CONCORD CAMERA CORP
DEBENTURE
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>b401283_ex10-9.txt
<DESCRIPTION>DEBENTURE
<TEXT>
<PAGE>

                                                                    Exhibit 10.9

                         Dated the 10th day of June 2004


                            CONCORD CAMERA HK LIMITED


                                  in favour of


                            THE HONGKONG AND SHANGHAI
                           BANKING CORPORATION LIMITED


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

                                    DEBENTURE

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


                            JOHNSON STOKES & MASTER,
                                SOLICITORS, & C.,
                                 HONG KONG SAR.


                         PHCH/6570819/7/NKY
                         PC/DWd40248(w) (210504)

<PAGE>

THIS DEBENTURE is dated the 10th day of June 2004 and is made BY:-

        CONCORD CAMERA HK LIMITED ([ILLEGIBLE]) Whose registered office is
        situate at 14th Floor, Concord Technology Centre, No.98 Texaco Road,
        Tsuen Wan, New Territories, Hong Kong ("the Company");

IN FAVOUR OF:-

        THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED whose registered
        office is situate at No.1 Queen's Road Central, Hong Kong ("the
        Debenture- holder").

1.              DEFINITIONS AND INTERPRETATION

1.01            In this Debenture, in addition to the above definitions:-

"Charged Assets" shall have the meaning ascribed to it in Clause 3.01;

"Companies Ordinance" means the Companies Ordinance, Chapter 32 of he Laws of
Hong Kong;

"Receiver" includes all or any or each (as the context may require) of the
receivers and/or receivers and managers at any time or from time to time
appointed hereunder in the event of there being more than one receivers and/or
receivers and managers so appointed and whether such receivers and/or receivers
and managers are appointed simultaneously or appointed to act jointly and/or
severally or appointed to act in place of any one or more receivers and/or
receivers and managers previously appointed hereunder or otherwise;

"Secured Indebtedness" means all amounts which are now or may at any time
hereafter be or become from time to time due or owing, actually or contingently,
to the Debenture-holder by the Company or in respect of which the Company may be
or become liable, actually or contingently, to the Debenture-holder, whether on
any account or otherwise in any manner whatsoever and including (without
limitation) the amount of any loans, acceptances or other credits or advances
made to the Company, or any other entity for the accommodation or at the request
of the Company, and of any notes or bills made, accepted, endorsed, discounted
or paid, and any liability under guarantees, indemnities, foreign exchange
contracts (spot and forward), documentary or other credits or any instruments
whatsoever, from time to time secured or given by or entered into by the
Debenture-holder for or at the request of the Company together with interest,
commission, fees and all legal and other costs charges and expenses incurred by
the Debenture-holder in relation to the Company or the Charged Assets on a full
indemnity basis;

"Shares" means all stocks, shares, bonds and securities, whether marketable or
otherwise, and all other interests of the Company, both present and future, in
any company, firm, consortium or entity wheresoever situate, including all
allotments, accretions, offers, rights, benefits and advantages whatsoever at
any time accruing, offered or arising in respect of, or incidental to the same,
and all stocks, shares, rights, money or property accruing or

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                                      - 2 -

offered at any time by way of conversion, redemption, bonus, preference, option
or otherwise in respect thereof.

1.02            References to "Company" and "Debenture-holder" include, where
the context admits, their respective successors and assigns, whether immediate
or derivative and persons deriving title under them and, in particular but
without limitation, any appointment or removal of a Receiver hereunder may be
made by writing signed or sealed by any such successor or assign or person
deriving title under the Debenture-holder, and the Company, by way of security,
hereby irrevocably appoints any Receiver so appointed to be its attorney for the
purposes and in the terms stated in Clause II.

1.03            In this Debenture, unless the context otherwise requires,
references to (or to any specific provision of) this Debenture or this security,
or any other instrument, agreement or document shall be construed as references
to this Debenture, that provision, that instrument, agreement or document as
amended with the agreement of the relevant parties and the Debenture-holder and
in force at the relevant time; references to (or to any specific provision of)
any Ordinance or enactment shall be deemed to include a reference to any
re-enactment thereof for the time being in force or any modification thereof
having substantially the same legal effect; references to Clauses shall be to
clauses of this Debenture; clause headings have been inserted for convenience of
reference only and shall not affect the interpretation hereof; words importing
the plural shall include the singular and vice versa and references to the
masculine, feminine or neuter shall include the other of them; references to a
person shall be construed as references to an individual, firm, company,
corporation, unincorporated body of persons or any State or any agency thereof
or any combination thereof whether or not having separate legal identity.

2.              CONVENANTS FOR PAYMENT

                The company hereby covenants to pay the Secured Indebtedness to
the Debenture-holder on demand.

3.              CHARGES BY WAY OF SECURITY

3.01            The Company, as beneficial owner, hereby charges to the
Debenture-holder with the payment and discharge of the Secured Indebtedness and
so that the charges hereby created shall be by way of continuing security all
those the Charged Assets, namely:-

        (a)     by way of first fixed charge, all book and other debts
                (including, but not limited to, all credit balances and deposits
                of the Company with the Debenture-holder or any other bank or
                financial institution), accounts receivable and securities for
                money now and from time to time due or owing to or purchased or
                otherwise acquired by the Company and the full benefit of all
                guarantees, indemnities, debentures, mortgages, charges and
                other security of whatsoever nature and rights and remedies in
                respect of the same, the uncalled capital, goodwill and all
                patents, patent applications, trade

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                                      - 3 -

                marks, trade names, registered designs, copyrights, licences and
                ancillary and connected rights, both present and future, of the
                Company;

        (b)     by way of first fixed charge, the Shares;

        (c)     by way of first floating charge, the undertaking and all the
                property, assets and rights of the Company, whatsoever and
                wheresoever, both present and future, including (but not limited
                to) the premises described in Clauses 3.01(a) and (b) if and in
                so far as the charges thereon therein contained shall for any
                reason be ineffective as fixed charges and any surplus arising
                on a realisation of any legal and/or equitable assignment and/or
                fixed charge (whether in favour of the Debenture-holder or any
                third party).

3.02            It is a term of this Debenture that, and the Company hereby
covenants that it will not, without the prior consent in writing of the
Debenture-holder:-

        (i)     create or attempt to create or permit to subsist any mortgage,
                debenture, charge, pledge, lien or other encumbrance upon, or
                permit any lien or other encumbrance (save a lien arising by
                operation of law in the ordinary course of trading) to arise on
                or affect, any part of the Charged Assets; or)

        (ii)    part with, transfer, sell or dispose of or attempt or agree to
                part with, transfer, sell or dispose of the whole or any part of
                the Charged Assets, either by a single transaction or a number
                of transactions (whether related or not), except, in the case of
                stock in trade charged by way of floating charge only, by way of
                sale at full value in the usual and ordinary course of trading
                as now conducted and for the purpose of carrying on its
                business.

3.03            For the avoidance of doubt, it is hereby declared that the
Company shall have no power, without the prior consent in writing of the
Debenture-holder, to charge, factor, assign or otherwise deal with
any book or other debts, accounts receivable or securities for money, now and
from time to time due or owing to the Company, otherwise than by getting in and
realising the same in the ordinary course of business.

3.04            The Debenture-holder may at any time and from time to time, by
notice in writing to the Company, convert the floating charge referred to in
Clause 3.01(c) into a specific charge as regards all of the assets referred to
therein and/or only those assets specified in such notice.

3.05            If the Debenture-holder receives notice (whether actual or
otherwise) of any subsequent mortgage, charge, assignment or other disposition
affecting all or any part of the Charged Assets or any interest therein to which
the Debenture-holder has not given its prior written consent, the
Debenture-holder may open a new account for the Company. If the Debenture-holder
does not open a new account, then unless the Debenture-holder gives express
written notice to the contrary to the Company, it shall nevertheless be treated
as if it had done so at the time when it received or was deemed to have received
such notice and

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                                      - 4 -

as from that time all payments made by the Company to the Debenture-holder shall
be credited or be treated as having been credited to the new account and shall
not operate to reduce the amount due, owing or payable by the Company to the
Debenture-holder at the time when it received or was deemed to have received
such notice.

4.              FURTHER ASSURANCES

                The Company hereby covenants at any time, if and when required
by the Debenture-holder, to execute such further legal or other mortgages,
charges, pledges, assignments or other securities in favour of the
Debenture-holder as the Debenture-holder shall require in respect of all or any
of the Charged Assets, to secure the Secured Indebtedness, such further
mortgages, charges, pledges, assignments or other securities to be prepared by
or on behalf of the Debenture-holder, at the cost and expense of the Company,
and to contain: (i) an immediate and unrestricted power of sale without notice,
(ii) a clause excluding any other restrictions imposed by any Ordinance,
enactment or law on the power of sale, (iii) a clause excluding any restrictions
imposed by any Ordinance, enactment or law on the consolidation of mortgages or
charges or other securities, and (iv) such other clauses and provisions for the
benefit of the Debenture-holder as the Debenture-holder may reasonably require.

5.              COVENANTS

5.01            The Company hereby covenants that, during the continuance of
this security, it will:-

        (a)     duly and punctually pay and discharge all debts, obligations and
                liabilities which by virtue of the provisions of the Companies
                Ordinance, or otherwise, would have preference to the floating
                charge hereby created, and all rents, rates, taxes, outgoings
                and impositions payable in respect of any premises now or from
                time to time hereafter owned, tenanted, occupied or used by the
                Company, and, when required, produce to the Debenture-holder
                receipts or other evidence satisfactory to the Debenture-holder
                that such payments have been made, or (as the case may be) such
                obligations and liabilities have been discharged;

        (b)     pay into the Company's account(s) with the Debenture-holder (or
                such other accounts as the Debenture-holder may from time to
                time specify) all moneys which it may receive in respect of all
                book and other debts, accounts receivable and securities for
                money hereby charged by it fourthwith on receipt (except to the
                extent that the Debenture-holder may agree otherwise in writing)
                and, pending such payment, to hold such moneys on trust for the
                Debenture-holder) charge, factor, assign or otherwise dispose of
                or deal with any of the same or purport or attempt so to do;

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                                      - 5 -

        (c)     if so required by the Debenture-holder, give notice (in such
                form as the Debenture-holder may require) to any relevant third
                party requiring payment into the Company's account(s) with the
                Debenture-holder of all moneys due or to become due to the
                Company from that third party;

        (d)     if so required by the Debenture-holder, deposit with the
                Debenture-holder (i) all stock and share certificates and
                documents of title relating to the Shares, and (ii) such
                instruments of transfer in blank and other documents as the
                Debenture-holder may require for perfecting the title of the
                Debenture-holder to the Shares (duly executed by or signed on
                behalf of the registered holder), or for vesting or enabling the
                Debenture-holder to vest the same in itself, or its nominees, or
                in any purchaser;

        (e)     Observe and perform all restrictive and other covenants and
                stipulations for the time being affecting all land and buildings
                of which the Company is the owner or the tenant or affecting the
                mode of user or enjoyment of such land and buildings or
                affecting its industrial or intellectual property or other
                licences or its ancillary or connected rights, and will not,
                without the prior written consent of the Debenture-holder, enter
                into any onerous or restrictive obligation with regard thereto
                or do or suffer or omit to be done any act, matter or thing
                whereby any provision of any Ordinance, enactment, decree, order
                or regulation from time to time in force affecting any such
                property or rights shall be infringed;

        (f)     Keep all its buildings and erections and all the plant,
                machinery, equipment, accessories, fixtures, fittings, vehicles
                and other effects and every part thereof in good and substantial
                repair and in good working order and condition, and not pull
                down or remove any of the same without the prior written consent
                of the Debenture-holder, except in the ordinary course of use,
                repair, maintenance or improvements;

        (g)     Insure and keep insured such parts of the Charged Assets as are
                of an insurable nature against loss or damage by fire and
                other usual risks and such other risks as the Debenture-holder
                may require in the full amount of their reinstatement value (due
                allowance being made for inflation during the period of
                insurance and reinstatement) in such name and in such offices as
                the Debenture-holder shall in writing approve on terms requiring
                the insurers not to cancel the policy without giving at least
                thirty days prior notice to the Company and pay all premiums and
                moneys necessary for effecting and keeping up such insurances on
                the first day on which the same ought to be paid and to have the
                interest of the Debenture-holder noted on any such policy or
                policies and if required to deliver to the Debenture-holder such
                policy and the receipt (or other evidence of payment
                satisfactory to the Debenture-holder) for every premium payable
                in respect thereof;

<PAGE>

                                      - 6-

        (h)     hold all moneys received on any insurance affected pursuant to
                Clause 5.01(g) in respect of loss or damage to the Charged
                Assets on trust for the Debenture-holder to be applied in making
                good the loss or damage in respect of which the money is
                received or in or towards discharge of the sums for the time
                being owing hereon as the Debenture-holder may in its absolute
                discretion require; and

        (i)     inform the Debenture-holder immediately of any proposal to
                become and on becoming bound to complete the purchase of (or
                otherwise becoming entitled to) any estate or interest in an
                real property after the date hereof and if so required by the
                Debenture-holder, to deposit with the Debenture-holder the deeds
                and documents of title relating thereto and to any other
                property forming part of the Charged Assets.

5.02            If default shall at any time be made in keeping the Charged
Assets or any part thereof in such state of repair as covenanted in Clause 5.01
or in effecting or keeping up such insurances as covenanted in Clause 5.01 or
producing any such policy or receipt (or other evidence of payment satisfactory
to the Debenture-holder) to the Debenture-holder on demand the Debenture-holder
may put or keep the Charged Assets or any part thereof in repair (with power to
enter upon the Charged Assets for that purpose) and/or, as the case may be, may
insure and keep the same insured in any sum which the Debenture-holder may think
expedient and all costs incurred by the Debenture-holder under this provision
shall be deemed to be properly incurred by the Debenture-holder and so that the
Company shall on demand repay to the Debenture-holder any sums of money expended
by it for the above purpose with interest at such rate of interest per annum
charged by the Debenture-holder from time to time on unauthorized overdrafts. If
the Company shall have failed to deliver on demand as aforesaid the policy or
current premium receipt (or other evidence as aforesaid) in respect of any
portion of the Charged Assets the Debenture-holder shall be entitled to assume
that the Company has made default in insuring the same as covenanted in Clause
5.01.

6.              ENFORCEMENT OF SECURITY

                At any time after demand by the Debenture-holder for the payment
of the Secured Indebtedness, the Debenture-holder and any nominee of the
Debenture-holder wheresoever situate may exercise, without further notice and
without first appointing a Receiver hereunder, all the powers and discretions
conferred by this Debenture on a Receiver appointed hereunder.

7.              RECEIVERSHIP

7.01            At any time after demand by the Debenture-holder for the payment
of the Secured Indebtedness, the Debenture-holder may appoint any one or more
persons to be a Receiver of the Charged Assets, or any part thereof, and may
from time to time fix his remuneration (which shall be of such amount as may be
agreed from time to time between

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                                      - 7 -

the Debenture-holder and such Receiver) and may remove anyReceiver so appointed
and appoint another in his place.

7.02            A Receiver so appointed shall be the agent of the Company, and
the Company shall be solely responsible for his acts or defaults and for his
remuneration.

7.03            A Receiver so appointed shall have power:-

        (a)     to take possession of, collect and get in all or any of the
                Charged Assets, exercise in respect of the Shares all voting or
                other powers or rights available to a registered and/or
                beneficial (as appropriate) owner thereof in such manner as he
                may think fit and to take, defend, or abandon any proceedings
                in the name of the Company or otherwise as may seem expedient;

        (b)     to carry on or authorize or concur in carrying on the business
                of the Company, or any part thereof, and to manage, conduct,
                reconstruct, amalgamate or diversify the business of the Company
                or any part thereof (including power to acquire, develop or
                improve properties or other assets) without being responsible
                for loss or damage, and for such purpose or for any purpose
                incidental to the exercise of the powers granted herein to raise
                or borrow money from or incur any other liability to the
                Debenture-holder or others on such terms with or without
                security as he may think fit and so that any such security may
                be or include a charge on all or any part of the Charged Assets
                ranking in priority to this security or otherwise;

        (c)     whether forthwith or later to sell by public auction or private
                contract, let, surrender or accept surrenders, grant leases,
                tenancies or licences or otherwise dispose of or deal with all
                or any of the Charged Assets in such manner, for such
                consideration and generally on such terms and conditions as he
                may think fit, with full power to convey or otherwise transfer
                such Charged Assets in the name of the Company or other the
                estate owner. Any such consideration may be cash, debentures, or
                other obligations, shares, stock or other valuable consideration
                and may be payable immediately or by instalments spread over
                such period or periods as he shall think fit, and so that any
                consideration received or receivable shall ipso facto forthwith
                be and become charged with the payment and discharge of the
                Secured Indebtedness. Plant, machinery, equipment, accessories
                and other fixtures and fittings may be severed and sold
                separately from any premises of the Company containing them,
                without the consent of the Company being obtained thereto, and
                he may, without the consent of the Company, apportion any rent
                and the performance of any obligations affecting any premises of
                the Company sold by him;

        (d)     to promote the formation of companies with a view to the same
                purchasing all or any of the Charged Assets or otherwise;

<PAGE>

                                      - 8 -

        (e)     to make any arrangement settlement or compromise or enter into
                or cancel any contracts which he shall think expedient in the
                interests of the Debenture-holder;

        (f)     to make and effect all repairs, renewals and improvements and to
                maintain, renew, take out or increase insurances;

        (g)     to appoint manages, agents, officers and employees for any of
                the aforesaid purposes at such salaries and for such periods as
                he may determine and to dismiss the same;

        (h)     to make calls conditionally or unconditionally on the members of
                the Company in respect of uncalled capital with the same powers
                of enforcing payment of any calls so made as are by the Articles
                of Association of the Company conferred upon the Directors
                thereof and to the exclusion of the Directors' powers in that
                behalf;

        (i)     to sign any document, execute any deed and do all such other
                acts and things as may be considered to be incidental or
                conducive to any of the matters or powers aforesaid or to the
                realization of the Debenture-holder's security, and to use the
                name of the Company for all or any of the purposes aforesaid;
                and

        (j)     generally on behalf and at the cost of the Company
                (notwithstanding liquidation of the Company) to do or omit to do
                anything which the Company could do or omit to do in relation to
                the Charged Assets or any part thereof.

8.              SALE OF CHARGED ASSETS

8.01            No restrictions imposed by any Ordinance, enactment or law on
any immediate or other power of sale, or on the consolidation of mortgages or
charges or other securities shall apply to this Debenture or to any security
given to the Debenture-holder pursuant hereto.

8.02            Any sale or other disposition by or on behalf of the
Debenture-holder, or any of its nominees, or a Receiver appointed hereunder may
be made upon such terms as to indemnity as the Debenture-holder or such Receiver
may think fit.

8.03            Upon any such sale or other disposition and upon any other
dealing or transaction under the provisions herein contained the receipt of the
Debenture-holder or the Receiver for the purchase money of the property or asset
sold or for any other moneys paid to or other consideration received by it or
him shall effectually discharge the purchaser or person paying or giving the
same therefrom and from being concerned to see to the application or being
answerable for the loss, non-application or mis-application thereof.

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                                      - 9 -

8.04            No purchaser or other person shall be bound or concerned to see
or enquire whether the right of the Debenture-holder, or any of its nominees, or
any Receiver appointed hereunder to exercise any of the powers conferred by this
Debenture has arisen or not or be concerned with notice to the contrary or with
the propriety of the exercise or purported exercise of such powers.

8.05            Neither the Debenture-holder nor the Receiver shall be
answerable for any losses which may arise in the exercise of any of their powers
or trusts nor shall they be liable by reason of any entry into possession of the
Charged Assets or any part thereof to account as mortgagee in possession for any
moneys except actual receipts or be liable for any loss on realization or for
any default or omission for which a mortgagee in possession may be liable.

9.              COSTS AND EXPENSES, INDEMNITY

9.01            The Company hereby covenants with the Debenture-holder, on
demand, to pay all costs and expenses incurred in connection with the
preparation of this Debenture and by the Debenture-holder or by any Receiver
appointed hereunder in the exercise of any powers, rights or remedies conferred
by this Debenture, or which the Debenture-holder or such Receiver shall properly
incur in or about the preservation or attempted preservation of this security or
the preservation or attempted preservation or the sale or attempted sale of all
or any part of the Charged Assets, together with interest at such rate of
interest per annum charged by the Debenture-holder from time to time on
unauthorised overdrafts.

9.02            The Company hereby agrees to indemnify both the Debenture-holder
and the Receiver against all losses actions claims expenses demands and
liabilities whether in contract tort or otherwise now or hereafter incurred by
it or him or by any manager, agent, officer or employee for whose liability act
or omission it or he may be answerable for anything done or omitted in the
exercise or purported exercise of the powers herein contained or occasioned by
any breach by the Company of any of its covenants or other obligations to the
Debenture-holder. The Company shall so indemnify the Debenture-holder and the
Receiver on demand and shall pay interest on the sums demanded at such rate of
interest per annum charged by the Debenture-holder from time to time on
unauthorised overdrafts.

10.             APPLICATION OF PROCEEDS

10.01           All moneys received by a Receiver appointed hereunder and/or by
the Debenture-holder shall be applied, first, in or towards the payment of such
Receiver's remuneration and the costs and expenses of or incidental to
realisation of such moneys and to the exercise of any of the powers hereby
conferred upon such Receiver and/or the Debenture-holder, secondly, in or
towards the payment of any debts, liabilities or other imposts which are by
Ordinance (including, without limitation, Sections 79 and 265 of the Companies
Ordinance) or enactment or law made payable in preference to the moneys hereby
secured to the extent to which such debts, liabilities or imposts are made so
payable and, thirdly, in or towards the payment, discharge or satisfaction of
such of the Secured

<PAGE>

                                     - 10 -

Indebtedness owing to the Debenture-holder as it may in its absolute discretion
from time to time determine; provided that all or any moneys received on any
insurance which the Company is liable to effect or maintain under this Debenture
shall, if the Debenture-holder so requires, be applied in making good the loss
and damage in respect of which the money was received and provided further that
all or any such moneys may in the absolute discretion of the Debenture-holder or
Receiver be credited to any suspense account and may be held in such account for
so long and in such manner as the Debenture-holder may think fit and the
Receiver may retain the same for such period as he may consider expedient.

10.02           The Debenture-holder and/or a Receiver may convert any moneys
received, recovered or realized under this Debenture (including the proceeds of
any previous conversion under this Clause 10.02) from their existing currency of
denomination into such other currency of denomination as the Debenture-holder
and/or the Receiver may think fit and any such conversion shall be effected at
the then prevailing spot selling rate of exchange for such other currency
against the existing currency quoted by the Debenture-holder.

10.03           No payment to the Debenture-holder under this Debenture pursuant
to any judgment or order of any court or otherwise shall operate to discharge
any obligation or liability of the Company in respect of which it was made
unless and until payment in full shall have been received in the currency in
which such obligation or liability was incurred and to the extent that the
amount of any such payment shall, on actual conversion into such currency, fall
short of the amount of the such obligation or liability expressed in that
currency the Debenture-holder shall have a further separate cause of action
against the Company for the recovery of the amount of the shortfall.

11.             POWER OF ATTORNEY

                The Company, by way of security, hereby irrevocably appoints the
Debenture-holder and any Receiver appointed hereunder jointly and also severally
to be its attorney to insert the name of the Debenture-holder, or its nominees,
or of any purchaser, or to make any other alteration or addition in any
instruments of transfer or documents which the Debenture-holder may require for
perfecting its title to or for vesting any of the Charged Assets in the
Debenture-holder, or its nominees, or in any purchaser, and to redeliver the
same thereafter, and otherwise generally for it, and in its name, and on its
behalf, and as its act and deed or otherwise, to execute, seal and deliver and
otherwise perfect and do any such legal or other mortgage, charge, pledge,
assignment or other security referred to in Clause 4, and all such deeds,
assurances, agreements, instruments, acts and things which may be required for
the full exercise of all or any of the powers hereby conferred or which may be
deemed proper on or in connection with any sale, lease, disposition, realisation
or getting in by the Debenture-holder or by such Receiver of the Charged Assets,
or any part thereof, under any power applicable thereto. The Company hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or
thing which any such attorney may execute or do.

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                                     - 11 -

12.             TRUSTEESHIP

                The Company hereby declares that, as and when the security
created by this Debenture shall become enforceable, it will hold all the Charged
Assets (subject to the Company's right of redemption) upon trust to convey,
assign, transfer or otherwise dispose of or deal with the same in such manner
and to such person as the Debenture-holder shall direct, and declares that it
shall be lawful for the Debenture-holder to appoint new trustees of the Charged
Assets, or any part thereof, and, in particular, at any time or times to appoint
new trustees thereof in place of the Company as if the Company desired to be
discharged from the trust or in place of any trustee appointed under this power
as if he or it were dead or had been dissolved.

13.             CONTINUING SECURITY

13.01           This security shall be a continuing security notwithstanding any
settlement of account, or other matter whatsoever, and is in addition to and
shall not merge with or otherwise prejudice or affect the security created by
any deposit of documents or any guarantee, indemnity, lien, pledge, bill, note,
mortgage, debenture, charge, assignment or other security, general lien or right
of set off now or hereafter held by or available to the Debenture-holder for any
money, obligation or liability hereby secured, or any power, right or remedy of
the Debenture-holder in respect of the same, and shall not be in any way
prejudiced or affected thereby, or by the invalidity thereof, or by the
Debenture-holder now or hereafter dealing with, exchanging, releasing, modifying
or abstaining from perfecting or enforcing any of the same, or any power, right
or remedy which the Debenture-holder may now or hereafter have, or by the
Debenture-holder giving time for payment or any other indulgence to the Company
or any other person liable or compounding with the Company or any other person
liable.

13.02           Any release, discharge or settlement hereunder shall be
conditional upon no security, disposition or payment or the Secured Indebtedness
by the Company or any other person being avoided, reduced or repaid for any
reason and the Debenture-holder shall be entitled to enforce this Debenture if
such condition is not fulfilled as if such release, discharge or settlement had
not occurred.

13.03           The Company hereby agrees that the Debenture-holder may, at any
time without notice, combine or consolidate all or any of the Company's then
existing accounts with the Debenture-holder (of any nature or description
whatsoever and whether subject to notice or not), and set-off or transfer any
sum standing to the credit of any one or more such accounts wheresoever situate
in or towards satisfaction of any liabilities of the Company to the
Debenture-holder under this Debenture whether such liabilities be present or
future, actual or contingent, primary or collateral, and several or joint.

14.             NO WAIVER AND REMEDIES CUMULATIVE

                Any waiver by the Debenture-holder of any breach of any
covenant, undertaking, term or condition contained in this Debenture or other
relaxation or

<PAGE>

                                     - 12 -

indulgence granted at any time by the Debenture-holder to the Company shall,
without any express reservation to that effect by the Debenture-holder, be
deemed to be without prejudice to and shall not affect the exercise at any time
thereafter by the Debenture-holder of any power, right or remedy under this
Debenture as though no such waiver had been made or relaxation or indulgence
granted. No failure or delay on the part of the Debenture-holder to exercise any
power, right or remedy under this Debenture shall operate as a waiver thereof,
nor shall any single or partial exercise by the Debenture-holder of any power,
right or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other power, right or remedy hereunder. The rights and remedies
provided herein are cumulative and are not exclusive of any rights or remedies
provided by law.

15.             WARRANTIES

                It is hereby certified, and the Company hereby represents and
warrants to the Debenture-holder that neither the execution of this Debenture,
nor the creation of any of the charges herein contained contravenes, or is
inconsistent or in conflict with, any provision of its Memorandum or Articles of
Association, or the Companies Ordinance or any other Ordinance, enactment, law,
decree, order, regulation, licence, franchise, consent, permit, security,
instrument, agreement or document binding upon or affecting the Company or any
of its undertaking, property, assets or rights.

16.             NOTICES

16.01           Any notice or demand for payment by the Debenture-holder under
this Debenture shall, without prejudice to any other effective mode of giving or
making the same, be deemed to have been sufficiently given or made under this
Debenture on the Company if served on any one of the Directors or on the
Secretary of the Company personally or if left or sent by post to the Company at
its registered office, and, in the case of posting, shall be assumed to have
reached the addressee within 48 hours of posting, and in proving such service it
shall be sufficient to prove that the notice or demand was properly addressed
and posted.

16.02           Any such notice or demand or any certificate as to the amount at
any time due or owing by the Company to the Debenture-holder or secured by this
Debenture shall be conclusive and binding upon the Company if signed by any duly
authorised officer of the Debenture-holder.

17.             GOVERNING LAW AND JURISDICTION

17.01           This Debenture shall be governed by and construed in all
respects in accordance with the laws of Hong Kong.

17.02           The Company agrees that any legal action or proceedings in
connection with this Debenture may be brought in the Courts of Hong Kong,
irrevocably submits to the jurisdiction of such Courts and waives any objection
which it may have now or hereafter to

<PAGE>

                                     - 13 -

the laying of the venue of any such legal action or proceedings. The submission
by the Company to the jurisdiction of the Hong Kong Courts shall not (and shall
not be construed so as to) limit the right of the Debenture-holder to take
proceedings against the Company in whatsoever jurisdictions shall to it seem
fit, nor shall the taking or proceedings in any one or more jurisdictions
preclude the taking of proceedings in any other jurisdiction, whether
concurrently or not.

18.             SEVERABILITY

                Any provision of this Debenture prohibited by or unlawful or
unenforceable under any applicable law actually applied by any court of
competent jurisdiction shall, to the extent required by such law, be severed
from this Debenture and rendered ineffective so far as is possible without
modifying the remaining provisions of this Debenture. Where, however, the
provisions of any such applicable law may be waived, they are hereby waived by
the Company to the full extent permitted by such law to the end that this
Debenture shall be a valid and binding Debenture enforceable in accordance with
its terms.

                IN WITNESS whereof this Debenture has been duly executed by the
Company the date first above written.

<PAGE>

                                     - 14 -

SEALED with the COMMON SEAL of     )
                                   )
CONCORD CAMERA HK LIMITED          )           /s/ Gerald John Angeli
                                   )
([ILLEGIBLE]) in the presence      )
                                   )
of and SIGNED by Gerald John       )           /s/ Joseph Leonardo
Angeli and Joseph                  )
Leonardo, directors                )
in the presence of :-              )


/s/ Tong Gee Kit
------------------------
Tong Gee Kit
Johnson Stokes & Master
Solicitor, Hong Kong SAR                                   [SEAL]

</TEXT>
</DOCUMENT>
