**Exhibit 10.1**
**AMERICAN BANK NOTE HOLOGRAPHICS, INC.**
**INDEMNIFICATION AGREEMENT**
This Indemnification Agreement (“**Agreement**”), is entered into as of the      dayof      ,      by and between American Bank Note Holographics, Inc., aDelaware corporation (the “**Company**”) and      who is currently servingas an officer and/or director of the Company (the “**Indemnitee**”).
RECITALS
          WHEREAS the Indemnitee is currently serving in the capacity or capacitiesdescribed above;
          WHEREAS, the Company has determined that it is in the best interest of theCompany to enter into indemnification agreements with its current officerand/or directors of the Company;
          WHEREAS, the Company wishes the Indemnitee to continue to serve in suchcapacity or capacities and the Indemnitee is willing, under the currentcircumstances, to continue in such capacity or capacities;
          WHEREAS, the Indemnitee is currently entitled to indemnification under theGeneral Corporation Law of the State of Delaware, the Amended and RestatedBy-laws and the Amended and Restated Certificate of Incorporation of theCompany, which the Indemnitee does not regard to be adequate protection againstthe risks associated with his service to or at the request of the Company;
          WHEREAS, the Company has concluded that additional protection isappropriate for its directors and officers; and
          WHEREAS, in view of the considerations set forth above, the Companydesires that Indemnitee be indemnified by the Company as set forth herein.
          **NOW, THEREFORE,**the Company and Indemnitee hereby agree as follows:
1.     (a)     Indemnification of Expenses. The Company shall indemnify Indemnitee tothe fullest extent permitted by Delaware law if Indemnitee is or becomes aparty to or witness or other participant in, or is threatened to be made aparty to or witness or other participant in, any threatened, pending orcompleted action, suit (derivative or otherwise), proceeding or alternativedispute resolution mechanism, or any hearing, inquiry or investigation thatIndemnitee, in good faith believes might lead to the institution of any suchaction, suit (derivative or otherwise), proceeding or alternative disputeresolution mechanism, whether civil, criminal, administrative, investigative orother (hereinafter a **“Claim”**) by reason of (or arising in part out of) anyevent or occurrence related to the fact that Indemnitee is or was a director,officer, employee, consultant, agent or fiduciary of the Company, or anysubsidiary of the Company, or is or was serving at the request of the Companyas a director, officer, employee, consultant, agent or fiduciary of anothercorporation, partnership, joint venture, trust or other enterprise, or byreason of any action or inaction on the part of Indemnitee while serving insuch capacity (hereinafter an **“Indemnifiable Event”**) against any and allexpenses (including attorneys’ fees and all other costs, expenses andobligations incurred in connection with investigating, defending, being awitness in or participating in (including on appeal), or preparing to defend,be a witness in or participate in, any such action, suit (derivative orotherwise), proceeding, alternative dispute resolution mechanism hearing,inquiry or investigation), judgments, fines, penalties and amounts paid insettlement (if such settlement is approved in advance by the Company, whichapproval shall not be unreasonably withheld) of such Claim and any federal,state, local or foreign taxes imposed on Indemnitee as a result of the actualor deemed receipt of any payments under this Agreement (collectively,hereinafter **“Expenses”**), including all interest, assessments and other chargespaid or payable in connection with or in respect of such Expenses.
     (b)     Reviewing Party. Notwithstanding the foregoing, (i) the obligationsof the Company under Section 1(a) shall be subject to the condition that theReviewing Party (as described in Section 10(c) hereof) shall not havedetermined that Indemnitee would not be permitted to be indemnified underapplicable law, and (ii) the
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 obligation of the Company to make an advance payment of Expenses toIndemnitee pursuant to Section 2(a) (an **“Expense Advance”**) shall be subject tothe condition that, if, when and to the extent that the Reviewing Partydetermines that Indemnitee would not be permitted to be so indemnified underapplicable law, the Company shall be entitled to be reimbursed by Indemnitee(who hereby agrees to execute an undertaking to reimburse the Company) for allsuch amounts theretofore paid; provided, however, that if Indemnitee hascommenced or thereafter commences legal proceedings in a court of competentjurisdiction to secure a determination that Indemnitee should be indemnifiedunder applicable law, any determination made by the Reviewing Party thatIndemnitee would not be permitted to be indemnified under applicable law shallnot be binding and Indemnitee shall not be required to reimburse the Companyfor any Expense Advance until a final judicial determination is made withrespect thereto (as to which all rights of appeal therefrom have been exhaustedor lapsed). Indemnitees’ obligation to reimburse the Company for any ExpenseAdvance shall be unsecured and no interest shall be charged thereon.Indemnitee shall have the right, within 60 days of a determination by theReviewing Party that Indemnitee substantively would not be permitted to beindemnified in whole or in part under applicable law, or within 30 days orIndemnitee’s request for payment if there has been no determination by theReviewing Party, to commence litigation in any court of competent jurisdiction,or seek an award in arbitration to be conducted by a single arbitrator pursuantto the rules of the American Arbitration Association, which award shall bedeemed final, unappealable and binding, to determine whether Indemnitee shouldbe indemnified under applicable law, or to challenge any such determination bythe Reviewing Party or any aspect thereof, including the legal or factual basestherefor. Any such court or arbitrator, as the case may be, shall thereuponhave the exclusive authority to make such determination unless and until suchcourt or arbitrator dismisses or otherwise terminates such action withouthaving made a determination. The Company hereby consents to service of processand to appear in any such proceeding. In any such action before the court orarbitrator, Indemnitee shall be presumed to be entitled to indemnification andthe Company shall have the burden of proving that indemnification is notrequired under this Agreement. All fees and expenses of any arbitratorpursuant to this provision and all reasonable fees and expenses of counselretained by Indemnitee in connection with any court or arbitration finding anobligation greater than that assumed by the Company prior to commencement ofsuch court action or arbitration shall be paid by the Company. Anydetermination by the Reviewing party otherwise shall be conclusive and bindingon the Company and Indemnitee.
     (c)     Mandatory Payment of Expenses. Notwithstanding any other provision ofthis Agreement other than Section 9 hereof, to the extent that Indemnitee hasbeen successful on the merits or otherwise, including, without limitation, thedismissal of an action without prejudice, in defense of any action, suit(derivative or otherwise), proceeding, inquiry or investigation referred to inSection (l)(a) hereof or in the defense of any claim, issue or matter therein,Indemnitee shall be indemnified against all Expenses incurred by Indemnitee inconnection therewith.
2.      Expenses; Indemnification Procedure.
     (a)     Advancement of Expenses. The Company shall advance all Expensesincurred by Indemnitee. The advances to be made hereunder shall be paid by theCompany to Indemnitee as soon as practicable but in any event no later thanfive days after written demand by Indemnitee therefor to the Company whichshall be accompanied by an undertaking to repay such Expenses, as required bythe General Corporation Law of the State of Delaware (“**DGCL**”), in the eventthat it is determined by the Reviewing Party (subject to the Indemnitee’s rightto litigate or compel arbitration with respect to such determination describedin Section 1(b) hereof) that pursuant to the DGCL, the Indemnitee is notentitled to be indemnified by the Company.
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     (b)     Notice/Cooperation by Indemnitee. Indemnitee shall, as a conditionprecedent to Indemnitee’s right to be indemnified under this Agreement, givethe Company notice in writing as soon as practicable of any Claim made againstIndemnitee for which indemnification will or could be sought under thisAgreement. Notice to the Company shall be directed to the Chief ExecutiveOfficer of the Company at the address shown on the signature page of thisAgreement (or such other address as the Company shall designate in writing toIndemnitee). In addition, Indemnitee shall give the Company such informationand cooperation as it may reasonably require and as shall be withinIndemnitee’s power. Failure on the part of the Indemnitee to give such noticeshall not constitute a waiver of the Indemnitee’s rights under this Agreementnor shall it constitute a breach of this Agreement, provided that such failureto notify the Company as provided for in this Section 2(b) does not undulyburden or prejudice the rights of the Company under this Agreement.
     (c)     No Presumptions; Burden of Proof. For purposes of this Agreement, thetermination of any Claim by judgment, order, settlement (whether with orwithout court approval) or conviction, or upon a plea of nolo contendere, orits equivalent, shall not create a presumption that Indemnitee did not meet anyparticular standard of conduct or have any particular belief or that a courthas determined that indemnification is not permitted by applicable law. Inaddition, neither the failure of the Reviewing Party to have made adetermination as to whether Indemnitee has met any particular standard ofconduct or had any particular belief, nor an actual determination by theReviewing Party that Indemnitee has not met such standard of conduct or did nothave such belief, prior to the commencement of legal proceedings by Indemniteeto secure a judicial determination that Indemnitee should be indemnified underapplicable law, shall be a defense to indemnitee’s claim or create apresumption that Indemnitee has not met any particular standard of conduct ordid not have any particular belief. In connection with any determination bythe Reviewing Party or otherwise as to whether Indemnitee is entitled to beindemnified hereunder, the burden of proof shall be on the Company to establishthat Indemnitee is not so entitled.
     (d)     Notice to Insurers. At the time of the receipt by the Company of anotice of a Claim pursuant to Section 2(b) hereof, the Company shall giveprompt notice of the commencement of such Claim to its insurers in accordancewith the procedures set forth in the respective policies. The Company shallthereafter take all necessary or desirable action to cause such insurers topay, on behalf of Indemnitee, all amounts payable as a result of such action,suit (derivative or otherwise), proceeding, inquiry or investigation inaccordance with the terms of such policies.
     (e)     Selection of Counsel. In the event the Company shall be obligatedhereunder to pay the Expenses of any Claim, the Company shall be entitled toassume the defense of such Claim with counsel approved by Indemnitee, whichapproval shall not be unreasonably withheld, upon the delivery to Indemnitee ofwritten notice of its election so to do. After delivery of such notice,approval of such counsel by Indemnitee and the retention of such counsel by theCompany, the Company will not be liable to Indemnitee under this Agreement forany fees of counsel subsequently incurred by Indemnitee with respect to thesame Claim; provided that, (i) Indemnitee shall have the right to employIndemnitee’s counsel in any such claim at Indemnitee expense and (ii) if (A)the employment of counsel by Indemnitee has been previously authorized by theCompany, (B) Indemnitee shall have reasonably concluded that there is aconflict of interest between the Company and Indemnitee in the conduct of anysuch defense, or (c) the Company shall not continue to retain such counsel todefend such Claim, then the fees and expenses of Indemnitee counsel shall be atthe expense of the Company. The Company shall have the right to conduct suchdefense as it sees fit in its sole discretion, including the right to settleany Claim against Indemnitee without the consent of the Indemnitee provided (i)the Company holds the Indemnitee harmless in connection with any suchsettlement, (ii) the Indemnitee receives a full release from liability underthe Claim settled and (iii) there are no non-monetary penalties or obligationsof the Indemnitee required by such settlement agreement.
3.      Additional Indemnification Rights: Nonexclusivity.
     (a)     Scope. The Company hereby agrees to indemnify Indemnitee to thefullest extent permitted by law, notwithstanding that such indemnification isnot specifically authorized by the other provisions of this Agreement, theCompany’s Amended and Restated Certificate of Incorporation, the Company’sAmended and Restated Bylaws or by statute. In the event of any change afterthe date of this Agreement in any applicable law, statute or rule which expandsthe right of a Delaware corporation to indemnify a member of its Board ofDirectors or an officer, employee, consultant, agent or fiduciary, it is theintent of the parties hereto that Indemnitee shall enjoy by this Agreement thegreater benefits afforded by such change. In the event of any change in anyapplicable law,
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statute or rule which narrows the right of a Delaware corporation toindemnify a member of its Board of Directors or an officer, employee,consultant, agent or fiduciary, such change, to the extent not otherwiserequired by such law, statute or rule to be applied to this Agreement, shallhave no effect on this Agreement or the parties’ rights and obligationshereunder except as set forth in Section 8(a) hereof.
     (b)       Amendment to Indemnification Rights. The Company shall not adopt anyamendment to its Amended and Restated Certificate of Incorporation (the“**Certificate**”) or Amended and Restated By-Laws (the “**By-Laws**”) the effect ofwhich would be to deny, diminish or encumber Indemnitee’s rights to indemnitypursuant to the Certificate, By-Laws, the DGCL or any other applicable law asapplied to any act or failure to act occurring in whole or in part prior to thedate (the “**Effective Date**”) upon which the amendment was approved by theCompany’s Board of Directors or stockholders, as the case may be. In the eventthat the Company shall adopt any amendment to its Certificate or By-Laws theeffect of which is to change Indemnitee’s rights to indemnity under suchinstruments, such amendment shall apply only to acts or failures to actoccurring entirely after the Effective Date thereof. The Company shall givewritten notice to Indemnitee of any proposal which respect to any suchamendment no later than the date such amendment is first presented to the Boardof Directors (or any committee thereof) for consideration, and shall provide acopy of any such amendment to Indemnitee promptly after itsadoption.
     (c)       Nonexclusivity. The indemnification provided by this Agreement shallbe in addition to any rights to which Indemnitee may be entitled under theCompany’s Certificate, its Bylaws, any agreement, any vote of stockholders ordisinterested directors, the DGCL, or otherwise. The indemnification providedunder this Agreement shall continue as to Indemnitee for any action Indemniteetook or did not take while serving in an indemnified capacity even thoughIndemnitee may have ceased to serve in such capacity.
4.      No Duplication of Payments. The Company shall not be liable under thisAgreement to make any payment in connection with any Claim made againstIndemnitee to the extent Indemnitee has otherwise actually received payment(under any insurance policy, Certificate of Incorporation, Bylaw or otherwise)of the amounts otherwise indemnifiable hereunder.
5.       Partial Indemnification. If Indemnitee is entitled under any provision ofthis Agreement to indemnification by the Company for some or a portion ofExpenses incurred in connection with any Claim, but not, however, for all ofthe total amount thereof, the Company shall nevertheless indemnify Indemniteefor the portion of such expenses to which Indemnitee are entitled.
6.       Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that incertain instances, Federal law or applicable public policy may prohibit theCompany from indemnifying its directors, officers, employees, consultants,agents or fiduciaries under this Agreement or otherwise. Indemniteeunderstands and acknowledges that the Company has undertaken or may be requiredin the future to undertake with the Securities and Exchange Commission tosubmit the question of indemnification to a court in certain circumstances fora determination of the Company’s right under public policy to indemnifyIndemnitee.
7.       Liability Insurance.
     (a)       Except as provided in (b) below, the Company hereby agrees to use itsbest efforts to maintain directors and officers liability insurance in theamount provided for in its current policy for Indemnitee so long as Indemniteeshall continue to serve as a director, officer or key employee of the Company,and thereafter, so long as Indemnitee shall be subject to any possible claim orthreatened, pending or completed action, suit (derivative or otherwise) orproceeding, whether civil, criminal, administrative or investigative, by reasonof the fact that Indemnitee was a director, officer or key employee of theCompany.
     (b)       The Company shall have no obligation hereunder to obtain or maintaindirectors and officers liability insurance if, in the reasonable businessjudgment of the Board of Directors of the Company, such insurance is notreasonably available, the premium costs for such insurance are disproportionateto the amount of coverage provided, or the coverage provided by such insuranceis limited, by exclusions or otherwise, so as to provide insufficient benefit.
     (c)       To the extent that the Company maintains liability insuranceapplicable to directors, officers, employees, agents or fiduciaries, Indemniteeshall be covered by such policies in such a manner as to provide
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Indemnitee the same rights and benefits as are accorded to the most favorablyinsured of the Company’s directors, officers, key employees, agents orfiduciaries.
     (d)     The Company shall give prompt written notice to Indemnitee of anyamendment or other change or modification, or any proposed amendment change ormodification, to any policy of directors and officers liability insurancemaintained by the Company and covering indemnitee.
8.     Exceptions. Any other provision herein to the contrary notwithstanding, theCompany shall not be obligated pursuant to the terms of this Agreement:
     (a)     Excluded Action or Omissions. To indemnify indemnitee forIndemnitee’s acts, omissions or transactions from which the Indemnitee may notbe relieved of liability under applicable law;
     (b)     Claims Initiated by Indemnitee. To indemnify or advance expenses toIndemnitee with respect to Claims initiated or brought voluntarily byIndemnitee and not by way of defense, except (i) with respect to actions orproceedings brought to establish or enforce a right to indemnification underthis Agreement or any other agreement or insurance policy or under theCompany’s Certificate or Bylaws now or hereafter in effect relating to Claimsfor Indemnifiable Events, (ii) in specific cases if the Board of Directors hasapproved the initiation or bringing of such Claim, or (iii) as otherwiserequired under Section 145 of the DGCL, regardless of whether Indemniteeultimately is determined to be entitled to such indemnification, advanceexpense payment or insurance recovery, as the case may be;
     (c)     Lack of Good Faith. To indemnify Indemnitee for any expenses incurredby Indemnitee with respect to any proceeding instituted by Indemnitee toenforce or interpret this Agreement, if a court of competent jurisdictiondetermines that each of the material assertions made by Indemnitee in suchproceeding was not made in good faith or was frivolous; or
     (d)     Claims Under Section 16(b). To indemnify Indemnitee for expenses andthe payment of profits arising from the purchase and sale by Indemnitee ofsecurities in violation of Section 16(b) of the Securities Exchange Act of1934, as amended, or any similar successor statute.
9.     Period of Limitations. No legal action shall be brought and no cause ofaction shall be asserted by or in the right of the Company against Indemnitee,Indemnitee’s estate, spouse, heirs, executors or personal or legalrepresentatives after the expiration of two years from the date of accrual ofsuch cause of action, and any claim or cause of action of the Company shall beextinguished and deemed released unless asserted by the timely filing of alegal action within such two-year period; provided, however, that if anyshorter period of limitations is otherwise applicable to any such cause ofaction, such shorter period shall govern.
10.     Construction of Certain Phrases.
     (a)     For purposes of this Agreement, references to the “Company” shallinclude any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify itsdirectors, officers, employees, consultants, agents or fiduciaries, so that ifIndemnitee is or was a director, officer, employee, consultant, agent orfiduciary of such constituent corporation, or is or was servicing at therequest of such constituent corporation as a director, officer, employee,consultant, agent or fiduciary of another corporation, partnership, jointventure, employee benefit plan, trust or other enterprise, Indemnitee shallstand in the same position under the provisions of this Agreement with respectto the resulting or surviving corporation as Indemnitee would have with respectto such constituent corporation if its separate existence had continued.
     (b)     For purposes of this Agreement, references to “other enterprises”shall include employee benefit plans; references to “fines” shall include anyexcise taxes assessed on Indemnitee with respect to an employee benefit plan;and references to “serving at the request of the Company” shall include anyservice as a director, officer, employee, consultant, agent or fiduciary of theCompany which imposes duties on, or involves services by, such director,officer, employee, consultant, agent or fiduciary with respect to an employeebenefit plan, its participants or its beneficiaries; and if Indemnitee acted ingood faith and in a manner Indemnitee reasonably believed to be in the interestof the participants and beneficiaries of an employee benefit plan, Indemniteeshall be
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deemed to have acted in a manner “not opposed to the best interests of theCompany” as referred to in this Agreement.
     (c)     For purposes of this Agreement a “Reviewing Party” shall mean a personor group of persons, mutually agreed upon by the Board and the Indemnitee,consisting of a majority of the independent directors of the Company’s Board ofDirectors, provided that in the event that the Board and the Indemnitee cannotmutually agree upon a person or group of persons, the Reviewing Party shall belegal counsel reasonably acceptable to the Board (provided that such counselhas not otherwise performed services for the Company or Indemnitee within thelast three (3) years (other than with respect to matters concerning the rightsof Indemnitee under this Agreement)), which shall provide a written report ofits findings to the Board and the Indemnitee. “Independent directors,” for thepurposes of this Section 10(c), shall mean those members of the Board ofDirectors who are not a party to the particular Claim for which indemnitee isseeking indemnification.
11.     Counterparts. This Agreement may be executed in one or more counterparts,each of which shall constitute an original.
12.     Binding Effect; Successors and Assigns. This Agreement shall be bindingupon and inure to the benefit of and be enforceable by the parties hereto andtheir respective successors, assigns, including any direct or indirectsuccessor by purchase, merger, consolidation or otherwise to all orsubstantially all of the business and/or assets of the Company, spouses, heirs,and personal and legal representatives. The Company shall require and causeany successor (whether direct or indirect by purchases merger, consolidation orotherwise) to all, substantially all, or substantial part, of the businessand/or assets of the Company, by written agreement in form and substancesatisfactory to Indemnitee, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform if no such succession had taken place. This Agreementshall continue in effect with respect to Claims relating to IndemnifiableEvents regardless of whether Indemnitee continues to serve as director,officer, employee, consultant, agent or fiduciary of the Company or of anyother enterprise at the Company’s request.
13.     Attorneys’ Fees. In the event that any action is instituted by Indemniteeunder this Agreement or under any liability insurance policies maintained bythe Company to enforce or interpret any of the terms hereof or thereof,Indemnitee shall be entitled to be paid all Expenses incurred by Indemniteewith respect to such action, regardless of whether Indemnitee is ultimatelysuccessful in such action, and shall be entitled to the advancement of Expenseswith respect to such action, unless, as a part of such action, a court ofcompetent jurisdiction over such action determines that each of the materialassertions made by Indemnitee as a basis for such action was not made in goodfaith or was frivolous. In the event of an action instituted by or in the nameof the Company under this Agreement to enforce or interpret any of the terms ofthis Agreement, Indemnitee shall be entitled to be paid all Expenses incurredby Indemnitee in defense of such action (including costs and expenses incurredwith respect to Indemnitee counterclaims and cross-claims made in such action),and shall be entitled to the advancement of Expenses with respect to suchaction, unless as a part of such action, a court having jurisdiction over suchaction determines that each of Indemnitee material defenses to such action wasmade in bad faith or was frivolous.
14.     Notice. All notices and other communications required or permittedhereunder shall be in writing, shall be effective when given, and shall in anyevent be deemed to be given (a) five (5) days after deposit with the U.S.Postal Service or other applicable postal service, if delivered by first classmail, postage prepaid, (b) upon delivery, if delivered by hand, (c) onebusiness day after the business day of deposit with Federal Express or similarovernight courier, freight prepaid, or (d) one day after the business day ofdelivery by facsimile transmission, if delivered by facsimile transmission, andshall be addressed if to Indemnitee, at the Indemnitee address as set forthbeneath Indemnitee signatures to this Agreement and if to the Company at theaddress of its principal corporate offices (Attention: Chief ExecutiveOfficer).
15.     Consent to Jurisdiction. The Company and Indemnitee each herebyirrevocably consent to the jurisdiction of the courts of the State of Delawarefor all purposes in connection with any action or proceeding which arises outof or relates to this Agreement and agree that any action instituted under thisAgreement shall be commenced, prosecuted and continued only in the court ofchancery of the State of Delaware in and for New Castle County, which shall bethe exclusive and only proper forum for adjudicating such a claim.
16.     Severability. The provisions of this Agreement shall be severable in theevent that any of the provisions hereof (including any provision within asingle section, paragraph or sentence) are held by a court of competentjurisdiction to be invalid, void or otherwise unenforceable, and the remainingprovisions shall remain
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enforceable to the fullest extent permitted by law. Furthermore, to thefullest extent possible, the provisions of this Agreement (including. withoutlimitations, each portion of this Agreement containing any provision held to beinvalid, void or otherwise unenforceable, that is not itself invalid, void orunenforceable) shall be construed so as to give effect to the intent manifestedby the provision held invalid, illegal or unenforceable.
17.     Choice of Law. This Agreement shall be governed by and its provisionsconstrued and enforced in accordance with the laws of the State of Delaware, asapplied to contracts between Delaware residents, entered into and to beperformed entirely within the State of Delaware, without regard to the conflictof laws principles thereof.
18.     Subrogation. In the event of payment under this Agreement, the Companyshall be subrogated to the extent of such payment to all of the rights ofrecovery of Indemnitee who shall execute all documents required and shallrequired and shall do all acts that may be necessary to secure such rights andto enable the Company effectively to bring suit to enforce such rights.
19.     Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writingsigned by both the parties hereto. No waiver of any of the provisions of thisAgreement shall be deemed or shall constitute a waiver of any other provisionshereof (whether or not similar) nor shall such waiver constitute a continuingwaiver.
20.     Integration and Entire Agreement. This Agreement sets forth the entireunderstanding between the parties hereto and supersedes and merges all previouswritten and oral negotiations, commitments, understandings and agreementsrelating to the subject matter hereof between the parties hereto.
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     IN WITNESS WHEREOF, the parties hereto have executed this IndemnificationAgreement as of the date first above written.
 AMERICAN BANK NOTE HOLOGRAPHICS, INC.
 Name: