CONCORD CAMERA CORP
RETIREMENT PLAN AND AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>16
<FILENAME>b319902_ex10-33.txt
<DESCRIPTION>RETIREMENT PLAN AND AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.33


                             Amendment No. 2 to the
              Supplemental Executive Retirement Plan and Agreement
                                       for
                          ___________________________


         Amendment No. 2, dated as of June 1, 2002 (this "Amendment"), to the
Supplemental Executive Retirement Plan and Agreement for ______________, dated
as of April 19, 2000 (as heretofore amended, the "Plan"), by and between CONCORD
CAMERA CORP., a New Jersey corporation (the "Employer") and ____________________
(the "Executive").

         The Employer and the Executive agree that the Plan is hereby amended as
follows:

         1. The following new paragraph 10 is inserted at the end of Article V:

         "10. Notwithstanding any other provision of this Plan and Agreement to
     the contrary and notwithstanding any elections made by the Executive, the
     Executive may require the immediate distribution to the Executive of all or
     a portion of the vested balances in the Accounts less any amounts required
     by paragraph 9 of this Article V and subject to a penalty equal to ten
     percent (10%) of the amount to be distributed pursuant to this paragraph
     (prior to withholding required by paragraph 9). Such penalty amount shall
     be deemed forfeited and no longer payable to the Executive."

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

         3. The foregoing amendment to the Plan is effective as of June 1, 2002.

         IN WITNESS WHEREOF, this Amendment has been duly executed by the
Employer and by the Executive as of the date indicated above.


Witness:                                    CONCORD CAMERA CORP.


                                            By:
----------------------------                   -------------------------
                                               Ira B. Lampert, Chairman
                                               Chief Executive Officer
                                               and President

Witness:


----------------------------                ----------------------------
                                                     [Executive]


</TEXT>
</DOCUMENT>
