Lampert ______________________________ Ira Lampert Number of Shares Purchased: 45,000 Principal amount of Promissory Note: $241,875.00 plus accrued interest Purchaser: Keith Lampert ______________________________ Keith Lampert Number of Shares Purchased: 31,250 Option with respect to 31,250 Shares Principal amount of Promissory Note: $167,968.75 plus accrued interest 3-3 AGREEMENT AGREEMENT, dated as of July 1, 1998 by Brian King ("King"), Ira Lampert and Keith Lampert. Reference is made to (i) that certain Amended and Restated Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey Corporation (the "Company"), King, Ira Lampert and Keith Lampert and certain other parties signatory thereto (the "Voting Agreement") and (ii) that certain Agreement, dated July 1, 1998 by and among Steve Jackel ("Jackel"), the Company, King, Ira Lampert and Keith Lampert (the "Jackel Agreement"). Each of King, Ira Lampert and Keith Lampert hereby agrees, for the benefit of the parties to the Voting Agreement, (i) that the shares of common stock of the Company he is purchasing pursuant to the Jackel Agreement and the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Jackel Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and, as such, shall be subject to the Voting Agreement, and (ii) to be bound by the Voting Agreement with respect to the shares of common stock he is purchasing pursuant to the Jackel Agreement and the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Jackel Agreement. IN WITNESS WHEREOF, King, Ira Lampert and Keith Lampert have executed this Agreement as of the date first written above. ______________________________ Brian King ______________________________ Ira Lampert ______________________________ Keith Lampert 3-4 SECURED PROMISSORY NOTE $127,656.25 As of November 7, 1995 FOR VALUE RECEIVED, Brian King ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of One Hundred Twenty Seven Thousand Six Hundred Fifty Six and 25/100 Dollars ($127,656.25), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 3-5 Pursuant to an Agreement, dated as of July 1, 1998, among Steve Jackel ("Jackel"), the Company, Ira Lampert, Keith Lampert, and the Obligor (the "Agreement"), Jackel, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in partial substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995, from Jackel to the Company in the principal amount of $537,500 (the "Old Note"). Amounts not in excess of $127,656.25 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. 3-6 So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. 3-7 If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. 3-8 This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. __________________________________ Brian King 3-9 SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE PLEDGED SECURITIES 23,750 Shares No Par Value Concord Camera Corp. Common Stock 3-10 SECURED PROMISSORY NOTE $241,875.00 As of November 7, 1995 FOR VALUE RECEIVED, Ira Lampert ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of Two Hundred One Thousand Eight Hundred Seventy Five and 00/100 Dollars ($241,875.00), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 3-11 Pursuant to an Agreement, dated as of July 1, 1998, among Steve Jackel ("Jackel"), the Company, Brian King, Keith Lampert, and the Obligor (the "Agreement"), Jackel, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in partial substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995, from Jackel to the Company in the principal amount of $537,500 (the "Old Note"). Amounts not in excess of $241,875 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. 3-12 So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. 3-13 If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. 3-14 This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. ______________________________ Ira Lampert 3-15 SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE PLEDGED SECURITIES 45,000 Shares No Par Value Concord Camera Corp. Common Stock 3-16 SECURED PROMISSORY NOTE $167,968.75 As of November 7, 1995 FOR VALUE RECEIVED, Keith Lampert ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of One Hundred Sixty Seven Thousand Nine Hundred Sixty Eight and 75/100 Dollars ($167,968.75), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. 3-17 Pursuant to an Agreement, dated as of July 1, 1998, among Steve Jackel ("Jackel"), the Company, Ira Lampert, Brian King, and the Obligor (the "Agreement"), Jackel, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor paid the purchase price for the Shares by delivering to the Company this Note in partial substitution for that certain Amended and Restated Secured Promissory Note, dated as of November 7, 1995, from Jackel to the Company in the principal amount of $537,500 (the "Old Note"). Amounts not in excess of $167,968.75 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. 3-18 So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. 3-19 If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. 3-20 This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. ______________________________ Keith Lampert 3-21 SCHEDULE A TO AMENDED AND RESTATED SECURED PROMISSORY NOTE PLEDGED SECURITIES 31,250 Shares No Par Value Concord Camera Corp. Common Stock 3-22 OPTION AGREEMENT, dated as of December 22, 1996, between Brian King (the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement, dated as of July 1, 1998, by and among Steve Jackel ("Jackel"), the Optionee, Ira B. Lampert, and Keith Lampert, the Optionee has purchased from Jackel the right and option to purchase an aggregate of 17,083 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Jackel and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 17,083 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 3-23 2. Purchase Price. The purchase price (the "Purchase Price") of the Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise (a) The Optionee shall be entitled to exercise the Option: (1) as to 20% of total number of Option Shares as of the date hereof, and (ii) as to an additional 1/48 of the total number of remaining Option Shares on December 31, 1996 and on the last day of each subsequent calendar month until November 30, 2000. (b) The Option shall expire and shall not be exercisable after December 21, 2006, unless the Option shall be sooner terminated pursuant to Paragraph 4. (c) Notwithstanding anything to the contrary contained herein, if the average Fair Market Value (as defined below) of one share of Common Stock shall be equal to or greater than $5.00 for 90 consecutive trading days, the Option shall immediately become exercisable as to all the underlying shares of Common Stock. 4. Exercise of Option After Termination of Employment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not therefore exercised or exercisable shall expire forthwith unless otherwise agreed to by Concord. (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until earlier of four years from the date of termination or December 21, 2006. 3-24 (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon Changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 3-25 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates representing shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. (b) For purposes hereof, the fair market value of a share of Common Stock on any date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 8. Withholding. 3-26 Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. (b) Concord shall not be obligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 3-27 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none of the rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Employment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 13. Miscellaneous. This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. 3-28 CONCORD CAMERA CORP. By: ______________________ Ira B. Lampert Chairman & CEO Optionee: _________________________ Brian King 3-29 OPTION AGREEMENT, dated as of December 22, 1996, between Keith Lampert (the "Optionee"), with a business address at c/o Concord Camera Corp., 35 Mileed Way, Avenel, New Jersey 07001-2403, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement, dated as of July 31, 1998 by and among Steve Jackel ("Jackel") the Optionee, Ira B. Lampert, Brian King and Keith Lampert, the Optionee has purchased from Jackel the right and option to purchase an aggregate of 31,250 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Pesin and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 31,250 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 3-30 2. Purchase Price. The purchase price (the "Purchase Price") ofthe Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise (a) The Optionee shall be entitled to exercise the Option: (1) as to 20% of total number of Option Shares as of the date hereof, and (ii) as to an additional 1/48 of the total number of remaining Option Shares on December 31, 1996 and on the last day of each subsequent calendar month until November 30, 2000 (see attached "Exhibit A" vesting schedule). (b) The Option shall expire and shall not be exercisable after December 21,2006. unless the Option shall be sooner terminated pursuant to Paragraph 4. (c) Notwithstanding anything to the contrary contained herein, if the average Fair Market Value (as defined below) of one share of Common Stock shall be equal to or greater than $5.00 for 90 consecutive trading days, the Option shall immediately become exercisable as to all the underlying shares of Common Stock. 4. Exercise of Option After Termination of Emplovment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not therefore exercised or exercisable shall expire forthwith unless otherwise agreed to by Concord. (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until earlier of four years from the date of termination or December 21, 2006. 3-31 (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 3-32 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates reoresenting shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. (b) For purposes hereof, the fair market value of a share of Common Stock on anv date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 3-33 8. Withholding. Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there isthen in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. 3-34 (b) Concord shall not be abligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Qption may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none ofthe rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Emplovment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 13. Miscellaneous. 3-35 This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. CONCORD CAMERA CORP. By: /s/ Ira B. Lampert _____________________ Ira B. Lampert Chairman & CEO Optionee: /s/ Keith Lampert ___________________________ Keith Lampert 3-36 EX-4 5 EXHIBIT-4 AGREEMENT AGREEMENT, dated as of December 7, 1999 by and among George Erfurt having an address at 4982 Garden Drive, Delray Beach, FL 33445 ("Seller"), Concord Camera Corp., a New Jersey corporation having an address at 4000 Hollywood Boulevard, Suite 6500, Hollywood, FL 33021 (the "Company"), and Harlan Press having an address at c/o Concord Camera Corp., 4000 Hollywood Boulevard, Suite 650N, Hollywood, FL 33021 (the "Purchaser"). WHEREAS, Seller is a participant in the Management Stock provisions of the Company, pursuant to which he has purchased 2,000 shares of common stock of the Company (the "Shares") and is the holder of an option to purchase 2,000 shares of common stock of the Company (the "Option") and is the obligor under a promissory note to the Company dated as of November 7, 1995, in an outstanding principal amount equal to $10,750.00 (ten thousand seven hundred fifty dollars) plus accrued interest (the "Note"). WHEREAS, the Purchaser desires to purchase from Seller the Shares and the Option in consideration of the assumption of the Purchaser of all of Seller's obligations under the Note. WHEREAS, the Company is willing to consent to such purchase, sale and assumption and upon the occurrence thereof; is willing to release Seller from any further obligations under the Note. NOW, THEREFORE, the parties hereby take the actions evidenced by this Agreement and agree as follows: 1. Seller hereby represents and warrants to Purchaser that Seller is the record and beneficial owner of the Shares and the Option free and clear of any liens, claims or encumbrances of any type whatsoever, except for the pledge of the Shares to the Company as security for payment of the Note, and that the outstanding principal amount of the Note is as set forth above. 2. Seller hereby sells, transfers and conveys to the Purchaser, and the Purchaser hereby accepts, the Shares and the Option and Purchaser hereby assumes all of Seller's obligations under the Note. 3. The Company hereby consents to the foregoing and releases Seller from any and all obligations of Seller under the Note. Concurrently with the execution and delivery hereof, the Company has returned to Seller the Note stamped canceled. 4. Concurrently with the execution and delivery hereof, Purchaser has delivered to the Company, and the Company has accepted, a new promissory note evidencing the principal amount of the Note plus accrued interest assumed by Purchaser, a pledge agreement granting to the Company a security interest in the Shares purchased by each Purchaser and the certificate in the name of Purchaser representing such Shares. 4-1 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its representatives thereunto duly authorized, and each of Seller and the Purchasers has duly authorized, and each of Seller and the Purchaser has duly executed this Agreement as of the day and year first above written. SELLER CONCORD CAMERA CORP. /s/ George Erfurt By: /s/ Ira B. Lampert - ----------------------------- --------------------- George Erfurt Name: Ira B. Lampert Title: Chairman and CEO PURCHASER /s/ Harlan Press --------------------------- Harlan Press 4-2 AGREEMENT AGREEMENT, dated as of January 6, 2000, by Harlan Press ("Press"). Reference is made to (i) that certain Amended and Restated Voting Agreement, dated February 28, 1997, among Concord Camera Corp., a New Jersey Corporation (the "Company"), and certain other parties signatory thereto (the "Voting Agreement") and (ii) that certain Agreement, dated as of December 7, 1999 by and among George Erfurt ("Erfurt"), the Company and Press (the "Erfurt Agreement"). Press hereby agrees, for the benefit of the parities to the Voting Agreement, (i) that the shares of common stock of the Company he is purchasing pursuant to the Erfurt Agreement and the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Erfurt Agreement shall be deemed to be "Shares" as defined in the Voting Agreement and, as such, shall be subject to the Voting Agreement, and (ii) to be bound by the Voting Agreement with respect to the shares of common stock of the Company issuable upon exercise of the options he is purchasing pursuant to the Erfurt Agreement. IN WITNESS WHEREOF, Press has executed this Agreement as of the date first written above. /s/ Harlan Press --------------------- Harlan Press 4-3 OPTION AGREEMENT, dated as of January 6, 2000, between Harlan Press (the "Optionee"), with a business address at c/o Concord Camera Corp., 4000 Hollywood Boulevard, Suite 650N, Hollywood, FL 33021, and CONCORD CAMERA CORP. ("Concord"), a New Jersey corporation. WHEREAS, the Optionee is presently employed by Concord or a subsidiary (as defined in Concord's Incentive Plan (the "Plan")) thereof (collectively, the "Concord Group of Companies"); and WHEREAS, Concord is desirous of increasing the incentive of the Optionee to exert his utmost efforts to contribute to the future success and prosperity of the Concord Group of Companies; and WHEREAS, with Concord's consent, pursuant to that certain Agreement dated as of date hereof, by and between George Erfurt ("Erfurt"), Concord and the Optionee, the Optionee has purchased from Erfurt the right and option to purchase an aggregate of 2,000 shares of Concord's no par value common stock (the "Common Stock"); and WHEREAS, upon execution of this Option Agreement, that certain Option Agreement, dated as of December 22, 1996, by and between Erfurt and Concord is being canceled and replaced in part by this Option Agreement; NOW, THEREFORE, the parties agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth therein and herein, Concord hereby grants to the Optionee the right and option (the "Option") to purchase an aggregate of 2,000 shares (the "Option Shares") of Concord's no par value common stock (the "Common Stock") which Option is intended to qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 4-4 2. Purchase Price. The purchase price (the "Purchase Price") of the Option Shares shall be $1.8125 per share, subject to adjustment pursuant to Paragraph 6. 3. Time of Exercise. (a) The Optionee shall be entitled to exercise the Option immediately as to all the underlying shares of Common Stock. (b) The Option shall expire and shall not be exercisable after December 21, 2006, unless the Option shall be sooner terminated pursuant to Paragraph 4. 4. Exercise of Option After Termination of Employment or Death. (a) Except as provided in subparagraph 4(b) below, if the employment of the Optionee with a member of the Concord Group of Companies shall be terminated for any reason and immediately after such termination the Optionee shall not then be employed by any other member of the Concord Group of Companies, the Option to the extent not theretofore exercised or exercisable shall expire forthwith unless otherwise agreed to by the Concord. (b) If the Optionee's employment with a member of the Concord Group of Companies shall be terminated for cause by Concord or voluntarily by Optionee without the consent of Concord, the Option, to the extent not exercised, shall immediately terminate and cease to be exercisable. If the Optionee's employment is terminated by death, disability, without cause by Concord or voluntarily by Optionee with the consent of Concord, then any unvested portion of the Option shall be forfeited and the Option may be exercised as to the vested portion at any time or from time to time until the earlier of four years from the date of termination or December 21, 2006. 4-5 (c) The Option may not be exercised pursuant to this Paragraph 4 except to the extent that the Optionee was entitled to exercise the Option at the time of the termination of his employment, or at the time of his death, and in any event may not be exercised after December 21, 2006. 5. Leave of Absence. In the event the Optionee is on military or sick leave or other bona fide leave of absence (such as temporary employment by the United States or any state government), the Optionee shall be considered as remaining in the employ of his employer for 90 days or such longer period as shall be determined by the Board of Directors of his employer. 6. Adjustment upon Changes in Capitalization. (a) In the event that the outstanding shares of Common Stock are hereafter changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination or exchange of shares and the like, or dividends payable in shares of Common Stock, an appropriate adjustment shall be made by the Board of Directors of Concord in the aggregate number of Option Shares and Purchase Price. If Concord shall be reorganized, consolidated, or merged with another corporation, or if all or substantially all of the assets of Concord shall be sold or exchanged, the Optionee shall thereupon, be entitled to receive upon the exercise of the Option the same number and kind of shares of stock or the same amount of property, cash or securities as he would have been entitled to receive upon the occurrence of any such corporate event as if he had been, immediately prior to such event, the holder of the number of Option Shares covered by the Option; provided, however, that if any of such events occur, the Board of Directors of Concord shall have the discretionary power to prevent the Option from being disqualified as an incentive stock option. 4-6 (b) Any adjustment under this Paragraph 6 in the number of shares of Common Stock subject to the Option shall apply proportionately to only the unexercised and unexercisable portion of the Option. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next lower whole number of shares. 7. Method of Exercising Option. (a) The Option shall be exercised by the delivery by Optionee to Concord at its principal office (or at such other address as may be established by Concord's Board of Directors) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U. S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of Concord or by money transfers or direct account debits; (ii) by delivery of certificates representing shares of Common Stock having a fair market value (as defined below) equal to the such Purchase Price; (iii) pursuant to a broker- assisted "cashless exercise" program if established by Concord; and (iv) by any combination of the methods of payment described in (i) through (iii) above. (b) For purposes hereof, the fair market value of a share of Common Stock on any date means the closing price for the Common Stock on such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of Concord (whose determination shall be conclusive), based on the best information available to it. 4-7 8. Withholding. Concord's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the payment by the Optionee of any applicable federal, state and local withholding tax. Concord shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Optionee any federal, state or local taxes required to be withheld with respect to such payment. Subject to the right of Concord's Board of Directors or any committee thereof to disapprove any such election and require the withholding tax in cash, the Optionee shall have the right to elect to pay the withholding tax with shares of Common Stock to be received upon exercise of the Option or which are otherwise owned by the Optionee. Any election to pay withholding taxes with stock shall be irrevocable once made. 9. Representations. (a) Unless prior to the exercise of the Option the shares of Common Stock issuable upon such exercise are the subject of a registration statement filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act, the notice of exercise with respect to the Option shall be accompanied by a representation or agreement of the Optionee to Concord to the effect that such shares are being acquired for investment only and not with a view to the resale or distribution thereof, or such other documentation as may be required by Concord, unless, in the opinion of counsel to Concord, such representation, agreement or documentation is not necessary to comply with the Securities Act. If appropriate, certificate(s) for the Option Shares issued upon the exercise of the Option shall bear a legend reciting that such Option Shares may only be transferred if there is then in effect a prospectus filed as part of such registration statement meeting the requirements of Section 10(a)(3) of the Securities Act unless, in the opinion of counsel to Concord, such registration is not required. Concord may also issue "stop transfer" instructions with respect to Option Shares acquired by the exercise of the Option. 4-8 (b) Concord shall not be obligated to issue or sell any shares of Common Stock until they have been listed on each securities exchange on which the shares of Common Stock may then be listed and until and unless, in the opinion of counsel to Concord, Concord may issue such shares pursuant to a qualification or an effective registration statement, or an exemption from registration, under such state and federal laws, rules or regulations as such counsel may deem applicable. Concord shall use reasonable efforts to effect such listing, qualification and registration, as the case may be. 10. Option Cannot be Transferred. Unless otherwise agreed to by Concord, the Option is not transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised during Optionee's lifetime only by the Optionee. Any attempt to transfer the Option in contravention of this Paragraph 10 is void ab initio. The Option shall not be subject to execution, attachment or other process. 11. No Rights in Option Shares. The Optionee shall have none of the rights as a shareholder with respect to any Option Shares until such Option Shares shall be issued to him upon exercise of the Option. 12. Not a Contract of Employment. Nothing contained herein shall confer upon the Optionee any right to remain in the employ of any member of the Concord Group of Companies. 4-9 13. Miscellaneous. This Option Agreement cannot be changed or terminated orally. This Option Agreement contains the entire agreement between the parties relating to the subject matter hereof. This Option Agreement has been executed in the State of New Jersey and shall be governed by and construed in accordance with the laws of New Jersey. The paragraph headings herein are intended for convenience of reference only and shall not affect the interpretation hereof. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. CONCORD CAMERA CORP. By: /s/ Ira B. Lampert ---------------------------- Name: Ira B. Lampert Title: Chairman and CEO /s/ Harlan Press ---------------------------- Harlan Press 4-10 SECURED PROMISSORY NOTE $10,750.00 As of November 7, 1995 FOR VALUE RECEIVED, Harlan Press ("Obligor") hereby promises to pay to the order of CONCORD CAMERA CORP., a New Jersey corporation (the "Company"), in lawful money of the United States in immediately available funds, at 35 Mileed Way, Avenel, New Jersey, 07001, or at such other place as the Company or any holder hereof may from time to time designate, the principal sum of Ten Thousand Seven Hundred Fifty and 00/100 Dollars ($10,750.00), on November 6, 2000 (or earlier as hereinafter provided), and to pay interest at such office or place from the date hereof on the unpaid principal balance hereof (calculated on the basis of a 365-day year and actual days elapsed) at the rate of six percent (6%) per annum, payable annually in arrears on each anniversary of the date hereof, until such unpaid principal balance shall be due and payable (whether at maturity, by acceleration or otherwise), and thereafter, on demand. In no event shall the rate of interest hereunder exceed the maximum interest rate permitted by applicable law. Interest on this Note shall be payable in cash, except that so long as Obligor remains an employee of the Company or any subsidiary thereof or performs consulting activities for any thereof, Obligor may (i) apply the shares of the Company's Common Stock pledged to the Company as provided below in payment of interest, by delivering to the Company a letter in form and substance reasonably satisfactory to the Company instructing it to apply the requisite number of such shares to the payment of such interest (whereupon the number of shares required for such payment shall be canceled), it being understood that for this purpose such shares shall be valued at the Fair Market Value (as defined below) thereof on the date on which such letter is so delivered to the Company, or (ii) deliver, as payment of interest, a secured promissory note dated the date of payment of interest in the principal amount of such interest payment and having substantially the same terms as this Note. Interest on this Note may also be payable in any combination of cash, shares of the Company's Common Stock or a secured promissory note, all on the terms described in the preceding sentence. For the purposes hereof, the "Fair Market Value" per share of Common Stock of the Company ("Common Stock") on any date means the average of the closing prices for the Common Stock for the five consecutive trading days immediately preceding such date. The closing price for the Common Stock on any date shall be the closing price thereof officially reported on that date (or if there were no sales on that date, on the next preceding date on which such closing price was recorded) by the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any such national securities exchange, the closing price as furnished by the National Association of Securities Dealers through NASDAQ or a similar organization if NASDAQ is no longer reporting such information, or, if the Common Stock is not reported on NASDAQ, as determined in good faith by resolution of the Board of Directors of the Company (whose determination shall be conclusive), based on the best information available to it. Pursuant to an Agreement, dated as of December 7, 1999 among George Erfurt ("Erfurt"), the Company, and the Obligor (the "Agreement"), Erfurt, with the Company's consent, sold to Obligor the shares of Common Stock listed on Schedule A hereto (the "Shares"). Obligor 4-11 paid the purchase price for the Shares by delivering to the Company this Note in substitution for that certain Secured Promissory Note, dated as of November 7, 1995, from Erfurt to the Company in the principal amount of $10,750 (the "Old Note"). Amounts not in excess of $10,750 in principal, and accrued but unpaid interest on such principal amount, outstanding under the Old Note on the date hereof shall be evidenced by and repayable in accordance with this Note. To secure the complete and timely performance by Obligor of Obligor's obligations under this Note, Obligor hereby pledges to the Company, and grants to the Company a security interest in, the Shares. To perfect such pledge, the Company will maintain possession of the Shares, as evidenced by a properly issued and countersigned stock certificate therefor and accompanied by a duly executed stock power therefor endorsed in blank, and the Company hereby acknowledges possession of the Shares and stock powers. The term "Pledged Securities," as used herein, means the shares, certificate and stock power so delivered, plus any additional money, property or securities delivered to or otherwise held by the Company as additional security pursuant to the provisions of this Note. Obligor does hereby create a further such security interest in all dividends and distributions that may hereafter be declared or paid upon the Pledged Securities as well as any securities issued in subdivision or combination thereof, or in substitution therefor, to be received by the Company and held as additional security for Obligor's obligations under this Note. Obligor shall forthwith deliver to the Company any and all of such dividends, distributions and securities that may be at any time received by Obligor (and the Company is authorized to retain the same), to be held by the Company as though the same were Pledged Securities, in accordance with the terms of this Note. Any cash received and retained by the Company as additional security hereunder pursuant to the foregoing provisions may at any time and from time to time be applied (in whole or in part) by the Company, at the Company's option, to the payment of interest on and/or principal of this Note (as the Company shall in its sold discretion determined). Obligor represents and warrants to the Company that Obligor has, and will have while the Pledged Securities are on deposit with the Company hereunder, good title to all of the Pledged Securities, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (except as provided herein); provided, however, that, (i) in the event of any sale of Pledged Securities pursuant to the express terms and conditions of Section 1(b) of the Agreement as amended on the date hereof, Company shall release such Pledged Securities from the security interest granted hereby and the same shall cease to be Pledged Securities for all purposes hereunder, and (ii) in the event of any voluntary prepayment by Obligor of all or any portion of the principal of this Note, Company shall release that number of the Pledged Securities (rounded to the nearest whole share) as shall equal the principal amount so prepaid divided by $5.375. So long as the Pledged Securities are on deposit with the Company hereunder, Obligor shall be entitled to exercise, as Obligor shall think fit, but in a manner not inconsistent with the terms of this Note, the voting power with respect to the Pledged Securities, subject to the terms of the Voting Agreement (as defined in the Agreement as amended on the date hereof). Obligor hereby appoints the Company as Obligor's attorney-in-fact for the purpose of carrying out the provisions of the Agreement as amended on the date hereof and taking any action and executing any instrument which either may deem necessary or advisable to accomplish the purposes hereof or thereof. Without limiting the generality of the foregoing, the Company shall have the right and power to receive, endorse and collect all checks and other orders for the payment of money made payable to Obligor representing any interest or dividend or other distribution payable in respect of the Pledged Securities or any part thereof and to give full discharge for the same. 4-12 Notwithstanding anything to the contrary contained herein, if Obligor ceases to be an employee of the Company or any subsidiary thereof or ceases to be engaged in consulting activities for any thereof, all amounts owing under this Note shall thereupon become and be immediately due and payable unless the Company notifies the Purchaser otherwise. If (i) Obligor shall fail to make any payment hereunder on or prior to the date on which such payment is due (including pursuant to the immediately preceding paragraph), (ii) Obligor shall die, (iii) Obligor shall (A) be generally not paying his debts as they become due, (B) file, consent by answer or otherwise to the filing against it of, default with respect to, or not timely controvert, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, (C) make an assignment for the benefit of Obligor's creditors, (D) be adjudicated insolvent; or (E) take action for the purpose of any of the foregoing, or (iv) a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Obligor or with respect to any substantial part of Obligor's property, or an order for relief shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Obligor, or any petition for any such relief shall be filed against Obligor and such petition shall not be dismissed within 60 days -- then and in any such event (each such event referred to in this paragraph being referred to herein as an "Event of Default"), in addition to all rights and remedies of the Company under applicable law and otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Company may, at its option, declare all amounts owing under this Note to be due and payable, whereupon the maturity of this Note shall be accelerated and all amounts owing hereunder shall forthwith become and be immediately due and payable. If an Event of Default shall occur and be continuing (without waiver), then, and in any such event, the Company shall be entitled to exercise any and all rights and remedies with respect to the Pledged Securities or any part thereof as are provided by the Uniform Commercial Code of the State of New Jersey, as now or hereafter in effect, or other applicable law. In furtherance of and without limiting the foregoing, in such event the Company shall be entitled, at its option and upon five days' prior notice to Obligor, to apply all or any part of the Pledged Securities in satisfaction of amounts due under this Note, by canceling the Pledged Securities applied to the payment thereof (and for the purposes hereof the Pledged Securities shall be valued at the Fair Market Value thereof on the date of payment). Obligor recognizes that the Company would be unable to effect a public sale of all or a part of the Pledged Securities absent compliance with the Securities Act of 1933, as amended, as now or hereafter in effect, and/or applicable Blue Sky or other state securities laws, as now or hereafter in effect, and that compliance with the foregoing would subject the Company to considerable expense. Accordingly, Obligor agrees that the Company shall be deemed to have acted in a commercially reasonable manner by canceling Pledged Securities (in lieu of any sale thereof) as aforesaid in satisfaction of amounts due under this Note. 4-13 Obligor and all endorsers, guarantors and sureties hereof hereby severally waive diligence, demand, presentment, protest and notice of any kind, and assent to extensions of the time of payment, release, surrender or substitution of security, or forbearance or other indulgence, without notice. Obligor may, at his or her option, at any time and from time to time, prepay all or any part of the principal of this Note, without penalty or premium (each such prepayment to be applied first to accrued interest and then to principal). This Note may not be changed, modified or terminated except by an agreement in writing signed by the Company and Obligor. Obligor agrees to pay all costs and expenses including reasonable attorneys' fees, incurred by any holder of this Note in investigating and enforcing any of such holder's rights and remedies following an Event of Default hereunder, whether or not suit is instituted. In the event of any litigation with respect to any of this Note or the Collateral, Obligor waives the right to a trial by jury. Obligor hereby irrevocably consents to the jurisdiction of the courts of the State of New Jersey and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Note or the Collateral. Process in any such action or proceeding may be served on Obligor anywhere in the world, whether within or without the State of New Jersey, by first class certified or registered mail, postage prepaid, return receipt requested, or by any other method allowed by law. This Note shall be governed by New Jersey law without regard to the conflicts of law principles thereof. /s/ Harlan Press ------------------------------ Harlan Press 4-14 SCHEDULE A TO SECURED PROMISSORY NOTE PLEDGED SECURITIES 2,000 Shares No Par Value Concord Camera Corp. Common Stock 4-15 -----END PRIVACY-ENHANCED MESSAGE-----