Exhibit 10.12



                  AMENDMENT NO. 2, dated as of June 2, 2003, to 2002 Incentive
Plan for Non-Officer Employees, New Recruits and Consultants, as heretofore
amended (the "Plan") of Concord Camera Corp., a New Jersey corporation (the
"Corporation").

                  NOW, THEREFORE, the Plan is hereby amended by adding the
following subparagraph (g) to Article VIII:

                  (g) Deferred Delivery of Common Stock. The Committee may in
         its discretion permit a Participant to defer delivery of Common Stock
         acquired pursuant to a Participant's exercise of an option in
         accordance with the terms and conditions of a deferred delivery plan
         established by the Corporation. Such deferral shall be deemed to be
         invested in Common Stock, shall not exceed two years unless the
         Committee or the Board extends the length of the deferral period as to
         one or more Participants to beyond two years, and shall be payable only
         in Common Stock in accordance with the payment provisions of such
         deferred delivery plan.