Exhibit 10.1


 


CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO

RULE 24b-2 OF THE SECURITIES

EXCHANGE ACT OF 1934


 


 


Certain portions of
this exhibit have been omitted pursuant to a request for 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 Hologram Agreement


 


This Amendment
No. 1 to the Hologram Agreement dated as of February 28, 2003 (the “Agreement”)
by and between MasterCard International Incorporated, a Delaware corporation
with offices at 2000 Purchase Street, Purchase, New York 10577-2509
(“MasterCard”), and American Bank Note Holographics, Inc., a Delaware
corporation with offices at 399 Executive Blvd., Elmsford, NY 10523 (“ABNH”),
is made as of September 29, 2003.


 


The parties to
the Agreement, in consideration of the mutual promises, covenants, and
conditions set forth herein, agree as follows:


 


1.0                                 The Agreement is
hereby amended to include the manufacture and supply of holograms having the
specifications set forth on Exhibit A1 attached hereto (the “Debit
Holograms”).  ABNH shall manufacture,
and MasterCard shall purchase, the Debit Holograms under the Agreement pursuant
to the same terms and in the same manner as the holograms described in Exhibit
A of the Agreement.  For the removal of
doubt, the purchase price for the Debit Holograms shall equal the purchase
price for the standard holograms as set forth in Section 5.1 of the Agreement.


 


2.0                                 The Agreement is
hereby amended by deleting the first sentence of Section 1.3 and substituting
the following sentence in lieu thereof: “This Agreement shall be effective as
of the date first set forth  above and
shall remain in effect for a period of eight years from such date, unless
terminated earlier or extended as provided herein (the  “Term”).”


 


3.0                                 The Agreement is
hereby amended by inserting the following new sentence at the beginning of
Section 4.1 of the Agreement:  “ABNH
hereby licenses to MasterCard all copyright rights it owns or may acquire in
each MasterCard hologram.” For the removal of doubt, pursuant to Section 4 of
the Agreement, MasterCard shall have and retain ownership of each MasterCard
hologram design.


 


4.0                                 The parties agree the
purchase price for the holograms specified in Section 5.1 of the Agreement that
are applicable as of January 1, 2006 shall remain in effect from that date
through the end of the term of the Agreement.


 


5.0                                 The parties agree that
except as set forth herein, the Agreement shall remain unchanged and in full
force and effect.


 


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6.0                                 This Amendment shall
in all respects be governed, interpreted and enforced in accordance with the
internal laws of the State of New York without reference to principles and
conflicts of law, whose courts sitting in New York County or Westchester County
shall have sole jurisdiction in all claims.


 


IN WITNESS WHEROF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


 


	
  MASTERCARD
  INTERNATIONAL INCORPORATED

  	
   

  	
  AMERICAN
  BANK NOTE HOLOGRAPHICS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Ann
  Schmitt

  	
   

  	
  By:

  	
  /s/ Kenneth
  H. Traub

  	
   

  
	
  Title:

  	
  VP, Risk
  Solutions and Management

  	
   

  	
  Title:

  	
  President
  and CEO

  	
   

  
								



 


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EXHIBIT A1


 


DEBIT HOLOGRAM SPECIFICATIONS


 


1.0                                               MATERIAL


 


[*]


 


2.0                                               DESIGN


 


[*]


 


3.0                                               DIMENSIONS


 


[*]


 


4.0                                               HOLOGRAM
CHARACTERISTICS


 


[*]


 


 












*
Confidential.


 


3