EXHIBIT 10qq(b). Amendment to the Shareholder Loan to the Benefit of TRAQUEUR SA

EXHIBIT 10qq(b).

Amendment to the Shareholder Loan

to the Benefit of TRAQUEUR SA

BETWEEN THE UNDERSIGNED:

hereafter, the “Investors”, acting severally,

party of the first part,

and

Traqueur, a French limited company (société anonyme) with a capital of €1,175,130, whose headquarters is at 17 Place de la Résistance, 92130 Issy Les Moulineaux, listed in the Nanterre Trade and Companies Registry under the single identification no. 412 027 492, represented by Marc Verdet, chairman of the Executive Board,

hereafter, the “Company”,

party of the second part

and

acting jointly,

party of the third part

RECITALS:

The Parties executed October 29, 2003 an agreement to provide a shareholder loan as an advance on the current account (hereafter, the “Advance”) to the benefit of the Company, in order to provide it with sufficient finances for its operations until the approval of its fund-raising campaign by extraordinary general meeting December 15, 2003 (the “EGM”).

The Parties then agreed to modify the Advance as follows by an Amendment no.1 (“Amendment no.°1”).

An examination of the schedule of the fund raising campaign, which will consist in reserved issues with waiver of preferential rights, reveals that the operation should be finalized at the latest December 22, 2003.

This new increase in Company equity and quasi-equity would have the following characteristics:

These issues of ABSA shares and of OCABSA bonds will be together known as the “Adequate Capital Increase”.

It is moreover specified that Xavier Gérard informed the Company that he had proceeded with an assignment of accounts receivable in the current account to the benefit of the following:

AND IT BEING FURTHER SPECIFIED THAT THESE INDIVIDUALS HAVE EACH ACQUIRED AN ACCOUNT RECEIVABLE EQUAL TO THE AMOUNT TO WHICH THEY INTEND TO SUBSCRIBE IN ABSA SHARES AND OCABSA BONDS, PAID UP BY SETTLING OF SUCH ACCOUNTS RECEIVABLE.

CONSEQUENTLY, IT HAS BEEN AGREED AS FOLLOWS:

Article 1

Article I – “Terms and Conditions of the Advance - 1.4. Interest”, is modified as follows:

“To comply with legal provisions, it is specified that the annual proportional interest rate applicable to the Advance, for a duration ending December 22, 2003 at the latest, would be at the day of the present 1.2 % (one point two percent) per year.”

Article 2

Article I – “Terms and Conditions of the Advance - 1.5. Reimbursement”, is modified as follows:

“This Advance, including interest calculated prorata temporis, will be entirely reimbursed to the Investors, at the latest December 22, 2003 by settling the amount subscribed by each in ABSA shares and in OCABSA bonds.”

“However, in the event the Adequate Capital Increase is not carried out to the benefit of the Investors according to the conditions set out in the Recitals by December 22, 2003 at the latest, or in the event the conditions precedent set out below in Article II are not satisfied, the Advance will be ipso jure reimbursable by the Company, in cash, capital and interests, December 23, 2003.”

Article 3

The following paragraph will be inserted into Article I – “Terms and Conditions of the Advance - 1.5. Reimbursement”:

“Siparex Venture 1 will be reimbursed by the Company the amount advanced under the Advance, by settling the subscription price by Siparex Venture 1 of the [ABSA shares] and the [OCABSA bonds] under the following conditions:

i.e., the reimbursement by the Company of a total amount of €143,742.40 to the benefit of Siparex Venture 1, to be made at the latest on December 23, 2003”.

Article 4

Article II – “Capitalization of the Advance – i. Adequate Capital Increase carried out before December 5, 2003” is modified as follows:

In the event an Adequate Capital Increase is carried out at the latest by December 22, 2003, each of the Investors agrees to capitalize entirely the Advance it has granted and the accrued interests, upon approval by the shareholders at the EGM of the resolutions allowing the issue of the ABSA shares and the OCABSA bonds, in order to carry out the Adequate Capital Increase though direct funding of the Advance.

It is thus expressly agreed that the Investors undertake to subscribe (provided that the conditions the conditions precedent set out below are satisfied), under these conditions, to a maximum number of 7,526 ABS shares, at a unit price of €86.72 and 11,290 OCABSA bonds at a unit price of €86.72 euros, i.e., a total amount of €1,631,723.52, and to proceed with the entire payment of the new shares upon their subscription. The payment of the Investors’ subscription will be made by (x) settlement of the Advance (the amount of such account receivable to be certified by the Company’s statutory auditor(s) at the time of the subscription to the ABSA shares and OCABSA bonds) and by par (y) cash payment.

This subscription commitment applies to the number of ABSA shares and of OCABSA bonds and for the amounts set out across from each name on the list in Appendix 1, the Investors acting severally (i.e., individually).

However, in the event of an Adequate Capital Increase by December 22, 2003, the subscription commitment is subject to the prior satisfaction of the following conditions precedent, by December 22, 2003 at the latest:

Article 5

Article II – “Capitalization of the Advance – ii. In the absence of an Adequate Capital Increase before December 5, 2003”, is modified as follows:

In any event if the Adequate Capital Increase is not finalized by December 22, 2003, or if the conditions precedent set out in i) below are not all satisfied by December 22, 2003 at the latest, each Investor will be entitled to request, as of December 23, 2003, the entire reimbursement of the Advance and the accrued interests which it had granted.”

“Therefore, if the Adequate Capital Increase is not finalized by December 22, 2003, or if the conditions precedent set out in i) below are not all satisfied by December 15, 2003, each of the signatories agrees to the following commitments:”

Article 6

Appendix 1 of the Advance is modified as follows:

Appendix 1

Article 7: Scope of the Amendment

The Parties agree that all other provisions of the Advance of October 29, 2003 remain unchanged.

Signed in 12 original copies

December 15, 2003