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                                                                 Exhibit 10.1(g)

[POLAROID LOGO]
                                                            Polaroid Corporation
                                                            1265 Main Street
                                                            Waltham, MA 02451

July 23, 2004

Mr. Ira H. Parker
224 Lowell Road
Wellesley, Massachusetts 02481

Dear Ira:

Re: MODIFICATION TO OPTION GRANT AWARD

This letter is a supplement to the letter to you of March 15, 2004 (your "Grant
Letter"), notifying you that pursuant to the Polaroid Holding Company 2004 Stock
Option Plan you had been granted non-qualified stock options (described therein
as the "Award" or the "Option") to purchase 33,312 shares of Common Stock, par
value $.001 at a price of $5.59 per share.

In connection with your Award, you agreed, among other things, that you would be
bound by the terms of the Amended and Restated Securities Holders Agreement by
and among Polaroid Holding Company, One Equity Partners, LLC and the other
investors named therein dated as of February 5, 2003, as amended from time to
time (the "Securities Holders Agreement").

Section 4.3 of the Securities Holders Agreement provides for the process of
liquidation of any restricted Common Stock held by Management Investors in the
event of an Approved Sale. Basically, in such an event 50% of Unvested Shares of
restricted Common Stock will become Vested Shares. Pursuant to Section 4.5 of
the Securities Holders Agreement, the proceeds of the sale of any remaining
Unvested Shares will be placed into a trust and distributed over no more than
two years if the Management Investor remains an employee.

The Company now wants to extend benefits parallel to those of Sections 4.3 and
4.5 to Option holders.

Accordingly, in the event of an Approved Sale before your Option has otherwise
become fully exercisable, fifty percent (50%) (or such greater portion as the
Administrator of the 2004 Stock Option Plan shall, in its sole discretion,
determine) of the portion of your Option that is Unvested will be accelerated.
The portion of your Option that is exercisable will be increased to this extent.
Upon consummation of that Approved Sale, the Option Shares you have acquired by
exercise of your Option, including by exercise of

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Mr. Ira H. Parker                       2                          July 23, 2004

the accelerated portion of your Option, will be considered Vested Shares for
purposes of Section 4.3 of the Securities Holders Agreement.

The remaining portion of your Option that is not exercisable, after giving
effect to the acceleration described in the immediately preceding paragraph (the
"Unaccelerated Option") may, subject to the Administrator's discretion under the
2004 Stock Option Plan, be cancelled upon consummation of the Approved Sale. If
the Unaccelerated Option is cancelled, however, an amount equal to the net
proceeds that you would have received had you been able to exercise the
Unaccelerated Option and then sell the underlying Option Shares in the Approved
Sale (the "Approved Sale Option Escrow Amount"), i.e., the excess of the
Approved Sale price per share, less the exercise price per share, multiplied by
the number of shares of Common Stock subject to the cancelled portion of your
Option, will be dealt with as specified in Paragraphs 1 through 4 below:

     1.   EMPLOYMENT CONDITION. If you are offered employment and continue your
employment on the terms and conditions, and for the period, described in
Paragraph 4 below, the Approved Sale Option Escrow Amount will be deposited into
a trust for your benefit until those proceeds (together with any interest earned
thereon) are distributed to you as described in Paragraph 3(a) or Paragraph
3(b), or until there is an event of forfeiture as described in Paragraph 3(c).
Any funds subject to such forfeiture shall be paid to the Company or its
successor. Any distributions made from the trust to you or to your heirs,
administrators, or estate, shall be paid net of all legally required taxes and
other withholdings.

     2.   TRUST. The trust described in Paragraph 1 shall be established in
accordance with such agreements and instruments as shall be reasonably
determined by the Board of Directors of the Company and shall permit the trustee
thereunder to invest the assets held in such trust in such manner, consistent
with such trustee's fiduciary obligations, as such trustee shall reasonably
determine. The trust agreement shall provide:

     (a)  that the assets of the trust shall not be subject to the claims of the
     Company or any successor to the Company, except as provided herein in the
     case of forfeiture: and

     (b)  that in the event any Employee Investor prevails in a suit against the
     Company or the trustee regarding his or her right to assets held in the
     trust, the Company shall pay the reasonable attorneys' fees and expenses of
     the Employee Investor incurred in such suit.

     3.   DISTRIBUTION. On each of the first two anniversaries of the
consummation of an Approved Sale, the trustee shall distribute 50% of your
Approved Sale Option Escrow Amount (together with any interest earned thereon)
to you, PROVIDED, HOWEVER:

     (a)  that the full amount of your Approved Sale Option Escrow Amount
     (together with any interest thereon) will be distributed to you no later
     than the

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Mr. Ira H. Parker                       3                          July 23, 2004

     date upon which, had no Approved Sale occurred, your Unaccelerated Option
     would have first become fully exercisable;

     (b)  that in the event that your employment is terminated by the Company or
     its successor or a subsidiary thereof without Cause or you cease to be
     employed by the Company or its successor or a subsidiary thereof by reason
     of death, retirement at age 65 or more under normal retirement policies, or
     temporary or permanent disability, the trustee shall promptly pay all
     remaining assets held for your account to you, or to your heirs,
     administrators, or estate (with any interest earned thereon); and

     (c)  that in the event that you cease to be employed by the Company or its
     successor or a subsidiary thereof (other than by reason of an approved
     leave of absence) for any reason other than death, retirement at age 65 or
     more under normal retirement policies, temporary or permanent disability,
     or termination by the Company or its successor or a subsidiary thereof
     without Cause, all of your interest in such assets shall immediately
     terminate and be paid to the Company or its successor as specified in
     Paragraph 1.

     4.   RELEASE OF EMPLOYMENT CONDITION. You shall not be bound by the
provisions of Paragraphs 1 through 3 above, and the net proceeds described in
Paragraph 1 shall be paid to you) at the time of the Approved Sale, unless the
Company or a successor of the Company agrees in writing to continue your
employment, on terms and conditions at least as favorable, in the aggregate, to
you as the terms and conditions of your employment prior to the Approved Sale,
through the earlier of:

     (a)  the period ending on the second anniversary of the closing of the
          Approved Sale or

     (b)  the date upon which your Option would have become fully exercisable
          had no Approved Sale occurred.

     5.   ENFORCEABLITY. Except as supplemented by this letter, your Grant
Letter and the documents incorporated therein by reference, remain in full
effect in accordance with their terms.

Any capitalized terms that are used, but not defined, in this letter shall have
the meaning given to them by the 2004 Stock Option Plan or the Securities
Holders Agreement, as applicable. The construction and interpretation of any
provision of your Option or the Plan, including this supplemental letter, shall
be final and conclusive when made by the Administrator.

Nothing in this letter shall confer on you the right to continue in the service
of the Company or interfere in any way with the Company's right to terminate
your service at any time.

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Mr. Ira H. Parker                       4                          July 23, 2004

Please indicate your understanding and agreement to this supplemental letter by
signing and returning a copy of this letter to Louise L. Cavanaugh within ten
(10) days from the date of this letter.

Very truly yours,

POLAROID CORPORATION


By: /s/ Ronald A. Porter
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     Ronald A. Porter
     Vice President, Human Resources


ACKNOWLEDGEMENT AND ACCEPTANCE


The undersigned hereby acknowledges and agrees to the foregoing:


/s/ Ira H. Parker
------------------------
Ira H. Parker


Date:
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