[Portions
      herein identified by [***] have been omitted pursuant to a
      request

    for
      confidential treatment and have been filed separately with
      the

    Commission
      pursuant to Rule 406 of the Securities Act of 1933.]

     

    AGREEMENT

     

    This
      Agreement is entered into on this May 16, 2005 (the “Effective Date”), by and among DRS
      Electronic Systems, Inc.
      (hereinafter “DRS ESI”), a company with a principal business location at 200
      Professional Drive, Gaithersburg, MD 20879, DRS
      Laurel Technologies
      (hereinafter “DRS LT”), a company with a principal business location at 246
      Airport Road, Johnstown, PA 15904, and Pure
      Depth, Inc.
      (hereinafter “PureDepth”), a company with a principal business location at 303
      Twin Dolphin Drive, 6th Floor, Suite 4, Redwood City, CA 94065. DRS ESI and
      DRS
      LT may hereafter be collectively referred to as “DRS,” and DRS and PureDepth may
      hereafter be referred to collectively as the “Parties” or individually as a
“Party.”

     

    WITNESSETH

     

    WHEREAS,
      DRS ESI
      has core competencies in the design, development, marketing and sale of military
      and ruggedized displays and display consoles (“DRS Products”); and

     

    WHEREAS,
      DRS ESI
      has significant experience in, and familiarity with, U.S. Department of Defense
      (“DoD”), Coast Guard, National Guard and Homeland Defense programs and program
      requirements; and

     

    WHEREAS,
      DRS LT
      has a state-of-the-art production facility with complementary production
      experience; and

     

    WHEREAS,
      PureDepth has core competencies, patents and trade secrets in the design and
      usage of multi-layer displayTM technology (“MLD Technology”) and produces certain
      standard commercial products related thereto (hereinafter “MLD Products”);
      and

     

    WHEREAS,
      PureDepth is looking to develop a U.S. market for its MLD Technology under
      a
      license arrangement with a U.S. company with design, development and
      manufacturing capability; and

     

    WHEREAS,
      PureDepth is looking for a U.S. company with design, development and
      manufacturing capability to perform contract manufacturing for its MLD Products;
      and

     

    WHEREAS,
      the
      Parties have assessed their mutual interests and have expressed a desire to
      work
      together to develop derivative products incorporating PureDepth’s MLD Technology
      into DRS Products (hereinafter the “DRS Derivative Products”) to serve defined
      segments of the DoD market, which DRS will market and sell into the territory
      as
      defined in Article 2 (“Territory”) upon the terms and conditions stated
      herein.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual premises, mutual agreements, covenants and
      provisions hereof, the Parties have agreed as follows:

     

    ARTICLE
      1 –
      COMMERCIAL
      ARRANGEMENT

     

    
      	
              1.1

            	
              The
                Parties agree that there are two (2) primary areas covered by this
                Agreement between DRS and PureDepth. These are as
                follows:

            


    

     

    
      	 	
              (a)

            	
              License

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              i.

            	
              DRS
                Derivative Products.
                PureDepth hereby grants DRS [* * *]
                license to use the MLD Technology (including any modifications
                and enhancements thereto that PureDepth develops or acquires during
                the
                period of this Agreement) for the purpose of developing the DRS Derivative
                Products, and hereby grants DRS a license subject to the payment
                of the
                product pricing/license fees contained in Attachment
                1
                to
                make and sell in the Territory such DRS Derivative Products for the
                period
                of this Agreement (“MLD Technology
                License”).

            


    

     

    -­ Technical
      Data Package: As part of this MLD Technology License, PureDepth shall provide
      DRS with a complete technical design package that includes all information
      used
      by PureDepth in developing its own MLD Products including information on any
      development tools or software tools that are used by PureDepth for such
      development work (“TDP”), and shall provide DRS with timely information on any
      modifications or enhancements thereto.

     

    -­ Supply
      Chain Vendors: PureDepth shall provide DRS with all information on supply chain
      vendors used by PureDepth for the manufacture of its MLD Products, such that
      DRS
      can use those vendors for the development and manufacturing of DRS Derivative
      Products. PureDepth
      shall provide such information on its supply chain vendors to DRS as part of
      the
      MLD Technology License and hereby grants DRS the right to procure components
      directly from PureDepth’s supply chain for the MLD Products, sufficient for the
      purpose of designing, developing, marketing and selling the DRS Derivative
      Products in the Territory for the period of this Agreement. PureDepth shall
      also
      provide timely notification to DRS upon receipt of vendor notifications of
      parts
      obsolescence and ‘last time buy’ ordering constraints.

     

    -­ DRS
      shall
      be solely responsible for any obligations or liabilities that arise from the
      sale of such DRS Derivative Products, including after-sales support. The
      description of the TDP and the license fees for the MLD Technology License
      are
      addressed and defined in Attachment
      l.

     

    
      	 	
              ii.

            	
              PureDepth’s
                MLD Products.
                PureDepth hereby grants DRS the right to sell MLD Products and New
                MLD
                Products (as defined below) in the Territory to include all existing
                MLD
                Products and any additional MLD Products developed by PureDepth,
                either
                solely or jointly with a third party other than DRS, subject to the
                prior
                written consent of the third party where relevant, which PureDepth
                will
                use its reasonable efforts to procure (“MLD Product License”). PureDepth
                will provide its standard one (1) year workmanship and three (3)
                year
                material warranty for the MLD Products and New MLD Products. MLD
                Standard
                Product Pricing inclusive of license fees are also addressed in
                Attachment
                1.

            


    

     

     

    
      	 	
              iii.

            	
              PureDepth
                Support.
                As part of the grant of the MLD Technology License and the MLD Product
                License (together the “Licenses”), PureDepth agrees to (A) continue
                development of the MLD Technology and thereby maintain the capability
                to
                provide reasonable support for development of the DRS Derivative
                Products,
                (B) provide sales support to DRS for the sale of DRS Derivative Products
                and MLD Products in the Territory, and (C) provide reasonable after-sales
                technical support for DRS customer requirements in the Territory
                during
                the period of this Agreement (“Support”). The general terms of such
                support are outlined in Attachment
                4.
                Specific customer technical support requirements will be subject
                to
                agreement on mutually acceptable terms and
                conditions.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Contract
                Manufacturing (defined as manufacturing of MLD Products sold by PureDepth
                in areas outside of the Territory.)

            


    

     

    
      	 	
              i.

            	
              PureDepth
                may, at its sole option, determine that it is beneficial to have
                its MLD
                Products that are sold by PureDepth manufactured by DRS. In such
                case,
                PureDepth will offer the manufacturing of such MLD Products to DRS
                under
                purchase orders issued by PureDepth to DRS LT under mutually acceptable
                terms and conditions. DRS LT agrees to provide a quote to specific
                RFQ
                requirements issued by PureDepth based on the mutually acceptable
                terms
                and conditions.

            


    

     

    
      	 	
              (c)

            	
              In
                the event that the Parties decide to work together to jointly develop
                products based on the MLD Technology (“New MLD Products”), the Parties
                agree that all such New MLD Products shall be manufactured by DRS
                LT. Any
                New MLD Products sold by PureDepth in areas outside of the Territory
                shall
                be manufactured under purchase orders issued by PureDepth to DRS
                LT under
                the same terms and conditions and with the same procedure used for
                Contract Manufacturing. Recognition of DRS’ investment and/or contribution
                of proprietary information will be negotiated in good faith by the
                Parties
                as a New MLD Product License Fee based on the MLD Product License
                Fee but
                apportioned between the Parties.

            


    

     

    
      	
              1.2

            	
              This
                Agreement has been entered into solely for the benefit of the Parties
                and
                is not intended to create any legal, equitable, or beneficial interest
                in
                any third party, or to vest in any third party any interest with
                respect
                to the enforcement or performance of this Agreement. The Parties
                agree
                that no customer has any legal interest in this Agreement, or in
                any
                dispute arising hereunder, and that no customer is a necessary or
                indispensable party to any action or proceeding for the resolution
                of such
                disputes. The Parties further agree not to assert in any such proceeding
                that any third party is necessary or indispensable to such proceeding
                or
                to a determination of the relief to be granted
                therein.

            


    

     

    ARTICLE
      2
      - EXCLUSIVITY

     

    
      	2.1	 	
              (a)
                The Licenses granted to DRS shall be exclusive in a portion of the
                Territory. The exclusive Territory is hereby defined [* *
                *]

            


    

     

    Within
      [* * *] of the Effective Date, the Parties
      will work in good faith to develop a New Business Milestone Schedule/Forecast
      (the “Schedule”), which shall subsequently be attached as an amendment hereto
      and thereafter be amended on an annual basis, as necessary, based on good faith
      negotiations between the Parties. This Schedule will set forth the milestones
      and, where applicable, dates for completion, for DRS efforts to sell the DRS
      Derivative Products or MLD Products to target exclusive customers within the
      Territory. This Schedule will thereafter be used as the basis for DRS being
      allowed to maintain its exclusivity within the Territory. If the Parties, after
      good faith negotiations, are unable to agree upon the Schedule, then the
      exclusivity for the Territory shall expire [* * *]
after the Effective Date (subject to extension
      by mutual written
      agreement). If the Parties do agree upon the Schedule, then the minimum period
      of exclusivity shall be [* * *] from the
      Effective Date. If, however, DRS achieves at least [*
      * *]%
      of the
      milestones in the Schedule on an ongoing annual basis, then the exclusivity
      for
      the Territory shall continue for [* * *] after
      the Effective Date. This period of exclusivity may be amended by mutual written
      agreement. Notwithstanding the foregoing definition of the period of
      exclusivity, the Parties agree that the exclusivity in the Territory shall
      continue after the expiration of the exclusivity for all opportunities
      identified by DRS in writing to PureDepth as being pursued by DRS prior to
      the
      expiration of the exclusivity period.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      Licenses granted to DRS shall be non-exclusive for a portion of the Territory.
      The non-exclusive portion of the Territory is hereby defined as
[* * *] 

     

    The
      Schedule will also set forth the milestones and, where applicable, dates for
      completion, for DRS efforts to sell the DRS Derivative Products or MLD Products
      to target non-exclusive customers within the Territory. This Schedule will
      thereafter be used as the basis for DRS being allowed to obtain an exclusive
      right to the target customers in the non-exclusive portion of the Territory.
      If
      DRS achieves at least [*
      * *]%
      of the
      milestones in the Schedule relating to each of the non-exclusive customers
      on an
      ongoing annual basis, then DRS will be granted an exclusive right for selling
      to
      such customers for [* * *] after the Effective
      Date. This period of exclusivity may be amended by mutual written
      agreement.

     

    
      	
              2.2

            	
              PureDepth
                agrees to make commercially reasonable efforts to provide timely
                notification to DRS of any opportunities in the Territory which it
                becomes
                aware of in order to allow DRS the opportunity to submit a bid, in
                a
                timely manner, including as appropriate, the time required to develop
                any
                necessary teaming arrangement for such
                opportunities.

            


    

     

    
      	
              2.3

            	
              This
                Agreement is not intended to and shall not be interpreted to in any
                way
                abridge, limit, or restrict the rights of the Parties to pursue,
                either
                independently or in conjunction with any other person or entity,
                business
                opportunities not relating to the subject of this Agreement which
                a Party
                may regularly pursue. Furthermore, nothing contained herein is intended
                or
                shall be construed to conflict with the provisions of FAR 52.203-b,
                Restrictions on Subcontractor Sales to the
                Government.

            


    

     

    ARTICLE
      3
      - FUNDING

     

    Unless
      otherwise expressly agreed, each Party agrees to bear its own expenses with
      respect to its participation in this Agreement, including but not limited to
      those expenses relating to sales, marketing, product development, proposal
      preparation, proposal submission and negotiation.

     

    ARTICLE
      4
      - MARKETING

     

    DRS
      will
      take the marketing lead under this Agreement for both DRS Derivative Products
      and MLD Products in the Territory, unless otherwise mutually agreed. PureDepth
      will provide all reasonable support to DRS as requested to support the marketing
      effort.

     

    ARTICLE
      5
      - INTELLECTUAL PROPERTY RIGHTS

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              5.1

            	
              Intellectual
                Property:
                Intellectual Property means, but is not limited to, patents; information
                that it not publicly available, including patent applications, whether
                filed or not, and improvements; inventions of any kind, whether patentable
                or not, including inventions conceived or reduced to practice; copyrights;
                copyrighted or copyrightable materials; ideas expressed in any tangible
                or
                electronic medium of expression; trademarks; service marks; trade
                secrets;
                Technical Data (as defined in Section 5.3); Computer Software (as
                defined
                in Section 5.3); Technical Know-How (as defined in Section 5,2),
                circuit
                designs and layouts or any other recognized form of non-publicly
                available
                information maintained as trade secrets including, without limitation,
                any
                Proprietary Information exchanged under the terms of the Mutual
                Non-Disclosure Agreement referenced in Article 6,
                below.

            


    

     

    
      	
              5.2

            	
              Technical
                Know-How:
                Technical Know-How means all recorded and unrecorded information
                and
                knowledge maintained as trade secrets relating to the design, development
                or production of an article including, but not limited to, specific
                application of the knowledge gained from experience in the design,
                development, or production of an article that is necessary or helpful
                in
                interpreting, applying or interrelating Technical Data, Computer
                Software,
                or other Intellectual Property relating to an
                article.

            


    

     

    
      	
              5.3

            	
              Technical
                Data and Computer Software:
                Technical Data and Computer Software mean those terms as defined
                in
                Sections 252.227-7013 (NOV 1995) and 252.227-7014 (JUN 1995),
                respectively, of the Department of Defense Federal Acquisition Regulation
                Supplement.

            


    

     

    
      	
              5.4

            	
              Background
                Intellectual Property:
                Background Intellectual Property is defined to be any Intellectual
                Property that is owned or controlled by a Party or licensed from
                a
                third-party, or conceived, created, or developed prior to or independent
                of (and is without the benefit of the other Party’s Intellectual Property)
                any work performed under this Agreement and that is used in the
                performance of this Agreement, regardless of whether such Intellectual
                Property is incorporated into any MLD Products, New MLD Products
                or DRS
                Derivative Products resulting From this Agreement. All Background
                Intellectual Property will remain the absolute property of the originating
                Party. For purposes of this Agreement, the TDP is Background Intellectual
                Property of PureDepth.

            


    

     

    
      	
              5.5

            	
              Foreground
                Intellectual Property:
                Foreground Intellectual Property is defined to be any Intellectual
                Property that is specifically conceived, created, developed or contracted
                to be developed by a Party or by both Parties in the course of performing
                any work required under this Agreement and/or that is incorporated
                into
                any MLD Products, New MLD Products or DRS Derivative Products that
                may
                result from this Agreement. For the purposes of clarification, Foreground
                Intellectual Property includes all Intellectual Property that is
                developed
                by either Party that necessarily derives from and incorporates
                Intellectual Property disclosed by the other Party; and also includes
                all
                Intellectual Property that is incorporated into MLD Products, New
                MLD
                Products or DRS Derivative Products that is not Background Intellectual
                Property. For purposes of this Agreement, the Intellectual Property
                developed by DRS as part of developing the DRS Derivative Products
                shall
                be treated as DRS Background Intellectual Property (subject to PureDepth’s
                underlying ownership rights in its Background Intellectual Property
                and
                the license rights thereto expressly granted to DRS in PureDepth’s
                Background Intellectual Property
                hereunder).

            


    

     

    
      	
              5.6

            	
              Neither
                Party will have any claim to the other Party’s rights to their respective
                Intellectual Property, nor have any rights arising therefrom, except
                as
                expressly stated herein. If the Parties, during the term of this
                Agreement, collaborate to jointly develop any New MLD Products, then
                the
                ownership of any Foreground Intellectual Property that is developed
                during
                such joint development will be negotiated in accordance with the
                principles set forth in the Intellectual Property Policy set out
                in
                Attachment
                2.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              5.7

            	
              MLD
                Products, New MLD Products or DRS Derivative Products:
                For purposes of this Agreement, MLD Products, New MLD Products or
                DRS
                Derivative Products includes the information, goods and/or services
                described and itemized for delivery to a customer, including, but
                not
                limited to, hardware, firmware, Computer Software, services and any
                related documentation and design data, design specifications, schematics,
                functional and interface specifications, acceptance test plans, system
                descriptions and technical information as part of or embedded in
                any of
                the DRS Derivative Products, the New MLD Products, and the MLD
                Products.

            


    

     

    
      	
              5.8

            	
              Licenses:
                Throughout the term of this Agreement, subject to applicable export
                control laws and regulations as well as the execution of any required
                enabling export licenses or
                agreements:

            


    

     

    
      	 	
              (a)

            	
              Licenses
                for any PureDepth Background Intellectual Property embedded in the
                DRS
                Derivative Products are irrevocable and will remain in effect after
                termination or expiration of this Agreement. PureDepth will continue
                to
                license, on a non-exclusive basis, such Intellectual Property and
                will
                continue to make MLD Technology, MLD Products and related subassemblies
                available to DRS for future sales on terms no less favorable than
                as
                stipulated in Attachment
                1
                for as long as DRS continues to sell DRS Derivative Products into
                the
                Territory or has any obligation to support DRS Derivative Products
                previously sold.

            


    

     

    
      	 	
              (b)

            	
              In
                the event of a termination of this Agreement by DRS under sub-clauses
                7.1
                (b) or 7.1 (c) due to PureDepth’s default, DRS shall be deemed to
                thereafter have, at no further cost to DRS, a license of all Intellectual
                Property owned or controlled by PureDepth that is necessary for DRS
                to
                satisfy pending opportunities, to complete open orders, and to maintain
                delivered DRS Derivative Products or New MLD Products subject to
                the
                license fees in Attachment
                1.

            


    

     

    ARTICLE
      6
      - PROPRIETARY INFORMATION

     

    
      	
              6.1

            	
              Proprietary
                Information is covered under Attachment
                3
                (“Mutual Nondisclosure Agreement”), effective 21
                October 2004,
                which Nondisclosure Agreement is hereby amended to be co-extensive
                with
                the term of this Agreement and to cover any Proprietary information
                exchanged by and between the
                Parties.

            


    

     

    
      	
              6.2

            	
              As
                stated in Attachment
                3,
                all provisions of this Article 6 shall survive any termination of
                this
                Agreement for a period of five
                (5) years.

            


    

     

    ARTICLE
      7
      - TERMINATION 

     

    
      	
              7.1

            	
              This
                Agreement shall terminate without further obligation or liability
                between
                the Parties (except as specifically provided in Section 7.2
                below):

            


    

     

    
      	 	
              (a)

            	
              by
                mutual written agreement of the
                Parties;

            


    

     

    
      	 	
              (b)

            	
              in
                the discretion of either Party, in the event the other Party files
                for
                bankruptcy, becomes insolvent, is alleged to have violated any federal
                law
                or regulation relating to procurement, or experiences any other impairment
                in its capacity to contract, including but not limited to suspension
                or
                debarment;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              (c)

            	
              in
                the discretion of either Party; in the event of a material breach
                or
                material default by the other Party of its obligations under this
                Agreement and where such defaulting Party does not remedy or undertake
                reasonable steps to remedy within thirty (30) days after receipt
                of
                written notice to that effect from the terminating Party;
                or

            


    

     

    
      	 	
              (d)

            	
              [*
                * *] after the Effective Date of this Agreement, unless
                extended by mutual written agreement between the
                Parties.

            


    

     

    
      	
              7.2

            	
              Upon
                any termination under this Article 7, either Party (except the breaching
                Party under Section 7.1(c) hereof) shall then have the unconditional
                right
                to pursue business in the Territory which had been covered by this
                Agreement, subject always to the continued applicability of Article
                5,
                Intellectual Property Rights, Article 6, Proprietary Information,
                Article
                11, Indemnification, Article 12, Limitation of Liability, Article
                13,
                Classified Information, Article 14, Disputes; Article 15, Governing
                Law,
                Article 16, Compliance with Laws, Article 17, Compliance with Export
                Laws
                and Regulations and Article 19, Non-Solicitation of Employees, which
                shall
                survive any such termination.

            


    

     

    ARTICLE
      8
      - PUBLICITY

     

    Except
      as
      otherwise required by law or regulation, no release of information shall be
      made
      or given by one Party to news media or the general public relating to this
      Agreement, or work hereunder, without prior written approval by the other Party
      of the material to be released. Such approval shall not be unreasonably denied.
      The Parties agree that any news releases made shall give due recognition to
      the
      participation and contribution of both Parties.

     

    ARTICLE
      9
      - ASSIGNMENT

     

    Neither
      Party may assign or transfer its rights or obligations in this Agreement (by
      operation of law or otherwise), in whole or in part, to any person or entity
      without the prior written consent of the other Party, which consent shall not
      be
      unreasonably withheld; provided, however, that either Party may assign such
      rights or obligations to (a) a successor or surviving corporation resulting
      from
      a merger, consolidation, sale of assets or stock or other corporate
      reorganization, or (b) its parent, its parent’s subsidiaries or other
      affiliates, upon condition that the assignee will assume all of the Party’s
      obligations hereunder.

     

    ARTICLE
      10
      - EXCUSABLE DELAYS

     

    Neither
      Party shall be liable to the other for any loss, damage, delay in or
      non-performance of any obligation herein caused by war, riot, fire, flood,
      strike, the act of any government or authority, lockout or other labor dispute
      or by any other cause which is unavoidable and beyond the Party’s reasonable
      control, and which could not be foreseen nor overcome by reasonable means.
      Upon
      recognition of any such event, the Party suffering the occurrence shall provide
      the other Party with written notice thereof at the earliest reasonable date.
      In
      the event that such delays extend beyond a period of six (6) months, the Party
      experiencing the delay shall be deemed to have experienced an impairment in
      its
      capacity to contract and, as a result, the other Party may proceed under Section
      7.1 (b) above.

     

    ARTICLE
      11
      - INDEMNIFICATION

     

    Each
      Party (hereinafter referred to for the purpose of this clause as the
“INDEMNITOR”) shall indemnify and hold harmless the other Party from and against
      any and all claims, damages, demands, suits, actions, judgments, liabilities,
      defaults, or costs and expenses, including court costs and reasonable fees
      of
      outside counsel, against the other Party as a result of (a) any damage or injury
      to a third party which is caused by the INDEMNITOR in the course, or as a
      result, of performance of this Agreement; or (b) any and all expenses,
      liability, and loss of any kind arising out of claims, suits, or actions
      alleging infringement, misuse, or misappropriation of third party Intellectual
      Property by the INDEMNITOR.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PureDepth
      represents and warrants that to its knowledge none of the Intellectual Property
      that is subject to the Licenses contained herein infringes on or in any way
      violates the rights of any third parties. In the event that a third party claims
      that the Intellectual Property that is the subject of the Licenses contained
      herein does infringe or violate such third party’s Intellectual Property, then
      PureDepth will be the INDEMNITOR under this Article 11 for all such claims.
      In
      the event that such third party claimant obtains or threatens to obtain an
      injunction prohibiting the use of such Intellectual Property that is the subject
      of the Licenses contained herein, then PureDepth shall as soon as practical,
      at
      its election and expense, either obtain a license to allow the continued use
      of
      such Intellectual Property by DRS, or provide DRS with a substitute of the
      Intellectual Property, that is or may be prohibited from use by such injunction,
      which is non-infringing.

     

    ARTICLE
      12
      - LIMITATION OF LIABILITY

     

    
      	
              12.1

            	
              EXCEPT
                FOR LIABILITY ARISING FROM A BREACH OF THE ARTICLES ENTITLED INTELLECTUAL
                PROPERTY RIGHTS” (ARTICLE 5), “PROPRIETARY INFORMATION’’ (ARTICLE 6), AND
                “INDEMNIFICATION” (ARTICLE 11), IN NO EVENT SHALL EITHER PARTY BE LIABLE
                TO THE OTHER PARTY FOR ANYTHING OTHER THAN DIRECT DAMAGES, AND NEITHER
                PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL,
                MULTIPLE, PUNITIVE OR OTHER INDIRECT DAMAGES THAT ARE CLAIMED TO
                BE
                INCURRED BY THE OTHER PARTY WHETHER SUCH CLAIM ARISES UNDER CONTRACT,
                TORT
                (INCLUDING STRICT LIABILITY), INDEMNITY OR OTHER THEORY OR
                LAW.

            


    

     

    
      	
              12.2

            	
              THE
                TERM “SPECIAL, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER
                INDIRECT DAMAGES” AS USED HEREIN SHALL INCLUDE, BUT IS NOT LIMITED TO,
                SUCH DAMAGES AS LOSS OF USE, LOSS OF BUSINESS REPUTATION, INCREASED
                EXPENSE OF OPERATION, LOSS OF PROFIT, COST OF MONEY, LOSS OF USE
                OF
                CAPITAL OR OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT
                DAMAGES
                OF ANY NATURE ARISING AT ANY TIME FROM ANY CAUSE
                WHATSOEVER.

            


    

     

    
      	
              12.3

            	
              NOTWITHSTANDING
                THE PROVISIONS OF ARTICLE 12.1, NO LIMITATION OF LIABILITY UNDER
                THIS
                AGREEMENT WILL BE APPLICABLE WITH RESPECT TO A CLAIM THAT IS THE
                RESULT OF
                A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL
                MISCONDUCT.

            


    

     

    ARTICLE
      13
      - CLASSIFIED INFORMATION

     

    To
      the
      extent the obligations of the Parties involve access to security information
      bearing a United States security classification of “Confidential” or higher,
      each Party shall be responsible for safeguarding such information in accordance
      with the provisions of applicable laws and regulations.

     

    ARTICLE
      14
      - DISPUTES

     

    
      	
              14.1

            	
              Any
                claim for the threatened, alleged, or actual breach of this Agreement
                by
                either Party (“Dispute”), which cannot otherwise be resolved after good
                faith negotiations by the Parties, shall be resolved as
                follows:

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Dispute shall be submitted, in writing, to the senior management level of each
      Party (for PureDepth, its President; for DRS, the President, DRS C3). The senior
      management representatives of the respective Parties shall each have ten (10)
      calendar days to resolve the Dispute from the date of the written
      submission.

     

    If
      the
      Parties are unable to resolve the Dispute within such time period as set forth
      above, and either Party wishes to pursue the Dispute, the Parties may agree
      to
      jointly participate in alternate dispute resolution or either Party may pursue
      the dispute in any court of competent jurisdiction in the United States. In
      no
      event shall any Party be liable to the other Party under such Dispute for
      incidental, consequential, or punitive damages, as set forth in Article
      12.

     

    
      	
              14.2

            	
              Notwithstanding
                the above, either Party may immediately seek injunctive relief in
                any
                court of competent jurisdiction against improper use, disclosure,
                or
                threatened improper use or disclosure of Intellectual Property/Proprietary
                Information.

            


    

     

    ARTICLE
      15
      - GOVERNING LAW

     

    Regardless
      of its place of negotiation, execution, or performance, this Agreement shall
      be
      interpreted and enforced in accordance with the laws of the State of New York
      in
      the United States, without regard to that State’s choice of law statutes and
      provisions, as well as in accordance with applicable federal procurement law
      as
      enunciated in decisions of administrative boards and the U.S. federal
      courts.

     

    ARTICLE
      16
      - COMPLIANCE WITH LAWS

     

    Each
      Party warrants that it will comply with all applicable laws and regulations,
      including (but not limited to) the provisions of the U.S. Foreign Corrupt
      Practices Act, as amended (15 U.S.C. § 78), the Procurement Integrity Act, as
      amended (41 U.S.C. § 423), and the Lobbying Disclosure Act of 1995, as amended
      (2 U.S.C. §§ 1601-1612), in connection with the performance of the activities
      contemplated by this Agreement.

     

    ARTICLE
      17
      - COMPLIANCE WITH EXPORT LAWS AND REGULATIONS

     

    Each
      Party represents that it will comply with all applicable export and import
      laws
      and regulations of any country exercising jurisdiction over the activities
      contemplated under this Agreement during performance hereof including, but
      not
      limited to, the U.S. Arms Export Control Act, as amended (22 U.S.C. §§
2751-2799), the International Traffic in Arms Regulations, as amended (22 C.F.R.
      Part 120 et seq.), the Export Administration Act, as amended, (50 U.S.C. §§
2401-2420), and the U.S. Export Administration Regulations, as amended (15
      C.F.R. § 730 et seq.). Each Party shall not export, disclose, transfer, furnish
      or otherwise provide any article, technical data, technology, defense service,
      or technical assistance of the other party to any foreign person, including
      those working for a Party, or foreign entity, whether within the U.S. or abroad,
      without obtaining in advance (a) appropriate U.S. government export
      authorization, and (b) written approval from the other Party.

     

    ARTICLE
      18
      - CONFLICT OF INTEREST

     

    Each
      Party acknowledges and agrees that a material term of this Agreement is that
      there is no constraint or limitation on its ability to meet its responsibilities
      under this Agreement. The term “constraint or limitation” includes but is not
      limited to an organizational conflict of interest, consultant conflict of
      interest, and/or contracts or agreements with third parties.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      19
      - NON-SOLICITATION OF EMPLOYEES

     

    The
      Parties agree that, during the term of this Agreement and for a one (1) year
      period thereafter, neither Party shall knowingly or actively seek to hire any
      employee of the other Party. This restriction shall not prohibit either Party
      from hiring any person as a result of the use of an independent employment
      agency (so long as the agency was not directed by such Party to solicit such
      person) or as the result of the use of a general solicitation (such as an
      advertisement) not specifically directed to employees of the other
      Party.

     

    ARTICLE
      20
      - TAXES

     

    Each
      Party shall be responsible for its respective present and future taxes, duties,
      tariffs, fees, imposts, and other charges, including but not limited to income,
      excise, import, purchase, sale, use, turnover, added value, gross receipts,
      gross wages, and similar assessments imposed upon a Party by any taxing
      authority as a result of the performance of the Party’s duties and
      responsibilities hereunder.

     

    ARTICLE
      21
      - ENTIRE AGREEMENT

     

    This
      Agreement, including the Attachments hereto, constitutes the entire and
      exclusive agreement between the Parties hereto relating to the subject matter
      hereof and supersedes any prior agreements, understandings or commitments
      relating to the subject matter hereof. There are no terms, obligations,
      covenants, representations, statements or conditions, oral or written, other
      than those contained herein. No variation or modification of this Agreement
      or
      waiver of any of the terms and provisions hereof shall be deemed valid unless
      in
      writing signed by the authorized representative of the Parties
      hereto.

     

    ARTICLE
      22
      - NOTICES

     

    All
      notices and other communications hereunder shall be in writing, or promptly
      confirmed in writing, and shall be deemed properly delivered when duly mailed
      by
      certified letter or facsimile, as appropriate, to the other Party at their
      address as follows, or to such other address as a Party may, by written notice,
      designate to the other Party:

     

    In
      the
      case of DRS to:

     

    DRS
      Electronic Systems, Inc. 

    200
      Professional Drive

    Gaithersburg,
      MD 20879

    


    Facsimile:
      301-977-6158

    Attention:
      Rita Boehm, Director - Business Management 

    E-Mail:
      rboehm@drs-c4i.com

     

    In
      the
      case of PureDepth to:

     

    PureDepth,
      Inc.

    303
      Twin
      Dolphin Drive, 6th Floor, Suite 4 

    Redwood
      City, CA 94065

    


    Facsimile:
      650-632-4439 

    Attention:
      Fred Angelopoulos 

    E-Mail:
      fred.Angelopoulos@puredepth.com

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      23
      - SEVERABILITY

     

    If
      any
      part, term, or provision of this Agreement shall be held void, illegal,
      unenforceable, or in conflict with any law of a Federal, State, or local
      government having jurisdiction over this Agreement, the remaining provisions
      of
      this Agreement shall continue in full force and effect as if this Agreement
      had
      been executed with the invalid portion eliminated; provided, however, the
      effectiveness of the remaining portions of this Agreement will not defeat the
      overall intent of the Parties. In such a situation, the Parties agree to include
      a replacement provision, to the extent possible, construed to accomplish the
      originally intended effect that does not violate law or regulation.

     

    ARTICLE
      24 –
      GENERAL

     

    The
      Parties agree that this Agreement does not constitute or create a joint venture,
      pooling arrangement, partnership, or formal business organization of any kind,
      other than an agreement in principle and the rights and obligations of the
      Parties will be only those expressly set forth herein. Nothing herein will
      be
      construed as providing for the sharing of profits or losses arising out of
      the
      efforts of either or both Parties. Each Party will remain as an independent
      contractor at all times. Neither Party shall act as an agent or partner for,
      or
      otherwise have the authority to bind in any manner whatsoever, the other Party
      without such other Party’s prior written consent.

     

    ARTICLE
      25
      - COUNTERPARTS

     

    This
      Agreement may be signed in any number of counterparts, including by facsimile,
      with the same effect as if the signatures to each counterpart were on the same
      instrument.

     

    ARTICLE
      26
      - NO WAIVER

     

    No
      failure to exercise and no delay in exercising any right, power or remedy under
      this Agreement will operate as a waiver, nor will any single or partial exercise
      of any right, power or remedy preclude any other or further exercise of that
      or
      any other right, power or remedy.

     

    IN
      WITNESS WHEREOF, the Parties have accepted and executed this Agreement under
      the
      hand of their duly authorized representatives.

     

    
      	
              DRS
                ELECTRONIC SYSTEMS, INC.

            	 	
              PUREDEPTH,
                INC.

            
	
              Name:
                Richard Danforth

            	 	
              Name

            
	 	 	 
	 	 	
              Chief
                Executive Officer

            
	
              Title:
                President C3

            	 	
              Title

            
	 	 	 
	
              /s/
                Richard Danforth

            	 	
              /s/
                Fred Angelopoulos

            
	
              Signature

            	 	
              Signature

            
	 	 	 
	
              5/12/05

            	 	
              5/25/05

            
	
              Date

            	 	
              Date

            
	 	 	 
	
              DRS
                LAUREL TECHNOLOGIES

            	 	 
	
              Name:
                Patrick Marion

            	 	 
	
               

               

            	 	 
	
              Title:
                Sr. Vice President MS

            	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              /s/
                Richard Danforth for Pat Marion

            	 	 
	
              Signature

            	 	 
	 	 	 
	
              5/12/05

            	 	 
	
              Date

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Attachment
      1

     

    Description
      of TDP and License Fees

     

    1. Description
      of TDP

     

    The
      technical design package shall include, but is not limited to, the following
      information and data:

     

    
      	 	
              ·

            	
              Assembly
                documents

            


    

    
      	 	
              ·

            	
              Fabrication
                drawings

            


    

    
      	 	
              ·

            	
              Schematics

            


    

    
      	 	
              ·

            	
              Parts
                List

            


    

    
      	 	
              ·

            	
              Sources
                of supply

            


    

    
      	 	
              ·

            	
              Source
                data for development of user manuals, as well as copies of all current
                and
                relevant user manuals

            


    

    


    And
      any
      other items necessary for the manufacture and support of MLD Products.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Attachment
      1 (cont’d)

     

    2. Standard
      Pricing/License Fees

     

    License
      Fee Structure

     

    License
      fees up to [*
      * *]
      units

    
      	
              Product

            	
              License
                Fee

            	
              Price
                per unit includes license fee

            	
              Module
                Price

            
	
               

              MLD
                3000 17 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                4000 19 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                1000 7 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            


    

     

    License
      fees up to [*
      * *]
      units

    
      	
              Product

            	
              License
                Fee

            	
              Price
                per unit includes license fee

            	
              Module
                Price

            
	
               

              MLD
                3000 17 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                4000 19 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                1000 7 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            


    

     

    Exceeding
      [*
      * *]
      units

    
      	
              Product

            	
              License
                Fee

            	
              Price
                per unit includes license fee

            	
              Module
                Price

            
	
               

              MLD
                3000 17 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                4000 19 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            
	
               

              MLD
                1000 7 inch display

            	
               

              [*
                * *]
                dollars per unit

            	
               

              $
                [*
                * *]

            	
               

              $ [*
                * *]

            


    

     

    Notes
      regarding pricing: 

    The
      above
      prices:

     

    -­  
       are
      inclusive of license fees.

    -­    shall
      be
      reviewed on an annual basis and modified by mutual agreement

    -­    inclusive
      of license fees, shall never be higher than [*
      * *]

    ­-    shall
      be
      modified by mutual agreement in response to specific defined program
      opportunities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Attachment
      3 -
      Mutual
      Nondisclosure Agreement

     

    MUTUAL
      NONDISCLOSURE AGREEMENT

     

    THIS
      MUTUAL NONDISCLOSURE AGREEMENT (“Agreement”) is entered Into by the following
      critics:

     

    DRS
      Electronic Systems, Inc, a Delaware corporation, with an address of 200
      Professional Drive, Gaithersburg, Maryland 20879 (“DRS”),

     

    DVI,
      doing business as Pure Depth, Inc.. a Delaware (pending) corporation, with
      an
      address of 303 Twin Dolphin Dr., Redwood City, CA 94065 (“Pure
      Depth”).

     

    DRS
      and
      Pure Depth may also be referred to in this Agreement individually as a “Party”
or collectively as the “Parties.”

     

    BACKGROUND

     

    
      	1.	
              Each
                Party represents that it possesses competitively valuable proprietary
                and
                confidential information which is not generally available to the
                public,
                and which the Party desires to protect against disclosure or competitive
                use (the “Proprietary
                Information”).

            


    

     

    
      	2.	
              Definition:
                Proprietary Information may include, but is not limited to, tangible
                or
                intangible information related to a Party’s product, processes, methods,
                ideas, concepts, discoveries, designs, drawings, specifications,
                techniques, practices, models, diagrams, source code, object code;
                software, programs, know-how, technical data, research and development;
                or
                business and financial data.

            


    

     

    
      	3.	
              Reason
                for Disclosure:
                The Parties contemplate engaging in business discussions during which
                it
                may become necessary to exchange Proprietary Information, and desire
                to
                establish a mutual understanding concerning the preservation and
                safeguarding of such information.

            


    

     

    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the foregoing, and in express reliance on the
      mutual covenants and conditions contained herein, the Parties agree as
      follows:

     

    
      	1.	
              Marking
                and Identification:
                During the term of this Agreement; the Parties, to the extent of
                their
                right to do so, may exchange information that is considered by the
                disclosing party to be Proprietary Information. For such information
                to be
                considered Proprietary Information and subject to this Agreement,
                it shall
                be identified in writing at the time of the disclosure by an appropriate
                legend, marking, stamp or positive written identification on the
                face
                thereof to be Proprietary Information. In order for any Proprietary
                Information that is exchanged between the Parties orally or visually
                to be
                subject to this Agreement, it shall be identified as Proprietary
                Information to the receiving Party orally at the time of disclosure
                and in
                writing within fourteen (14) calendar days after such oral or visual
                disclosure.

            


    

     

    
      Page
        1 of
        6

       

      COMMERCIAL
        IN CONFIDENCE

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	2.	
              Purpose:
                Proprietary Information delivered by the disclosing Party to the
                receiving
                Party shall be used solely for the purpose of marketing
                and product licensing discussions
                (the “Permitted Purpose”). No other use of Proprietary Information is
                granted without the prior written consent of the disclosing
                Party.

            


    

     

    
      	3.	
              Term:
                This Agreement shall (unless extended by written mutual agreement)
                automatically terminate on 31
                October 2006,
                but may be terminated earlier by either Party giving thirty (30)
                days
                notice in writing to the other Party of its intention to terminate.
                Termination shall not, however, affect the rights and obligations
                in this
                Agreement with respect to Proprietary Information supplied prior
                to
                termination.

            


    

     

    
      	4.	
              Duty
                of Care/Limitation on Distribution:
                From the date of its disclosure until [* * *]
                after
                the date of termination of this Agreement, the receiving Party shall
                protect the disclosing Party’s Proprietary Information by using the same
                degree of care, but no less than a reasonable degree of care, to
                prevent
                the dissemination to third parties or publication of the Proprietary
                Information as the receiving Party uses to protect its own Proprietary
                Information of a like nature. The receiving Party shall further restrict
                disclosure of such Proprietary Information to those of its directors,
                officers, employees, agents, and advisors (including attorneys,
                accountants and financial advisers) who have a need to know and who
                have
                been advised of and agreed to the restrictions on disclosure and
                use
                contained in this Agreement: Notwithstanding the period set forth
                in the
                first sentence of this section, the Parties may agree in writing
                to an
                extended period of protection for certain Proprietary
                Information.

            


    

     

    
      	5.	
              Exceptions:
                This Agreement imposes no obligation upon a receiving Party with
                respect
                to Proprietary Information which: (a) was in the receiving Party’s
                possession before receipt from the disclosing Party; (b) is or becomes
                a
                matter of public knowledge through no fault of the receiving Party;
                (c) is
                rightfully received by the receiving Party from a rightfully possessing
                third party without a duty of confidentiality; (d) is required to
                be
                disclosed by court order or other lawful governmental action, but
                only to
                the extent so ordered, and provided that the Party so ordered shall
                notify
                the disclosing Party of the underlying proceeding in sufficient time
                so
                that the disclosing Party may attempt to obtain a protective order;
                (e) is
                disclosed by the receiving Party with the disclosing Party’s prior written
                approval in accordance with that written approval; or (f) is independently
                developed by the receiving Party without access to Proprietary Information
                exchanged hereunder as provable by competent
                evidence.

            


    

     

    Page
      2 of
      6

     

    COMMERCIAL
      IN CONFIDENCE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	6.	
              Disclaimer
                of License:
                All Proprietary Information is and shall remain the sole and exclusive
                property of the disclosing Party, and neither Party acquires any
                license,
                intellectual property rights, or legal or equitable interest in the
                other
                Party’s Proprietary Information except for the limited right to make
                copies as necessary, and in accordance with this Agreement, for the
                Permitted Purpose. 

            


    

     

    
      	7.	
              Disclaimer
                or Warranty:
                All Proprietary Information is provided “AS IS,” and neither Party makes
                any warranty regarding the accuracy, appropriateness or reliability
                of
                such information. The entire risk arising out of the use of the
                Proprietary Information remains with the receiving
                Party.

            


    

     

    
      	8.	
              Notice
                of Unauthorized Disclosure:
                The receiving Party shall notify the disclosing Party immediately
                upon
                discovery of any unauthorized use or disclosure of Proprietary
                Information, or any other breach of this Agreement by the receiving
                Party,
                and will cooperate with the disclosing Party in every reasonable
                way to
                help the disclosing Party regain possession of the Proprietary Information
                and prevent further unauthorized use or
                disclosure.

            


    

     

    
      	9.	
              Limitation
                on Scope of Agreement:
                This Agreement shall not be construed as a sales agreement, teaming
                agreement, joint venture or other similar arrangement; rather, the
                Parties
                expressly agree that this Agreement is solely for the purpose of
                protecting Proprietary Information.


            


    

     

    
      	10.	
              Limitation
                on Obligation:
                Neither Party has an obligation to supply Proprietary Information
                to the
                other Party; furthermore, neither Party has an obligation under this
                Agreement to purchase any item or service from the other
                Party.

            


    

     

    
      	11.	
              Points
                of Contact:
                The preferred, but nonexclusive, points of contact for the Parties
                with
                respect to the exchange of Proprietary Information
                are:

            


    

     

    
      	
              DRS
                Electronic Systems, Inc.

            	 	
              Pure
                Depth

            
	
              Bill
                Watson

            	 	
              Fred
                Angelopoulos

            
	 	 	 
	
              telephone
                no. (301) 921-8004

            	 	
              telephone
                no. (650) 632-4441

            
	
              mobile:
                (301) 529-0766

            	 	
              mobile:
                (650) 575-3420

            


    

     

    Proprietary
      Information may and written notices shall be sent to the points of contact
      at
      the addresses on the first page of this Agreement. Each Party may revise its
      point of contact or address by written notice to the other.

     

    Page
      3 of
      6

     

    COMMERCIAL
      1N CONFIDENCE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	12.	
              Export
                Control Compliance:
                Each Party represents that it will comply with all applicable export
                and
                import laws and regulations during performance of this Agreement,
                including but not limited to, the U.S. Arms Export Control Act, as
                amended
                (22 U.S.C. §§ 2751-2799), the International Traffic in Arms Regulations,
                as amended (22 C.F.R. Part 120 et seq.),
                the Export Administration Act, as amended, (50 U.S.C. §§ 2401-2420), and
                the U.S. Export Administration Regulations, as amended (15 C.F.R.
§ 730
                et
                seq.).
                The Parties shall not export, disclose, furnish or otherwise provide
                any
                article, technical data, technology, defense service, or technical
                assistance of the other Party to any foreign person or entity, whether
                within the U.S. or abroad, without obtaining, in advance, (a) appropriate
                U.S. government export authorization, and (b) written approval from
                the
                other Party.

            


    

     

    
      	13.	
              Legend/Marking
                Precedence:
                This Agreement shall apply in lieu of and notwithstanding any specific
                legend or statement associated with any particular information or
                data
                exchanged, and the duties of the Parties shall be determined exclusively
                by the terms and conditions of this
                Agreement.

            


    

     

    
      	14.	
              Return/Destruction
                of Proprietary Information:
                Upon written request of the disclosing Party, the receiving Party
                shall
                return all originals, copies, reproductions and summaries of Proprietary
                Information in the receiving Party’s possession or control or, at the
                disclosing Party’s option, destroy and certify to such
                destruction.

            


    

     

    
      	15.	
              Non-Solicitation
                of Employees:
                The Parties agree that, during the term of this Agreement and for
                a one
                (1) year period thereafter, neither Party shall knowingly or actively
                seek
                to hire any employee of the other Party. This restriction shall not
                prohibit either Party from hiring any person as a result of the use
                of an
                independent employment agency (so long as the agency was not directed
                by
                such Party to solicit such person) or as the result of the use of
                a
                general solicitation (such as an advertisement) not specifically
                directed
                to employees of the other Party.

            


    

     

    
      	16.	
              Right
                to Injunctive Relief:
                The receiving Party acknowledges that monetary damages may be an
                insufficient remedy for damages resulting from the unauthorized disclosure
                of Proprietary Information and that the disclosing Party shall be
                entitled, without waiving any other rights or remedies, to seek such
                injunctive or other equitable relief as may be deemed appropriate
                by a
                court of competent jurisdiction. Nothing herein shall be construed
                as
                prohibiting the disclosing Party from pursuing any other available
                remedy
                for unauthorized disclosure or for breach or threatened breach of
                this
                Agreement.

            


    

     

    
      	17.	
              Responsibility,
                Assignment, Publicity:
                The Parties shall perform their respective obligations hereunder
                without
                charge to the other, and neither Party shall assign any rights hereunder
                or disclose the existence of this Agreement publicly without the
                prior
                written approval of the other
                Party.

            


    

     

    Page
      4 of
      6

     

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      IN CONFIDENCE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	18.	
              Choice
                of Law:
                Regardless of its place of negotiation, execution, or performance,
                this
                Agreement shall be enforced and interpreted in accordance with the
                laws of
                the State of Delaware, without regard to that state’s choice of law
                statutes and provisions. This Agreement shall be binding on the Parties,
                their successors and assigns.

            


    

     

    
      	19.	
              Severability:
                If any term, provision, covenant or condition of this Agreement is
                held
                invalid or unenforceable for any reason, the remaining provisions
                of this
                Agreement shall continue in full force and effect as if this Agreement
                had
                been executed with the invalid portion eliminated, provided the
                effectiveness of the remaining portions of this Agreement will not
                defeat
                the overall intent of the Parties. In such a situation, the Parties
                agree,
                to the extent legal and possible, to incorporate a replacement provision
                to accomplish the originally intended
                effect.

            


    

     

    
      	20.	
              Modifications/Waivers:
                This Agreement shall not be amended or modified, nor shall any waiver
                of
                any right hereunder be effective unless set forth in a document executed
                by duly authorized representatives of the Parties. The failure to
                exercise
                any right under this Agreement shall not be deemed to be a waiver
                of such
                right, and shall not affect the right to enforce each and every right
                hereof. The waiver of any breach of any term, provision, covenant
                or
                condition herein contained shall not be deemed to be a waiver of
                any (a)
                subsequent breach of such term, provision, covenant or condition
                or (b)
                other term, provision, covenant, or
                condition.

            


    

     

    
      	21.	
              Site
                Visits.
                In the event of site visits to the other Party’s facilities, each Party
                agrees to protect not only Proprietary Information (as that term
                is
                defined in Background Paragraph 2 above) but, in addition, proprietary
                information with which each Party’s personnel may come in contact, by any
                means and or whatever purpose, during visits to the other Party’s
                facilities. Each Party agrees to communicate the substance of this
                provision to any of its employees that will be visiting the other
                Party’s
                facilities.

            


    

     

    
      	22.	
              Entire
                Agreement:
                This Agreement constitutes the entire understanding and agreement
                of and
                between the Parties relative to the protection of Proprietary Information
                relating to the Permitted Purpose and supersedes and replaces any
                and all
                previous understandings, commitments or agreements, oral or
                written,

            


    

     

    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
      duplicate originals by each Party’s duly authorized representative, and this
      Agreement shall be effective as of the day and year last written
      below.

     

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    DRS
      ELECTRONIC SYSTEMS, INC

     

    
      	
              Signature

               

            	 	
              /s/
                Rita Boehm

               

            	 	
              Signature

               

            	 	
              /s/
                Fred T. Angelopoulos

               

            
	
              Name

               

            	 	
              Rita
                Boehm

               

            	 	
              Name

               

            	 	
              Fred
                T. Angelopoulos

               

            
	
              Title

               

            	 	
              Director,
                Business Mgt.

               

            	 	
              Title

               

            	 	
              VP
                

               

            
	
              Date

               

            	 	
              19
                October 2004

               

            	 	
              Date

               

            	 	
              10/21/04

               

            


    

     

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    Attachment
      4

     

    Support
      Agreement


     

    
      	a.	
              DRS
                shall be responsible for providing first line response, customer
                service
                and technical support to its customers and shall respond to such
                inquiries
                in a timely manner.

            


    

     

    
      	b.	
              DRS
                shall respond promptly and professionally to technical questions
                regarding
                the products and other inquiries by DRS’s customers, and report promptly
                to PureDepth the details of all unresolved customer issues related
                to the
                MLD Technology or MLD Products.

            


    

     

    
      	c.	
              PureDepth
                shall designate a lead point of contact for technical support to
                DRS with
                a designated back up contact as well. Technical support inquiries
                from DRS
                to PureDepth shall be via phone and/or e-mail. PureDepth will make
                best
                efforts to resolve any inquiry from DRS within 24 hours of such inquiry
                being fielded by PureDepth.

            


    

     

    
      	d.	
              Upon
                receipt of a request from DRS, PureDepth agrees to provide, at a
                reasonable price, the specific technical support which may be required
                by
                DRS to meet customer requirements.