AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

Exhibit 10.1(b)

AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
(this "AMENDMENT NO. 1"), dated as of July 31, 2002, is entered into by and
among OEP Imaging Corporation, a Delaware corporation (the "Purchaser"),
Polaroid Corporation, a Delaware corporation ("POLAROID"), and its Subsidiaries
listed on the signature pages of this Amendment No. 1 (collectively, together
with Polaroid, the "SELLERS").

WHEREAS, on October 12, 2001 (the "FILING DATE"), the Sellers filed
voluntary bankruptcy petitions (the "PETITIONS") pursuant to Chapter 11 of Title
11 of the United States Code (the "BANKRUPTCY CODE") before the United States
Bankruptcy Court for the District of Delaware (the "BANKRUPTCY COURT"), jointly
administered as Case No. 01-10864 (PJW) (Bankr. D. Del.) (the "CASE");

WHEREAS, the Sellers and the Purchaser are parties to that certain
Second Amended and Restated Asset Purchase Agreement, dated as of July 3, 2002
(the "ASSET PURCHASE AGREEMENT"), pursuant to which the Sellers agreed to sell
to the Purchaser and the Purchaser agreed to purchase from the Sellers, (i) all
of the outstanding capital stock of the Subsidiaries of Polaroid that are
incorporated or organized outside of the United States which are directly owned
by a Seller and identified on the list attached thereto as EXHIBIT A (the
"ACQUIRED SUBSIDIARIES") and (ii) all of the assets, rights and properties of
the Sellers relating to the Business not conducted by the Acquired Subsidiaries
and, in connection with such purchase and sale, the Purchaser agreed to assume
certain obligations and liabilities of Sellers, all on the terms and subject to
the conditions set forth in the Asset Purchase Agreement and in accordance with
Sections 363 and 365 of the Bankruptcy Code (the "CONTEMPLATED TRANSACTIONS");
and

WHEREAS, the Sellers and the Purchaser desire to amend the Asset
Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

I. DEFINED TERMS. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them under the Amended and Restated Asset Purchase
Agreement.

II. AMENDMENTS.

A. AMENDMENT TO SECTION 2.01(D). Section 2.01(d) of the Asset Purchase
Agreement is hereby amended by inserting the following phrase at the end of
Section 2.01(d):

"and except the amount that Polaroid Graphics Imaging LLC ("POLAROID
GRAPHICS") owes to Polaroid for the purchase of dry tech film as specified under
that certain letter agreement, dated July 28, 2000, among Polaroid Graphics,
Polaroid and Andlinger Capital

VIII LLC (the "PGI NOTE") and the accounts receivable of Polaroid Graphics which
arose prior to the Filing Date owed to the Sellers (the "POLAROID GRAPHICS
PRE-PETITION RECEIVABLE").

B. AMENDMENT TO SECTION 2.02. Section 2.02 of the Amended and Restated
Asset Purchase Agreement is hereby amended by deleting the word "and" at the end
of paragraph (i), deleting the period at the end of paragraph (j) and inserting
in lieu thereof "; and", and inserting the following new paragraph (k) at the
end of Section 2.02:

"(k) the PGI Note and the Polaroid Graphics Pre-Petition
Receivable."

C. AMENDMENT TO SECTION 6.13. Notwithstanding anything to the contrary
contained in the Amended and Restated Asset Purchase Agreement (including
Section 6.13 thereof), the Sellers and the Purchaser agree that the Assumed
Contracts shall not include (i) the Lease by and between ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC,
a Delaware limited liability company, and Polaroid Memorial Drive LLC, a
Massachusetts limited liability company, dated December 24, 1997 and (ii) the
Sublease Agreement by and between Computervision Corporation, a Delaware
corporation, and Polaroid Corporation, dated August 24, 1994.

III. GENERAL PROVISIONS.

A. AMENDED AND RESTATED ASSET PURCHASE AGREEMENT. Except as modified by
this Amendment No. 1, the terms of the Asset Purchase Agreement shall remain in
full force and effect.

B. DESCRIPTIVE HEADINGS. The headings contained in this Amendment No. 1
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Amendment No. 1.

C. GOVERNING LAW. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the rules of conflict of laws of the State of Delaware that would
require application of any other law.

D. COUNTERPARTS; EFFECTIVENESS. This Amendment No. 1 may be executed in
two or more counterparts, each of which shall be deemed to be an original but
all of which shall constitute one and the same agreement. This Amendment No. 1
shall become effective when each party hereto shall have received counterparts
thereof signed by all the other parties hereto.

[Signatures on the following page.]

IN WITNESS WHEREOF, the Purchaser and each of the Sellers have caused
this Amendment No. 1 to be executed on their behalf by their officers thereunto
duly authorized, as of the date first above written.

PURCHASER

OEP IMAGING CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: PRESIDENT
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SELLERS

POLAROID ASIA PACIFIC
POLAROID CORPORATION INTERNATIONAL INC

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- ------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer Title: President

POLAROID LATIN AMERICA
POLAROID ASIA PACIFIC LIMITED CORPORATION

POLAROID EYEWEAR, INC. POLAROID MALAYSIA LIMITED

INNER CITY, INC. INTERNATIONAL POLAROID CORPORATION

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------- ------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Treasurer

MAG-MEDIA LTD. PMC, INC.

POLAROID PARTNERS, INC. POLINT, INC.

PRD CAPITAL, INC. PRD INVESTMENT, INC.

POLAROID EYEWEAR FAREAST, INC. SUB DEBT PARTNERS CORP.

POLAROID ONLINE SERVICES, INC. POLAROID ID SYSTEMS, INC.

POLAROID DRY IMAGING, LLC

By: POLAROID PARTNERS, INC.
Manager

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Treasurer

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

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