**Exhibit 10.1**

 
| *** *** | ***CONFIDENTIAL TREATMENT***     |
|--------------|----------------------------------|
| *** *** | ***REQUESTED PURSUANT TO RULE*** |
| *** *** | ***24b-2 OF THE SECURITIES***    |
| ** **   | ***EXCHANGE ACT OF 1934***       |

 

**Certain portions of this exhibithave been omitted pursuant to a request for confidential treatment under Rule 24b-2of the Securities Exchange Act of 1934. The omitted materials have been filedseparately with the Securities and Exchange Commission.**

 

 

**Amendment No. 2 to Hologram Agreement**

 

This Amendment No. 2 to the HologramAgreement dated as of February 28, 2003 (as amended pursuant to Amendment No. 1dated as of September 29, 2003) (the “Agreement”) by and betweenMasterCard International Incorporated, a Delaware corporation with offices at2000 Purchase Street, Purchase, New York 10577-2509 (“MasterCard”), andAmerican Bank Note Holographics, Inc., a Delaware corporation with officesat 399 Executive Blvd., Elmsford, NY 10523 (“ABNH”), is made as of March 25,2005.

 

The parties to the Agreement, inconsideration of the mutual promises, covenants, and conditions set forthherein, agree as follows:

 

1.0           TheAgreement is hereby amended by deleting the text of Section 1.4 andreplacing it with the following:

 

“1.4         MasterCardshall have no obligation to order any minimum quantity of holograms from ABNHthat are the subject of this Agreement.  MasterCardshall purchase from ABNH 100% of MasterCard’s annual hologram volumerequirements.  ABNH currently operatesproduction facilities in Huntingdon Valley, PA and Dalton, MA which MasterCardhas inspected and approved for the production of MasterCard holograms inaccordance with the Agreement.  For solong as this Agreement is in effect, (a) ABNH shall produce the MasterCardholograms in accordance with this Agreement in the Huntingdon Valley facilityand the Dalton facility (the “Second Facility”), or such other facilities to beestablished by ABNH, subject to the reasonable approval of MasterCard and (b) ABNHshall continue to maintain the Second Facility and have it available for theproduction of MasterCard holograms.  ABNHshall provide notice to MasterCard at such time as MasterCard holograms arebeing produced at the Second Facility. ABNH shall establish, maintain and secure a hologram inventory storagesite for MasterCard-owned inventory on behalf of MasterCard at the Daltonfacility, or at such other site reasonably approved by MasterCard, at no extracharge to MasterCard.

 

2.0           Thefirst sentence of Section 1.5 of the Agreement is hereby amended bydeleting the words “the Second Supplier and” and inserting the words “contemplatedunder Section 20” following the words “the contingent supplier”.

 

3.0           TheAgreement is hereby amended to include the manufacture and supply of hologramshaving the specifications set forth on Exhibit A2 attached hereto (the “MiniHolograms”).  ABNH shall manufacture, andMasterCard shall purchase, the Mini Holograms under the Agreement pursuant tothe same terms and in the same manner as the holograms described in Exhibit Aof the Agreement.  For the removal ofdoubt, the purchase price for the Mini Holograms shall equal the purchase pricefor the standard holograms as set forth in Section 5.1 of the Agreement.

 

4.0           Theparties agree that except as set forth herein, the Agreement shall remainunchanged and in full force and effect.

 

5.0           ThisAmendment shall in all respects be governed, interpreted and enforced inaccordance with the internal laws of the State of New York without reference toprinciples and conflicts of law, whose courts sitting in New York County orWestchester County shall have sole jurisdiction in all claims.

 

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

 
| MASTERCARD INTERNATIONAL               | AMERICAN BANK NOTE       |
|----------------------------------------|--------------------------|
| INCORPORATED                           | HOLOGRAPHICS, INC.       |
|                                   |                     |
|                                   |                     |
| By:                                    | /s/ Sergio Pinon         |   | By: | /s/ Kenneth Traub |   |
| Name: Sergio  Pinon                    | Name: Kenneth  Traub     |
| Title: SVP, Security and Risk Services | Title: President and CEO |
|                                        |                          |  |  |  |  |

 

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EXHIBIT A2

 

MINI HOLOGRAMSPECIFICATIONS

 

1.0           MATERIAL

 

**[ * ]**

 

2.0           DESIGN

 

**[ * ]**

 

3.0           DIMENSIONS

 

**[ * ]**

 

4.0           HOLOGRAMCHARACTERISTICS

 

**4.1****          [* ]**

**4.2****          [* ]**

**4.3****          [* ]**

**4.4****          [* ]**

**4.5****          [* ]**

**4.6****          [* ]**

**4.7****          [* ]**

**4.8****          [* ]**

**4.9****          [* ]**

 

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*Confidential

 

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