EMPLOYMENT AGREEMENT



        THIS AMENDED AND RESTATED AGREEMENT, dated as of May 1, 1997 amends and

restates in its entirety that certain Amended and Restated Agreement made and

entered into as of the 1st day of September, 1994 by and between Concord Camera

Corp., a New Jersey corporation (together with its successors and assigns

permitted under this Agreement, the "Company"), and Ira B. Lampert (the

"Executive").



                             W I T N E S S E T H :



        WHEREAS, the Company desires to continue the employ of the Executive

pursuant to the terms of this Amended and Restated Agreement (this "Agreement")

and the Executive has agreed to such continuation, subject to the terms and

provisions of this Agreement;



        NOW, THEREFORE, in consideration of the premises and mutual covenants

contained herein and for other good and valuable consideration, the receipt of

which is mutually acknowledged, the Company and the Executive (individually a

"Party" and together the "Parties") agree as follows:



        1.      Definitions.



                (a)     "Affiliate" of a person or other entity shall mean a

person or other entity that directly or indirectly controls, is controlled by,

or is under common control with the person or other entity specified.



                (b)     "Base Salary" shall mean the salary provided for in

Section 4 below.



                (c)     "Board" shall mean the Board of Directors of the

Company.



                (d)     "Cause" shall mean:



                        (i)     the Executive is convicted of a crime involving

moral turpitude (excluding offenses such as driving while intoxicated); or



                        (ii)    the Executive (A) perpetrates a fraud upon the

Company or (B) materially breaches this Agreement which causes, in the case of

clause (B), material economic harm to the Company.



                (e)     A "Change in Control" shall mean 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 Executive),

becomes a "beneficial



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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 consists of

individuals other than Incumbent Directors, which term means the members of the

Board on the date of this Agreement; provided that any person becoming a

director subsequent to such date whose election or nomination for election was

supported by 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 all or substantially all of its assets;



                        (iv)    all or substantially all of the assets or

business of the Company is 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



                        (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).



                (f)     "Compensation Committee" shall mean the Compensation

Committee of the Board.



                (g)     "Confidential Information" shall mean all information

that is not known or available to the public concerning the business of the

Company or any Subsidiary of the Company relating to its products, product

development, trade secrets, customers, suppliers, finances, and business plans

and strategies. For this purpose, information known or available generally

within the trade or industry of the Company or any Subsidiary of the Company

shall be deemed to be known or available to the public. Confidential Information

shall include information that is, or becomes, known to the public as a result

of a breach by the Executive of the provisions of Section 13 below.



                (h)     "Constructive Termination Without Cause" shall mean a

termination of the Executive's employment at his initiative as provided in

Section 10(d) below following the occurrence, without the Executive's prior

written consent, of one or more of the following events (except in consequence

of a prior termination):



                        (i)     a reduction in or elimination of (A) the

Executive's then current Base Salary, (B) his bonus opportunity for which he is

eligible under Section 5 below, or (C) his opportunity for any long-term

incentive award for which he is eligible under Section 6(A) below or the

termination or material reduction of any employee benefit or perquisite enjoyed

by him;



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                        (ii)    the failure to elect or reelect the Executive to

any of the positions described in Section 3 below or his removal, without Cause,

from any such position;



                        (iii)   a material diminution in the Executive's duties

as Chairman and Chief Executive Officer of the Company, as provided in Section

3(a) below, or the assignment to the Executive of duties which are materially

inconsistent with such duties or which materially impair the Executive's ability

to function as Chairman and Chief Executive Officer of the Company;



                        (iv)    the failure to continue the Executive's

participation in any incentive compensation plan for which he is eligible unless

a plan providing a substantially similar opportunity is substituted;



                        (v)     the relocation of the Company's principal

office, or the Executive's own office location as assigned to him by the

Company, to a location more than 50 miles from Avenel, New Jersey, provided that

such a relocation to a location within 50 miles from Avenel, New Jersey, shall

constitute grounds for a Constructive Termination Without Cause if such location

is more than 100 miles from the Executive's residence on the date of this

Agreement; or



                        (vi)    the failure of the Company to obtain the

assumption in writing of its obligation to perform this Agreement by any

successor to all or substantially all of the assets of the Company within 45

days after the merger, consolidation, sale or similar transaction resulting in

such succession provided that Executive may not treat such failure as a

Constructive Termination Without Cause unless such failure is not cured within

10 days of receipt of notice thereof by such successor from Executive.



                (i)     "Disability shall mean the Executive's inability, due to

physical or mental incapacity, to substantially perform his duties and

responsibilities under this Agreement for a period of 180 consecutive days or

for 180 days in a 365-day period.



                (j)     "Non-Extension Event" shall mean any termination of the

Term of Employment resulting from an election by the Company not to extend the

Term of Employment, provided that Executive has delivered to the Company, within

30 days of receipt by Executive of written notice from the Company to the effect

that the Company intends to allow the Term of Employment to expire, a notice to

the effect that Executive is willing to have the Term of Employment extended on

the terms set forth in this Agreement as then in effect.



                (k)     "Stock shall mean the Common Stock of the Company.



                (l)     "Subsidiary" shall mean any corporation or other entity

of which the Company owns, directly or indirectly, more than 50% of the Voting

Stock or, in the case of an entity other than a corporation, more than 50% of

the equity interest.



                (m)     "Term of Employment" shall mean the period or periods

specified in Section 2 below.



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<PAGE>



                (n)     "Voting Stock" shall mean 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.



        2.      Term of Employment.



                (a)     The Company hereby employs the Executive, and the

Executive hereby accepts such employment, for the Term of Employment commencing

May 1, 1997 and ending at the close of business on April 30, 2001, subject to

earlier termination of the Term of Employment in accordance with the terms of

this Agreement and subject to extension of the Term of Employment in accordance

with the terms of Section 2(b) below.



                (b)     The Term of Employment shall automatically be extended

for one additional day (subject to earlier termination in accordance with the

terms of this Agreement) for each day of the Term of Employment that elapses in

the event that neither Party notifies the other Party in writing in accordance

with Section 27 below at any time during the Term of Employment that either the

Company or the Executive does not want the Term of Employment extended

thereafter.



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<PAGE>



        3.      Position, Duties and Responsibilities.



                (a)     During the Term of Employment, the Executive shall be

employed as Chairman and Chief Executive Officer of the Company and be

responsible, subject to the control of the Board, for the establishment and

implementation of corporate policy and general management of the Company. In

that capacity the Executive shall have the duties and responsibilities normally

associated with the positions of Chairman and Chief Executive Officer. It is the

intention of the Parties that the Executive serve as a member of the Board and

as a member of the Executive Committee during the Term of Employment. The

Executive, in carrying out his duties under this Agreement, shall report to, and

be subject to the supervision of, the Board. At any time that the Company does

not have another person acting as the President and Chief Operating Officer of

the Company, Executive shall also have such titles and serve in such capacities,

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