Exhibit 10.32


 


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.


 


AMENDMENT NO. 1 TO

DEVELOPMENT, SUPPLY AND SUBCONTRACTING AGREEMENT


 


This Amendment No. 1 to the
Development, Supply and Subcontracting Agreement (the “Agreement”), dated as of
May 30, 2001, by and between American Bank Note Holographics, Inc., a Delaware
corporation (“ABNH”), with its principal place of business at 2 Applegate
Drive, Robbinsville, NJ  08691, and CFC
International, Inc., a Delaware corporation (“CFC”), with its principal place
of business at 500 State Street, Chicago Heights, IL  60411, is entered into as of January 4, 2006.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such terms in the Agreement.


 


WHEREAS, ABNH and CFC are
parties to the Agreement, under which ABNH currently purchases from CFC, and
CFC sells to ABNH, the HoloMag Foils as described in Schedule A of the
Agreement;


 


WHEREAS, ABNH has created
custom HoloMag images for, and has entered into supply agreements with [*], [*],
[*] and [*] and is negotiating additional potential supply agreements with other
customers; and


 


WHEREAS, ABNH and CFC desire
to amend certain terms of the Agreement.


 


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


 


1.0                                 Section
1 of the Agreement is hereby amended as follows:


 


(i)                                     The
sentence under Section 1(b) that reads “ABNH agrees to remit payment to CFC
within 30 days from receipt of a valid invoice.” shall be labeled and referred
to as Section 1(c).


 


(ii)                                  Section
1(d) shall be deleted and replaced with the following new Section 1(d): “ABNH
agrees to purchase * of its HoloMag Foil from CFC subject to the
satisfaction of the following conditions by CFC on an ongoing basis: (i) CFC is
in compliance with all of its obligations under this Agreement, including but
not limited to, the procedures and specifications set forth in the attached
Amended Schedule A, (ii) the quality of the HoloMag Foil products produced by
CFC is comparable in all material respects to any alternative or competing
products available in the market, and (iii) CFC complies with the reasonable
requests of ABNH or its customers pertaining to modifications in product
features, quality, service, security or delivery as long as such requests are
consistent with industry 


 






*  Confidential


 

















 


practice. In the
event that ABNH notifies CFC in writing than CFC is not in compliance with the
conditions and requirements set forth in the foregoing sentence, CFC shall have
a period of 45 days from the date of such notice to cure such non-compliance. If
such non-compliance is not cured within such 45-day period, ABNH shall have the
right, but not the obligation to procure or manufacture the HoloMag Foils or
any component thereof from any other source.”


 


2.0                                 Section
2 of the Agreement is hereby amended as follows:


 


(i)                                     The
second paragraph of paragraph (a) thereof shall be labeled and referred to as
Section 2(b). In the new 2(b), insert on line five after the word “[*]” the
following: “or any security hologram, holographic magnetic stripe or other
security device that competes with any product currently supplied by ABNH to
the aforementioned accounts, including but not limited to HoloMag. [*].”


 


(ii)                                  The
following new sentence shall be added at the end of Section 2(b):  “To the extent there is an inconsistency
between any purchase orders submitted by ABNH and the terms of this Agreement,
the terms of this Agreement shall prevail. CFC represents that its maximum
manufacturing capabilities are [*]. ABNH will not order more than CFC’s maximum
capabilities in any month unless the parties mutually agree to an increased
amount.”


 


3.0                                 Section
3 of the Agreement is hereby amended as follows:


 


Section 3(a) is hereby deleted, and replaced by the
following: “Effective on January 4, 2006 (“Amendment No. 1 Effective Date”),
the Agreement shall renewed for a period of five (5) years (the “Term”), and
shall automatically renew for successive terms of five (5) years unless either
party provides the other Party not less than six (6) months notice of
non-renewal thereof prior to the end of the then current Term.”


 


4.0                                 Section
9 is hereby amended by deleting paragraphs (a) and (b) and replacing it with
the following:


 


(a)                                  if
to ABNH at:


 


American Bank
Note Holographics, Inc.

2 Applegate Drive

Robbinsville, NJ  08691

Attention:  Chief Executive Officer

Telephone:  (609) 632-0800

Facsimile:  (609) 632-0850


 






* Confidential


 

















 


with a copy to:


 


Fulbright &
Jaworski L.L.P.

666 Fifth Avenue

New York, NY  10103-3198

Attention:  Paul Jacobs, Esq.

Facsimile:  (212) 318-3400


 


(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:


 


Holland &
Knight LLP

One Mid America Plaza, Suite 1000

Oakbrook Terrace, IL  60181-4710

Attn:  Carl Neumann, Esq.

Facsimile:  (630) 954-2112


 


5.0                                 A
new Section 18 is hereby added as follows:


 


18.           Schedule B Price Adjustments.


 


[*]


 


All
measurements of the Index will take place on the last published data for the
year end. Any price adjustments will be retroactive to January 1 of the year
following the year applicable to the Annual Index Change.


 


6.0                                 A
new Section 19 is hereby added as follows:


 


19.           ABNH HoloMag facility


 


CFC agrees that
ABNH may build or operate its own HoloMag production facility. After ABNH
commences operations of its facility, ABNH will be entitled to produce its own
HoloMag Foil requirements. After ABNH commences operations of its facility,
ABNH will purchase at least 15% of its total finished HoloMag Foil requirements
from CFC and will not purchase such requirements from a third party, subject to
the satisfaction of the following conditions by CFC on an ongoing basis: (i)
CFC is in compliance with all of its obligations under this Agreement including
but not limited to the procedures and specifications set forth in the attached
Amended Schedule A, (ii) the quality of the HoloMag product, or


 






*Confidential


 

















 


ingredients as
applicable, produced by CFC is comparable in all material respects to any
alternative or competing products available in the market, and (iii) CFC complies
with reasonable requests of ABNH or its customers pertaining to modifications
in product features, quality, service, security or delivery as long as such
requests are consistent with industry practice. Subject to the foregoing
conditions, ABNH also intends to purchase other ingredients or materials from
CFC as required in ABNH’s sole discretion. The parties understand that ABNH
does not currently intend to solicit assistance from CFC in the design or
operation of ABNH’s HoloMag facility, but in the event that ABNH requests such
assistance, the parties will negotiate in good faith the terms of an agreement
for such assistance.


 


7.0                                 A
new Section 20 is hereby added as follows:


 


20.           Product Changes


 


If ABNH
requires a change in the product features of specifications that materially
changes the product from what is contemplated under Amended Schedule A, CFC and
ABNH will use their best efforts to cooperate on the required changes. If such
changes in the features or specifications result in an increase in cost to CFC,
then CFC and ABNH will negotiate in good faith an increase in price, which
shall reflect the increase in cost to CFC plus a reasonable margin.


 


8.0                                 A
new Section 21 is hereby added as follows:


 


21.           Insurance


 


CFC shall
procure the following insurance coverage at its own expense with respect to the
manufacture of HoloMag. Such insurance shall be issued by financially
responsible and property licensed insurance carriers rated at least A VIII by
Best’s Rating Guide (or otherwise acceptable to ABNH and its customers) and
with minimum limits as set forth below. Such insurance shall be maintained in
full force and effect for the duration of this Agreement and my renewals
thereof:


 


WORKERS’
COMPENSATION:  Statutory Workers
Compensation as required by applicable law.


 


EMPLOYER’S
LIABILITY with a minimum limit of $1,000,000.


 


COMMERCIAL
GENERAL LIABILITY INSURANCE:  including
PRODUCTS, COMPLETED OPERATIONS including CONTRACTUAL LIABILITY INSURANCE with
the following minimum limits for Bodily Injury and Property Damage on an
Occurrence basis: $1,000,000 per occurrence and $2,000,000 annual aggregate.


 

















 


COMMERCIAL
AUTOMOBILE INSURANCE including owned, leased, hired or non-owned autos subject
to minimum limits of $1,000,000 for bodily injury and physical damage.


 


COMMERCIAL
EXCESS/UMBRELLA LIABILITY INSURANCE subject to minimum limits of $5,000,000 for
bodily injury and physical damage.


 


CRIME/FIDELITY
BOND including employee dishonesty, robbery, fraud, theft, forgery, alteration,
mysterious disappearance and destruction. The minimum limit shall be $1,000,000
per loss.


 


PROFESSIONAL
LIABILITY for negligent acts, errors or omissions in connection with the
services provided under this agreement with a minimum limit of $1,000,000 per
occurrence.


 


If any of the
above insurance is written on a claims-made basis, then CTC shall maintain such
insurance for five (5) years after the termination of this Agreement.


 


Without
limiting CFC’s indemnification duties as outlined herein. ABNH and its
designated customers shall be named as an additional insured under the
Commercial General Liability, Commercial Automobile Liability and Commercial
Excess/Umbrella Liability listed above for any claims and losses arising out
of, allegedly arising out of or in any way connected to CFC’s manufacture of
HoloMag under this Amended Agreement. The insurers shall agree that CFC’s
insurance is primary and any insurance maintained by ABNH or its customers
shall be excess and non-contributing to CFC’s insurance.


 


Annually, CFC
shall furnish a certificate, satisfactory to ABNH from each insurance company
evidencing that the above insurance is in force in compliance with the terms of
this insurance section, stating policy numbers, dates and expiration and limits
of liability, and further providing than the insurance will not be canceled or
materially changed until the expiration of at least thirty (30) days after
written notice of such cancellation or change has been mailed to and received
by ABNH. Fulfillment of obligations to procure insurance shall not otherwise
relieve CFC of any liability hereunder or modify CFC’s obligations to indemnify
ABNH. In the event the above insurance requirements are not met, ABNH, may at
its option, purchase such coverage at the expense of CFC.


 


WAIVER OF
SUBROGATION:  CFC agrees to waive
subrogation against ABNH and its customers for any injuries to its employees
arising out of or in any way related to CFC’s manufacture of HoloMag under this
Agreement or for damage or loss to CFC’s personal property. Further, CFC agrees
that it shall ensure that the Workers’ Compensation/Employer’s Liability and
All Risk Replacement Cost (Property) insurers, providing the coverage required
above, agree to waive subrogation, in favor of ABNH and its customers, for any
claims arising out of or in any way connected to CFC’s performance of the
manufacture 


 

















 


of HoloMag
under this Agreement or property covered by CFC’s property insurance.


 


9.0                                 Schedule
A of the Agreement is hereby deleted and replaced with the attached Amended
Schedule A.


 


10.0                           Schedule
B of the Agreement is hereby deleted and replaced with the attached Amended
Schedule B an B1. The prices set forth on Amended Schedule B and B1 shall take
effect retroactively to November 1, 2005. Since ABNH has been ordering product
based on the Schedule B prices then in effect, promptly after the execution of
this Agreement, CFC will bill ABNH for the difference in price between Schedule
B and Amended Schedule B for any products ordered by ABNH starting on November
1, 2005 through the effective date of this Agreement.


 


11.0                           Governing
Law. This Amendment 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.


 


12.0                           Counterparts.
This Amendment may be executed in counterparts and all counterparts shall
constitute one document, notwithstanding that all the parties may not be
signatories to the same counterpart.


 


13.0                           Entire
Agreement. Except as expressly provided herein, the Agreement shall remain
unchanged and in full force and effect. Both parties are obligated to comply
with all of the terms of the Agreement (including without limitation as amended
by this Amendment) unless specifically waived or modified in writing. The
failure to enforce any specific term of the Agreement does not constitute a
waiver of a breach of the Agreement. [*].


 


[Signature page follows]


 






* Confidential


 

















 


 


IN WITNESS WHEREOF, the undersigned have hereby
executed this Amendment 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/ Roger Hruby

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Roger Hruby

  
	
   

  	
   

  	
  Title:

  	
  Chairman

  
					



 

















 


AMENDED SCHEDULE A


 


PROCEDURES
AND SPECIFICATIONS FOR CFC PRODUCTION OF HOLOMAGTM FOILS


 


In connection with the Development, Supply and
Subcontracting Agreement signed by American Bank Note Holographics, Inc. (“ABNH”)
and CFC International, Inc. (“CFC”) (jointly, the “Parties”) on May 30, 2001,
as amended on January 4, 2006, the schedule below sets forth the material
production procedures, specifications and security procedures for CFC to follow
in the manufacture of the HoloMagTM Foils for ABNH’s requirements.


 


1.             Production Procedures


 


The sequence of steps for the manufacture of the
HoloMagTM Foils is set forth below:


 


(a)                                  [*]


 


(b)                                 [*]


 


(c)                                  [*]


 


(d)                                 [*]


 


(e)                                  [*]


 


(f)                                    [*]


 


(g)                                 [*]


 


(h)                                 [*]


 


(i)                                     [*]


 


(j)                                     [*]


 


2.             Product Specifications


 


The HoloMagTM Foils shall have the following
specifications:


 


(a)                                  [*]


 


(i)                                     [*]


 


(ii)                                  [*]


 


(b)                                 [*]


 










* Confidential


 

















 


(i)                                     [*]


 


(ii)                                  [*]


 


(iii)                               [*]


 


(iv)                              [*]


 


(c)                                  [*]


 


(i)                                     [*]


 


(ii)                                  [*]


 


(iii)                               [*]


 


(d)                                 [*]


 


(i)                                     [*]


 


(ii)                                  [*]


 


(iii)                               [*]


 


(iv)                              [*]


 


(v)                                 [*]


 


(vi)                              [*]


 


3.             Security Procedures


 


(a)                                  CFC
will comply with all of the procedures set forth below as well as the requests
of ABNH’s customers as long as those requests are consistent with the normal
and customary security requirements for such customers’ secure vendors and are
consistent with all Federal, State and local requirements.[*]:


 


(i)                                     [*]


 


(ii)                                  ABNH
and its customers will conduct periodic security inspections of CFC’s
facilities to confirm that CFC’s facility complies with ABNH security
requirements as set forth herein (the “Security Inspection”).


 


(iii)                               [*]


 






* Confidential


 


2

















 


(iv)                              [*]


 


(v)                                 All
corrective actions must be made by CFC prior to running any further security
jobs for ABNH.


 


(b)                                 [*]


 


[*]:


 


(i)                                     [*]


 


(ii)                                  


 


(iii)                               [*]


 


(iv)          [*]


 


(c)                                  Physical
Security Procedures


 


(i)                                     High
Security Areas. Any area of CFC’s facility, which temporarily or permanently
stores any HoloMagTM Foils or in which work on any HoloMag Foils may be
performed, is a high security area (“CFC High Security Area”). In every CFC
High Security Area, CFC must maintain a level of physical security that
includes:


 


[*]


 


(ii)                                  [*]


 


(iii)                               [*]


 


(iv)          [*]


 


(v)           [*]


 


(vi)          [*]


 


(d)                                 Obligations
Following Initial Security Certification


 


(i)                                     CFC
must be in compliance with industry standards at all times and must notify ABNH
prior to redefining or making important changes to the security procedures or
security devices that were in place at the most recent security inspection.


 






* Confidential


 


[Signature page follows]


 


3





















 


IN WITNESS WHEREOF, the undersigned have hereby
executed this Agreement as 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/ Gregory Jehlik

  
	
   

  	
   

  	
  Name: Gregory Jehlik

  
	
   

  	
   

  	
  Title:   President
  and CEO

  
				



 

















 


FIGURE A-1


 


DIAGRAM


 


[*]


 






* Confidential


 

















 


Amended Schedule B


 


HOLOMAGTM
PRICING
[*]

PRICES BASED ON AGGREGATE OF P/O’S ISSUED AT THE SAME TIME


 


HICO - SILVER


 


	
   

  	
   

  	
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HICO - TINTED (GOLD OR OTHER)


 


	
   

  	
   

  	
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LOCO - SILVER


 


	
   

  	
   

  	
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LOCO - TINTED (GOLD OR OTHER)


 


	
   

  	
   

  	
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*Confidential


 

















 


Amended Schedule B1


 


HOLOMAGTM
PRICING [*]
PRICES BASED ON AGGREGATE OF P/O’S ISSUED AT THE SAME TIME


 


HICO – SILVER


 


	
   

  	
   

  	
  1/2”

  	
   

  	
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  Price/Roll

  	
   

  
	
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HICO - TINTED (GOLD OR OTHER)


 


	
   

  	
   

  	
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LOCO - SILVER


 


	
   

  	
   

  	
  1/2”

  	
   

  	
  1/3”

  	
   

  
	
  Volume

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  
	
  [*]

  	
   

  	
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LOCO - (GOLD OR OTHER)


 


	
   

  	
   

  	
  1/2”

  	
   

  	
  1/3”

  	
   

  
	
  Volume

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  
	
  [*]

  	
   

  	
  [*]

  	
   

  	
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  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  



 






*Confidential


 

















 


ABNH may implement the arrangement in this Amended
Schedule B1 at any time for any proportion of its requirements and will notify
CFC accordingly.


 

















 


	
   

  	
  SCHEDULE
  C

  	
  (Rev.
  010406A)

  



 


	
  ABNH PART #

  	
   

  	
  CFC PART #

  	
   

  	
  DESCRIPTION

  	
   

  	
  COERCIVITY

  	
   

  	
  WIDTH

  	
   

  	
  TRACK

  	
   

  	
  LCP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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*Confidential