AGREEMENT
AGREEMENT, dated as of December 7, 1999 by and among Xxxxxx Xxxxxx
having an address at 0000 Xxxxxx Xxxxx, Xxxxxx Xxxxx, XX 00000 ("Seller"),
Concord Camera Corp., a New Jersey corporation having an address at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000 (the "Company"), and Xxxxxx
Press having an address at c/o Concord Camera Corp., 0000 Xxxxxxxxx Xxxxxxxxx,
Xxxxx 000X, Xxxxxxxxx, XX 00000 (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.
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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/ Xxxxxx Xxxxxx By: /s/ Xxx X. Xxxxxxx
----------------------------- ---------------------
Xxxxxx Xxxxxx Name: Xxx X. Xxxxxxx
Title: Chairman and CEO
PURCHASER
/s/ Xxxxxx Press
---------------------------
Xxxxxx Press
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AGREEMENT
AGREEMENT, dated as of January 6, 2000, by Xxxxxx 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 Xxxxxx Xxxxxx ("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/ Xxxxxx Press
---------------------
Xxxxxx Press
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OPTION AGREEMENT, dated as of January 6, 2000, between Xxxxxx
Press (the "Optionee"), with a business address at c/o Concord Camera Corp.,
0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000X, Xxxxxxxxx, XX 00000, 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 Xxxxxx Xxxxxx ("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").
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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.
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(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.
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(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.
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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.
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(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/ Xxx X. Xxxxxxx
----------------------------
Name: Xxx X. Xxxxxxx
Title: Chairman and CEO
/s/ Xxxxxx Press
----------------------------
Xxxxxx Press
4-10
SECURED PROMISSORY NOTE
$10,750.00 As of November 7, 1995
FOR VALUE RECEIVED, Xxxxxx 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 00 Xxxxxx
Xxx, Xxxxxx, Xxx Xxxxxx, 00000, 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 Xxxxxx Xxxxxx
("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.
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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/ Xxxxxx Press
------------------------------
Xxxxxx Press
4-14
SCHEDULE A TO SECURED PROMISSORY NOTE
PLEDGED SECURITIES
2,000 Shares No Par Value Concord Camera Corp. Common Stock
4-15
