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                                                                    Exhibit 10.7

                                 AMENDMENT NO. 3
                                       TO
              SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND AGREEMENT

                               FOR HARLAN I. PRESS


         This Amendment No. 3 (this "Amendment"), dated as of November 28, 2005,
amends the Supplemental Executive Retirement Plan and Agreement for Harlan I.
Press dated as of April 19, 2000, as amended to date (the "SERP"), by and
between Concord Camera Corp., a New Jersey corporation, and Harlan I. Press (the
"Executive").

         WHEREAS, pursuant to Section 885(f) of the American Jobs Creation Act
of 2004 Public Law 108-357 (the "Act"), the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"), will be applicable to
certain nonqualified deferred compensation plans, as defined in such Section
409A, with respect to amounts deferred after December 31, 2004;

         WHEREAS, amounts deferred on or prior to December 31, 2004 but not
vested on such date will be subject to Section 409A;

         WHEREAS, amounts deferred and vested on or prior to December 31, 2004
will not be subject to Section 409A provided the plan under which the deferred
amounts were made is not materially modified after October 3, 2004
("Grandfathered Amounts");

         WHEREAS, on December 20, 2004, the United States Department of the
Treasury and the Internal Revenue Service published Notice 2005-1 ("Notice
2005-1") to provide transitional guidance under Section 409A of the Code;

         WHEREAS, Notice 2005-1 permits an amendment of a plan on or prior to
December 31, 2005 to terminate the plan as to Grandfathered Amounts and
distribute the Grandfathered Amounts without subjecting the Grandfathered
Amounts to Section 409A, provided that the Grandfathered Amounts are includible
in the participant's income in calendar year 2005; and

         WHEREAS, the parties hereto desire to amend the SERP to terminate the
SERP as to the Grandfathered Amounts and to provide for the distribution of the
Grandfathered Amounts during calendar year 2005.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree to the following:

         1. The SERP is hereby amended as of the date hereof to add the
following new paragraph 9 to the end of Article IX:



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                  "9. An Account with a balance that was vested as of December
         31, 2004 is not subject to the provisions of Section 409A of the
         Internal Revenue Code of 1986, as amended (each such Account, a
         "Grandfathered Account" and, collectively, the "Grandfathered
         Accounts"). As of November 28, 2005, this Plan and Agreement is
         terminated as to Grandfathered Accounts. Notwithstanding any other
         provision of this Plan and Agreement to the contrary, the entire
         balance in each Grandfathered Account shall be distributed to the
         Executive on or before December 31, 2005. The provisions of paragraph
         10, Article V of this Plan and Agreement shall not apply to any such
         termination."

         2. Continued Effect. Except as hereby amended, the SERP shall remain in
full force and effect.

         3. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.


         IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.

CONCORD CAMERA CORP.


By:  /s/ Alan Schutzman                              /s/ Harlan I. Press
     ------------------------------                  --------------------------
       Name: Alan Schutzman                          Harlan I. Press
       Title: SVP & General Counsel













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