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                                                                   EXHIBIT 10.14


                     AMENDMENT NO. 3 TO TERMS OF EMPLOYMENT
                                       OF
                                GERALD J. ANGELI
                                      WITH
                              CONCORD CAMERA CORP.


         AMENDMENT No. 3, dated as or January 1, 2003, to Terms of Employment
dated as of April 17, 2000, as heretofore amended (as amended, the "Agreement")
by and between CONCORD CAMERA CORP. (the "Company") and GERALD J. ANGELI (the
"employee").

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

         1.  Section 3 of the Agreement is hereby deleted and replaced in its
             entirety with the following:

             "3)  TERM

                  The term hereof shall commence as of January 1, 2003 and
                  shall continue thereafter, year-to-year, until terminated in
                  accordance with Section 15 below. The employment may be
                  terminated in accordance with Section l5 below at any time
                  during the term."

         2.  In the first sentence of Section 5 of the Agreement (entitled
             "Compensation"), the salary is hereby increased to $200,000 per
             annum effective as a January 1, 2003.

         3.  Effective as of January 25, 2003, the previous Code of Conduct
             attached to the Agreement as Exhibit B (dated August 10, 2000) is
             hereby deleted and replaced in its entirety with the Exhibit B,
             dated January 12, 2003, attached hereto.

         4.  Section 15 of the Agreement is deleted and replaced in its entirery
             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.


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                  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:

                           (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, in lieu of notice, for the remainder
                  of such notice period (the "Notice Payments"); and

                           (b) as additional consideration for 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 (net of 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. By way of example, if pursuant to
                  this section: (i) the employee receives Notice Payments equal
                  to one (1) month's base salary, then his Non-Compete Payment
                  will be for eleven (11) months' base salary; (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; or (iii) the employee
                  receives Notice Payments equal to three (3) month's base
                  salary, then his Non-Compete Payment will be for nine (9)
                  months' base salary.

                  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 or any Notice Payments 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.

                  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."


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

         6.  Except as otherwise provided in paragraph 3 above, the foregoing
             amendments are effective as of January 1, 2003. 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.

EMPLOYEE:                                    CONCORD CAMERA CORP.


/s/ Gerald J. Angeli                         By: /s/ Keith L. Lampert
-----------------------------                --------------------------------
Gerald J. Angeli                                 Keith L. Lampert
                                                 Executive Vice President and
                                                 Chief Operating Officer

Date: 4-15-03                                Date: 4-21-03


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