Exhibit 10.1


 


	
   

  	
  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. 2 to Hologram Agreement


 


This Amendment No. 2 to the Hologram
Agreement dated as of February 28, 2003 (as amended pursuant to Amendment No. 1
dated as of September 29, 2003) (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 399 Executive Blvd., Elmsford, NY 10523 (“ABNH”), is made as of March 25,
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 by deleting the text of Section 1.4 and
replacing it with the following:


 


“1.4         MasterCard
shall have no obligation to order any minimum quantity of holograms from ABNH
that are the subject of this Agreement.  MasterCard
shall purchase from ABNH 100% of MasterCard’s annual hologram volume
requirements.  ABNH currently operates
production facilities in Huntingdon Valley, PA and Dalton, MA which MasterCard
has inspected and approved for the production of MasterCard holograms in
accordance with the Agreement.  For so
long as this Agreement is in effect, (a) ABNH shall produce the MasterCard
holograms in accordance with this Agreement in the Huntingdon Valley facility
and the Dalton facility (the “Second Facility”), or such other facilities to be
established by ABNH, subject to the reasonable approval of MasterCard and (b) ABNH
shall continue to maintain the Second Facility and have it available for the
production of MasterCard holograms.  ABNH
shall provide notice to MasterCard at such time as MasterCard holograms are
being produced at the Second Facility. 
ABNH shall establish, maintain and secure a hologram inventory storage
site for MasterCard-owned inventory on behalf of MasterCard at the Dalton
facility, or at such other site reasonably approved by MasterCard, at no extra
charge to MasterCard.


 


2.0           The
first sentence of Section 1.5 of the Agreement is hereby amended by
deleting the words “the Second Supplier and” and inserting the words “contemplated
under Section 20” following the words “the contingent supplier”.


 


3.0           The
Agreement is hereby amended to include the manufacture and supply of holograms
having the specifications set forth on Exhibit A2 attached hereto (the “Mini
Holograms”).  ABNH shall manufacture, and
MasterCard shall purchase, the Mini Holograms under the Agreement pursuant to
the same terms and in the same manner as the holograms described in Exhibit A
of the Agreement.  For the removal of
doubt, the purchase price for the Mini Holograms shall equal the purchase price
for the standard holograms as set forth in Section 5.1 of the Agreement.


 


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


 


5.0           This
Amendment shall in all respects be governed, interpreted and enforced in
accordance with the internal laws of the State of New York without reference to
principles and conflicts of law, whose courts sitting in New York County or
Westchester County shall have sole jurisdiction in all claims.


 





















 


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 Pinon

  	
   

  	
  By:

  	
  /s/ Kenneth Traub

  	
   

  
	
  Name: Sergio
  Pinon

  	
  Name: Kenneth
  Traub

  
	
  Title: SVP, Security and Risk Services

  	
  Title: President and CEO

  
						



 





















 


EXHIBIT A2


 


MINI HOLOGRAM
SPECIFICATIONS


 


1.0           MATERIAL


 


[ * ]


 


2.0           DESIGN


 


[ * ]


 


3.0           DIMENSIONS


 


[ * ]


 


4.0           HOLOGRAM
CHARACTERISTICS


 


4.1          [
* ]


4.2          [
* ]


4.3          [
* ]


4.4          [
* ]


4.5          [
* ]


4.6          [
* ]


4.7          [
* ]


4.8          [
* ]


4.9          [
* ]


 










*Confidential