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Exhibit 10.2 AMENDING AGREEMENT NO. 2 THIS AGREEMENTdated as of February 11, 2005, B E T W E E N: DELPHAX TECHNOLOGIES CANADA LIMITED
a corporation existing under
the laws of Ontario - and - ABN AMRO BANK N. V., CANADA BRANCH,
the Canadian Branch of a Netherlands Bank WHEREASDelphax Technologies Canada Limited (the Borrower) and ABN AMRO
Bank N.V., Canada Branch (Lender) entered into a credit agreement dated as of
February 4, 2004 (the Original Credit Agreement); AND WHEREASthe Borrower and Lender entered into Amendment No. 1 to (I)
loan and security agreement dated February 4, 2004 between Delphax Technologies
Inc. and LaSalle Business Credit, LLC, and (II) the Original Credit Agreement,
dated as of February 24, 2004 (Amendment No. 1); AND WHEREASthe parties hereto wish to amend the terms of the Original
Credit Agreement as amended by Amendment No. 1 on the terms and subject to the
conditions set out in this Agreement; NOW THEREFORE, in consideration of the premises and the agreements herein
set out and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. INTERPRETATION 1.1 Definitions. In this Agreement, the Original Credit Agreement, as amended
by Amendment No. 1 and as it may have been further amended, restated,
supplemented or otherwise modified from time to time is hereinafter referred to
as the Credit Agreement. 1.2 Headings.The division of this Agreement into sections and the insertion
of headings are for convenience of reference only and are not to affect the
construction or interpretation of this Agreement. 1.3 References. Unless otherwise specified, all references to sections and
subsections in this Agreement are to sections and subsections of the Credit
Agreement. Defined terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Credit Agreement. 1.4 Governing Law.This Agreement is governed by, and is to be construed and
interpreted in accordance with, the laws of the Province of Ontario and the
laws of Canada applicable in the Province of Ontario.




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1.5 One Agreement.This Agreement further amends and supplements the Credit
Agreement. This Agreement and the Credit Agreement shall be read together and
constitute one agreement with the same effect as if the amendments made by this
Agreement had been contained in the Credit Agreement as of the effective date
of this Agreement. All references in agreements between Borrower and Lender or
executed by Borrower for Lenders benefit that refer to the Credit Agreement
shall be deemed to refer to the Credit Agreement as amended hereby. 1.6 Effective Date.This Agreement including, without limitation, the
amendments to the Credit Agreement set out in Section 2 of this Agreement,
become effective from and including the date referenced on the first page
hereof. 1.7 Conflict. If there is a conflict between any provision of this Agreement
and any provision of the Credit Agreement, the relevant provision of this
Agreement shall prevail. 2. AMENDMENTS 2.1 Definitions. Subsection 1(a) is hereby amended by inserting the following definitions
of Applicable Margin and Debt Service Coverage in their correct
alphabetical order: "Applicable Margin shall mean, subject to the following paragraph, with
respect to the period beginning five Business Days after receipt by LaSalle of
quarterly financial statements of the Borrower (on a consolidated basis with
the Guarantor) and ending on the day five Business Days after the date such
financial statements for the next calendar quarter are actually delivered, the
percentage specified below, as applicable to Prime Rate Loans, BA Equivalent
Loans, U.S. Base Rate Loans or LIBO Rate Loans, based on the Debt Service
Coverage for the twelve month period ending on the date of calculation as shown
on such financial statements: BA Equivalent LoansPrime
    
    
    U.S. Base
    
    
    andDebt Service Coverage
    
    Rate Loans
    
    
    Rate Loans
    
    
    LIBO Rate Loansless than l.0 to 1.0
    
    
    2.25
    %
    
    
    0.75
    %
    
    
    3.75
    %1.0 to 1.0 to less than 1.25 to 1.0
    
    
    2.00
    %
    
    
    0.50
    %
    
    
    3.50
    %greater than or equal to 1.25 to 1.0
    
    
    1.75
    %
    
    
    0.25
    %
    
    
    3.25
    %
 During the period beginning on the date five Business Days after such
quarterly financial statements are required to be delivered pursuant to the
U.S. Loan and Security Agreement but are not delivered and ending five Business
Days after the date such financial statements for the next calendar quarter are
actually delivered, the Applicable Margin shall be as specified above for a
Debt Service Coverage of less than 1.0 to 1.0. The Applicable Margin as of
February 1, 2005 until the first adjustment is made pursuant to the terms
hereof shall be as specified above for a Debt Service Coverage of less than 1.0
to 1.0. "Debt Service Coverage shall have the meaning ascribed thereto in the
U.S. Loan and Security Agreement.




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2.2 Rates of Interest.The first two paragraphs of subsection 4(a) are hereby
amended by deleting them in their entirety and replacing them with the
following paragraphs: Interest accrued on all Loans shall be due and be paid by the Borrower on
the earliest of: (i) the last day of each month (for such month) and, in the
case of LIBO Rate Loans and BA Equivalent Loans the last day of the applicable
LIBO Interest Period or BA Period, computed through the immediately preceding
day; (ii) the date of acceleration following the occurrence of an Event of
Default in consequence of which LaSalle elects to accelerate their maturity and
payment; or (iii) termination of this Agreement pursuant to
section 9 hereof.
Subject to the immediately following sentence, Interest shall accrue on the
principal amount of the Revolving Loans made to the Borrower outstanding at the
end of each day at a fluctuating rate per annum equal to one and three quarters
percent (1.75%) above the Prime Rate in the case of Prime Rate Loans, three and
one quarter percent (3.25%) above the BA Equivalent Rate on the first day of
the applicable BA Period in the case of BA Equivalent Loans which rate shall
apply during such BA Period, one quarter of one percent (0.25%) above the U.S.
Base Rate in the case of U.S. Base Rate Loans and three and one quarter percent
(3.25%) above the LIBO Rate for the applicable LIBO Interest Period in the case
of LIBO Rate Loans. Notwithstanding the foregoing sentence, commencing on
February 1, 2005 and until five (5) Business Days after the Borrower has
delivered, or caused the Guarantor to deliver, the financial statements and the
compliance certificate required by Section 9(c) of the U.S. Loan and Security
Agreement for the calendar month ending June 30, 2005, interest shall accrue on
the principal amount of the Revolving Loans made to the Borrower outstanding at
the end of each day at a fluctuating rate per annum equal to the sum of (i) the
Prime Rate, plus (ii) the Applicable Margin in the case of Prime Rate Loans,
the sum of (i) the BA Equivalent Rate on the first day of the applicable BA
Period, plus (ii) the Applicable Margin in the case of BA Equivalent Loans
which rate shall apply during such BA Period, the sum of (i) the U.S. Base
Rate, plus (ii) the Applicable Margin in the case of U.S. Base Rate Loans and
the sum of (i) the LIBO Rate for the applicable LIBO Interest Period, plus (ii)
the Applicable Margin in the case of LIBO Rate Loans. LIBO Interest Period
shall mean any continuous period of thirty (30), sixty (60), ninety (90) or one
hundred eighty (180) days, as selected from time to time by the Borrower by
irrevocable notice (in writing, by telecopy, telex, telegram, electronic mail
or cable) given to LaSalle not less than three (3) Business Days prior to the
first day of each respective LIBO Interest Period; provided that: (A) each
such period occurring after such initial period shall commence on the day on
which the immediately preceding period expires; (B) the final LIBO Interest
Period shall be such that its expiration occurs on or before the end of the
Maturity Date; and (C) if for any reason the Borrower shall fail to timely
select a period, then such Loans shall continue as, or revert to, U.S. Base
Rate Loans. Subject to the immediately following sentence, interest shall accrue on
the principal amount of the Term Loan made to the Borrower outstanding at the
end of each day at a fluctuating rate per annum equal to one half of one
percent (0.50%) above U.S. Base Rate in the case of U.S. Base Rate Loans and
three and one half percent (3.50%) in excess of the LIBO Rate for the
applicable LIBO Interest Period in the case of LIBO Rate Loans. Notwithstanding
the foregoing sentence, commencing on February 1, 2005 and until five (5)
Business Days after the Borrower has delivered, or caused the Guarantor to
deliver, the financial statements and the compliance certificate required by
Section 9(c) of the U.S. Loan and Security Agreement for the calendar month
ending June 30, 2005, interest shall accrue on the principal amount of the Term
Loan made to the Borrower outstanding at the end of each day at a fluctuating
rate per annum equal to the sum of (i) the U.S. Base Rate, plus (ii) the
Applicable Margin, plus (iii) one quarter of one percent (0.25%) in the case
of U.S. Base Rate Loans and the sum of (i) the LIBO Rate for the applicable
LIBO Interest Period, plus (ii) the Applicable Margin, plus (iii) one quarter
of one percent (0.25%) in the case of LIBO Rate Loans.




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3. CONFIRMATIONS 3.1 Further Assurances.Borrower covenants and agrees, at its expense and upon
the request of Lender, to do all such further acts and to execute and deliver
all such further documents, agreements and instruments in favour of Lender as
may, in the opinion of Lender, be necessary or desirable in order to fully
perform or carry out the purpose and intent of the above undertakings. 3.2 Default.A default by Borrower under any provision of Section 4 of this
Agreement shall constitute an Event of Default under the Credit Agreement. 4. REPRESENTATIONS AND WARRANTIES Representations and Warranties of Borrower.Borrower represents and
warrants to Lender as follows: (a) Power and Capacity. It has full power and capacity to enter into,
deliver and perform its obligations under this Agreement and the Credit
Agreement as amended by this Agreement. (b) Due Authorization and No Conflict.The execution, delivery and
performance by it of this Agreement and the consummation of the transactions
contemplated by this Agreement and the Credit Agreement as amended by this
Agreement: (i) have been duly authorized by all
necessary corporate action; (ii) do not and will not conflict with,
result in any breach or violation of, or constitute a
default under, the constating documents or by-laws of or
any law, regulation, order, judgment, arrangement, writ,
injunction, decree, determination or award presently in
effect and applicable to it or any commitment, agreement
or any other instrument to which it is now a party or is
otherwise bound; (iii) do not result in or require the
creation of any security interest upon or with respect
to any of its properties or assets; and (iv) except as advised in writing to
Lender concurrently herewith, do not require the consent
or approval of, or registration or filing with, any
other party (including shareholders of Borrower) or any
governmental body, agency or authority. (c) Valid and Enforceable Obligations. Each of this Agreement and the
Credit Agreement as amended by this Agreement is a legal, valid and binding
obligation enforceable against it in accordance with its terms subject to
applicable bankruptcy, reorganization, winding-up, insolvency, moratorium or
other laws of general application affecting creditors rights generally and
general principles of equity. 5. GENERAL 5.1 Lenders Expenses.Borrower agrees to pay on demand all of Lenders
out-of-pocket costs and expenses (including without limitation legal fees and
expenses) arising in connection with this Agreement.




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5.2 Benefit of Agreement.This Agreement enures to the benefit of and binds the
parties and their respective successors and permitted assigns. 5.3 Further Assurances.Each party shall from time to time promptly execute and
deliver all further documents and take all further action necessary to give
effect to the provisions and intent of this Agreement. 5.4 No Novation.This Agreement will not discharge or constitute novation of
any debt, obligation, covenant or agreement contained in the Credit Agreement
or any of the Other Agreements (as defined in the Credit Agreement) but same
shall remain in full force and effect save to the extent same are amended by
the provisions of this Agreement. [The remainder of this page has been intentionally left blank.]




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5.5 Execution in Counterparts.This Agreement may be executed and delivered in any
number of counterparts, each of which when executed and delivered is an
original but all of which taken together constitute one and the same
instrument. IN WITNESS WHEREOFthe parties have executed this Agreement. DELPHAX TECHNOLOGIES CANADA LIMITED
    
    ABN AMRO BANK N. V., CANADA BRANCHBy:  /s/ Jeffrey S. Mathiesen

Name: Jeffrey S. Mathiesen
Title: Vice President and CFO
    
    By:    /s/ Darcy Mack

Name: Darcy  Mack
Title: First Vice PresidentBy:
    
    By:    /s/ Barry Walsh

Name: Barry Walsh
Title: First Vice PresidentI/we have authority to bind the
Corporation
    
    I/we have authority to bind the Bank.




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TO: ABN AMRO BANK N. V., CANADA BRANCH The undersigned: (a) acknowledges receipt of a copy of the aforesaid
Credit Agreement, and of the further amendments contained in the foregoing
Amending Agreement; (b) acknowledges and confirms that it is bound by the
provisions of the Credit Agreement, as amended by the foregoing Amending
Agreement, as a guarantor; (c) confirms any representation or warranty in any
way related to it therein and confirms the continuing nature thereof; (d)
covenants and agrees to abide by all covenants and agreements of the Borrower
to cause any action or thing to be done by it or otherwise relating to it; and
(e) confirms that the guarantee delivered to you by it pursuant to the Credit
Agreement, as amended by the foregoing Amending Agreement, guarantees, in
accordance with its terms, inter aliapayment of all obligations, liabilities
and indebtedness of Delphax Technologies Canada Limited to you under or in
respect of the Credit Agreement, as amended by the terms of the foregoing
Amending Agreement. DATED as of February 11, 2005 DELPHAX TECHNOLOGIES INC.By:
    /s/ Jeffrey S. MathiesenName:
    Jeffrey S. MathiesenTitle:
    Vice President and CFO

 
I have the authority to bind the
Corporation.