**Exhibit 10.1**

 

**CONFIDENTIAL TREATMENTREQUESTED PURSUANT TORULE 24b-2 OF THE SECURITIESEXCHANGE ACT OF 1934**

 

 

**Certain portions ofthis exhibit have been omitted pursuant to a request for confidential treatmentunder Rule 24b-2of the Securities Exchange Act of 1934. The omitted materials have been filedseparately with theSecurities and Exchange Commission.**

 

 

Amendment No. 1 to Hologram Agreement

 

This AmendmentNo. 1 to the Hologram Agreement dated as of February 28, 2003 (the “Agreement”)by and between MasterCard International Incorporated, a Delaware corporationwith offices at 2000 Purchase Street, Purchase, New York 10577-2509(“MasterCard”), and American Bank Note Holographics, Inc., a Delawarecorporation with offices at 399 Executive Blvd., Elmsford, NY 10523 (“ABNH”),is made as of September 29, 2003.

 

The parties tothe Agreement, in consideration of the mutual promises, covenants, andconditions set forth herein, agree as follows:

 

1.0                                 The Agreement ishereby amended to include the manufacture and supply of holograms having thespecifications set forth on Exhibit A1 attached hereto (the “DebitHolograms”).  ABNH shall manufacture,and MasterCard shall purchase, the Debit Holograms under the Agreement pursuantto the same terms and in the same manner as the holograms described in ExhibitA of the Agreement.  For the removal ofdoubt, the purchase price for the Debit Holograms shall equal the purchaseprice for the standard holograms as set forth in Section 5.1 of the Agreement.

 

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

 

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

 

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

 

5.0                                 The parties agree thatexcept as set forth herein, the Agreement shall remain unchanged and in fullforce and effect.

 

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

 

IN WITNESS WHEROF, the parties hereto have caused this Amendment to beduly 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                                               HOLOGRAMCHARACTERISTICS

 

**[*]**

 

 

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*****Confidential.

 

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