CONCORD CAMERA CORP
EXPRESS CREDITLINE LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>e31528ex10-1.txt
<DESCRIPTION>EXPRESS CREDITLINE LOAN AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                                                        [LOGO] citi smith barney

         Loan Account Number
--------------------------------------
Branch     Account       T    C    FA
 373        9002A          16      651
--------------------------------------

        Pledge Account Number
--------------------------------------    --------------------------------------
Branch     Account       T    C    FA     Branch     Account       T    C    FA
 373        92438          18      651
--------------------------------------    --------------------------------------
Branch     Account       T    C    FA     Branch     Account       T    C    FA

--------------------------------------    --------------------------------------
Branch     Account       T    C    FA     Branch     Account       T    C    FA

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

(If additional pledge accounts are required,  please indicate account numbers on
page 1.1.)

EXPRESS CREDITLINE
LOAN AGREEMENT

This Express CreditLine  Revolving Loan Agreement  ("Agreement") is made between
Citigroup Global Markets Inc. ("SB") and the undersigned ("Client") to set forth
the terms and conditions  that will govern advances made to Client pursuant to a
revolving credit facility ("Loan Facility") that SB establishes for Client for a
purpose other than purchasing, carrying or trading in securities, or reducing or
retiring indebtedness incurred to purchase,  carry or trade in securities.  This
Agreement  will  not  become  effective  and  binding  upon SB until it has been
executed by Client and accepted by SB in its offices in New York.

1)(a) Subject to the terms and conditions of this  Agreement,  SB agrees to make
one or more  extensions  of  credit to Client  from time to time in an aggregate
principal amount which shall not at any time exceed one of the following amounts
which shall be agreed upon by the parties:  (i) the sum of the  loanable  values
("Loanable Values") of each class of eligible  securities  contained in Client's
SB account(s),  computed as of the close of the New York Stock Exchange ("NYSE")
trading day immediately  preceding the NYSE trading day on which an extension of
credit is made, or (ii) a specific dollar amount selected by Client and approved
by SB ("Loan Limit").  The initial Loan Limit selected by Client and agreed upon
by SB shall be indicated in Schedule "A" to this Agreement.  The Loan Limit must
equal $25,001 or such greater  amount as SB  determines in its sole  discretion.
Client also understands and agrees that SB may reduce the Loan Limit in its sole
discretion  and at any time.  Each  extension  of credit shall be referred to in
this  Agreement as an "Express  CreditLine  Advance" and shall in each  instance
only be made for a  purpose  other  than  purchasing,  carrying  or  trading  in
securities,  or reducing or retiring indebtedness incurred to purchase, carry or
trade in  securities.  Express CreditLine  Advances will be made in a good-faith
account  established  pursuant to Federal  Reserve Board  Regulation T ("Express
CreditLine Account") pursuant to procedures prescribed by SB. Client understands
that SB will not in any event be required to make any Express CreditLine Advance
to Client unless the Collateral  (as defined in Section 6(a) of this  Agreement)
is  acceptable  to SB.  If  Client's  obligation  to repay  one or more  Express
CreditLine  Advances (and accrued interest thereon) is guaranteed by a person or
entity  that  is not a party  to  this  Agreement,  and  the  guarantor  pledges
securities in the guarantor's SB account[s] as security for the guaranty, Client
acknowledges that such securities must, at all times, be acceptable to SB.

(b) Client  understands and agrees that SB may, in its sole  discretion,  obtain
reports from,  and provide  information  to, other persons  concerning  Client's
credit standing and business conduct. SB may ask  credit-reporting  agencies for
consumer  reports of Client's credit  history.  Upon Client's  request,  SB will
inform  Client  of the  name  and  address  of the  consumer reporting agency or
agencies that furnish such consumer reports to SB.

2)(a) Subject to the provisions of this Agreement,  Client may obtain an Express
CreditLine  Advance at one or more times  hereunder  (subject to  Client's  Loan
Limit) by: (i) writing a check drawn on Client's  FMA Account at SB ("Client FMA
Check"),  (ii) requesting SB to issue a branch check ("Branch Check") payable to
Client in the amount of the Express CreditLine  Advance,  (iii) requesting SB to
wire-transfer Federal funds in the amount of the Express CreditLine Advance to a
bank  account  in  Client's  name,  (iv)  requesting  SB to effect an  automatic
transfer of funds ("ACH") to a  pre-enrolled  bank account in Client's name, (v)
using  Client's  debit card  ("Card")  made  available  by SB, or (vi) any other
method agreed upon by SB and Client. If Client uses any of the foregoing methods
to access  his/her FMA Account  and there is an  insufficient  amount of cash or
cash  equivalents  in that account to honor the request for a debit,  an Express
CreditLine  Advance will be made to Client to place  sufficient funds in his/her
SB FMA  Account.  Client  understands  and agrees  that all  Express  CreditLine
Advances are subject during the term of this Agreement to his/her Loan Limit.

(b) In the event Client seeks an Express CreditLine Advance hereunder by issuing
a Client FMA Check or using the Card which if honored  would  increase  Client's
outstanding principal balance under the Loan Facility above Client's Loan Limit,
SB may  without  notice to  Client  refuse to honor  Client's  request  for such
Express  CreditLine  Advance and interim  any person  presenting  the Client FMA
Check or  requesting  authorization  for use of the Card that it was not paid or
honored due to insufficient funds or for any other reason.

3) (a) SB shall charge  Client  interest on the  aggregate  principal  amount of
Express CreditLine Advances outstanding,  if any. Such interest will be computed
in the same  manner as that set  forth for  securities  margin  accounts  in the
pamphlet prepared by SB entitled "Important New Account Information"  (hereafter
referred to as "New Account  Document"),  which may be amended from time to time
and which amendment  shall become binding upon written notice to Client.  Client
hereby  acknowledges  receipt  of the New  Account  Document.  Interest  will be
payable  monthly.  As provided  In  Paragraph  4, SB may in its sole  discretion
require that all  interest be paid in cash and/or  shares of a money market fund
in  Client's  Express  CreditLine  Account.  If SB  elects  not to  impose  this
requirement,  and if (i) a sufficient amount of cash or money market fund shares
is  not  available  in Client's  Express  CreditLine  Account to pay the monthly
interest  amount,  or if Client  elects not to make  interest  payments from the
Express  CreditLine  Account,  and  (ii)  sufficient  Collateral  (as  hereafter
defined)  acceptable  to  SB is in SB's  possession,  the  interest due shall be
added to Client's  outstanding  principal balance and thereafter  interest shall
accrue on such amount until Client's outstanding balance under the Loan Facility
has been repaid in full,  whether  before or after demand or termination of this
Agreement.  Client  understands  that  by  adding  interest  to the  outstanding
principal  balance  of  Client's  Express  CreditLine  Advances,  the  amount of
additional   Express   CreditLine   Advances   Client   may   obtain   shall  be
proportionately reduced.

(b)  Client  understands  that SB may pay a  portion  of the  interest  that  it
receives to Clients' Financial Advisor. SB may also charge Client, to the extent
permitted by applicable  law, fees for  establishing  and/or  servicing the Loan
Facility.

(c) In no event shall the total  interest and fees charged under this  Agreement
exceed

                                                                        --------
                                                                        CPI#1120
                                                                        --------

4725B (12/2007) page 1 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

the  maximum  interest  rate or total fees  permitted  by law.  In the event any
excess interest or fees are collected, the same shall be refunded or credited to
Client.

4) Fixed Rate Advances or Conversions

(a) For each Express  CreditLine  Advance as described in the Agreement,  Client
may select an interest rate that is fixed for a specific period of time.  Client
may also  convert a portion of the Express  CreditLine  balance  from a variable
rate to a fixed rate of interest for a specific  period of time. For purposes of
this Agreement,  except where specifically noted, a balance conversion will also
be considered an Express  CreditLine  Advance.  The fixed  interest rate will be
based on the one-,  three-,  six- or twelve-month  London InterBank Offered Rate
("LIBOR") as well as the 2-, 3-, 4-, and 5-year LIBOR SWAP index, as selected by
Client, plus a spread.  Client may lock in a fixed interest rate for one, three,
six or twelve  months or 2, 3, 4, or 5 years  when  Client  requests  an Express
CreditLine Advance.  The term of the fixed interest rate will correspond to  the
LIBOR rate selected by Client.  (For example, if Client selects an interest rate
based on  six-month  LIBOR,  the rate will be fixed for six months  even  though
six-month  LIBOR may  change  over that  six-month  period.)  The fixed  rate of
interest will be based on the  applicable  LIBOR as published in The Wall Street
Journal  "Money  Rates"  table two  business  days  after  the date the  Express
CreditLine Advance is requested.  Client may confirm the LIBOR rates and spreads
in effect on any day by calling Client's Financial Advisor.  Client must request
a  fixed  interest  rate  Express  CreditLine  Advance  by  contacting  Client's
Financial Advisor.

(b) Client may obtain a fixed rate  Express  CreditLine  Advance  (other  than a
balance conversion) only by (i) requesting SB to issue a Branch Check payable to
Client in the amount of the Express  CreditLine Advance or (ii) requesting SB to
wire-transfer federal funds in the amount of the Express CreditLine Advance to a
bank account in the Client's name. Client may not have more than nine fixed rate
Express CreditLine Advances outstanding at any one time.

(c) At the end of the selected one-,  three-,  six- or twelve-month term, or 2-,
3-, 4-, or 5-year term, Client may pay the Express  CreditLine  Advance in full,
or renew the fixed  interest rate for the same or a different  term based on the
LIBOR rates in effect on the first business day of the renewal term. Client must
select a renewal  term no more than 30 days  prior to the end of the fixed  rate
term. If Client does not select a renewal term, the Express  CreditLine  Advance
will be subject to the variable  interest rate as described in Paragraph  (3)(a)
of the Agreement.

(d) In the event Client pays a fixed rate Express CreditLine  Advance,  in whole
or in part,  prior to the expiration of the selected  maturity term, or requests
that the Advance be converted to a variable rate of interest,  a "breakage  fee"
will be  charged to  Client.  SB may,  in its sole  discretion,  debit  Client's
Express  CreditLine  Account for the amount of the breakage  fee.  Interest will
accrue on the  debited  amount  at a  variable  interest  rate as  described  in
Paragraph  (3)(a) of this  Agreement  until  the  amount  is paid  in full.  The
breakage fee will be determined as follows:  SB will compare the original  LIBOR
rate  selected  by  Client  (rate  "A")  to the  current  LIBOR  rate  as of the
Prepayment  Effective Date (rate "B"). If A is greater than B, SB will calculate
the breakage fee by  multiplying  the  difference  between  rates A and B by the
total amount of the Advance,  times the  remainder  of the  maturity  term.  The
remainder of the maturity term will be computed on a 360-day year basis from the
Prepayment  Effective  Date  to the end of the  maturity  term.  The  Prepayment
Effective Date will be the date Client makes the prepayment or requests that the
Advance be  converted  to a variable  rate of  interest.  If the  prepayment  or
request  occurs  after 3:00 p.m.  eastern  time or on a  non-business  day,  the
Prepayment  Effective  Date will be the next business day. The minimum  breakage
fee is $500.  If A is less  than or equal to B, a  breakage  fee of $500 will be
charged.

(e) SB reserves the right in its sole  discretion  to stop  offering  fixed rate
advances. If fixed rate advances are discontinued, Client may no longer select a
fixed interest rate for any new Express CreditLine Advance.  However,  the fixed
interest rate on any existing Express  CreditLine  Advance will not be affected,
except that on the  interest  maturity  date,  unless paid in full,  the Express
CreditLine Advance will be subject to the variable interest rate as described in
Paragraph (3)(a) of the Agreement. The fixing of interest for any period of time
shall be without prejudice to SB's rights to demand payment of the Loan Facility
at any time pursuant to Paragraph 5 hereof.

5) Client  agrees to pay on demand any  balance  owing with  respect to Client's
Loan Facility,  including interest,  fees and any costs of collection (including
reasonable  attorneys' fees, if any). Client understands that SB may demand full
or partial  payment of any balance  outstanding  under the Loan  Facility at its
sole option and without cause at any time, and that Express CreditLine  Advances
under the Loan Facility are not for any specific term or duration. Client agrees
that  at the  sole  option  of SB,  all  payments  received  in  respect  of any
Collateral  in  Client's  Express  CreditLine   Account,   including   interest,
dividends,  premiums and principal; all proceeds from any Collateral in Client's
Express  CreditLine  Account that is liquidated for any reason; and all deposits
or other transfers into Client's  Express  CreditLine  Account may be applied in
SB's sole  discretion,  first to repay any  interest  accrued  with  respect  to
Client's  Loan  Facility  (whether  or not such  interest  has been added to the
principal  amount  of the Loan  Facility  outstanding),  and  then to any  other
amounts  outstanding or otherwise payable to SB under the Loan Facility.  In its
sole discretion,  SB may require Client to maintain sufficient shares in a money
market fund in Client's  Express  CreditLine  Account to pay all  interest  that
accrues and which is not paid through the  application of all payments  received
in respect  of any  Collateral  in  Client's  Express  CreditLine  Account,  all
proceeds from any Collateral  and all deposits or other  transfers into Client's
Express  CreditLine  Account.  As  necessary,  SB may,  without  prior notice to
Client,  debit the money market fund in Client's Express  CreditLine  Account in
such  amount as is  necessary  to pay such excess  interest  as it accrues.  Any
amount  outstanding under the Loan Facility may be paid at any time in whole or
in part by Client without  penalty.  Payments applied to principal will increase
the amount  available for subsequent  Express  CreditLine  Advances,  subject to
Client's Loan Limit.  Client shall make all payments regarding the Loan Facility
to SB at its offices in New York.

6) Client agrees not (a) to use any portion of an Express  CreditLine Advance to
purchase,  carry or trade in  securities,  or to reduce or  retire  other  debts
Client incurs for the purpose of purchasing,  carrying or trading in securities,
(b) to make any Client FMA Check payable to SB or another brokerage firm, or (c)
to make funds  available  to a third party for any purpose  described in clauses
(a) or (b).  Client shall be deemed to repeat such  agreements  each time Client
obtains an Express CreditLine  Advance hereunder.  Client also acknowledges that
willful  non-compliance  with these  restrictions  may constitute a violation by
Client of Regulation "X" of the Federal Reserve Board.

7) (a) As security for Client's  obligations to SB under this Agreement,  Client
hereby  assigns,  grants and conveys to SB a first  priority  lien and  security
interest in all cash, stocks,  bonds, other securities,  certificates of deposit
and instruments now or hereafter in Client's Express  CreditLine Account and all
other  accounts  maintained  by Client with SB (including  any managed  accounts
maintained by Client) and all dividends, interest and proceeds of such property,
and any property,  substituted by the Client  (collectively,  the "Collateral").
Client  authorizes SB, at Client's expense,  to sign and file,  without Client's
signature,  such  financing  statements  and other  documents  that in SB's sole
judgment are necessary to perfect,  preserve and protect SB's security  interest
in the  Collateral,  and to perform  any and all such other acts  necessary  and
incident  to the  execution  of  the  powers  granted to SB herein.  Client also
agrees to take all action which SB  reasonably  requests to assure that SB has a
continuing first priority  perfected  security  interest in the Collateral while
this Agreement remains in effect.

(b) SB reserves the right to require Client at any time to deposit into Client's
Express CreditLine  Account additional  Collateral in such amount as SB requires
or to substitute  new Collateral  for any  Collateral  that has previously  been
deposited in Client's Express CreditLine Account. Client may, with SB's approval
and upon such terms and conditions as SB shall prescribe,  substitute securities
or other property for Collateral in Client's Express CreditLine Account.

The  Following  Paragraph  8 (a) is  Applicable  Only to Clients Who Are Natural
Persons

8) (a) Client  represents  and  warrants  to SB that (a) except for SB's  rights
under this Agreement,  Client owns the Collateral free of any security  interest
or lien in favor of any third party or any  impediment to transfer  (other than,
in the case of restricted and control stock, any restrictive  legend restricting
the sale of the security under the Securities Act of 1933),  (b) Client will not
pledge the  Collateral  or grant a security  interest in the  Collateral  to any
third  party,  or  permit  the  Collateral  to  become  subject  to any liens or
encumbrances  (other  than SB's  security  interest),  or enter into a "lock-up"
agreement or other  agreement that affects the  Collateral,  in each case during
the term  of this Agreement, (c) Client is of the age of a majority in the state
in which  he/she is  domiciled  and is  authorized  to execute and deliver  this
Agreement and to perform his/her  obligations  hereunder,  (d) Client is not an
employee benefit plan, as that term is defined by the Employee Retirement Income

4725B (12/2007) page 2 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

Security Act of 1974  ("ERISA"),  or an Individual  Retirement  Account,  (e) in
respect of restricted  and control  stock,  in the event that SB liquidates  and
sells the  Collateral,  all Collateral  consisting of securities will be readily
transferable  into "street name" in good deliverable form, and together with the
securities of any other person whose sales must be aggregated  with the Client's
under  applicable  law and rules,  will be saleable  under the Securities Act of
1933 and other applicable law and rules, and (f) unless Client advises SB to the
contrary in writing and provides SB with a letter of approval,  where  required,
from  Client's  employer,  Client  is not an  employee  or  member  of any stock
exchange or trading market or of any corporation or firm engaged in the business
of  dealing,  either  as a  broker  or as  principal,  in  securities,  bills of
exchange, acceptances or other forms of commercial paper. Client shall be deemed
to repeat each of these  representations and warranties each time Client obtains
an Express CreditLine Advance hereunder.

The  Following   Paragraph  8  (a)  is  Applicable   Only  to  Clients  Who  Are
Corporations, Partnerships, Trusts or Other Entities

8) (a)  Client  represents  and  warrants  to SB  that  a) it is a  corporation,
partnership,  trust or other entity duly organized, validly existing and in good
standing  under  the laws of the State in which it is  organized;  b) it has all
requisite power and authority to own its property and assets and to carry on its
business as now conducted and as proposed to be conducted; c) it is qualified to
do business in every jurisdiction  where such qualification is required,  except
where the failure to qualify would not have a material adverse effect on Client;
d) it  has  the  power  and  authority  to  execute,  deliver  and  perform  its
obligations under this Agreement; e) the execution,  delivery and performance of
this Agreement and the creation of a first  priority lien and security  interest
in the Collateral  provided for herein (i) are within Client's  corporate power,
(ii) have been duly  authorized by all necessary  and proper  corporate  action,
including  the  consent  of  shareholders  where  required,  (iii)  are  not  in
contravention  of any  provision of Client's  certificate  of  incorporation  or
by-laws,  (iv) do not violate any law or  regulation,  or any order or decree of
any court or governmental  instrumentality  applicable to Client, and (v) do not
conflict  with or result in the  breach of, or constitute a default  under,  any
indenture, mortgage, deed of trust, lease agreement or other instrument to which
Client is a party or by which  Client or any of its  property is bound;  f) this
Agreement  has been duly executed and  delivered by Client and  constitutes  its
legal,  valid and binding  obligation  enforceable  against Client in accordance
with its terms; g) except for SB's rights under this Agreement,  Client owns the
Collateral free of any security  interest or lien in favor of any third party or
any  impediment to transfer  (other than, in the case of restricted  and control
stock,  any  restrictive  legend  restricting the sale of the security under the
Securities Act of 1933); h) Client is not an employee benefit plan, as that term
is defined by ERISA;  and i) Client will not  pledge the  Collateral  or grant a
security  interest  in  the  Collateral  to  any  third  party,  or  permit  the
Collateral  to become  subject  to any liens or  encumbrances  (other  than SB's
security interest),  or enter into a "lock-up" agreement or other agreement that
affects the Collateral, in each case during the term of this Agreement and j) in
respect of restricted  and control  stock,  in the event that SB liquidates  and
sells the  Collateral,  all Collateral  consisting of securities will be readily
transferable  into "street name" in good deliverable form, and together with the
securities of any other person whose sales  must be aggregated with the Client's
under  applicable  law and rules,  will be saleable  under the Securities Act of
1933 and other  applicable law and rules.  Client shall be deemed to repeat each
of these  representations  and  warranties  each time Client  obtains an Express
CreditLine Advance hereunder.

(b) In the event Client  maintains a Consulting  Group  account with SB,  Client
acknowledges  that it has received and had the  opportunity to review SB's "wrap
fee  brochure"  and  the  disclosures   therein  relating  to  Client's  Express
CreditLine Loan Facility.

Paragraph 8 (c) is Applicable Only to Idaho and Rhode Island Residents

8 (c) Client  represents and warrants that (i) all Express  CreditLine  Advances
are being  received  solely to  acquire  or carry on a  business  or  commercial
enterprise  and/or  Client is a business or  commercial  organization,  and (ii)
Express CreditLine Advances shall be used for commercial purposes.  It is agreed
and stipulated that all Express  CreditLine  Advances shall be construed for all
purposes as  commercial  loans and are made for other than  personal,  family or
household purposes.

9) Whenever SB deems it  necessary or  appropriate  for its  protection,  SB is
authorized,  in its  sole  discretion,  to take  one or  more  of the  following
actions:  (a) require Client to repay promptly all or a specified  amount of the
outstanding  balance of the Loan  facility,  (b) deposit  promptly into Client's
Express  CreditLine  Account a specific  amount of  additional  Collateral,  (c)
reduce the Loan Limit to a level determined by SB, (it) liquidate,  withdraw or
sell the  Collateral  and apply it to any amounts  owed to SB, or (e)  terminate
Client's Express CreditLine borrowing privileges.  All  of the foregoing actions
may be done without prior notice to Client,  and in the case of clauses (c)-(e),
without  demand  upon  Client.  In  addition,  any sale may be made in SB's sole
discretion  on the  exchange  or market  where  such  business  is then  usually
transacted, at public auction or private sale and without providing Client prior
notice of such sale. In addition to SB's rights under this  Agreement,  SB shall
have the right to exercise  any one or more  of  the  rights and  remedies  of a
secured creditor under the New York Uniform  Commercial Code then in effect. All
rights and remedies  under this  Agreement are cumulative and are in addition to
all other rights and remedies that SB may have at law or equity. Notwithstanding
the  foregoing,  to  the  extent  permitted  by  law,  Client  expressly  waives
compliance with tile provisions of Section 202 of the New York Lien Law.

10) This  Agreement and its  enforcement  shall be governed by, and construed in
accordance  with,  the laws of the  State of New  York,  without  regard  to the
conflict of laws rules of such State.

11) This  Agreement  may not be assigned by Client  without  SB'S prior  written
consent,  and shall be binding upon Client's heirs,  executors,  administrators,
successors and permitted assigns  (whichever is applicable).  SB may assign this
Agreement to any person or entity  without  Client's  consent or prior notice to
Client,  and this  Agreement  shall inure to the benefit of SB's  successors and
assigns (whether by merger, consolidation or otherwise).

12) This  Agreement  may be amended  (a) by SB at any time by  sending  Client a
written  notice  of such  amendment,  or (b) with the  written  consent  of both
parties.  Any such amendment shall be effective as of the date established by SB
or by both parties,  as applicable.  This  Agreement may not he amended  orally.
Either Client or SB may waive  compliance  with any provision of this Agreement.
Such waiver  must be in writing and signed by the party to be charged  with such
waiver. Any such waiver will not be deemed to be a waiver of any other provision
of this Agreement.

13) SB shall  not he  liable  to  Client  for (a) any loss  caused  directly  or
indirectly by government restrictions, exchange or market rulings, suspension of
trading,  war,  strikes or other  conditions,  commonly  known as "Acts of God,"
beyond SB's control, or (b) any consequential,  incidental,  indirect or special
damages, even if such damages are reasonably foreseeable.

14)  This  Agreement,  all  schedules  to this  Agreement,  and the New  Account
Document reflect the entire agreement between SB and Client concerning  Client's
Loan Facility,  and supersede any other agreement,  promise,  representation  or
undertaking,  whether  written  or  oral,  concerning  the Loan  Facility.  This
Agreement  is in  addition  to,  and  does not  nullify,  Client's  FMA  Account
agreement and any other agreements  between Client and SB (collectively,  "Other
Agreements").  In the  event  of a  conflict  between  the  provisions  of  this
Agreement,  on the  one  hand,  and  the  New  Account  Document  or  the  Other
Agreements, on the other hand, the provisions of this Agreement shall govern.

15) If any  provision  of this  Agreement  is held to be  invalid,  illegal  or
unenforceable  by  reason of any law,  rule,  administrative  order or  judicial
decision,  such  determination  shall not affect the  validity of the  remaining
provisions of this Agreement.

16) Either party may  terminate  this  Agreement  upon thirty (30) calendar days
prior  written  notice to the  other  party,  except  that  Client  shall not be
entitled  to  terminate  this  Agreement  in the event  there is an  outstanding
principal  balance in the Loan Facility,  or accrued  interest or other fees and
charges (if any) relating to the Loan  Facility have not been paid.  Termination
of this Agreement shall not affect any  obligations  incurred by Client prior to
the  effective  date  of  termination,  or SB's  rights  to the  Collateral,  or
securities  deposited  with SB by a guarantor  of Client's  Loan  Facility.  All
indemnification  provisions  herein, as well as Paragraphs 17-22,  shall survive
the termination of this Agreement.

17)  Without  the  necessity  of a judicial  determination,  and  whether or not
litigation  occurs,  Client  hereby agrees to indemnify and hold harmless SB and
its  directors,  officers,  employees,  agents and  affiliates  from any and all
claims (whether or not meritorious),  liabilities,  judgments,  damages, losses,
costs and expenses of any nature  whatsoever  (including  reasonable  attorneys'
fees and expenses) in any way

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    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

related to, or arising out of or in connection  with, this Agreement,  including
without limitation Client's grant of a first priority lien and security interest
in the Collateral  and any action taken or omitted by SB at Client's  request or
pursuant to Client's instructions.

18) ARBITRATION

This  agreement  contains  a  predispute   arbitration  clause.  By  signing  an
arbitration agreement the parties agree as follows:

o All  parties  to this  agreement  are giving up the right to sue each other in
court,  including the right to a trial by jury,  except as provided by the rules
of the arbitration forum in which a claim is filed.

o Arbitration  awards are generally final and binding; a party's ability to have
a court reverse or modify an arbitration award is very limited.

o The ability of the parties to obtain documents,  witness  statements and other
discovery is generally more limited in arbitration than in court proceedings.

o The arbitrators do not have to explain the reason(s) for their award.

o The panel of arbitrators will typically  include a minority of arbitrators who
were or are affiliated with the securities industry.

o The rules of some  arbitration  forums may impose time  limits for  bringing a
claim in arbitration.  In some cases, a claim that is ineligible for arbitration
may be brought in court.

o The  rules of the  arbitration  forum in which  the  claim is  filed,  and any
amendments thereto, shall be incorporated into this agreement.

I agree that all claims or  controversies,  whether such claims or controversies
arose prior,  on or subsequent to the date hereof,  between me and SB and/or any
of its present or former officers, directors, or employees concerning or arising
from (i) any  account  maintained  by me with SB  individually  or jointly  with
others in any capacity;  (ii) any  transaction  involving SB or any  predecessor
firms by merger,  acquisition or other business  combination  and me, whether or
not such  transaction  occurred  in such  account  or  accounts;  or  (iii)  the
construction,  performance or breach of this or any other agreement  between us,
any duty arising from the business of SB or  otherwise,  shall be  determined by
arbitration  before,  and  only  before,  any  self-regulatory  organization  or
exchange of which SB is a member. I may elect which of these arbitration  forums
shall hear the matter by sending a  registered  letter or telegram  addressed to
Smith Barney at 77 Water Street, New York, N.Y. 10005, Attn: Law Department.  If
I fail to make  such  election  before  the  expiration  of five (5) days  after
receipt of a written  request from SB to make such  election,  SB shall have the
right to choose the forum.

No person shall bring a putative or certified class action to  arbitration,  nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated  in court a putative  class  action;  or who is a member of a putative
class who has not opted out of the class with respect to any claims  encompassed
by the putative class action until: (i) the class  certification is denied; (ii)
the class is  decertified;  or (iii) the customer is excluded  from the class by
the court.

Such  forbearance  to enforce an agreement to arbitrate  shall not  constitute a
waiver of any rights under this agreement except to the extent stated herein.

19) SB shall not be liable  for a refusal  by a third  party to honor any Client
FMA Check or the Card.

THE  FOLLOWING  PARAGRAPHS  20 - 22 APPLY ONLY TO  MULTIPLE  PARTY  ACCOUNTS  OF
NATURAL PERSONS

20) If Client's  Express  CreditLine  Account is a multiple  party  account,  in
consideration of  SB establishing the Loan Facility for the owners thereof, each
account owner agrees that he/she is a Client for purposes of this  Agreement and
to be jointly  and  severally  liable for said  account and to pay on demand any
balance  owing with respect to the Loan  Facility.  Each account  owner has full
power  and  authority  to  borrow  and  withdraw  money or to do  anything  with
reference to the Express CreditLine Account  as if he or she were the sole owner
thereof, and SB is authorized and directed to act upon any instructions received
train any account owner and to accept  payment and  securities  from any account
owner for the credit of this account regardless of the source or registration of
such payments or securities. Any and all notices,  communications or any demands
sent to any account owner shall be binding upon all account  owners,  and may be
given  by  mail  or  other  means  of  communication.  All  representations  and
agreements contained in this Agreement shall he deemed to have been made by each
account owner.

21)  Without  the  necessity  of a judicial  determination,  and  whether or not
litigation  occurs,  each account owner agrees to indemnify and hold harmless SB
and its directors,  officers,  employees, agents and affiliates from and against
any  and  all  claims  (whether  or not  meritorious),  liabilities,  judgments,
damages,  losses,  costs  and  expenses  of  any  nature  whatsoever  (including
reasonable  attorneys'  fees and expenses) in any way related to, or arising out
of, or in connection with, or as the result of, SB following the instructions of
any  account  owner.  SB, in its sole  discretion,  may at any time  suspend all
activity in the multiple  party  account  pending  instructions  from a court of
competent  jurisdiction or require that instructions  pertaining to the multiple
party  account  or the  property  therein be in  writing  signed by all  account
owners. SB shall be entitled to recover from the Express  CreditLine  Account or
from any account owner prior to  distribution  of the funds or properly  therein
such costs as it may incur, including reasonable attorneys' fees, as  the result
of any dispute  between or among account owners  relating to or arising from the
Express CreditLine Account.

22) (a) Each Express  CreditLine  Account owner agrees that, in the event of the
death of any owner thereof,  the survivor or survivors shall immediately give SB
written notice thereof,  and SB may, before or after receiving such notice, take
such actions,  require such papers,  inheritance  or estate tax waivers,  retain
such portion of the account and restrict  transactions in such account as SB may
deem advisable to protect SB against any tax,  liability,  penalty or loss under
any present or future  laws or  otherwise.  The estate of an Express  CreditLine
Account  owner who shall  have died  shall be  liable  and each  survivor  shall
continue to be liable,  jointly and severally,  for all  obligations to SB under
this Agreement whether or not incurred prior to the receipt by SB of the written
notice of the death of the  decedent,  or  incurred  in the  liquidation  of the
Express  CreditLine Account or the adjustment of the interests of the respective
parties.

(b) If the Express  CreditLine  Account contains any rights of survivorship,  in
the  event  of the  death  of any  owner  thereof,  all  assets  in the  Express
CreditLine  Account shall pass to and be vested in the  survivor[s]  on the same
terms and  conditions as previously  held,  without in any manner  releasing the
decedent[s]  estate from the liabilities  provided for herein.  The estate[s] of
the decedent[s] and the survivor[s]  hereby jointly and severally agree to fully
indemnify  and hold  harmless SB from all  liability  for any taxes which may be
owed  in  connection  with  the  transfer  and  vesting  of  the  assets  in the
survivor[s], or any claims by third parties.

DISCLOSURES REQUIRED BY STATE LAW

23) SB is  required  to give each of the  following  disclosures  to Clients who
reside in the state to which each specific disclosure applies.  Please note that
some  disclosures  required  by state  law may  reflect  rights  granted  to all
consumers under similar federal laws.

a) Illinois (if credit card access is requested):

No applicant  may be denied a credit card on account of race,  color,  religion,
national  origin,  ancestry,  age (between 40 and 70), sex,  marital status,  or
physical  or mental  handicap  unrelated  to the  ability to pay or  unfavorable
discharge  from  military  service.  The  applicant  may  request the reason for
rejection of his or her  application  for a credit card.  No person need reapply
for a credit card in any name permitted by law that he or she regularly uses and
is  generally  known by, so long as no fraud in intended  thereby.  A person may
hold a credit card in any name  permitted by law that he or she  regularly  uses
and is generally known by, so long as no fraud is intended thereby.

b) Minnesota:

Express CreditLine Advances are made by SB under Section 334.19 of the Minnesota
Statutes.

c) Missouri:

Oral  agreements or commitments to loan money,  extend credit or to forbear from
enforcing  repayment of a debt  including  promises to extend or renew such debt
are not  enforceable.  To  protect  client  (borrower)  and SB  (creditor)  from
misunderstanding  or  disappointment,  any  agreements  we reach  covering  such
matters are  contained in this  writing,  which is the  complete  and  exclusive
statement of the agreement

4725B (12/2007) page 4 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

between us, except as we may later agree in writing to modify it.

d) New York:

A consumer  report may be requested in connection  with your  application.  Upon
your request, we will inform you whether or not a consumer report was requested,
and if so, the name and address of the consumer  reporting agency that furnished
the  report.  Subsequent  consumer  reports  may be  requested  or  utilized  in
connection with an update,  renewal or extension of the credit for which you are
applying.

e) Ohio:

The Ohio laws  against  discrimination  require that all  creditors  make credit
equally  available  to all  creditworthy  customers,  and that  credit-reporting
agencies maintain separate credit histories on each individual upon request. The
Ohio Civil Rights Commission administers compliance with this law.

f) Rhode Island;

A consumer credit report may be obtained in connection with your application.

4725B (12/2007) page 5 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

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

CLIENT ACKNOWLEDGES RECEIPT OF FORM T-4 PROMULGATED BY THE FEDERAL RESERVE BOARD
AS WELL AS A COPY OF THIS AGREEMENT.  BY SIGNING BELOW,  CLIENT APPLIES FOR THIS
LOAN FACILITY AND AGREES TO BE BOUND BY THE TERMS AND  CONDITIONS  HEREIN.  THIS
AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 3, PARAGRAPH 18.

CITIGROUP GLOBAL MARKETS INC. ("SMITH BARNEY")

Signature of Branch or Operations Manager: /s/ Lisa Hubbard       Date: 4/21/08

Branch Office Address __________________________________________________________

Client Signatures:

--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                      Date

Concord Camera Corp.     /s/ Ira B. Lampert - Chairman & CEO      March 26, 2008
--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                      Date

--------------------------------------------------------------------------------
If a Corporation, Partnership, Trust or Other Entity also provide

--------------------------------------------------------------------------------
Entity Name              Authorized Signer and Title (please print)

Concord Camera Corp.     /s/ Ira B. Lampert - Chairman & CEO      March 26, 2008
--------------------------------------------------------------------------------

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

                                  Schedule "A"

                 Loan Limit Amount Election (See Attachment 1)

Name of Client:  Concord Camera Corp.  elects the following as Client's  Initial
Loan Limit.

Client should elect and sign only one of the alternatives below.

a)    the sum of the  Loanable  Values in  Client's  SB  account(s)  computed in
      accordance  with  Paragraph 1 (a),  which must be equal to or greater than
      $25,001.*

--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                       Date

--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                       Date

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

or

b)    $9MM  (specify  dollar  amount,  which  must be equal to or  greater  than
      $25,001).*   After  Client signs and dates this  document,  Client may not
      borrow an amount  greater than it has  specified  unless  Client signs and
      dates an amended Loan Limit Amount  Election form  specifying such greater
      amount and SB countersigns the amended form.

--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                      Date

Concord Camera Corp.     /s/ Ira B. Lampert - Chairman & CEO      March 26, 2008
--------------------------------------------------------------------------------
Print Name of Client     Signature of Client                      Date

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

Approved by Smith Barney
--------------------------------------------------------------------------------
Print Name of Branch     Signature of Branch or
or Operations Manager    Operations Manager                       Date

/s/ Elizabeth C. Brylin  /s/ Elizabeth C. Brylin                  4/16/08
--------------------------------------------------------------------------------

State       Minimum Loan Limit           State           Minimum Loan Limit
---------------------------------------  ---------------------------------------
Indiana     $50,001 for consumer loans;  Pennsylvania    $50,001
            $25,001 for business loans
                                         Vermont         $1,000,001 for business
Maine       $35,001                                      loans; consumer loans
                                                         not allowable
Oklahoma    $45,001
                                         West Virginia   $45,001 (except
Oregon      $50,001                                      business loans)

                                         Wyoming         $50,001
--------------------------------------------------------------------------------

*     In the states  listed below  Schedule  "A", the minimum Loan Limit will be
      higher.

4725B (12/2007) page 6 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

                            South Dakota Disclosure

Date: _______________________

Initial Credit Line:  $______________  or the sum of the loanable values of each
class of eligible securities contained in Client's Smith Barney account(s).

Attached to this Disclosure is a list of the current cash, stocks,  bonds, other
securities,  certificates  of deposits and  instruments in the Client's  Express
CreditLine Account and all other accounts maintained by the Client(s) with Smith
Barney that secure the Client(s) Facility.

This Facility has no due dates or maturity dates.  Following demand for payment,
the  Client(s)  requirement  to pay Smith  Barney may not be extended  and Smith
Barney is not obligated to refinance any amounts the Client(s) owe Smith Barney.

4725B (12/2007) page 7 of 7

    Smith Barney is a division and service mark of Citigroup Global Markets Inc.

<PAGE>

                           Schedule "A" Attachment 1
                      To Express CreditLine Loan Agreement
                        Between Concord Camera Corp. and
                         Citigroup Global Markets, Inc.

                                   ----------

Client has posted securities having an aggregate market value of (i) $18 million
as collateral to secure the $9 million credit and (ii) $2 million as collateral
to secure up to $1 million of interest that may accrue on advances under the $9
million credit line.

Advances under the credit line will bear interest at the rate of Open Fed Funds
+1.50% per annum through August 20, 2008, as set forth in the April 15, 2008
letter from Pete Secret, Senior Vice President, Branch Manager of Citi Smith
Barney's Atlanta, Georgia office to Ira Lampert, Chairman and CEO of Concord
Camera Corp., a copy of which is attached hereto and incorporated into the
Express CreditLine Loan Agreement between Concord Camera Corp. and Citigroup
Global Markets, Inc.

<PAGE>

<TABLE>
<CAPTION>
<S>                            <C>                                     <C>
Pete Secret                    The Pinnacle                            Tel 404 842 2222
Senior Vice President          3455 Peachtree Road NE, Suite 1400      Fax 404 842 2393
Branch Manager                 Atlanta, GA 30326                       francis.p.secret@smithbarney.com
</TABLE>

April 15, 2008

Mr. Ira B. Lampert
Concord Camera Corp.
4000 Hollywood Blvd., Suite 650
Hollywood, FL 33021-1214

Re:   Concord Camera Corp. - Account 373-91821-15-651

Dear Ira:

This  describes  the special  pricing we can offer to you on our Express  Credit
loan product for your holdings of Auction Rate Securities that have  experienced
failed  auctions  ("ARS").  From March 21, 2008,  until  August 20,  2008,  your
eligible  advances  will bear  interest at the rate of Open Fed Funds(1) + 1.50%
per  annum.  Eligible  advances  are  those  drawn  against  your ARS that  have
experienced  failed  auctions.(2)  This special  pricing is only  available  for
credit  limits up to  $10,000,000.  After August 20, 2008,  your  interest  rate
pricing will  subject to review by Smith Barney and Smith Barney will  determine
the  availability  of the special rate. To maintain  your  eligibility  for this
rate,  you must keep your eligible ARS positions in a separate  pledged  account
linked to the Express  Credit loan and  maintained  at your current Smith Barney
Branch and you must continue attempting to sell your ARS at subsequent auctions.
As of March 6, 2008,  we are  advancing  up to 50% of the amount of your ARS for
credit limits up to $10,000,000.  As more fully explained in your Express Credit
Loan  Agreement,  Smith Barney  reserves the right to change our advance rate on
your ARSs at any time.

All standard Express Credit terms,  conditions and  restrictions  apply to these
loans,  as more fully set forth in your Express  Credit Loan  Agreement with us.
You can find  additional  information  on our  credit  terms  in Smith  Barney's
"Important New Account Information Booklet". You should read your Express Credit
Loan Agreement and the Booklet before proceeding.

                                         Sincerely,

                                         /s/ Pete Secret

                                         Pete Secret
                                         Senior Vice President
                                         Branch Manager

----------
(1) The Open Fed Funds rate used for Express  Credit  loans is based on the Open
Fed Funds rate as more fully described in Smith Barney's  "Important New Account
Information  Booklet" (GP2369).  For current and historical Open Fed Funds rate,
please contact your Smith Barney Financial Advisor.

(2) This special interest rate is not linked to the yield on your ARS and may be
higher than the yield on your ARS.

                                                   Citigroup Global Markets Inc.

The  information  set forth was obtained from sources which we believe  reliable
but we do not guarantee its accuracy or  completeness.  Neither the  information
nor any opinion  expressed  constitutes a solicitation  by us of the purchase or
sale of any securities.
</TEXT>
</DOCUMENT>
