Exhibit 10.3

                     AMENDMENT NO. 7 TO TERMS OF EMPLOYMENT
                                       Of
                                GERALD J. ANGELI
                                      With
                              CONCORD CAMERA CORP.

      This  AMENDMENT  NO. 7 TO TERMS OF  EMPLOYMENT is effective as of June 24,
2008 (this "Instrument") by and between CONCORD CAMERA CORP. (the "Company") and
Gerald J. Angeli ("Employee").

                                    RECITALS

      A.     The  Employee is currently  employed by the Company pursuant to the
Terms of  Employment,  dated as of April 17,  2000,  as  thereafter  amended (as
amended, the "Agreement"), between the Company and the Employee.

      B.     The parties desire to modify the Agreement as set forth herein.

      NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.     Capitalized  terms used but not defined  herein  have the  meanings
assigned to them in the Agreement.

      2.     Section 15, Termination,  of the Agreement is hereby deleted in its
entirety and replaced with the following:

            "15) Termination

            The Company may terminate the employee for cause at any time without
            notice.  "Cause shall mean: (i) continued failure to obey reasonable
            instructions  of the  person(s) to whom the employee  reports;  (ii)
            continued  neglect of duties  and  responsibilities;  (iii)  willful
            misconduct;  (iv) fraud or  dishonesty;  (v) any action in bad faith
            which  is to  the  detriment  of  the  Company  and/or  any  of  its
            subsidiaries  or affiliates;  (vi) failure to comply with any of the
            provisions  set forth in Exhibit A; or (vii)  failure to comply with
            the Code of Conduct annexed as Exhibit B.

            Either  party  may  terminate  at any time for any  reason or for no
            reason upon giving the other party three (3) months' written notice.
            If the Company  terminates  the  employee  for any reason other than
            cause, or for no reason and

            (a)     if such termination is made effective  immediately or at any
            other time before the  expiration  of the foregoing  3-month  notice
            period,  then the Company shall pay the  employee's  base salary and
            automobile  allowance,  in lieu of notice, for the remainder of such
            notice period (the "Notice Payments").


<PAGE>

            If the Company  terminates  the  employee  for any reason other than
            cause,  or  for  no  reason,  as  additional  consideration  of  the
            covenants  of employee  set forth in Section 16 and Exhibit A, then,
            after the  Company  has made any Notice  Payments  the  employee  is
            entitled to receive  pursuant to  subparagraph  (a) of this section,
            the employee  shall  receive a payment (the  "Non-Compete  Payment")
            equal to up to twelve (12) months' of his base salary and automobile
            allowance  (net  the  required  withholding).   Notwithstanding  any
            provision of this  Agreement to the contrary,  in no event shall the
            employee receive Notice Payments and/or a Non-Compete Payment which,
            when  aggregated,  exceed twelve (12) months' of his base salary and
            automobile  allowance.  By way  of  example,  if  pursuant  to  this
            section:  (i) the employee  receive Notice Payments equal to one (1)
            month's base salary and automobile  allowance,  then his Non-Compete
            Payment will be for eleven (11)  months' base salary and  automobile
            allowance;  (ii) the  employee  instead  receives  three (3) months'
            notice, such that there are no Notice Payments, then his Non-Compete
            Payment will be for twelve (12)  months' base salary and  automobile
            allowance;  or (iii) the employee  receives Notice Payments equal to
            three (3) month's  base salary and  automobile  allowance,  then his
            Non-Compete  Payment  will be for nine (9)  months'  base salary and
            automobile allowance.

            Additionally,  if the Company terminates the employee for any reason
            other than cause or for no reason  and if the  employee,  by written
            notice to the Company,  (i) elects COBRA continuation  coverage (for
            the period after the termination effective date) under the Company's
            insurance  policies  by which the  employee  is then  covered or, if
            COBRA continuation  coverage under the Company's  insurance policies
            is not available for any portion of the one (1) year post-employment
            period, (ii) obtains medical,  dental and vision insurance coverages
            substantially  similar to the medical,  dental and vision  insurance
            coverages  under the Company's  insurance  policies in effect at the
            time  COBRA  continuation  coverage  under the  Company's  insurance
            policies is no longer  available,  then the Company shall  reimburse
            the employee for the premiums paid by the employee thereunder during
            the one (1) year  post-employment  period  which  shall run from the
            termination effective date. The Company shall make each such premium
            reimbursement  payment  within  seven (7) days after its  receipt of
            notice of payment thereof by the employee.

            Any and all Notice  Payments and the  Non-Compete  Payment  shall be
            payable in installments (net of required  withholding) in accordance
            with the Company's  normal payroll schedule and shall not be payable
            simultaneously. The Company's obligation to make any Notice Payments
            and/or the  Non-Compete  Payment is conditioned  upon the employee's
            prior and continued compliance with all provisions of this Agreement
            including,  but not  limited  to,  those set forth in Section 16 and
            Exhibit A.

            If the employee's employment is terminated by the Company for cause,
            or by the employee, then the employee will not receive a Non-Compete
            Payment, any Notice Payments or any payment for COBRA coverage,  but
            all of his  obligations  under  the  provisions  of this  Agreement,
            including  but not  limited  to those  set forth in  Section  16 and
            Exhibit A, nevertheless remain in full force and effect.


<PAGE>

            In the  event  that the  employee's  employment  terminates  for any
            reason at all, voluntarily or involuntary,  benefits provided to the
            employee  will  terminate  as of the last day of  employment  unless
            otherwise specified in any employee benefit plan or unless otherwise
            specified as a matter of law."

      3.     The following new Section 23 is hereby added to the Agreement:

            "23. Section 409A of the Code.

            This  Agreement  is  intended  to comply  with  Section  409A of the
            Internal Revenue Code of 1986, as amended (the "Code") to the extent
            applicable,  and shall be so interpreted.  Notwithstanding  anything
            herein to the  contrary,  (i) if at the time of a  "separation  from
            service"  from the Company,  the employee is a "specified  employee"
            (as  such  terms  are  defined  in  Section  409A  and  any  related
            regulations or other pronouncements  thereunder) and the deferral of
            the  commencement  of any  payments  or benefits  otherwise  payable
            hereunder as a result of such  separation  from service is necessary
            in order to prevent any  accelerated or additional tax under Section
            409A, then the Company will defer the commencement of the payment of
            any such  payments or benefits  hereunder  (without any reduction in
            such  payments  or  benefits  ultimately  paid  or  provided  to the
            employee) until the date that is six months following the employee's
            separation from service from the Company (or the earliest date as is
            permitted under Section 409A). To the extent any  reimbursements  or
            in-kind   benefits  due  to  the  employee   under  this   Agreement
            constitutes  "deferred  compensation"  under Section 409A,  any such
            reimbursements  or in-kind benefits shall be paid to the employee in
            a manner  consistent with Treas.  Reg.  Section  1.409A-3(i)(1)(iv).
            Each  payment made under this  Agreement  shall be  designated  as a
            "separate  payment" within the meaning of Section 409A.  Neither the
            Company nor any of its employees or  representatives  shall have any
            liability to the employee with respect to Section 409A."

      4.     Except as hereby amended, all of the terms and conditions set forth
      in the Agreement are and shall remain in full force and effect.

      IN WITNESS  WHEREOF,  the parties  executed this Instrument as of the date
first set forth above.

EMPLOYEE:                                  CONCORD CAMERA CORP.

   /s/   Gerald J. Angeli                  By:    /s/   Ira B. Lampert
--------------------------------              ----------------------------------
Name:  Gerald J. Angeli                       Name:  Ira B. Lampert
                                              Title: Chief Executive Officer

Dated:  June 24, 2008                      Dated:  June 24, 2008