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                                                                   EXHIBIT 10.12

                        AMENDMENT TO TERMS OF EMPLOYMENT
                                       OF
                                GERALD J. ANGELI
                                      WITH
                              CONCORD CAMERA CORP.

         AMENDMENT, dated as of June 11, 2001, to Terms of Employment dated as
of April 17, 2000 (the "Agreement") by and between CONCORD CAMERA CORP. (the
"Company") and GERALD J. ANGELI (the "executive").

         FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged, the Agreement is hereby amended as follows:

         1. Section 5 of the Agreement is hereby deleted and replaced in its
entirety with the following:

          "5)  COMPENSATION

               Salary: $190,000 per annum payable in accordance with the
               Company's normal payroll policies for employees. The aforesaid
               salary is to be reviewed on an annual basis.

               Overseas Allowance: For working overseas as set forth herein, the
               executive will receive an additional $25,000 per annum, payable
               in quarterly installments at the end of each fiscal quarter
               commencing with the quarter ending July 1, 2001. The executive
               will be entitled to receive this allowance only if he works at
               the Company's locations in Hong Kong and/or the People's Republic
               of China ("Overseas") for at least six (6) months during the
               relevant fiscal year. If the executive spends less than six (6)
               months in a fiscal year working Overseas, the overseas allowance
               will be prorated accordingly.

               Deferred Compensation: The executive shall receive a one-time
               grant of deferred compensation equal to $115,000 with the entire
               amount to be deposited by the Company into a deferred
               compensation account created for this purpose. The deferred
               compensation shall vest, so long as the executive continues to be
               employed by the Company, in the following installments:

                         (a) as to $11,500 on June 11, 2002;
                         (b) as to $11,500 on June 11, 2003;
                         (c) as to $23,000 on June 11, 2004;
                         (d) as to $34,500 on June 11, 2005; and
                         (e) as to $34,500 on June 11, 2006.



               The Company will adopt a supplemental executive retirement plan
               (the "SERP") for the benefit of the executive, setting forth the
               terms and conditions under which the deferred compensation will
               be paid to the executive. The executive will not be entitled to
               have any portion of the deferred compensation distributed from
               the SERP account (even after he has vested as to same, pursuant
               to the terms of the SERP) prior to the earlier of June 11, 2006
               or the termination of the executive's employment with the
               Company."

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          2.   Unless otherwise provided herein, all capitalized terms shall
               have the meaning assigned to such terms in the Agreement.

          3.   Except as hereby amended, the Agreement shall continue in full
               force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

EXECUTIVE:                                   CONCORD CAMERA CORP.



/s/ Gerald J. Angeli                        By. /s/ Keith L. Lampert
------------------------------                 --------------------------------
Gerald J. Angeli                                Keith L. Lampert
                                                Vice President of Worldwide
                                                Operations


Date: 7-12-01                               Date: 7/16/01
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