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                                                                  EXHIBIT 10.21


                              CONCORD CAMERA CORP.
                   AMENDED AND RESTATED DEFERRED DELIVERY PLAN


                             Article I. Introduction

         This Concord Camera Corp. Amended and Restated Deferred Delivery Plan,
as amended through June 30, 2004 (the "Plan") provides Participants with the
opportunity to defer the delivery of shares of common stock of Concord Camera
Corp. (the "Company") that would otherwise be received by the Participants upon
their exercise of stock options granted to them under the Concord Camera Corp.
1993 Incentive Plan (the "Incentive Plan") or any other stock option plan or
arrangement of the Company. The Plan is intended to provide Participants with
added incentives and induce them to remain employed with the Company. The Plan
creates an unfunded, nonqualified plan maintained for the purposes of providing
deferred compensation for a select group of management or highly compensated
employees as described in Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Income Retirement Security Act of 1974, and shall be construed and
administered accordingly.


                             Article II. Definitions

         When used herein with initial capital letters, the following words have
the following meanings:

         (a) Change of Control means the occurrence of any one of the following
events:

                  (i)      any "person," as such term is used in Sections
                           3(a)(9) and 13(d) of the Securities Exchange Act of
                           1934 (other than the Chief Executive Officer of the
                           Company and other members of management of the
                           Company designated by him), becomes a "beneficial
                           owner," as such term is used in Rule 13d-3
                           promulgated under that act, of 25% or more of the
                           Voting Stock of the Company;

                  (ii)     the majority of the Board of Directors of the Company
                           consists of individuals who are not members of the
                           Board of Directors on the effective date of the Plan
                           (the "Incumbent Directors"); provided that any person
                           becoming a director subsequent to such date whose
                           election or nomination for election was supported by
                           the Chief Executive Officer of the Company or
                           two-thirds of the directors who then comprised the
                           Incumbent Directors shall be considered to be an
                           Incumbent Director;

                  (iii)    the Company adopts any plan of liquidation providing
                           for the distribution of substantially all of its
                           assets;

                  (iv)     all or substantially all of the assets or business of
                           the Company are disposed of pursuant to a merger,
                           consolidation or other transaction (unless the
                           shareholders of the Company immediately prior to such
                           merger, consolidation or other transaction
                           beneficially own, directly or indirectly, in
                           substantially the same proportion as they owned the
                           Voting Stock of the Company, the Voting Stock or
                           other ownership interests of the entity or entities,
                           if any, that succeed to the business of the Company);
                           or

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06/30/04 approved

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                  (v)      the Company combines with another company and is the
                           surviving corporation but, immediately after the
                           combination, the shareholders of the Company
                           immediately prior to the combination hold, directly
                           or indirectly, 50% or less of the Voting Stock of the
                           combined company (there being excluded from the
                           number of shares held by such shareholders, but not
                           from the Voting Stock of the combined company, any
                           shares received by affiliates of such other company
                           in exchange for stock of such other company).

         (b) Code means the Internal Revenue Code of 1986, as amended.

         (c) Committee means the Compensation and Stock Option Committee of the
Board of Directors of the Company.

         (d) Corporate Officer means any officer who has been designated by the
Board of Directors of the Company as an "executive officer" of the Company and
as an "officer" for purposes of Section 16 of the Securities Exchange Act of
1934.

         (e) Deferral Election Form means the form pursuant to which a
Participant irrevocably elects, prior to the stock option exercise, to defer
Deferred Shares upon the exercise of the stock option and provides for such
other elections and information as the Committee may reasonably require.

         (f) Deferral Extension Form means the form pursuant to which a
Participant elects, after the stock option exercise and deferral transaction, to
extend the Deferral Period pursuant to paragraph (a) of Article IV.

         (g) Deferral Period means the period between the date on which a stock
option is exercised and the date to which the Participant elected subject to
paragraph (b) of Article VI to defer the delivery of the Deferred Shares
attributable to such stock option exercise, as such period may have been
extended by the Participant pursuant to paragraph (a) of Article IV.

         (h) Deferred Shares means, with respect to a deferral election, the
difference between the number of shares of Stock subject to the stock option (or
portion thereof) being exercised by a Participant and the number of shares of
Stock delivered to the Company by the Participant to satisfy the stock option
exercise price, less any shares of Stock used to satisfy withholdings due upon
such stock option exercise if such withholding is not otherwise paid to the
Company by the Participant in cash.

         (i) Deferred Stock Unit Account means the notational account maintained
by the Company for a Participant to which shall be credited the Deferred Shares
deferred by the Participant and the dividend equivalents with respect to such
Deferred Shares.

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         (j) Disability means the Participant's inability, due to physical or
mental incapacity, to substantially perform his or her duties and
responsibilities for a period of 180 consecutive days or for 180 days in a
365-day period.

         (k) Fair Market Value means the closing price for the Stock as
officially reported on the date immediately preceding the relevant date (or if
there were no sales on such date, on the next preceding date on which such
closing price was recorded) by the principal national securities exchange on
which the Stock is listed or admitted to trading, or, if the Stock is not listed
or admitted to trading on any such national securities exchange, the closing
price as furnished by the National Association of Securities Dealers through
Nasdaq or a similar organization if Nasdaq is no longer reporting such
information, or, if the Stock is not quoted on Nasdaq, as determined in good
faith by resolution of the Board (whose determination shall be conclusive),
based on the best information available to it.

         (l) Mature Stock means shares of Stock (i) purchased by a Participant
on the open market, (ii) received by a Participant upon the exercise of a stock
option and held by the Participant for at least six months or (iii) awarded to a
Participant by the Company and held by the Participant for at least six months
(provided, however, in the event the Stock was subject to forfeiture at the time
of the award, the Participant held such Stock for at least six months after the
forfeiture provisions lapsed).

         (m) Participant means a Corporate Officer who is eligible to
participate in the Plan pursuant to Article III and has made a deferral election
pursuant to Article IV.

         (n) Plan Year means the period during which the Plan records are kept.
The Plan Year shall be the calendar year.

         (o) Stock means the Company's common stock, no par value per share.

         (p) Stock Unit means a notational unit deemed to be equivalent to one
share of Stock.

         (q) Trust means the trust or trusts, if any, created by the Company to
provide funding for distribution of benefits in accordance with the provisions
of the Plan. The assets of any such Trust shall remain subject to the claims of
the Company's general creditors.

         (r) Trust Agreement means the written instrument pursuant to which each
Trust is created.

         (s) Trustee means the person or persons designated by the Company to
hold the Trust fund and to pay benefits and expenses as authorized by the terms
and provisions of the Trust Agreement.

         (t) Voting Stock means capital stock of any class or classes having
general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.

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                           Article III. Participation

         Any Corporate Officer designated by the Committee as eligible to
participate in the Plan may participate in the Plan as to any and all
outstanding non-qualified stock options awarded prior to or after the effective
date of such designation to that Corporate Officer under the Incentive Plan, or
any other stock option plan or arrangement of the Company, unless the Committee
or the Board of Directors of the Company determines otherwise. In certain
instances, the Committee or the Board may determine that a Corporate Officer is
eligible to participate in the Plan as to one or more outstanding stock options
which are intended to qualify as incentive stock options, as defined in Section
422 of the Code, for federal income tax purposes.


                     Article IV. Deferred Delivery Elections

         (a) A Participant may elect to defer receipt of the Deferred Shares
resulting from a stock-for-stock exercise of an exercisable stock option awarded
to the Participant under the Incentive Plan or any other stock option plan or
arrangement of the Company by completing and submitting a Deferral Election Form
to the Company by a date which is at least six (6) months in advance of the date
of exercise of the stock option; provided, however, that in the case of a stock
option that will expire within six months of the effective date of this Plan,
the Participant may complete and submit a Deferral Election Form by a date which
is at least five (5) months in advance of the date of exercise of the stock
option. A Participant may submit a superceding Deferral Election Form if the
superceding form provides for a Deferral Period which is both permitted under
paragraph (b) of Article VI and longer than the Deferral Period described in the
superceded Deferral Election Form; provided, however, that the revised form
shall be ineffective and shall not supercede the prior form if it is not
completed and submitted to the Company at least six (6) months in advance of the
date of exercise of the stock option.

         Provided the Deferral Period is permitted under paragraph (b) of
Article VI, after the date of the stock option exercise, a Participant: (i) may
elect to extend the Deferral Period by no less than two years per extension by
completing and submitting a Deferral Extension Form to the Company by a date
which is at least one year prior to the end of the Deferral Period, as the same
was scheduled, on the day before the date of the relevant extension election, to
end; and (ii) may make additional extension elections meeting the foregoing
requirements as often as once every twelve (12) months.

         The stock option exercise must occur on or prior to the expiration date
of the stock option and must be accomplished by delivering (actual delivery or
by attestation), on or prior to the exercise date, shares of Mature Stock having
a Fair Market Value equal to the exercise price.

         (b) At the time of each deferral election, the Participant shall be
required to make appropriate arrangements with the Company to pay any taxes
required to be withheld upon exercise of the stock option. The Company, in its
discretion, may permit the Participant to use shares subject to the then
exercisable portion of the stock option as payment of any taxes required to be
withheld.

         (c) A Participant's deferral election shall not be effective if the
stock option as to which the Participant has made the deferral election
terminates or expires prior to the exercise date selected by the Participant, or
if the Participant dies or fails to deliver on or before the date of exercise
shares of Mature Stock having a Fair Market Value equal to the exercise price.
Only whole Deferred Shares may be deferred pursuant to this Plan.

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                   Article V. Accounting for Deferrals; Voting

         (a) A Deferred Stock Unit Account will be established for each
Participant with respect to each deferral election made pursuant to Article IV.
For each Deferred Share deferred, a Stock Unit will be credited as of the date
of the stock option exercise to the Deferred Stock Unit Account so established.
The Committee shall adjust the Deferred Stock Unit Account of each Participant
to reflect dividends payable with respect to the Company's Stock from time to
time. The Committee shall determine the manner in which any such adjustment
shall be made. Each Participant will receive a periodic statement of the number
of whole and fractional units in his or her Deferred Stock Unit Account at least
monthly.

         (b) In the event the Company shall at any time increase or decrease the
number of its outstanding shares of Stock by means of the payment of a Stock
dividend or any other distribution upon such shares payable in Stock, or through
a Stock split, subdivision, consolidation, combination, reclassification or
recapitalization involving the Stock, then the numbers of Stock Units credited
to the Deferred Stock Unit Accounts maintained under the Plan shall be
proportionately adjusted.

          (c) In the event the Company shall at any time pay or make any
dividend or other distribution upon the Stock payable in securities or other
property (except cash or Stock), the Committee shall, in its discretion,
determine and make the appropriate and equitable adjustments to the number of
Stock Units credited to each Deferred Stock Unit Account. Such adjustments shall
be effective for all purposes of the Plan.

         (d) In the event there shall be any change in the number or kind of
outstanding shares of Stock or of any stock or other securities into which the
Stock shall be changed or for which it shall have been exchanged (other than as
specified in paragraphs (b) and (c) of this Article), and if the Committee shall
in its discretion determine that such change equitably requires an adjustment in
the number or kind of shares represented by Stock Units credited to the Deferred
Stock Unit Accounts maintained under the Plan or requires some other
modification of the Plan, then such adjustment or modification shall be made by
the Committee and shall be effective for all purposes of the Plan.

         (e) In the event the Company shall at any time grant to the holders of
its Stock rights to subscribe pro rata for additional shares thereof or for any
other securities of the Company or of any other corporation, and if the
Committee shall in its discretion determine that such change equitably requires
an adjustment in the number or kind of shares represented by Stock Units
credited to the Deferred Stock Unit Account maintained under the Plan or
requires some other modification of the Plan, then such adjustment or
modification shall be made by the Committee and shall be effective for all
purposes of the Plan.

         (f) Nothing contained in this Article V shall be construed to require
the Company or the Committee to fund the Deferred Stock Unit Accounts.

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         (g) Participants shall have no right to vote any Stock Units credited
to Deferred Stock Unit Accounts prior to the date on which such Stock Units are
subject to distribution and shares of Stock are issued therefor.


                            Article VI. Distributions

         (a) Except as provided in paragraph (e) of this Article VI, a
Participant's Deferred Stock Unit Account shall be fully vested and
nonforfeitable at all times.

         (b) At the time of a Participant's deferral election, the Participant
must also elect on the Deferral Election Form when distributions with respect to
the Deferred Stock Unit Account established pursuant to such election will be
made if the Deferral Period is not extended by the Participant using a Deferral
Extension Form. If the Participant submits a Deferral Extension Form, he or she
must revise therein his or her election regarding when such distribution will be
made. No distributions pursuant to the terms of an applicable Deferral Election
Form or Deferral Extension Form may be made: (i) within six (6) months of the
exercise date of the applicable stock option; or (ii) unless the Committee
approves a longer deferral period, more than five years after such exercise
date. Any distribution under this Plan shall be paid in whole shares of Stock,
delivered in accordance with the provisions of this Article VI, and any
fractional shares of Stock shall be paid in cash.

         (c) Except as otherwise provided in this Article VI, the Stock Units in
a Deferred Stock Unit Account shall be distributed to the Participant in a
lump-sum payment within 15 days of the expiration of the Deferral Period.

         (d) Notwithstanding anything in the Plan to the contrary and
notwithstanding the distribution election of the Participant, in the event of
the termination of a Participant's employment with the Company for any reason
(other than death or Disability) prior to the Participant's attainment of age
65, the Stock Units in the Participant's Deferred Stock Unit Account shall be
paid to the Participant in one lump-sum payment within 30 days of such
termination.

         (e) Notwithstanding anything in the Plan to the contrary and
notwithstanding the distribution election of the Participant, the Participant
may require the immediate distribution to the Participant of all or a portion of
the Stock Units credited to his or her Deferred Stock Unit Account less (i) any
amount required to be withheld and (ii) a penalty equal to ten percent (10%) of
the Stock Units to be distributed pursuant to this paragraph (e) (prior to the
withholding required in clause (i) of this paragraph (e)). The Stock Units
representing the penalty provided in clause (ii) of this paragraph (e) shall be
deemed forfeited and no longer payable to the Participant.

         (f) Notwithstanding anything in the Plan to the contrary and
notwithstanding the distribution election of the Participant, in the event of a
Change of Control, all Stock Units credited to his or her Deferred Stock Unit
Account shall, without further action by the Committee, become payable as of the
date of such Change of Control. All Stock Units credited to the Deferred Stock
Unit Accounts shall be distributed in one lump sum as soon as administratively
possible after the date of such Change of Control.

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         (g) Notwithstanding any other provision of the Plan to the contrary and
notwithstanding the distribution election of the Participant, in the event a
Participant is determined to be subject to federal income tax on the Stock Units
in any Deferred Stock Unit Account prior to the time of distribution hereunder,
such Stock Units shall be distributed from the Deferred Stock Unit Account and
paid to the Participant. Stock Units in the Deferred Stock Unit Account shall be
determined to be subject to federal income tax upon the earliest of: (a) a
written determination from the Internal Revenue Service addressed to the
Participant to the effect that the Stock Units are subject to federal income tax
prior to the distribution by the Plan and such determination has not been
appealed to the courts and the time for making such an appeal has expired; and
(b) a determination by the United States Tax Court or any other federal court
affirming any such determination by the Internal Revenue Service and (x) such
determination has not been appealed to a higher court and the time for making
such appeal has expired, (y) an appeal to a higher court has been denied by such
higher court or (z) there is no court available to appeal to. Notwithstanding
anything to the contrary, Stock Units in the Deferred Stock Unit Account shall
be determined to be subject to federal income tax upon receipt by the Company of
a written reasoned opinion by the Company tax's counsel to the effect that the
Stock Units are subject to federal income tax prior to distribution by the Plan.
The tax counsel selected by the Company to render such opinion shall be subject
to the Participant's approval which shall not be unreasonably withheld.

         (h) The Company is authorized to withhold from any payments made
hereunder such amounts for income tax, social security, unemployment
compensation and other taxes as shall be necessary or appropriate to comply with
applicable laws and regulations.


                              Article VII. Hardship

         Notwithstanding the provisions of this Plan regarding distributions and
notwithstanding the distribution election of the Participant, the Committee may,
in its sole discretion, distribute all or a portion of the Stock Units in a
Deferred Stock Unit Account to a Participant upon a demonstration by the
Participant of an immediate and heavy financial need. The amount of any
distribution made pursuant to this Article VII shall be limited to the amount
necessary to satisfy such financial need.


                       Article VIII. Death and Disability

         Notwithstanding any other provisions of this Plan to the contrary and
notwithstanding the distribution election of the Participant, in the event of a
Participant's: (a) death prior to the payment of all of the Stock Units in his
or her Deferred Stock Unit Account, the Company shall pay all remaining Stock
Units in the Deferred Stock Unit Account, not later than 30 days following the
Participant's death, in one lump-sum to such beneficiary or beneficiaries
designated by the Participant in a writing filed by the Participant with the
Company, or in the absence of such a beneficiary designation, to the
Participant's estate; or (b) Disability prior to the payment of all of the Stock
Units in his or her Deferred Stock Unit Account, the Company shall pay all
remaining Stock Units in the Deferred Stock Unit Account, not later than 30 days
following the Participant's Disability, in one lump-sum to the Participant.

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                          Article IX. Claims Procedures

         1. At any time the Committee makes a determination adverse to a
Participant or his or her beneficiary with respect to a claim for payment, the
Committee shall notify the claimant in writing of such determination, setting
forth:

                  (i)      the specific reason for such determination;
                  (ii)     a reference to the specific provision or provisions
                           of the Plan and on which such determination is based;
                  (iii)    a description of any additional material or
                           information necessary to perfect the claim, and an
                           explanation of the reason that such material is
                           required, and
                  (iv)     an explanation of the rights and procedures set forth
                           in this Article IX.

Except as to amounts provided for in paragraphs (e) and (h) of Article VI,
amounts due to a Participant hereunder may not be offset by the Company against
amounts claimed to be due from the Participant to the Company, whether by
withholding by the Company of payment or by assertion by the Company of
defenses, claims, counterclaims or setoffs in a litigation commenced by either
party with respect to the Plan or any other matters; provided, however, that the
Company shall have the right to raise any such defenses, claims, counterclaims
or setoffs in a separate action.

         2. A person who receives notice of an adverse determination by the
Committee with respect to a claim may request, within 60 days of receipt of such
notice, that the Committee review its determination. This request may be made on
behalf of a claimant by a duly authorized representative. The claimant or
representative may review pertinent documents and submit issues and comments
with respect to the controversy to the Committee. The Committee shall render a
decision within 60 days of a request for review (or within 120 days under
special circumstances), which decision shall be in writing and shall set forth
the specific reasons for the decision reached and the specific provisions of the
Plan on which the decision is based. A copy of the ruling shall be forwarded to
the claimant.


                            Article X. Administration

         1. The Plan shall be administered by the Committee. The Committee shall
have all discretion and powers necessary for administering the Plan including
but not limited to, full discretion and power to interpret the Plan, to
determine the rights of Participants and the Company under the Plan and, in
general, to decide any dispute. The decisions made by the Committee in good
faith shall be final and conclusive on all persons, subject to a Participant's
legal right to challenge the Committee's decision on the basis of an abuse of
discretion and a lack of good faith. The Committee shall direct the Company, the
Trustee, or both, as the case may be, concerning distributions in accordance
with the provisions of the Plan. The Committee shall maintain all Plan records
except the records of any Trust.

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         2. The Committee shall adopt such rules as it deems desirable for the
conduct of its affairs and for the administration of the Plan. The Committee may
appoint a designee and/or agent (who need not be a member of the Committee or an
employee of the Company) to assist the Committee in administration of the Plan
and to whom it may delegate such powers as the Committee deems appropriate,
except that the Committee shall determine any dispute. The Committee may make
its determinations with or without meetings. The Committee may authorize one or
more of its members, designees or agents to sign instructions, notices and
determinations on its behalf. The action of a majority of the Committee's
members shall constitute the action of the Committee.


                                Article XI. Trust

         1. The Company may, but shall not be required to, adopt one or more
Trust Agreements for the holding and administration of Stock representing the
Stock Units credited to the Deferred Stock Unit Accounts. The assets of any such
Trust shall remain subject to the claims of the Company's general creditors.

         2. It is expected that any Trust created pursuant to this Article XI
will be treated as a "grantor" trust for federal and state income tax purposes
and that, as a consequence, such Trust will not be subject to income tax with
respect to its income. However, if the Trust should be taxable, the Trustee
shall pay all such taxes out of the Trust. All expenses of administering any
such Trust shall be a charge against and shall be paid from the assets of the
Company.


              Article XII. Termination, Modification and Amendments

         The Board of Directors of the Company or the Committee may at any time
terminate the Plan or from time to time make such modifications or amendments to
the Plan as it may deem advisable. No termination, modification or amendment
shall adversely affect the then rights of Participants with respect to the Stock
Units in Deferred Stock Unit Accounts without their consent.


                           Article XIII. Miscellaneous

         1. Benefits provided in the Plan will not be subject to garnishment,
attachment, or assignment or any other legal process by creditors of
Participants or of any person or persons designated as beneficiaries of the Plan
or of any other payee of the benefits provided herein.

         2. Participants and their beneficiaries shall have the status of
unsecured creditors of the Company and the Plan constitutes a mere promise by
the Company to make benefit payments as required herein.

         3. The Plan creates no rights in the Participants to continue in the
employment of the Company for any length of time, nor does it create any rights
in the Participants or their beneficiaries nor any obligations on the part of
the Company, other than those specifically provided herein.

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         4. The Plan shall be binding upon and inure to the benefit of the
Company, its successors and assigns, and the Participants, their heirs,
executors, administrators and legal representatives. Participants shall not have
the right to pledge, assign, transfer, hypothecate, encumber or anticipate their
interest in the benefits under the Plan, nor shall the benefits under the Plan
be subject to any legal process to levy upon or attach the benefits for payment
of any claim against Participants or their spouses.

         5. The waiver by any party of any term of the Plan on any occasion
shall not be deemed to be a further or continuing waiver of any such term.

         6. Written notices which a Participant must provide to the Company
under the Plan shall be addressed to the Company at: Attention: General Counsel,
with a copy to the Chief Financial Officer, 4000 Hollywood Boulevard,
Presidential Circle - Suite 650N, Hollywood, Florida 33021.

         7. The Plan shall be governed by, construed and enforced in accordance
with the laws of the State of Florida without giving effect to principles
governing choice of law.


                           Article XIV. Effective Date

         The effective date of the Plan is February 10, 2003.


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