Exhibit 10.31


 


CERTAIN
PORTIONS OF THIS EXHIBIT HAVE BEEN AFFORDED CONFIDENTIAL TREATMENT UNDER RULE
24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


DEVELOPMENT, SUPPLY AND SUBCONTRACTING
AGREEMENT


 


This Development, Supply and
Subcontracting Agreement (the “Agreement”), dated as of May 30, 2001, is by and
between American Bank Note Holographics, Inc., a Delaware corporation (“ABNH”),
with its principal place of business at 399 Executive Boulevard, Elmsford, NY
10523, and CFC International, Inc., a Delaware corporation (“CFC”), with its
principal place of business at 500 State Street, Chicago Heights, IL 60411.
Each of ABNH and CFC is sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, CFC currently
manufactures coatings and holographic products and with the assistance of ABNH,
has been formulating certain new foil products and coatings for the use of ABNH
for (i) holomagnetic stripes, which are collectively referred to herein as “Holomag
Foils” (Holomag® is a registered trademark of ABNH);


 


WHEREAS, ABNH is a manufacturer
of security holograms, and embosses holograms onto hot stamp foil;


 


WHEREAS, ABNH has been providing
and wishes to continue to provide to CFC certain proprietary information and
materials of ABNH concerning holography, ABNH’s foil and coating requirements,
the requirements of ABNH’s customers, and other information consistent with the
intent of this Agreement (“ABNH Proprietary Information”); and


 


WHEREAS, ABNH wishes to purchase
from CFC, and CFC wishes to sell to ABNH, the Holomag Foils, and any
improvements thereon that result from information supplied by ABNH or that were
developed on behalf of ABNH, and certain subcontracting services including new
foil formulations, embossing, coating and applications thereof, and any
improvements thereon that result from information supplied by ABNH or that were
developed on behalf of ABNH (the “Services”), subject to the price,
specifications, customer and authorizing authorities requirements, scheduling
and payment terms (“Terms”) set forth on Schedules A and B attached
hereto.


 


NOW, THEREFORE, the parties
covenant and agree as follows:


 


1.             Obligations
of ABNH.


 


(a)           ABNH
agrees to use reasonable efforts to assist CFC in the development of Holomag
Foils for projects identified by ABNH. Such efforts may include consultations
with CFC technical personnel regarding the characteristics of the Holomag Foils
required by ABNH and its customers, trials, testing and feedback to CFC.


 


(b)           ABNH
agrees to submit to CFC Purchase Orders specifying the amount and type of
Holomag Foils it wishes to purchase from CFC, if any, in accordance with the
Terms on a 


 


1

















 


periodic basis,
assuming the Holomag Foils have been accepted for use by ABNH and its
customers.


 


(c)           ABNH
agrees to remit payment to CFC within 30 days from date of receipt of a valid
invoice.


 


(d)           It is the
intent for CFC to supply substantially all of ABNH’s HoloMag foil needs
assuming, in ABNH’s sole discretion, CFC meets ABNH’s and its customers’
requirements of quality, service, security and delivery.


 


2.             Obligations
of CFC.


 


(a)           CFC agrees
to use reasonable efforts to develop and modify the Holomag Foils in accordance
with the specifications provided by ABNH from time to time. CFC will retain
ownership of all such technology developments and ABNH will retain ownership of
its intellectual property and other Proprietary Information.


 


(b)           CFC agrees
that the Holomag Foils are being developed and sold for the exclusive use of
ABNH. CFC shall not during the term of this Agreement and for a period of two
(2) years after termination sell or offer to sell the Holomag Foils or any
products incorporating the Holomag Foils to any third party without the prior
written consent of ABNH. CFC will not, at any time, solicit business from *, *,
*, * or *. With the prior written approval of ABNH, which shall not be
unreasonably withheld, CFC may sell HoloMag to other issuers of credit cards on
behalf of ABNH. In this event, ABNH will still buy HoloMag foils from CFC and
ABNH will set the price and resell to the customer, but the price will be [*]
the price set forth on Schedule B hereof. CFC agrees to supply the Holomag
Foils to ABNH in accordance with the Terms and Purchase Orders submitted by
ABNH.


 


(c)           CFC agrees
that during the term of this Agreement, and for a period of two (2) years after
termination, it shall not solicit any client or customer of ABNH whose business
requirements become known to CFC as a result of this Agreement.


 


3.             Term
and Termination.


 


(a)           The term
of this Agreement shall be for five (5) years and shall automatically renew for
successive terms of five (5) years unless either Party provides the other Party
not less than twelve (12) months notice of non-renewal thereof (the “Term”).


 


(b)           This
Agreement may be terminated in the event of a commencement of a voluntary or
involuntary bankruptcy proceeding by or against either Party under the United
States Bankruptcy Code or any successor statute; which proceedings are not
dismissed with prejudice within sixty (60) days after their institution; or
upon the assignment of a substantial part of either Party’s assets for the
benefit of its creditors; or in the event any substantial part of either Party’s
assets or inventory become subject to levy, seizure, assignment, garnishment or


 






*Confidential


 


2

















 


sale for or by any creditor or governmental agency,
unless released, satisfied or otherwise resolved within thirty (30) days.


 


(c)           In the
event of material breach of any provision of this Agreement, and specifically
non-payment of invoices not being disputed in good faith, or any Purchase Order
submitted in accordance with this Agreement, (a “Default”) the defaulting Party
shall have thirty (30) days after receipt of written notice thereof by the
non-defaulting Party within which to cure such default. In the event such
breach has not been cured within such period of time, the non-defaulting Party
may upon notice to the defaulting Party terminate this Agreement.


 


(d)           The right
to terminate this Agreement granted hereby shall not prejudice any other right
or remedy of either Party in respect of the Default concerned or any other
Default.


 


4.             Representations
and Warranties of CFC.


 


CFC hereby represents and
warrants to ABNH as follows:


 


(a)           that it
has all requisite corporate power and authority to execute and deliver this
Agreement and to perform fully its obligations hereunder. The execution and
delivery by CFC of this Agreement and the performance by CFC of its obligations
hereunder have been duly and validly authorized by all necessary corporate
action on the part of CFC. This Agreement has been duly executed by CFC, and
this Agreement is a legal, valid and binding obligation of CFC enforceable
against it in accordance with its terms (except as the enforceability thereof
may be limited by any applicable bankruptcy, insolvency or other laws affecting
creditors’ rights generally or by general principles of equity, regardless of
whether such enforceability is considered in equity or at law).


 


(b)           that the
Holomag Foils will be manufactured by CFC in accordance with specifications set
forth on Schedule A, as such Schedule A may be amended from time
to time by mutual agreement of the parties. CFC agrees to replace at its own
expense any HoloMag Foils that are supplied to ABNH which are not in
conformance with the specifications set forth on Schedule A.


 


(c)           that the
Holomag Foils will not be manufactured or sold or priced in violation of any
federal, state or local law and that CFC has complied with and will continue to
comply with all laws and conform to all requirements of each applicable governmental
authority with respect to the supply of the ordered Holomag Foils, including
those concerning the packaging, storage, shipment and exportation of all or any
part thereof, and will ensure that no chemical substance delivered to ABNH is
on the list of prohibited substances described in any applicable environmental
laws. CFC will obtain all federal, provincial, state, municipal and other government
or regulatory licenses, permits or other documents or permissions that are
required and that are incidental to the sale or shipment of the ordered
materials or items to ABNH.


 


(d)           that the
Holomag Foils, as manufactured in accordance with the specifications set forth
on Schedule A, are fit for use as holographic magnetic foils to be used
for the applications contemplated by this Agreement as long as the foils are
applied in accordance with CFC’s technical specifications.


 


3

















 


that CFC will own, or will have the full right to use
all intellectual property rights and technology which will be used or practiced
in order for CFC to manufacture and sell the Holomag Foils in connection with
the transactions contemplated hereby and that the manufacture, sale and use of
the Holomag Foils as contemplated hereby shall in no way infringe upon the
intellectual property rights of any third party. ABNH has authority to grant
CFC the right to manufacture Holomag Foils on behalf of ABNH in accordance with
this Agreement.


 


5.             Representations
and Warranties of ABNH.


 


(a)           ABNH has
all requisite corporate power and authority to execute and deliver this
Agreement and to perform fully its obligations hereunder. The execution and
delivery by ABNH of this Agreement and the performance by ABNH of its
obligations hereunder have been duly and validly authorized by all necessary
corporate action on the part of ABNH. This Agreement has been duly executed by
ABNH, and this Agreement is a legal, valid and binding obligation of ABNH
enforceable against it in accordance with its terms.


 


(b)           ABNH has complied with, and will continue,
during the performance of its obligations hereunder, to comply with, all laws
and conform to all requirements of each applicable governmental authority with
respect to the Holomag Foils, payment therefor and importation thereof.


 


6.             Confidentiality.


 


In connection with this
agreement, both parties will be supplying the other party with proprietary
information relating to their business operations and the development of the
Holomag Foils (“Information”). Both Parties agree that any Information shall be
maintained in strict confidence. Both Parties agree that it will disclose the
Information only to those of its officers, agents and employees who are subject
to an agreement which provides similar restrictions on disclosure as are
provided herein and who are directly concerned with the use of the Information
for the purposes specified herein, and that it will take all necessary and
reasonable precautions to prevent such Information from being disclosed to any
unauthorized person. Each Party shall not have any obligation of
confidentiality with respect to any Information that:


 


(a)           was
already in its possession prior to receipt from the other Party or is developed
independently of Information received from the other Party as evidenced by the
written records of the receiving Party;


 


(b)           is
or hereafter becomes in the public domain by public use, publication, general
knowledge or the like through no fault of the receiving Party;


 


(c)           is
properly obtained by the receiving Party from a third party not under any
obligation to the disclosing Party or any of its affiliates to keep such
information confidential; and


 


(d)           is
required to be disclosed by a court of law, in which case, the disclosing party
must promptly notify the other party in writing as soon as practical.


 


7.             Indemnification


 


(a)           Each Party
will indemnify and hold the other harmless from and against any claim, demand,
cause of action, damage, costs and expenses which the other might sustain or 


 


4

















 


become liable for
arising from or in connection with that Party’s performance or nonperformance
hereunder.


 


(b)           ABNH will defend, at ABNH’s own expense, all suits, actions or
proceedings in which ABNH, or the users, lessees or customers of any of ABNH’s products, are made defendants for actual or
alleged infringement of any copyright, trademark, trade secret, mask work
right, Canadian, U.S. or other foreign patent or other intellectual property
right resulting from the possession, use, sale or resale of any Base Foil
purchased hereunder. If by virtue of a patent infringement suit an injunction
is issued against ABNH which prohibits or limits the use of any materials or
items ordered or purchased hereunder or CFC notifies ABNH to cease use of any
materials or items purchased hereunder, ABNH, at CFC’s request, will supply CFC with
non-infringing replacement materials or items of a similar kind, quality and
quantity. CFC will cease use of materials or items purchased hereunder which
are subject to an infringement action upon receipt of notice of such action and
upon request by CFC. CFC’s
obligations under this Section 3(g) do not apply to any suits, actions or
proceedings in which the actual or alleged infringement results from the use of
such material or item in combination with other articles or material or in the
practice of any process other than a process for which such item has been
expressly manufactured by CFC.


 


8.             Governing
Law.


 


This Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State
of New York, without regard to principles of conflicts of laws.


 


9.             Notices.


 


Every notice, request, demand,
direction or other communication (each, a “Notice”) required or permitted to be
given pursuant to this Agreement will be deemed to be well and sufficiently
given if in writing and delivered by hand (or recognized overnight courier
service addressed as follows:


 


(a)           if to ABNH
at:


 


399 Executive Boulevard


Elmsford, N.Y. 10523


Attention: President


Facsimile: 914-592-3248


 


with a copy to:


Fulbright & Jaworski
L.L.P.


Attn: Paul Jacobs, Esq.


666 Fifth Avenue


New York, NY 10103-3198


Facsimile: 212-318-3400


 


5

















 


(b)           if to CFC
at:


 


500 State Street


Chicago Heights, IL 60411


Attention:  Dennis Lakomy, Chief Financial Officer


Facsimile:  708-758-3976


 


with a copy to:


Carl Neumann


McBride Baker & Cole


1 Mid America Plaza


Suite #1000


Oakbrook Terace, IL  60181-4710


Facsimile: 630-954-2112


 


10.           Publicity.


 


Except as may be required by law
or applicable governmental regulatory authorities, neither Party will, without
the prior written consent of the other Party make any news release or public
announcement regarding this Agreement. Either party may disclose the existence
of this Agreement only in order to fulfill the intent of the Agreement to any
other party, but not the contents of the Agreement or any purchase order
without the consent of the other party or as required by law. An example of a
permitted disclosure in order to fulfill the intent of the Agreement is for
ABNH to inform its customers that CFC is supplying HoloMag foils pursuant to
this Agreement. If a customer of ABNH requests information from CFC or the
opportunity to visit CFC’s manufacturing facilities, CFC will cooperate to
support such reasonable requests.


 


11.           Assignments.


 


Neither Party may assign any
rights or obligations under this Agreement or any purchase order (including the
right to receive monies due hereunder) without the prior written consent of the
other Party, and any purported assignment without such consent will be void. No
assignment will relieve the assigning Party from its obligations under this
agreement or any purchase order.


 


12.           Waiver
and Amendment.


 


This Agreement may not be
amended or modified, and no provision hereof may be waived without the written
consent of the parties affected by such amendment. If either Party should waive
any breach of any provisions of this Agreement, it shall not thereby be deemed
to have waived any preceding or succeeding breach of the same or any other
provisions of this Agreement.


 


13.           Injunctive
Relief and other Remedies.


 


The parties acknowledge that
each Party’s obligations under this Agreement are of a special and unique
character for which monetary damages for breach would be inadequate and
therefore each Party agrees that the other Party shall be entitled to
injunctive and other equitable relief in the event of a breach or threatened
breach in addition to any and all rights and remedies available at law or
otherwise.


 


6

















 


14.           Further
Assurances.


 


The Parties will execute such
further assurances and other documents and instruments and do such further and
other things as may be necessary to implement and carry out the intent of this
Agreement.


 


15.           Severability.


 


If any provision of this
Agreement shall be adjudicated invalid or unenforceable, such invalidity or
unenforceability shall not in any manner affect or render invalid or
unenforceable any other provision of this Agreement and such adjudication shall
apply only in the particular jurisdiction in which such adjudication is made,
and this Agreement shall be carried out as if any such invalid or unenforceable
provision were not contained herein; provided,  however, to the
extent any provision hereof is deemed unenforceable by virtue of its scope in
terms of area or length of time, but may be enforceable with limitation
thereon, the Parties agree that the same shall nevertheless be enforceable to
the fullest extent permissible under the laws and public policies applied in
such jurisdiction in which enforcement is sought.


 


16.           Entire
Agreement.


 


This Agreement constitutes the
entire agreement between the Parties and supersedes all previous expectations,
understandings, communications, representations and agreements whether verbal
or written between the Parties concerning the development and supply of Holomag
Foils.


 


17.           Arbitration.


 


Any
and all claims, disputes or controversies arising under, out of, or in
connection with this Agreement that have not been resolved by good faith
negotiations between the Parties shall be resolved by final and binding
arbitration under the rules of the American Arbitration Association or other
organization acceptable to the Parties (the “AAA”) then obtaining, in
proceedings to be held in New York City. In any and all instances in which a
claim, dispute or controversy is to be arbitrated pursuant to this Section,
there shall be one arbitrator. Such arbitrator shall be designated by the AAA; provided
that neither ABNH nor CFC shall have objection to such arbitrator and that, if
no single arbitrator has been designated by the AAA to which neither ABNH nor
CFC has an objection, a panel consisting of three arbitrators shall be
selected, to include one arbitrator to be designated by each of ABNH and CFC
and one arbitrator to be designated by the AAA. The costs of arbitration shall
be divided equally between ABNH and CFC. Such arbitrator shall have no power to
add to, subtract from or modify any of the terms or conditions of this
Agreement, and shall provide a written opinion explaining the reasons for any
award rendered in any arbitration pursuant to this Section. Any award so
rendered may be 


 


7

















 


enforced in a court of appropriate
jurisdiction, which shall include any state or federal court situated in New
York, New York, U.S.A.


 


 


[Signature
page follows]


 


8

















 


IN WITNESS WHEREOF, the undersigned
have hereby executed this Agreement as of the date first set forth above.


 


 


	
   

  	
  AMERICAN BANK NOTE HOLOGRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth H. Traub

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth H. Traub

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CFC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Garthwaite

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Richard L. Garthwaite

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


9

















 


SCHEDULE A


 


SPECIFICATIONS FOR HOLOMAG FOILS


 


[*]


 


 






*Confidential


 


10

















 


SCHEDULE B


 


PRICE SCHEDULE I


 


HOLOMAGTMNETIC FOILS


 


Minimum run is [*] or [*]. A
standard roll is considered [*] which equals a [*] roll minimum or any
combination of roll width and length which would effectively use the [*] would
be considered a minimum run.


 


PRICE


 


CFC
INTERNATIONAL - HOLOMAGTM PRICING


HICO –
SILVER


 




	
  VOLUME

  	
   

  	
  ROLL SIZE

  	
   

  	
  PRICE/TI

  	
   

  	
  PRICE/ROLL

  	
   

  
	
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CFC
INTERNATIONAL – HOLOMAGTM PRICING


HICO –
GOLD


 




	
  VOLUME

  	
   

  	
  ROLL SIZE

  	
   

  	
  PRICE/TI

  	
   

  	
  PRICE/ROLL

  	
   

  
	
  [*]

  	
   

  	
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  [*]

  	
   

  	
  [*]

  	
   

  	
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  [*]

  	
   

  






 


CFC
INTERNATIONAL – HOLOMAGTM PRICING


LOCO –
SILVER


 




	
  VOLUME

  	
   

  	
  ROLL SIZE

  	
   

  	
  PRICE/TI

  	
   

  	
  PRICE/ROLL

  	
   

  
	
  [*]

  	
   

  	
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CFC
INTERNATIONAL - HOLOMAGTM PRICING


LOCO –
GOLD


 




	
  VOLUME

  	
   

  	
  ROLL SIZE

  	
   

  	
  PRICE/TI

  	
   

  	
  PRICE/ROLL

  	
   

  
	
  [*]

  	
   

  	
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*Confidential


 


11

















 


SCHEDULE B


 


PRICE SCHEDULE
I

HOLOMAGTMNETIC FOILS


 


Minimum run is [*] or [*]


 


CFC
INTERNATIONAL, INC.

HOLOMAGTM PRICING


 


HICO-SILVER


 


	
  Volume

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  
	
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HICO-GOLD*


 


	
  Volume

  	
   

  	
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  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Rolls

  	
   

  
	
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LOCO-SILVER


 


	
  Volume

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  
	
  [*]

  	
   

  	
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LOCO –
GOLD*


 


	
  Volume

  	
   

  	
  Roll Size

  	
   

  	
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  Price/Roll

  	
   

  	
  Roll Size

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  
	
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*Confidential


 


12