Exhibit 10.2


 


	
   

  	
  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. 3 to Hologram Agreement


 


This Amendment No. 3 to the Hologram
Agreement dated as of February 28, 2003 (as amended pursuant to Amendment No. 1
dated as of September 29, 2003 and Amendment No. 2 dated as of March 25,
2005) (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 2 Applegate Drive, Robbinsville, NJ 08691
(“ABNH”), is made as of August 24, 2005.


 


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 by ABNH of
holographic magnetic stripes having the specifications set forth on Exhibit A3
attached hereto (the “HoloMagTM”).  ABNH
shall manufacture, and MasterCard shall purchase, the HoloMag under the
Agreement pursuant to the same terms and in the same manner as the holograms
described in Exhibit A of the Agreement in all respects other than those
terms specifically modified in this Amendment No. 3.  Exhibit A3 sets forth the design
specifications for the [ * ]
MasterCard HoloMag “stripe” which has been designed and originated by ABNH at
ABNH’s expense and which design specifications are hereby accepted by
MasterCard.  [ * ].  Subject to MasterCard approval, not to be
unreasonably withheld, ABNH shall be entitled to subcontract certain of the
production steps in the manufacture of HoloMag at its discretion, but ABNH
shall at all times, be responsible for the security and quality of the HoloMag
product it supplies to MasterCard.  The
price of HoloMag shall be [ * ].


 


2.0   ABNH
hereby represents and warrants that HoloMag is designed and will be
manufactured to be used on payment cards in lieu of the magnetic stripe
currently used on most or all MasterCard branded cards and will meet or exceed
ISO Standards applicable to such magnetic stripe as such ISO Standards may be
amended from time to time.


 


3.0   The
Agreement is hereby amended by deleting the first sentence of Section 1.3
of the Agreement (as amended by Amendment No. 1), 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 ten (10) years from such date, unless
terminated earlier or extended as provided herein (the “Term”).


 


4.0   The
parties hereby agree that Section 13 of the Agreement (Indemnity) shall
apply to the HoloMag in the same manner as such Section 13 applies to any
hologram ABNH manufactures for MasterCard pursuant to the Agreement.


 


5.0   The
parties acknowledge that notice has been given by ABNH and accepted by
MasterCard, pursuant to Section 1.4 of the Agreement (as modified by
Amendment No. 2), that during 2005, ABNH is moving all of its operations from
Huntingdon Valley, PA and Elmsford, NY to its new facility located at:


 


	
  2 Applegate Drive

  	
   

  	
   

  
	
  Robbinsville, NJ 08691

  
	
  Tel:

  	
   

  	
  609-632-0800

  
	
  Fax:

  	
   

  	
  609-632-0850

  
					



 










*Confidential


 





















 


All references to ABNH’s facilities in
Elmsford, NY or Huntingdon Valley, PA in the Agreement, as amended, are hereby
changed to ABNH’s facility in Robbinsville, NJ. ABNH’s facility in
Robbinsville, NJ will comply with the security requirements set forth in Exhibit B
of the Agreement, and MasterCard shall have the right to inspect the facility
in accordance with the Agreement.


 


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


 


7.0   All
ABNH obligations as stated in the Agreement regarding holograms shall apply in
the same manner to HoloMag.


 


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

  	
  AMERICAN BANK NOTE

  
	
  INCORPORATED

  	
  HOLOGRAPHICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Sergio Piñon

  	
   

  	
  By:

  	
  /s/ Kenneth Traub

  	
   

  
	
  Name:

  	
  Sergio Piñon

  	
  Name:

  	
  Kenneth Traub

  
	
  Title: 

  	
  SVP, Security and Risk Services

  	
  Title:

  	
  President and CEO

  
						



 





















 


EXHIBIT A3


 


 


HOLOMAGTM
SPECIFICATIONS


 


1.0       Magnetic
Tape Performance


 


1.1           [ * ]


 


1.2           [ * ]


 


1.3           [
* ]


 


1.3.1             [ * ]


 


1.3.2             [ * ]


 


1.4           [
* ]


 


1.4.1             [ * ]


 


1.4.2             [ * ]


 


2.0       HoloMagTM Tape


 


2.1           [
* ]


 


2.1.1             [ * ]


 


2.1.2             [ * ]


 


2.2           [
* ]


 


2.2.1             [ * ]


 


2.2.2             [ * ]


 


2.3           [
* ]


 


2.3.1             [ * ]


 


2.4           [
* ]


 


2.4.1             [ * ]


 


2.4.1.1             [ * ]


 










*Confidential


 





















 


2.4.2             [ * ]


 


2.4.3             [ * ]


 


2.4.4             [ * ]


 


2.4.5             [ * ]


 


2.4.6             [ * ]


 


2.4.7             [ * ]


 


3.0       HoloMagTM Application – Authorized MasterCard Card
Manufacturer responsible for:


 


3.1           [ * ]


 


3.1.1             [ * ]


 


3.1.2             [ * ]


 


3.1.3             [ * ]


 


3.2           [ * ]


 


3.2.1             [ * ]


 


3.2.2             [ * ]


 


3.2.3             [ * ]


 


3.3           [ * ]


 


4.0       Environmental and Storage Conditions


 


4.1           [ * ]


 


4.2           [ * ]


 


4.3           [ * ]


 


Please note that the information and recommendations in this document
are provided only as guidance to card manufacturers for use and application of
ABNH HoloMagTM product.  Since
actual manufacturing conditions may vary slightly for each card manufacturer
and end user, which is out of ABNH’s control, some may require adjustments for
use.


 










*Confidential