CONCORD CAMERA CORP
TENANCY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>11
<FILENAME>b322685_ex10-8.txt
<DESCRIPTION>TENANCY AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.8

THIS TENANCY AGREEMENT is made the 18th day of September Two Thousand and Two

BETWEEN

(1)      SOUTHNICE INVESTMENTS LIMITED [Chinese Characters] whose registered
         office is situate at TAL Building, 6th Floor, 49 Austin Road, Kowloon,
         Hong Kong (hereinafter called "the Landlord" which expression shall
         where the context so admits include its successors in title and
         assigns) of the one part; and

(2)      CONCORD CAMERA HK LIMITED whose registered office is situate at 14/F,
         Concord Technology Centre, 98 Texaco Road, Tsuen Wan, New Territories,
         Hong Kong (hereinafter called "the Tenant" which expression shall where
         the context so admits include its successors and permitted assigns) of
         the other part.

WHEREBY IT IS AGREED as follows:-

1.       The Landlord shall let and the Tenant shall take ALL THAT WORKSHOP
         (hereinafter called "the said premises") as set out in Part I of the
         Schedule hereto forming part of CONCORD TECHNOLOGY CENTRE (hereinafter
         called "the said Building") erected on ALL THOSE pieces or parcels of
         ground registered in the District Land Office Tsuen Wan as SECTION A of
         TSUEN WAN TOWN LOT NO.92, SECTION B of TSUEN WAN TOWN LOT NO 19 and
         SECTION C of TSUEN WAN TOWN LOT NO. 19


                                       1
<PAGE>


(hereinafter collectively called "the said Land") and known as No. 98 Texaco
Road, Tsuen Wan, New Territories and more particularly shown for identification
purpose only and coloured pink on the plan annexed hereto TOGETHER with all
Landlord's fixtures and fittings thereto and therein (if any) AND TOGETHER with
the right for the Tenant its servants customers and licensees (in common with
the Landlord and all other occupiers of the said Building and their respective
servants and licensees and all others having the like right) to use the
entrance, exits, staircases, landings, lavatories, passages, the roofs and
exterior walls of the Building and the lifts so far as the same are necessary
for the enjoyment of the said premises and also to pass and repass up, down,
over and along the staircases, landings, passages, entrances and means of access
in the said Building at all times by day and night on foot for the purpose of
access to and egress from the said premises and from and to the entrance to the
said Building AND TOGETHER with the right for the Tenant its servants and
licensees (in common with the Landlord and all other occupiers of the said
Building and their respective servants and licensees) to use the cargo and/or
passenger lifts during such hours as the same shall be working for the term set
forth in Part II of the Schedule annexed hereto (hereinafter referred to as "the
said term") YIELDING AND PAYING therefor throughout the said term such rent and
other charges as are from time to time payable or ascertainable in accordance
with the provisions set out in the Schedule in this agreement which sums shall
be payable exclusive of rates and in advance on the first day of each and every
calendar month without any deduction.


                                       2
<PAGE>



2.    Tenant hereby agrees with the Landlord as follows:-

      (a)   To pay on the days in the manner hereinbefore provided the Rent as
            is payable in accordance with the provisions of Part III of the
            Schedule annexed hereto.

      (b)   To pay all charges for electricity and water supply consumed in the
            said premises including charges for the operation of
            air-conditioning unit(s) or fan-coil units installed on the said
            premises by the Tenant with the Landlord's consent (which consent
            shall not be unreasonably withheld or delayed.)

      (c)   To permit the Landlord and its agents with or without workmen and
            others at all reasonable times on prior appointment to enter upon
            the said premises and to view the conditions thereof and thereupon
            the Landlord may serve upon the Tenant a notice in writing
            specifying the repairs necessary to be done and for which the Tenant
            is liable hereunder (fair wear and tear, structural inherent and
            latent defects excepted) and require the Tenant forthwith to execute
            the same and if the Tenant shall not within fourteen days after the
            service of such notice proceed diligently with the execution of such
            repairs (fair wear and tear, structural inherent and latent defects
            excepted) then to permit the Landlord and its agents with or without
            workmen to enter upon the said premises and execute such repairs and
            the reasonable cost thereof shall be a debt due from the Tenant to
            the Landlord and be forthwith recoverable by action.

      (d)   To permit the Landlord and its agents with or without workmen and
            others in case of fire to enter upon the said premises for the
            purpose of extinguishing such fire and for salvaging property.


                                       3
<PAGE>


      (e)   To make good at the expenses of the Tenant any portion of the said
            Building which may be damaged through the escape of water or fire
            origination from or explosion in the said premises owing to any act
            or default of the Tenant or of any of its servants.

      (f)   Not to store in the said premises or any part thereof any goods of a
            type or description other than those permitted to be stored therein
            by the Fire Services Department Urban Council or other competent
            authority and to indemnify the Landlord against all actions costs,
            claims and demands in respect of any future breach or non-observance
            thereof.

      (g)   To use the said premises as a factory and/or warehouse together with
            ancillary offices.

      (h)   Not to do or permit to be done in or upon the said premises or any
            part or parts thereof anything which may be or become a nuisance,
            annoyance, damage or disturbance to the Landlord and/or any of the
            tenants or occupiers of the other floors or portions of the said
            building or of other property in the neighborhood or in anyway
            against the laws or regulations in Hong Kong.

      (i)   Not to load the floor of the said premises or any part thereof
            beyond 150 lbs. per square foot.

      (j)   To observe and perform all local Ordinances, Orders in Council and
            Regulations in relation to the Tenant's use of the said premises and
            of any part thereof and to observe perform and comply with all
            directions given by the Fire Services Department, Urban Council or
            other competent authority in connection with the said premises or
            any part thereof and the storage of goods therein and to do nothing
            in contravention of the terms of the Government Leases under which
            the Landlord holds the said land and to indemnify the Landlord
            against all actions cost, claims and demands in respect of any
            breach or non-observance of any of the Government Leases.


                                       4
<PAGE>


      (k)   Not without the prior written consent of the Landlord, such consent
            shall not be unreasonable withheld or delayed, to assign, underlet,
            share or part with the possession of the said premises or any part
            thereof. This Agreement is personal to the Tenant and accordingly
            any use, occupation or possession of the said premises or any part
            thereof by any person not a party to this Agreement, unless with the
            prior written consent of Landlord, shall be deemed to be a breach of
            this clause.

      (l)   To maintain at the expense of the Tenant the sprinkler system in the
            said premises in good and workable condition during the term hereby
            granted (fair wear and tear, structural inherent and latent defects
            excepted).

      (m)   To keep at the expense of the Tenant the lavatories drains water and
            fire service in the said premises in a good clean condition at all
            times during the said term to the reasonable satisfaction of the
            Landlord (fair wear and tear, structural inherent and latent defects
            excepted) and in accordance with the regulations of the Public
            Health or other Government Authorities concerned and in particular
            not to pour or drain any acidic or corrosive substance or fluid into
            the drains in the said premises and to indemnify the Landlord
            against any such damages done to the said premises.


                                       5
<PAGE>


      (n)   Not to affix any advertisements, signboards, notices, decoration,
            illuminated signs, posters or flags on any part of the said premises
            or on any part of the said Building except such as may have been
            previously approved in writing by the Landlord which the Landlord
            shall have absolute discretion in the grant or refusal thereof. The
            Landlord shall have the right to remove, at the cost and expense of
            the Tenant, any such signboard, sign, decoration, illuminated signs,
            flags posters or object which shall be affixed or displayed without
            the prior written approval of the Landlord. Provided that the Tenant
            shall be entitled to have its name displayed at the entrance to the
            said premises and on the directory board at the lift lobby and the
            roof of the building.

      (o)   Not to carry on or permit or suffer to be carried on upon the said
            premises or upon any part thereof any trade business or occupation
            of a noxious or offensive character.

      (p)   Not to obstruct any of the entrances, stairways, lifts, landings,
            halls or passages or common parts of and in the said Building with
            merchandise or goods.

      (q)   Not to install air-conditioning units in the external walls and
            windows of the said premises without having first obtained the
            written consent of the Landlord thereto which consent shall not be
            unreasonably withheld or delayed.

      (r)   Save in the events for which provision is made by Clause 5(d)
            hereof, to keep all the interior non-structural parts of the said
            premises including all doors windows and the Landlord's fixtures and
            fittings (fair wear and tear, structural, inherent and latent
            defects excepted) in good clean tenantable repair and condition save
            and except those that are concealed behind the walls and to so
            maintain the same at the expense of the Tenant and deliver up the
            same to the Landlord at the expiration or sooner determination of
            the said term of tenancy in the like condition (fair wear and tear,
            structural, inherent and latent defects excepted).


                                       6
<PAGE>


      (s)   Not to make or permit any alteration in the said premises nor pull
            down alter or remove any portion of the partitions or fittings
            thereof nor make any alterations in the architectural features or
            facings or to the electrical installation thereof nor to install any
            plant apparatus or machinery which are attached or affixed to the
            floor of the said premises without the previous consent in writing
            of the Landlord (such consent shall not be unreasonably withheld or
            delayed) and to keep every part thereof (including the windows) with
            the Landlord's fixtures and additions thereto in good repair (fair
            wear and tear, structural inherent and latent defects excepted) and
            in such repair to yield up the same at the expiration or sooner
            determination of the term hereby created.

      (t)   To replace all broken or damaged windows, whether the same be broken
            or damaged by the negligence of the Tenant or otherwise.

      (u)   To install repair or replace at the Tenant's own cost and expense,
            if so required by the Landlord or the appropriate electricity supply
            company under the terms of the Electricity Supply Ordinance 1911 or
            any orders in Council or Regulations made thereunder, a separate
            electricity meter at the said premises that are installed by the
            Tenant and also all the electrical installations and wiring from the
            Tenant's meter or meters to and within the said premises and to pay
            acid discharge all charges for the electricity consumed in the said
            premises including charges for the operation of air conditioning
            units(s) or fan-coil units installed therein, if any, and operated
            from the Tenant's own metered electricity supply.


                                       7
<PAGE>



      (v)   To take all reasonable precautions to protect the interior of the
            said premises against damage by fire, storm or typhoon or the like
            threats.

      (w)   To forthwith repair and amend any defect in the interior of the said
            premises of which notice shall be given to the Tenant and the repair
            of which is the Tenant's responsibility as provided hereunder (fair
            wear and tear, structural inherent and latent defects excepted).

      (x)   To pay on demand to the Landlord the cost to be incurred by the
            Landlord in cleaning and clearing any of the drains choked or
            stopped up owing to damage caused by the Tenant or the employees of
            the Tenant. Damage from normal wear and tear shall not be considered
            damage caused by the Tenant.

      (y)   To observe the regulations affecting the use of the lift(s) of the
            said Building as indicated therein or provided in writing by the
            Landlord or its agents from time to time.

      (z)   Not to do or permit or suffer to be done upon the said premises
            anything which in the reasonable opinion of the Landlord may be a
            nuisance or annoyance to or in any way interfere with the quiet
            enjoyment and comfort of the other occupiers of the said Building.

      (aa)  To be responsible for all loss, damage claims and demands whatsoever
            sustained by or made against the Landlord or any other person or
            persons resulting directly or indirectly from the storage of
            combustible, flammable or other goods not permitted by the Fire
            Services Department or other competent authority to be stored in the
            said premises by the Tenant and, in particular by without limiting
            the generality of the foregoing, resulting from explosions, fire,
            deterioration and leakage due to the default or negligence of the
            Tenant to fully indemnify the Landlord against all loss damage
            claims and demands in respect of the matters aforesaid.


                                       8
<PAGE>


      (bb)  To comply with all reasonable regulations made by the Landlord or
            its agents in the use of the loading and unloading space(s) and
            platform(s) in the said Building and to use its utmost care in the
            loading and unloading of goods in the said premises and/or in any
            part of the said Building. In the event of any loss or damage being
            caused to any part of the said Building or to any of the property of
            the other tenants or occupiers of the said Building in the loading
            and unloading of goods or articles by the Tenant its servants agents
            or licensees, except such loss or damage which are caused by or
            attributable to structural inherent or latent defect in the loading
            and unloading space(s) and platform(s), the Tenant shall be wholly
            responsible therefor and shall fully indemnify the Landlord against
            all such loss and damages and also all claims and demands made
            against the Landlord in respect thereof.

      (cc)  Not to use the said premises as sleeping quarters or as domestic
            premises or to allow any person to remain in the said premises
            over-night PROVIDED that if the Tenant wishes to have a watchman to
            remain at the said premises in order to look after the contents
            thereof during the night the written consent of the Landlord shall
            first he obtained and such consent not to be unreasonably withheld
            or delayed.


                                       9
<PAGE>


      (dd)  Not to use the said premises or any part or parts thereof as a
            laboratory without first having submitted the detail and
            specifications of such laboratory to the Landlord for its approval
            and the same having been approved in writing by the Landlord (such
            approval should not be unreasonably withheld).

      (ee)  Not to carry on or commit or permit to be carried on or committed on
            the said premises any illegal/offensive trade or occupation.

      (ft)  In installing any machinery equipment or fittings in the said
            premises not to dig any hole or holes in the cement or concrete
            floor slab thereof save and except with the prior written approval
            of the Landlord (such approval not to be unreasonably withheld or
            delayed) and not to do any other damage to the said cement or
            concrete floor slab.

      (gg)  Before installing any machinery in the said premises to submit for
            the approval of an architect appointed by the Landlord full
            particulars and information regarding such machinery particularly as
            to the type and weight thereof intended to be installed in the said
            premises together with a general layout plan of the said premises
            showing the actual position at which each of such machinery is
            intended to be installed and only to install such machinery in
            accordance with the layout plan so approved by the Landlord's
            architect in writing (such approval not to be unreasonably withheld
            or delayed by the Landlord) and except with the written approval of
            the Landlord's architect (such approval not to be unreasonably
            withheld or delayed by the Landlord) not to alter the position of
            any of the machinery installed or replace any of such installed
            machinery with another unless the new machinery is in all respects
            identical to the one to be substituted.


                                       10
<PAGE>


      (hh)  To mount and equip all machinery in the said premises particularly
            machinery with horizontal reciprocating action and every part
            thereof with anti-vibration absorbers and anti-dumping absorbers of
            such types and designs as shall be approved in writing by the
            Landlord's architect (such approval not to be unreasonably withheld
            or delayed by the Landlord) and to comply with all reasonable
            directors or order of the Landlord for eliminating the reducing
            vibrations and dumping produced by the operation and running of any
            of the machinery installed at the said premises.

      (ii)  In operating and running the machinery installed in the said
            premises to do all acts and things required by and conform with all
            the provisions, by-laws, regulations applicable thereto and also all
            orders and directions given by the Building Authority, Fire Services
            Department, Labour Department, Urban Council and Government
            department or authority having authority in that behalf.

      (jj)  To obtain all requisite license, permits and to carry out and comply
            with all ordinances regulations by-laws and rules and all notices
            and requirements of the appropriate Government authorities in
            connection with or in relation to the Tenant's business carried on
            in the said premises.

      (kk)  To keep at all times during the said terms of tenancy such
            lavatories and water closets and the apparatus and equipment in
            connection therewith save and except those that are concealed behind
            the walls as will be allowed by the Landlord to be used exclusively
            by the Tenant and/or his employees in a good clean and tenantable
            state and in proper condition (fair wear and tear structural
            inherent and latent defects excepted).


                                       11
<PAGE>


      (ll)  At the expiration or sooner determination of the said term
            peacefully to yield up the said premises to the Landlord and in a
            good repair and condition together with all Landlord's fixtures and
            fittings belonging to the said premises (fair wear and tear,
            structural, inherent and latent defects excepted) and to deliver up
            the key to the said premises to the Landlord.

3.    The Landlord hereby agrees with the Tenant as follows:-

      (a)   To pay the government rent and rates, property tax and expenses of a
            capital nature payable in respect of the said premises.

      (b)   That the Tenant paying the rent hereby reserved and performing and
            observing the terms and conditions on its part herein contained
            shall peaceably hold and enjoy the said premises during the said
            term without any interruption by the Landlord or any person lawfully
            claiming through under or in trust for the Landlord or any of them.

      (c)   To maintain and keep the lifts, roofs, main electricity supply,
            cables, exterior drains, exterior main water pipes, main structure
            walls, and exterior walls of the said Building in a proper state of
            repair and condition Provided that the Landlord shall not be liable
            for breach of this clause unless and until written notice of any
            defect or want of repair has been given to the Landlord by the
            Tenant and the Landlord has failed to proceed diligently to repair
            or remedy the same.


                                       12
<PAGE>


      (d)   Save in the event for which provision is made by Clause 2(x) hereof,
            to maintain and repair the lavatories, drains, water and fire
            service in the said premises promptly upon written notice of any
            defect or want of repair from the Tenant, and restore such
            lavatories, drains, water and fire service to a tenantable state at
            all times during the said term.

      (e)   To keep the air-conditioning units in a clean condition, and to
            maintain and repair the air-conditioning units which service the
            said premises promptly upon written notice of any defect or want of
            repair from the Tenant, and restore such air-conditioning units to a
            tenantable state at all times during the said term.

      4.    To secure the due payment of the said rent and the performance and
            observance of the Tenant's terms and conditions herein contained,
            the Tenant shall on or before the signing of this Agreement pay to
            the Landlord the Rental Deposit as set forth in Part VI of the
            Schedule annexed hereto (hereinafter referred to as "the said
            Deposits"). Subject to the prior deduction in accordance with Clause
            5(a) hereof and provided that the said rent hereby reserved shall
            have been duly paid and that the Tenant's terms and conditions
            herein contained shall have been duly performed and observed by the
            Tenant, the said Deposits shall be returned to the Tenant without
            any interest within the period of fourteen days after the expiry of
            the term hereby granted and the Tenant shall have duly delivered to
            the Landlord vacant possession of the said premises in compliance
            with Clause 2(ll) hereof. In the event that the 13th Floor is
            surrendered pursuant to Clause 8 below, a portion of the said
            Deposits shall be returned to the Tenant without any interest
            provided that the Landlord shall continue to maintain a two-month
            deposit adjusted to include such rent, management fee,
            air-conditioning charge and Government rates applicable after the
            return of the l3th Floor.


                                       13
<PAGE>


5.    PROVIDED ALWAYS and it is hereby agreed as follows:-

      (a)   In the occurrence of any one or more of the following circumstances,
            it shall be lawfill for the Landlord at any time thereafter to
            re-enter the said premises or any part thereof and to absolutely
            determine the lease granted herein by serving a written notice on
            the Tenant to the effect that the Landlord thereby exercises the
            power of re-entry and/or determination: (i) any part of the rent due
            and payable is in arrear for fourteen (14) days or more, whether the
            same shall have been legally demanded or not; (ii) whenever there
            shall be a breach of any of the Tenant's obligations herein
            contained; (iii) the Tenant shall be insolvent or go into
            liquidation whether compulsorily or voluntarily (other than for the
            purpose of amalgamation or reconstruction) or shall enter into any
            arrangement/composition with its creditors or suffer any distress or
            execution to be levied on its chattels, goods or things. Landlord
            shall exercise its right of re-entry without prejudice to the right
            of action of the Landlord in respect of any breach of the Tenant's
            terms and conditions, the Landlord's right to deduct from the said
            Deposits paid by the Tenant under Clause 4 hereof, and the
            Landlord's right to claim any further damages including legal costs
            on the enforcement of its rights hereunder which the Landlord shall
            have sustained or may sustain.


                                       14
<PAGE>


      (b)   While the Landlord may keep the said Building insured against damage
            by fire such insurance will not cover the contents of the said
            premises and if the Tenant shall be desirous of insuring such
            contents it shall take out its own insurance at its own expenses.

      (c)   Except in such case where the Landlord is responsible, the Landlord
            shall not be under any liability whatsoever to the Tenant or to any
            other person whomsoever in respect of any damage sustained by the
            Tenant or such other person caused by or through or owing to the
            overflow of water or due to the defective or damaged condition of
            the said premises for which the Tenant is responsible. The Tenant
            shall fully indemnify the Landlord against all claims, damages,
            actions, costs and legal proceedings whatsoever made upon the
            Landlord in respect of any damage to any person whomsoever or to any
            property caused by such overflow of water or defective or damaged
            condition of the interior of the said premises as aforesaid.

      (d)   If the said premises or the said Building or any part thereof shall
            at any time during the said term be inaccessible or so destroyed or
            damaged owing to fire, water, storm, wind, typhoon, defective
            construction, white ants, earthquake, subsidence of the ground or
            any calamity beyond the control of the Landlord and not attributable
            to the negligence or default of the Tenant, his servants agents or
            licensees as to render the said premises unfit for habitation and
            use or if at any time during the said term the said premises or the
            said Building shall be condemned as a dangerous structure or a
            demolition order or closing order shall become operative in respect
            of the said premises or the said Building (all of


                                       15
<PAGE>


            which events are hereinafter referred to as "the calamity") then the
            rent, rates and management fee hereby reserved or a fair proportion
            thereof according to the nature and extent of the inaccessibility or
            damage sustained or order made shall be suspended with effect from
            the calamity until the said premises or the said Building shall
            again be rendered accessible or fit for habitation and use or such
            condemnation or order rescinded as the case may be and any rent,
            rates, and management fee paid in respect of any period after the
            calamity shall be refunded to the Tenant in the appropriate
            proportion provided that should the said premises or the said
            Building not have been reinstated, rendered accessible or such
            condemnation or order lifted or rescinded in the meantime either the
            Landlord or the Tenant may at any time after three months from the
            calamity can give to the other of them notice in writing to
            determine this tenancy and thereupon the same and everything herein
            contained shall determine as from the date of the calamity but
            without prejudice to the rights and remedies of either party against
            the other in respect of any antecedent claim or breach of the
            agreements, stipulations, terms and conditions herein contained or
            of the Landlord in respect of the rent payable hereunder prior to
            the coming into effect of the suspension or of the Tenant to the
            return of the said Deposits.

      (e)   Acceptance of rent by the Landlord shall not be deemed to operate as
            a wavier by the Landlord of any right to proceed against the Tenant
            in respect of a breach by the Tenant of any of its obligations
            hereunder.

      (f)   The Tenant shall not do or permit to be done by its employees in the
            said premises or the said Building any act, deed, matter or thing
            whereby the policy or policies of insurance (of which the Tenant has
            notice) against damage by fire, or claim by third parties for the
            said Building or the said premises for the time being subsisting may
            be or become void or whereby the rate of premium thereon may be
            increased and shall indemnify the Landlord against all costs,
            charges, expenses and all additional premium incurred by the
            Landlord in keeping up such policy or polices rendered necessary by
            a breach of this term.


                                       16
<PAGE>


      (g)   All acts, defaults and omissions of the servants, agents, customers
            and licensees of the parties shall be deemed to be the acts,
            defaults and omissions of such party.

6.    Each party shall bear its own legal fees and disbursements for the
      preparation and execution of this Agreement. The stamp duty on this
      agreement and its duplicate and the registration fee thereof, if any,
      shall be paid by the parties hereto in equal shares.

7.    It is mutually agreed between the parties hereto that the Tenant shall
      have an option exercisable at the sole and absolute discretion of the
      Tenant by serving a 2-month written notice in advance to the Landlord to
      be granted by the Landlord a further lease in respect of any particular
      portion(s) on either of the 4/F., 11/F., 13/F. and 15/F. or 4/F., 11/F.
      and 15/F., as the case may be with regard to the provision of clause 8,
      for one further term of two (2) years at the same rent and upon the same
      terms and conditions as herein contained save and except this clause of
      option for renewal.


                                       17
<PAGE>


8.    Notwithstanding anything mentioned in the contrary, the Tenant shall have
      the right to surrendering the entire 13th Floor comprising the gross area
      of 6,583 sq. ft. to the Landlord by serving a 2-month notice in writing.
      This notice of surrender may only be given after 12 months commencing from
      1st August 2002 and then on the expiration of such notice as aforesaid the
      lease over the entire 13th Floor shall cease without prejudice to any
      antecedent claim which either party may have against the other with
      respect to the 13th Floor. The parties' rights and obligations with
      respect to the remainder of the 4th, 11th and 15th Floors of the said
      premises shall remain the same as provided herein except that the rent,
      management fee, air-conditioning charge, government rates shall be
      adjusted pro rata based on floor area and proportionate amount of the
      deposit shall be returned to the Tenant upon effective date of termination
      of the lease over the 13th Floor.

9.    In the event of the Landlord selling the said premises at any time during
      the term of the tenancy hereby granted the Landlord shall procure the
      Purchaser to execute a Memorandum whereby the Purchaser covenants with the
      Tenant to refund the deposit to the Tenant on the same terms and
      conditions as contained in Clause 4 hereof as if the Purchaser were a
      party to this Tenancy Agreement and the Tenant agrees to join in such
      Memorandum to release the Landlord from its obligation to refund the
      deposit to the Tenant.


10.   The Landlord does not warrant that the said premises are fit for the
      purpose for which they are let or for any other purposes intended to be
      used by the Tenant and shall not be responsible or liable to the Tenant
      for any damages or loss in respect thereof.


                                       18
<PAGE>


11.   This Tenancy Agreement sets out the full agreement between the parties
      hereto. No other warranties or representations have been made or given
      relating to the Landlord and the Tenant, the said Building and the said
      premises or if any warranty or representation has been made the same is
      hereby waived.


                                   THE SCHEDULE
                                   ------------


              PART I
              ------
Clause 1      "the said premises"


              ALL THOSE 4th, 11th, 13th, & 15th Floors
              of the said Building with a total gross area of 26,332 sq. ft.
              or thereabout

              PART 11
              -------
Clause 1      "the said term"


              TWO YEARS commencing from 1/8/2002 to 31/7/2004.


              PART III
              --------
Clause 1      "the rent"


              Period                   Rent                 Total Monthly
                                       p.s.f./Month         Rent
              ----------               ------------         ----

              1/8/2002 - 31/7/2004     HK$3.0               HK$78,996.-


                                       19
<PAGE>


              PART IV
              -------
Clause 1      (i)      Management Fee: - $18,695.72 per month
                       (HK$0.71 /sq.ft/month).
              (ii)     Air-Conditioning Charge: - $14,054.71 per month.


              PART V
              ------
Clause 1     "the government rates"

              HK$11,287.50 per quarter.




              PART VI
              -------
Clause 1     "the deposit"


              In the sum of HK$231,017.86 as collective two months' deposit
              inclusive of rent, management fee, air-conditioning charge and
              Government rates.


AS WITNESS the hands of the parties hereto the day and year first above
written.



                                       20
<PAGE>



SIGNED by Dr. Richard Lee,            )      For and on behalf of

Director for and on behalf of         )      SOUTHNICE INVESTMENTS LIMITED

the Landlord in the presence of :-    )      /s/  Dr. Richard Lee
                                                --------------------------------
                                                     Authorized Signature(s)




SIGNED by Keith Lampert,              )      For and on behalf of

its Director, for and on behalf of    )      CONCORD CAMERA LIMITED

the Tenant in the presence of :-      )      /s/  Keith L. Lampert
                                                --------------------------------



ACKNOWLEDGED the transfer of the      )

deposit of rental, management fee,    )      For and on behalf of
                                             CONCORD CAMERA HK LIMITED
air-conditioning charge and           )
                                             /s/  Keith L. Lampert
Government rates of HK$231,017.86     )         --------------------------------

from the previous lease.              )      For and on behalf of
                                             SOUTHNICE INVESTMENTS LIMITED

                                             /s/  Dr. Richard Lee
                                                --------------------------------
                                                      Authorized Signature(s)
WITNESS:



                                       21
<PAGE>


                      DATE THE 18th DAY OF SEPTEMBER 2002
                      -----------------------------------









                          SOUTHNICE INVESTMENTS LIMITED





                                       and






                            CONCORD CAMERA HK LIMITED


--------------------------------------------------------------------------------


                                TENANCY AGREEMENT





All THAT Workshop on 4th, 11th, l3th  and 15th Floor, Concord Technology Centre,
98 Texaco Road, Tsuen Wan, Hong Kong



--------------------------------------------------------------------------------


                                       22
<PAGE>




TWTL NO. 92 Sec. A and TWTL NO. 19
of Sec. B and TWTL No. 19
of Sec. C





                                [4TH FLOOR PLAN]













<PAGE>



TWTL NO. 92 Sec. A and TWTL NO. 19
of Sec. B and TWTL No. 19
of Sec. C





                                [11TH FLOOR PLAN]












<PAGE>



TWTL NO. 92 Sec. A and TWTL NO. 19
of Sec. B and TWTL No. 19
of Sec. C




                                [13TH FLOOR PLAN]











<PAGE>



TWTL NO. 92 Sec. A and TWTL NO. 19
of Sec. B and TWTL No. 19
of Sec. C





                                [15TH FLOOR PLAN]









</TEXT>
</DOCUMENT>
