Amendment to Proxy Agreement between Alessandra van Gemerden and Eleonora Gherardi WHEREAS, Eleonora Gherardi ("Grantor") and Alessandra van Gemerden ("Gemerden") are parties to a Proxy Agreement, dated the 2nd day of February, 2001, (the "Proxy...

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 CUSIP No 90277W                                              Page 9 of 9 Pages
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                                   Exhibit 2

                         Amendment to Proxy Agreement
                                    between
                 Alessandra van Gemerden and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇


     WHEREAS, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Grantor") and Alessandra van Gemerden
("Gemerden") are parties to a Proxy Agreement, dated the 2nd day of February,
2001, (the "Proxy Agreement") concerning shares of voting common stock, par
value $0.01 per share (the "Shares"), of ULH Corporation, a Delaware corporation
formerly known as UniHolding Corporation (the "Company"); and

     WHEREAS, Grantor and Gemerden wish to amended the Proxy Agreement to
increase the number of shares which Gemerden is granted power to vote and
dispose of;

     NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration:

     1.   The first paragraph of the Proxy Agreement is amended to state:

          WHEREAS, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Grantor") is beneficial owner of 589,728
shares of voting common stock, par value $0.01 per share (the "Shares"), of ULH
Corporation, a Delaware corporation formerly known as UniHolding Corporation
(the "Company");

Acknowledged and agreed, as of this 22d day of March, 2001



By: /S/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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