Exhibit
10.1


CERTAIN PORTIONS OF THIS EXHIBIT
HAVE BEEN AFFORDED 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

DEVELOPMENT, SUPPLY AND SUBCONTRACTING AGREEMENT


This Amendment No. 2 to the Development, Supply and
Subcontracting Agreement, dated as of May 30, 2001, as amended pursuant to
Amendment No. 1 dated January 4, 2006 (the “Agreement”), by and between American
Bank Note Holographics, Inc., a Delaware corporation (“ABNH”), with its
principal place of business at 2 Applegate Drive, Robbinsville, NJ 08691, and
CFC International, Inc., a Delaware corporation (“CFC”), with its principal
place of business at 500 State Street, Chicago Heights, IL 60411, is entered
into as of July 26, 2006.  Capitalized
terms used herein and not otherwise defined shall have the meaning ascribed to
such terms in the Agreement.


WHEREAS, ABNH and CFC are parties to the Agreement,
under which ABNH currently purchases from CFC, and CFC sells to ABNH, the
HoloMag Foils as described in Amended Schedule A of the Agreement;


WHEREAS, ABNH has
invented a solution (the “Invention”) to address electrostatic discharge (“ESD”)
involving discontinuities in a conductor such as the metal layer of HoloMag,
and CFC and ABNH have collaborated to incorporate the Invention into the
manufacturing process for HoloMag,  and
all HoloMag products incorporating the Invention shall be referred to by the
parties as Generation 2 HoloMag or Generation 2 Product;


WHEREAS, in
accordance with Section 20 of the Agreement, ABNH has notified CFC of its
requirement for changes in certain processes relating to the production of its
existing HoloMag product in order to produce the Generation 2 Product; and ABNH
and CFC have used their best efforts to cooperate on incorporating this change
into the current CFC structure, chemistries and processes;


WHEREAS, the
parties are entering into this Amendment in order to give effect to the
obligation of CFC to produce the [*] for a Generation 2 Product, and the
obligation of ABNH to purchase such [*], in accordance with the terms of the
Agreement.


 


NOW, THEREFORE, the parties covenant and agree as
follows:


1.0                                 The
parties agree that the Generation 2 Product are HoloMag foils under the
Agreement, and that the obligations of ABNH and CFC under the Agreement with
respect to HoloMag Foils shall apply to the Generation 2 Product, except as
otherwise provided herein.






*       Confidential



 Page 1
 






 



2.0                                 The
Generation 2 Product will incorporate [*]. 
The [*] will be implemented in one of three scenarios, at ABNH’s option:


·                  Scenario  1
— ABNH will [*].  CFC will [*], and ABNH
will [*] as described below.


·                  Scenario 2 —
CFC will [*].  CFC will [*], and ABNH
will [*] as described below.


·                  Scenario 3 —
CFC will [*].


CFC will use its
reasonable commercial efforts to implement Scenario 1, 2 and 3 as promptly as
possible. ABNH will provide certain information to CFC [*] upon CFC’s request
in order to assist CFC in the implementation of Scenarios 1, 2 and 3.  Notwithstanding the foregoing, CFC is
responsible for delivering the finished HoloMag Foils in accordance with the
Amended Schedule A pursuant to purchase orders submitted by ABNH to CFC for any
of the three scenarios listed above.


3.0                                 If
Scenario 1 is implemented, then Section 1 of Amended Schedule A of the
Agreement shall be amended to re-designate paragraphs (f), (g), (h), (i) and
(j) as paragraphs (h), (i), (j), (k) and (l), and shall be further amended by
including the following provision as new paragraph (f):  “(f) CFC will supply ABNH with [*] (either
[*] at ABNH’s choice), and ABNH will [*]. CFC will continue to be responsible
for supplying the finished reels to ABNH in accordance with this Amended
Schedule A.  CFC will supply ABNH with
[*] in accordance with the specifications set forth in Schedule D to this
Agreement.  ABNH will return the
materials to CFC after [*] in accordance with the specifications set forth in
Schedule E to this Agreement.  ABNH will
notify CFC in the event any of the materials CFC supplies do not conform to the
specifications set forth in Schedule D to this Agreement.  CFC will notify ABNH in the event any of the
materials ABNH returns to CFC do not conform to the specifications set forth in
Schedule E to this Agreement.  [*].  Amended Schedule A shall be further amended
by including the following provision as new paragraph (g): “CFC will have to
add an in-coming inspection step to the existing process to examine and test
any incoming materials from ABNH before further [*] steps are performed.”


4.0                                 If
Scenario 1 is implemented, then the Agreement is hereby further amended by
adding the following new Section 22 thereto: 
“As CFC’s sole remedy, ABNH will pay CFC a price of $[*] per tape inch
for any material that CFC supplies to ABNH that conforms to the specifications
set forth in Schedule D of this Agreement, and that (i) ABNH does not return to
CFC after [*], (ii) ABNH returns to CFC and CFC rejects  upon receipt and inspection at CFC before
further processing only if CFC provides evidence satisfactory to ABNH that such
materials do not conform with the specifications set forth in Schedule E of
this Agreement,  or (iii)  ABNH returns to CFC and CFC rejects after
additional






*       Confidential



 Page 2
 






 



processing at CFC only if
CFC provides evidence satisfactory to ABNH that such materials do not conform
with the specifications set forth in Schedule E of this Agreement. Any material
that CFC supplies to ABNH that does not conform to the specifications set forth
in Schedule D of this Agreement shall be quarantined by ABNH, and upon ABNH
providing CFC with evidence satisfactory to CFC that the material does not
comply with the specifications set forth in Schedule D, the material may be
destroyed or returned to CFC, without any payment to CFC. Any material that
ABNH supplies to CFC that CFC believes does not conform to the specifications
set forth in Schedule E of this Agreement shall be quarantined by CFC, at which
time CFC shall notify ABNH of its observations, and ABNH will inspect the
material at CFC and determine its disposition. Notwithstanding the foregoing,
if ABNH and CFC mutually agree after inspection at CFC that greater than [*]%,
or such other percentage as may be determined in accordance with Section 9.0
below, of the surface area of a bulk roll ([*] in length and [*] nominal width)
is determined to not be in conformance with the specifications in Schedule E
then, at ABNH’s sole determination, the roll will either be scrapped at CFC and
ABNH will pay $[*] per tape inch for the roll or the roll will be processed at
CFC and ABNH will pay the price per Amendment No. 2 Schedule B for all good
finished reels and [*]% of that price for all finished reels which were
rejected as a result of ABNH’s processing.” 
Reference procedure #[*] and form #[*] for detailed instructions in
preparation of a discrepant material report and form to be utilized in case of
rejection of materials.


5.0                                 If
Scenario 2 is implemented, then Section 1 of Amended Schedule A of the
Agreement shall be amended to re-designate paragraphs (f), (g), (h), (i) and
(j) as paragraphs (h), (i), (j), (k) and (l), and shall be further amended by
including the following provision as new paragraph (f):  “(f) CFC will [*].  CFC will supply ABNH with [*], and ABNH will
[*]. CFC will continue to be responsible for supplying the finished reels to
ABNH in accordance with this Amended Schedule A.  CFC will supply ABNH with materials in
accordance with the specifications set forth in Schedule F to this Agreement.  ABNH will return the materials to CFC after
[*] in accordance with the specifications set forth in Schedule G to this
Agreement.  ABNH will notify and provide
evidence satisfactory to CFC in the event any of the materials CFC supplies do
not conform to the specifications set forth in Schedule F to this
Agreement.  CFC will notify ABNH in the
event any of the materials ABNH returns to CFC do not conform to the
specifications set forth in Schedule G to this Agreement. [*].”  Amended Schedule A shall be further amended
by including the following provision as new paragraph (g): “CFC will have to
add an in-coming inspection step to the existing process to examine and test
any incoming materials from ABNH before further [*] steps are performed.”






*       Confidential



 Page 3
 






 



6.0                                 If
Scenario 2 is implemented, then the Agreement is hereby further amended by
adding the following new Section 22 thereto: 
“As CFC’s sole remedy, ABNH will pay CFC a price of $[*] per tape inch
for any material that CFC supplies to ABNH that conforms to the specifications
set forth in Schedule F of this Agreement, and that (i) ABNH does not return to
CFC after [*], (ii) ABNH returns to CFC and CFC rejects  upon receipt and inspection at CFC before
further processing only if CFC provides evidence satisfactory to ABNH that such
materials do not conform with the specifications set forth in Schedule G of
this Agreement,  or (iii)  ABNH returns to CFC and CFC rejects after
additional processing at CFC only if CFC provides evidence satisfactory to ABNH
that such materials do not conform with the specifications set forth in
Schedule G of this Agreement. Any material that CFC supplies to ABNH that does
not conform to the specifications set forth in Schedule F of this Agreement
shall be quarantined by ABNH, and upon ABNH providing CFC with evidence
satisfactory to CFC that the material does not comply with the specifications
set forth in Schedule F, the material may be destroyed or returned to CFC,
without any payment to CFC. Any material that ABNH supplies to CFC that CFC
believes does not conform to the specifications set forth in Schedule G of this
Agreement shall be quarantined by CFC, at which time CFC shall notify ABNH of
its observations, and ABNH will inspect the material at CFC and determine its
disposition.”


7.0                                 If
Scenario 3 is implemented, then Section 1 of Amended Schedule A of the
Agreement shall be amended to re-designate paragraphs (f), (g), (h), (i) and
(j) as paragraphs (h), (i), (j), (k) and (l), and shall be further amended by
including the following provision as new paragraph (f):  “(f) CFC will [*] specified by ABNH in
consultation with CFC. Amended Schedule A shall be further amended by including
the following provision as new paragraph (g): 
“CFC will [*].”  Amended Schedule
A shall be further amended by inserting the provisions of Schedule F, Section
3.12 into Schedule A as a new Section 2(e).


8.0                                 (a)
The Agreement is hereby further amended by deleting Amended Schedules B and B1
of the Agreement and replacing them with the attached Amended Schedules B and
B1.


(b) The Agreement is
hereby further amended by adding the attached Schedules D, E, F and G hereto to
the Agreement as new Schedules D, E, F and G.


9.0                                 ABNH
and CFC agree to continue to work closely together and collaborate on improvements
to the production process and the process of capturing relevant production and
quality data which will be used to review the procedures and specifications in
Section 4.0 above and Schedules D, E, F and G attached hereto within three to
six months of the date of this Amendment. With respect to Section 4.0 above,
ABNH and CFC agree to review the data from each [*] during the six-






*       Confidential



 Page 4
 






 



month period beginning
with the date of this Amendment or initial production run whichever is later to
determine the percentage of surface area [*] in Schedule E [*].


10.0                           CFC
acknowledges that ABNH disclosed to CFC its Invention, and a method of
implementing the Invention through [*] as ABNH Proprietary Information, and CFC
and ABNH have collaborated to implement such invention in the manufacturing
process for HoloMag.  ABNH will provide
certain information to CFC regarding [*] upon CFC’s request in order to assist
CFC in the implementation of Scenarios 1, 2 and 3.    CFC shall not use [*] for any applications
that would infringe current enforceable unexpired ABNH patent numbers [*] other than for products for ABNH.  ABNH has filed patent applications on the
Invention.  ABNH hereby grants to CFC a
perpetual, non-exclusive, irrevocable, limited, non-sublicensable, royalty-free
license to ABNH’s intellectual property rights related to the Invention
including any patents that ABNH may be issued on the Invention.  The aforementioned license shall be limited
to only those applications of CFC that are not competitive with any product or
market that ABNH participates in as of July 2006, and such license shall
specifically exclude any applications involving holograms on financial
transaction cards.  CFC hereby grants to
ABNH a perpetual, exclusive, irrevocable, unrestricted, non-sublicensable,
royalty-free license to CFC’s intellectual property rights related to any
improvements CFC makes to the Invention, including any patents that may be
obtained by CFC thereon.  The
aforementioned license to improvements made by CFC shall be limited to only
those applications of ABNH that are not competitive with any product or market
that CFC participates in as of July 2006, but specifically includes all
applications which ABNH participates in as of July 2006.


11.0                           Governing
Law. This Amendment shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, without regard to
principles of conflicts of laws.


12.0                           Counterparts.
This Amendment may be executed in counterparts and all counterparts shall
constitute one document, notwithstanding that all the parties may not be
signatories to the same counterpart.


13.0                           Entire
Agreement. Except as expressly provided herein, the Agreement shall remain
unchanged and in full force and effect.


[Signature page follows]






*       Confidential



 Page 5
 






 



IN WITNESS WHEREOF, the undersigned have hereby
executed this Amendment as of the date first set forth above.


	
  

  	
  AMERICAN BANK NOTE HOLOGRAPHICS, INC.

  
	
   

  	
  By:

  	
  /s/ Kenneth Traub

  
	
   

  	
   

  	
  Name: Kenneth Traub

  
	
   

  	
   

  	
  Title:President and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CFC INTERNATIONAL, INC.

  
	
   

  	
  By:

  	
  /s/ Dennis Lakomy

  
	
   

  	
   

  	
  Name: Dennis Lakomy

  
	
   

  	
   

  	
  Title: CFO

  



 



 Page 6














 


 


Amendment No. 2 Schedule
B


If Scenario 1 is implemented:


 


	
  1⁄2”

  	
   

  	
  1/3”

  
	
   

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  
	
  HiCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  HiCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


If Scenario 2 is implemented:


 


	
  1⁄2”

  	
   

  	
  1/3”

  
	
   

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  
	
  HiCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  HiCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


If Scenario 3 is implemented:


 


	
  1⁄2”

  	
   

  	
  1/3”

  
	
   

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  
	
  HiCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  HiCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


The above prices apply to all orders.  Minimum order size is [*] reels for 1⁄2 inch or
[*] reels for 1/3 inch.  The above four
different types of magnetic cannot be combined to arrive at the minimum order
size.  Multiple ABNH customers or
different holographic patterns cannot be combined.  Different label copy positions can be
combined to arrive at the minimum.


_______________________


*Confidential



 Page 7
 






 



 


Amendment No. 2 Schedule
B 1


If Scenario 1 is implemented and ABNH [*]:


 


	
  1/2”

  	
   

  	
  1/3”

  
	
   

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  	
   

  	
  Price/TI

  	
   

  	
  Price/Roll

  
	
  HiCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  HiCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Silver

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  
	
  LoCo Tinted

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  	
   

  	
  [*]

  



 


ABNH  [*], CFC
[*].  CFC [*].  ABNH may implement the arrangement in this
Amendment No. 2 Schedule B1 at any time for any proportion of its requirements
and will notify CFC accordingly.


The above prices apply to all orders.  The minimum order size is [*] reels for 1⁄2
inch wide or [*] reels for 1/3 inch wide. 
The above four different types of magnetic cannot be combined to arrive
at the minimum order size.  Multiple ABNH
customers or different holographic images cannot be combined.  Different label copy positions can be
combined to arrive at the minimum order size.


_______________________


*Confidential


 



 Page 8














 


 


SCHEDULE
D


(Scenario 1)


[*]


	
  1.

  	
  SCOPE — This specification
  covers the requirements for the following attributes:

  
	
   

  	
   

  
	
   

  	
  1.1

  	
   

  	
  Functional properties.

  
	
   

  	
  1.2

  	
   

  	
  Cosmetic properties.

  
	
   

  	
  1.3

  	
   

  	
  Packaging and labeling.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  DESCRIPTION — [*]

  
	
   

  	
   

  
	
  3.

  	
  FUNCTIONAL PROPERTIES:

  
	
   

  	
   

  
	
   

  	
  3.1

  	
   

  	
  [*]

  
	
   

  	
  3.2

  	
   

  	
  [*]

  
	
   

  	
  3.3

  	
   

  	
  [*]

  
	
   

  	
  3.4

  	
   

  	
  [*]

  
	
   

  	
  3.5

  	
   

  	
  [*]

  
	
   

  	
  3.6

  	
   

  	
  [*]

  
	
   

  	
  3.7

  	
   

  	
  [*]

  
	
   

  	
  3.8

  	
   

  	
  [*]

  
	
   

  	
  3.9

  	
   

  	
  [*]

  
	
   

  	
  3.10

  	
   

  	
  [*]

  
	
   

  	
  3.11

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PACKAGING AND LABELING:

  
	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  [*]

  
	
   

  	
  4.2

  	
   

  	
  [*]

  
	
   

  	
  4.3

  	
   

  	
  [*]

  
	
   

  	
  4.4

  	
   

  	
  [*]

  
	
   

  	
  4.5

  	
   

  	
  [*]

  
	
   

  	
  4.6

  	
   

  	
  [*]

  
	
   

  	
  4.7

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  WARRANTY:

  
	
   

  	
  CFC will make every reasonable effort to generate
  materials that the [*] conforms to the specifications set forth in this
  Schedule D. CFC agrees to replace at its own expense any such material not in
  conformance with such specifications.

  



 


 


 


 


 


 


 


 


 






*Confidential


 



 1














 


 


SCHEDULE E


(Scenario
1)


SPECIFICATIONS for [*]


 


	
  1.0

  	
   

  	
  Scope

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
   

  	
  The specifications listed herein have been
  established for the purpose of outlining the parameters of acceptance for the
  [*] processed by ABNH and returned to CFC as a component and for further
  conversion into a Generation 2 HoloMagTM.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.0

  	
  Processes

  
	
   

  	
   

  
	
   

  	
  2.1

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.0

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
   

  	
  [*]

  
	
   

  	
  3.2

  	
   

  	
  [*]

  
	
   

  	
  3.3

  	
   

  	
  [*]

  
	
   

  	
  3.4

  	
   

  	
  [*]

  
	
   

  	
  3.5

  	
   

  	
  [*]

  
	
   

  	
  3.6

  	
   

  	
  [*]

  
	
   

  	
  3.7

  	
   

  	
  [*]

  
	
   

  	
  3.8

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  4.0

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  [*]

  
	
   

  	
  4.2

  	
   

  	
  [*]

  
	
   

  	
  4.3

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  5.0

  	
   

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
   

  	
  [*]

  
	
   

  	
  5.2

  	
   

  	
  [*]

  



 


 


 


 


 


 


 


 


 


 






*Confidential



 1
 






 



 


 


 


	
   

  	
  5.3

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.6

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  6.0

  	
  [*]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.0

  	
   

  	
   

  	
  WARRANTY:

  
	
   

  	
   

  	
  ABNH will make every reasonable effort to generate
  materials that the [*] conforms to the specifications set forth in this
  Schedule E.

  



 


 


 


 


 


 


 


 


 


 


 


 






*Confidential


 



 2














 


 


SCHEDULE F


 


(Scenario 2)


[*]


 


	
  1.

  	
  SCOPE — This specification
  covers the requirements for the following attributes:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
   

  	
  Functional properties.

  
	
   

  	
  1.2

  	
   

  	
  Cosmetic properties.

  
	
   

  	
  1.3

  	
   

  	
  Packaging and labeling.

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  DESCRIPTION — [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  FUNCTIONAL PROPERTIES:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
   

  	
  [*]

  
	
   

  	
  3.2

  	
   

  	
  [*]

  
	
   

  	
  3.3

  	
   

  	
  [*]

  
	
   

  	
  3.4

  	
   

  	
  [*]

  
	
   

  	
  3.5

  	
   

  	
  [*]

  
	
   

  	
  3.6

  	
   

  	
  [*]

  
	
   

  	
  3.7

  	
   

  	
  [*]

  
	
   

  	
  3.8

  	
   

  	
  [*]

  
	
   

  	
  3.9

  	
   

  	
  [*]

  
	
   

  	
  3.10

  	
   

  	
  [*]

  
	
   

  	
  3.11

  	
   

  	
  [*]

  
	
   

  	
  3.12

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PACKAGING AND LABELING:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  [*]

  
	
   

  	
  4.2

  	
   

  	
  [*]

  
	
   

  	
  4.3

  	
   

  	
  [*]

  
	
   

  	
  4.4

  	
   

  	
  [*]

  
	
   

  	
  4.5

  	
   

  	
  [*]

  
	
   

  	
  4.6

  	
   

  	
  [*]

  
	
   

  	
  4.7

  	
   

  	
  [*]

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
   

  	
  WARRANTY:

  
	
   

  	
   

  	
  CFC will make every reasonable effort to generate
  materials that the [*] material conforms to the specifications set forth in
  this Schedule F. CFC agrees to replace at its own expense any such material
  not in conformance with such specifications.

  
	
   

  	
   

  	
   

  



 


 


 


 


 


 


 






*Confidential


 



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SCHEDULE G


(Scenario
2)


SPECIFICATIONS for [*]


	
  1.0

  	
  Scope

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  The specifications listed herein have been
  established for the purpose of outlining the parameters of acceptance for the
  [*] processed by ABNH and returned to CFC as a component and for further
  conversion into a Generation 2 HoloMagTM.

  
	
   

  	
   

  	
   

  
	
  2.0

  	
  Processes

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  [*]

  
	
  3.0

  	
   

  	
  [*]

  
	
   

  	
  3.1

  	
  [*]

  
	
   

  	
  3.2

  	
  [*]

  
	
   

  	
  3.3

  	
  [*]

  
	
   

  	
  3.4

  	
  [*]

  
	
   

  	
  3.5

  	
  [*]

  
	
   

  	
  3.6

  	
  [*]

  
	
   

  	
  3.7

  	
  [*]

  
	
   

  	
  3.8

  	
  [*]

  
	
  4.0

  	
   

  	
  [*]

  
	
   

  	
  4.1

  	
  [*]

  
	
   

  	
  4.2

  	
  [*]

  
	
  5.0

  	
   

  	
  [*]

  
	
   

  	
  5.1

  	
  [*]

  
	
   

  	
  5.2

  	
  [*]

  



 


 


 


 


 


 


 


 


 






*Confidential



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  5.3

  	
  [*]

  
	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  [*]

  
	
   

  	
   

  	
   

  
	
   

  	
  5.5

  	
  [*]

  
	
   

  	
   

  	
   

  
	
   

  	
  5.6

  	
  [*]

  
	
   

  	
   

  	
   

  
	
   

  	
  5.7

  	
  [*]

  
	
   

  	
   

  	
   

  
	
  6.0

  	
  [*]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  [*]

  
	
   

  	
   

  	
   

  
	
  7.0

  	
   

  	
  WARRANTY:

  
	
   

  	
   

  	
  ABNH will make every reasonable effort to generate
  materials that the [*] conforms to the specifications set forth in this
  Schedule G.

  
	
   

  	
   

  	
   

  



 


 


 


 


 


 






*Confidential


 



 2