[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.]

      


      [PUREDEPTH
        LOGO]

      


      EXCLUSIVE
        SALES AND DISTRIBUTION LICENSE

      


                            Between

      


            PureDepth,
        Inc.

       

            And

      


            SANYO
        Sales and Marketing Corporation

      


            And

      


            SANYO
        Electric System Solutions Co., Ltd.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exclusive
        Sales and Distribution License       

      
        
          

        

      

      Date:
        December 15, 2005

       

      Parties             

      
        

      

       

      	1.  
                       	
              PureDepth,
                Inc.
                of
                303 Twin Dolphin Drive, Redwood City, California, USA (together with
                its
                subsidiaries, PureDepth Limited and PureDepth Incorporated Limited,
                “PureDepth”)

            


       

      	2.    
                     	
              SANYO
                Sales and Marketing Corporation
                of
                5-15, Hiyoshi-cho 2-chome, Moriguchi-shi 570-8634, Osaka, Japan,
                and
                SANYO
                Electric System Solutions Co., Ltd.,
                of 180 Omori Anpachi-cho, Anpachi-gun, 503-0195, Gifu, Japan (collectively
                together with “Sanyo”)

            


       

      Background

      
        
   

      	A.      
                  	
              Sanyo
                is, among other things, a pre-eminent seller and distributor of certain
                gaming products to the Market.

            


       

      	B.        
                	
              PureDepth
                is the exclusive owner of the MLDTM
Technology.

            


       

      	C.     
                   	
              PureDepth
                wishes to grant to Sanyo an exclusive license to incorporate the
                MLDTM
                Technology into the Sanyo Product and then offer for sale, sell and/or
                distribute Sanyo Product within the Market under the terms and subject
                to
                the conditions of this Agreement.

            


       

      Terms
        and Agreement          

      
        
 

      	1.    
                      	
              Definitions
                and Interpretation

            


       

      	1.1         
              	
              In
                this Agreement and, in addition to those defined terms set out in
                Schedule
                1:

            


       

      “Affiliate”
means
        any entity that directly or indirectly Controls, or is Controlled by, or
        is
        under common Control with, Sanyo.

      


      “Agreement”
means
        this agreement, including the Schedules, Appendices, and/or addendums to
        this
        Agreement.

      


      “Commencement
        Date”
shall
        have the meaning given to this term in Schedule
        1.

       

      “Confidential
        Information”
means
        and includes; all information and technology relating to the Intellectual
        Property Rights, Product or the Sanyo Product, including without limitation,
        manufacture methods, data, designs, plans, drawings, know-how, systems,
        processes, schematics, blueprints, records, reports, models, prototypes,
        descriptions, pricing, marketing and related business plans and customer
        information related thereto, and including all information derived from the
        above, which is disclosed by one party (“Disclosing
        Party”)
        to the
        other party (“Receiving
        Party”)
        with
        effect from 1 April 2005 (when the parties first met in relation to the context
        of current commercial discussions, negotiations and agreements) to and inclusive
        of the Commencement Date and otherwise during the Term, in written form or
        in
        any other tangible form.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      “Control(s)”
and
        “Controlled”
means;
        for corporate entities, direct or indirect ownership of fifty percent (50%)
        or
        more of the stock or shares entitled to vote for the election of the board
        of
        directors or other governing body of the entity; and, for non-corporate
        entities, direct or indirect ownership of fifty percent (50%) or greater
        of the
        equity interest.

      


      “Copyright”
means
        copyright held by PureDepth in any written material, plans, designs or other
        work relating to the development, assembly, sale, and distribution of the
        application of the Patent Rights in the Market.

      


      “Default
        Rate”
means
        the percentage per annum calculated daily for the applicable period as set
        out
        in Schedule
        1.

      


      "Improvements"
        means
        modifications to, improvements in, developments from or additions to the
        Product
        during the Term.

      


      "Intellectual
        Property Rights"
        means
        all intellectual property rights including, but not limited to, the Patent
        Rights, and the Copyright and the Trade Marks, trade names, trade secrets
        and
        know-how and show-how devised, developed or acquired by PureDepth and applied
        in
        the development, manufacture, assembly and sale of the MLD Technology as
        well as
        any designs independently developed by PureDepth, whether or not registered
        or
        protected by copyright, devised or acquired by PureDepth and applied in the
        development, manufacture, assembly and sale of the MLD Technology, and, for
        the
        avoidance of doubt, includes all Improvements.

      


      "Market"
        means
        the sale and distribution of [* * *] For the avoidance of
        doubt, the "Market" does not include the general PC or handheld device
        market.

      


      "MLD
        Technology"
        is the
        multi-layer display technology exclusively owned by PureDepth protected by
        the
        Patents and Copyright.

      


      "MLD
        Module"
        means a
        module including 2 or more screens in a stacked arrangement.

      


      "NDA"
        means
        the confidentiality agreement signed between the parties shortly before the
        Commencement Date and attached as Appendix
        A
        to this
        Agreement.

      


      "Product"
        means
        the MLD Modules, developed now or in the future, utilizing aspects of the
        Patent
        Rights for application to the products sold within the Market.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      "Patents"
        means
        the Patents listed in Schedule
        3
        and any
        patent granted upon the Patent Applications, and includes any patents of
        which
        PureDepth is the permitted user of worldwide and which relate to the MLD
        Technology.

      


      "Patent
        Applications"
        means
        the Patent Applications listed in Schedule
        3.

      


      "Patent
        Rights"
        means
        all and any of the rights under the Patents, Patent Applications, additions,
        modifications, extensions, or continuations in the Market in favor of PureDepth,
        and any patents granted upon the Patent Applications.

      


      "Sale"
        or
        "sell"
        or
        "selling"
        or
        "sold"
        means
        the sale, transfer, or other disposition of a Unit of Sanyo Product by Sanyo,
        either directly or through its Affiliates, to a customer.

      


      "Sanyo
        Product"
        means
        product which incorporates the Product or MLD Technology to be sold or
        distributed to the Market by Sanyo.

      


      "Term"
        means,
        unless otherwise terminated by operation of law or pursuant to the terms
        of this
        Agreement, the period set out in Schedule
        1,
        and,
        where the context applies, the period of extension to the Term pursuant to
        the
        terms of this Agreement.

      


      "Territory"
        has the
        meaning defined in Schedule
        1.

      


      "Trade
        Marks"
        means
        the registered and unregistered trade marks of which PureDepth is the
        proprietor, registered user or licensee, as the case may be.

      


      “Unit”
means
        in relation to Sanyo Product, a single unit of such product.

      


      “Volume
        Commitment”
has
        the
        meaning defined in Schedule
        1.

      


      Construction

      


      	1.2        
               	
              In
                the construction of this Agreement, unless the context requires
                otherwise:

            


       

      	a.    
               	
              A
                reference to any document, including this Agreement, includes a reference
                to that document as amended or replaced from time to
                time.

            


       

      	b.   
                	
              A
                reference to “including”
                or “includes”
                means “includes
                without limitation.”

            


       

      	c.   
                	
              A
                reference to a prohibition against doing anything includes a reference
                to
                not permitting, suffering or causing that thing to be
                done.

            


       

      	d.    
               	
              Where
                a word or expression is defined in this Agreement, other parts of
                speech
                and grammatical forms of that word or expression have corresponding
                meanings.

            


       

      	e.   
                	
              A
                reference to a party to this Agreement includes that party’s successors
                and permitted assigns.

            


       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


       

      	f.    
               	
              A
                reference to a person includes a corporation sole and also a body
                of
                persons, whether corporate or
                unincorporated.

            


       

      	g.   
                	
              For
                the avoidance of doubt, any defined term shall have the same meaning
                throughout this Agreement.

            


       

      	h.   
                	
              A
                reference to an enactment or statutory regulation is a reference
                to that
                enactment or regulation as amended, or to any enactment or regulation
                that
                has been substituted for that enactment or
                regulation.

            


       

      	i.    
               	
              References
                to monetary amounts are to the currency of the United States of
                America.

            


       

      	j.   
                	
              Words
                importing one gender include the other.

            


       

      	k.   
                	
              Words
                importing the singular or plural number include the plural and singular
                number, respectively.

            


       

      	l.    
               	
              A
                reference to a clause is to a clause in this
                Agreement.

            


       

      	2.    
                    	
              The
                Grant

            


       

      	2.1      
                	
              For
                the Term, but subject to the provisions of clause 2.3 and the payment
                of
                the agreed sums by Sanyo to PureDepth under the terms of this Agreement,
                PureDepth grants to Sanyo:

            


       

      	a.    
               	
              a
                right to manufacture to PureDepth’s standard specifications and Trademarks
                as well as an exclusive right to sell and/or distribute the Product
                only
                within the Market; and

            


       

      	b.    
               	
              a
                non-exclusive license under all the Patent Rights and Copyright
                accordingly to manufacture to PureDepth’s standard specifications and
                Trademarks, sell and/or distribute the Product only within the
                Market.

            


       

      	2.2          	
              The
                rights licensed under this Agreement are personal to Sanyo. Sanyo
                will not
                assign or grant any sub-license in respect to these rights without
                the
                express prior written consent of PureDepth, which such consent will
                not be
                unreasonably withheld.

            


       

      	 2.3         
               	
              The
                grant under clause 2.1 is conditional upon ongoing compliance with
                any
                conditions imposed by the Government or any regulatory authority
                or body
                of the relevant jurisdiction in the Market (if any) being met to
                the
                satisfaction of both parties in respect of any marketing, distribution,
                selling and/or use of the Sanyo Product in the
                Market.

            


       

      	3.           	
              PureDepth’s
                Obligations

            


       

      	3.1         	
              Until
                such time as Sanyo elects otherwise, PureDepth undertakes to supply
                Sanyo
                with the Product for incorporation into the Sanyo Product on the
                terms of
                trade to be agreed between the parties separately from this
                Agreement.

            


       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      	3.2        
               	
              PureDepth
                will provide technical advice and/or assistance to Sanyo in relation
                to
                the Product and/or the MLD Technology and its incorporation into
                the Sanyo
                Product as it reasonably considers necessary or otherwise within
                a
                reasonable period of time following receipt of a request for such
                advice
                or assistance by Sanyo.

            


       

      	3.3        
               	
              PureDepth
                will not intentionally bring Sanyo or the Sanyo Product into disrepute
                or
                otherwise intentionally damage the reputation of Sanyo or the Sanyo
                Product.

            


       

      	3.4        
               	
              During
                the Term and subject to Sanyo's continuing compliance with the terms
                of
                this Agreement, PureDepth shall not grant any party other than Sanyo
                any
                right to use the Patents and Patent Application for the sale or
                distribution of the Products within the Market, and shall not by
                itself or
                through any third party use the Patent Rights for the sale or distribution
                of the Products within the Market.

            


       

      	4.          
               	
              Sanyo’s
                Obligations

            


      	4.1        
               	
              Sanyo
                agrees and undertakes:

            


      	a.    
               	
              to
                use its best endeavors in relation to the business of selling and
                merchandising Sanyo Product within the Market so as to create and
                satisfy
                maximum reasonable demand for the Product and/or MLD
                Technology;

            


       

      	b.    
               	
              to
                actively promote the Sanyo Product;

            


       

      	c.    
               	
              to
                provide, on a best effort basis, sales forecasts for the
                Product;

            


       

      	d.   
                	
              not
                to knowingly be involved in transacting business that involves the
                use of
                the Product outside the Market or involves use of the Product other
                than
                for the purposes set out in this
                Agreement;

            


       

      	e.   
                	
              not
                intentionally bring the Trademarks into disrepute or otherwise
                intentionally damage the reputation of PureDepth, the Product or
                the MLD
                Technology.

            


       

      	 5.            	
              Royalties,
                Minimum Volumes and Payment

            


       

      	5.1        
               	
              Sanyo
                will pay PureDepth a royalty for each unit of Product sold by Sanyo
                itself
                or incorporated into the Sanyo Product at both the rates and payment
                terms
                set out in Schedule
                1.

            


       

      	5.2          
                	
              During
                the Term, Sanyo shall purchase from PureDepth or manufacture by itself
                or
                its subcontractor in accordance with PureDepth's standard specifications
                and Trademarks, the Products no less than the Volume Commitment during
                the
                period set forth in Schedule
                1.

            


       

      	5.3       
                	
              No
                royalty will be owed or paid by Sanyo to PureDepth for any Sanyo
                Product
                supplied free of charge as an evaluation, sample or promotional unit,
                provided, however, that net shipments of such units do not exceed
                that
                percentage of total Sanyo Product sold in any given year at the volume
                percentage set out in Schedule
                1.

            


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      	5.4        
               	
              For
                the avoidance of doubt, where a Unit of Sanyo Product contains more
                than
                one Product, then the royalty rate payable will be multiplied by
                the
                number of Products in each such Unit.

            


       

      	5.5       
                	
              Sanyo
                will be responsible for paying:

            


      	a.   
                 	
              all
                taxes, imposts, tariffs, duties and other Governmental or regulatory
                requirements of whatever nature on sales of the Product or Sanyo
                Product
                sold by Sanyo; 

            


       

      	b.   
                	
              Default
                Rate interest to PureDepth on all monies not paid by due date from
                such
                due date until payment in full is made;
                and

            


       

      	c.   
                	
              the
                legal costs of PureDepth in the event of default under subclause
                b.
                above.

            


       

      	6.
                        	
              Accurate
                Records and Audit Right

            


       

      	6.1    
                     	
              Sanyo
                will keep or cause to be kept, true and accurate books and records
                with
                respect to sales of Products and Units of Sanyo Product covered by
                this
                Agreement in accordance with generally accepted accounting principles
                and
                in a manner consistent with the accounting methods employed by best
                business practice.

            


       

      	6.2        
                 	
              Within
                the periods set out in Schedule
                1,
                Sanyo will furnish to PureDepth a report in writing containing full
                particulars of the sales of Units of Sanyo Product during the
                period.

            


       

      	6.3        
                    	
              PureDepth
                will have the right, at its own expense, to engage an independent,
                certified public accounting firm to examine the relevant books and
                records
                of Sanyo and its Affiliates who have sold the Products or Sanyo Product
                at
                any reasonable time during business hours after notifying Sanyo of
                its
                desire to do so in writing. Except for the disclosure of financial
                information to PureDepth or except as otherwise required by law,
                regulation or legal process, such accounting firm will be required
                to
                maintain the confidentiality of all financial or other non-public
                information of Sanyo and its Affiliates who have sold the Sanyo Product.
                The examination will be no more than once each year and will cover
                no more
                than the preceding three (3) anniversary years. Except in the case
                of an
                intentional failure to disclose or omission by Sanyo or its Affiliates
                or
                agents, no year may be audited more than once. The examination will
                be
                solely for the purpose of determining the compliance by Sanyo of
                its
                reporting and payment obligations under this Agreement. In the event
                that
                an examination discloses an error by Sanyo (for whatever reason)
                of more
                than 5% the of royalties paid or due to PureDepth for the period
                under
                audit, Sanyo will fully indemnify PureDepth for all PureDepth's costs
                and
                expenses of the examination, and the amount of the error due to
                PureDepth.

            


       

      	 7.           	
              Patent
                Rights and Infringement

            


       

      	7.1       
                	
              PureDepth
                warrants that:

            


       

      	a.     
               	
              it
                is the sole owner of the Patent Rights and
                Copyright;

            


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      	b.   
                	
              has
                the power and legal authority to grant this license and enter into
                this
                Agreement with Sanyo;

            


       

      	c.   
                	
              it
                will make reasonable endeavors to ensure the accuracy of any claims
                it may
                make to Sanyo relating to the Product and the MLD Technology;
                and

            


       

      	d.    
               	
              to
                the best of its knowledge and belief, its Patent Rights and the Product
                do
                not infringe the patent rights of any third party, but makes no other
                warranties other than those explicitly provided in this
                Agreement.

            


       

      	7.2       
                	
              Whilst
                PureDepth believes that the rights comprising the grant under clause
                2.1
                are novel, PureDepth will not be liable or under any obligation in
                any way
                to compensate or reimburse Sanyo for any loss (and, for the avoidance
                of
                doubt, and without limitation “loss” shall include any indirect, special,
                incidental, economic, consequential, and/or exemplary damages or
                losses
                suffered by Sanyo) arising out of or flowing
                from:

            


       

      	a.    
               	
              any
                action in the relevant jurisdiction in the Market that such third
                party's
                intellectual property rights in that jurisdiction have been infringed
                including a claim by a third party that prior art exists such that
                Sanyo
                is prevented using the rights granted to it under this Agreement;
                or
                

            


       

      	b.    
               	
              any
                genuine (i.e. reasonable and not merely vexatious) action by a third
                party
                which seeks to prevent Sanyo from manufacturing or and or selling
                the
                Sanyo product.

            


       

      	7.3       
                	
              PureDepth
                will defend, indemnify, and hold harmless Sanyo from and against
                any and
                all claims, liabilities, demands, causes of action, damages, losses
                and
                expenses, including, without limitation, reasonable attorney's fees
                and
                costs of suit, arising out of or in connection with any third party
                claim
                falling within the subject matter of subclauses a. and b. of clause
                7.2
                above but, in any event or circumstance, subject to and conditional
                upon
                the following:

            


       

      	a.   
                	
              the
                aggregate claims for indemnity made by Sanyo pursuant to and as permitted
                by clause 7.2 will in each consecutive [* * *] period of
                trading as from the date of launch of the Sanyo Product to any
                jurisdiction within the Market be limited to that amount determined
                in
                accordance with the formula set out in Schedule
                1;
                

            


       

      	b.   
                	
              payment
                by PureDepth under any indemnity claim by Sanyo pursuant to and as
                permitted by clause 7.2 are conditional
                upon:

            


       

      	i.    
               	
              a
                successful claim by a third party against Sanyo within the subject
                matter
                of sub clause a. and b. of clause 7.2 in a competent court in the
                relevant
                jurisdiction and, if required by PureDepth, it must be proven by
                the order
                of a competent court in the relevant jurisdiction that such claim
                falls
                within the subject matter of sub clause a. or b. of clause 7.2;
                and

            


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      	ii.    
               	
              any
                settlement made by Sanyo in relation to a third party infringement
                claim
                falling within the subject matter of sub-clauses a. or b. of clause
                7.2
                being agreed to by PureDepth;

            


       

      	c.   
                	
              whether
                or not PureDepth is a party to any court proceedings that may reasonably
                lead to a decision and/or order of the type referred to in subclause
                b. of
                this clause 7.3, Sanyo must promptly notify PureDepth of such proceedings
                and must fully cooperate with and permit PureDepth to take an active
                part
                in such proceedings throughout, and Sanyo must not reach a settlement
                of
                any such claim without PureDepth’s prior written consent (which must have
                regard to PureDepth's professional legal and insurance advice but
                subject
                to this will not be unreasonably withheld);
                and

            


       

      	d.    
               	
              in
                no circumstances will PureDepth be liable for, or indemnify Sanyo
                for, a
                claim arising out of or flowing from Sanyo’s application of the Sanyo
                Product in the Market.

            


       

      	  7.4          
              	
              Sanyo:

            


       

      	a.   
                	
              acknowledges
                PureDepth’s claim that PureDepth is the sole owner of the Intellectual
                Property Rights;

            


       

      	b.   
                	
              undertakes
                not to, and will not, at any time challenge or otherwise call into
                question the validity of any of the Intellectual Property Rights;
                and

            


       

      	c.    
               	
              undertakes
                not to, and will not, take any action which may prejudice or harm
                the
                Intellectual Property Rights or the ownership by PureDepth of the
                rights
                comprised in the Intellectual Property Rights.


            


       

      	7.5       
                	
              Sanyo
                will promptly give notice in writing to PureDepth of any infringement
                or
                threatened infringement of the Intellectual Property Rights which
                comes to
                its notice. 

            


       

      	7.6       
                	
              In
                the event of any infringement of the Patent Rights or the Copyright,
                PureDepth will take action to stop the infringement. In the event
                that any
                such infringement is within the Market, PureDepth will take action
                to stop
                the infringement, at the expense of PureDepth. PureDepth may take
                action
                on its own account and at its own expense for infringement. Sanyo
                may take
                action on its own account as well and in its own name, or in the
                name of
                PureDepth if PureDepth consents, with respect to the potential
                infringement action. In this latter event, Sanyo will indemnify and
                keep
                indemnified PureDepth against all costs and expenses in respect of
                any
                such action.

            


       

      	7.7        
               	
              In
                the event that Sanyo's utilization of the grant under this Agreement
                is
                claimed to infringe any third party's rights within the Market, both
                PureDepth and Sanyo will consult in good faith before PureDepth determines
                how best to handle such a claim.

            


       

      	8.         
                	
              Improvements

            


       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      	8.1       
                	
              PureDepth
                will, as soon as practicably possible, advise Sanyo of any Improvements
                as
                far as it or they relate to the Product or Sanyo Product. Sanyo will
                be
                entitled, upon request, under this license to those improvements
                in the
                Market for and within the purposes set out in this
                Agreement.

            


       

      	8.2        
               	
              All
                Improvements falling within the scope of the Patent Rights which
                come into
                the knowledge of Sanyo will without delay (and in any event within
                30
                days) be disclosed in confidence to
                PureDepth.

            


       

      	8.3        
               	
              Sanyo
                acknowledges that no title to or ownership of the MLD Technology
                or the
                Intellectual Property Rights is transferred to Sanyo pursuant to
                this
                Agreement, and PureDepth reserves all Intellectual Property Rights
                in the
                MLD Technology and any Improvements developed by Pure Depth. [* *
                *]

            


       

      	9.         
               	
              Brand
                Marking 

            


       

      	9.1        
               	
              Sanyo
                will provide an appropriate notation on each Product, packaging,
                marketing, or other materials associated with each Product or Sanyo
                Product, stating that the Sanyo Product includes the MLD Technology
                made
                under license from PureDepth and an appropriate identification of
                the
                Patent Rights applicable to such Sanyo Product. The form and content
                of
                the notation will be provided by PureDepth and agreed by
                Sanyo.

            


       

      	10.        
               	
              Term,
                Termination and Renewal

            


      	10.1      
               	
              Unless
                earlier terminated under clauses 10.2 or 10.3, this Agreement will
                begin
                at the Commencement Date and will continue until the earliest of
                the
                following:

            


       

      	a.    
                	
              expiry
                of the Copyright or of all of the Patent Rights;
                or

            


       

      	b.    
               	
              the
                parties mutually agreeing in writing to terminate this Agreement;
                or

            


       

      	c.      
              	
              the
                expiry of the Term, unless renewed pursuant to the terms of this
                Agreement.

            


       

      	10.2    
                	
              This
                Agreement may be terminated by either party by written notice if
                (i) the
                other party commits a breach of this Agreement and has failed to
                remedy
                the breach within 60 days of receipt of written notice from the other
                party requiring it to do so, or (ii) Either party has a person in
                the
                nature of an insolvency manager or receiver appointed for the whole
                or any
                part of its assets, or if an order is made or a resolution is passed
                for
                its liquidation (unless as a part of a scheme for reconstruction
                or
                amalgamation);.

            


       

      	10.3    
                	
              or

            


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      If
        Sanyo
        takes any action or causes or induces or supports any action to call into
        question the validity of the Patent Rights, then, PureDepth may by notice
        to
        Sanyo, immediately terminate this Agreement.

       

      	11.      
                	
              Insurance

            


       

      	11.1      
               	
              Sanyo
                will at all times during the term of this Agreement maintain effective
                product liability insurance cover throughout the Market in respect
                of the
                Sanyo Product. Such cover will amount to no less than [* *
                *] per occurrence and annual aggregate. The insurance policy
                or policies will not be cancelled without giving at least fifteen
                (15)
                days prior written notice from Sanyo to
                PureDepth.

            


       

      	12.         
              	
              Publicity
                and Confidentiality

            


       

      	12.1      
               	
              Each
                party will, prior to the release of any public statements relating
                to this
                Agreement, whether that is the fact of its existence or any details
                under
                it, seek the consent of the other party to the form of such release,
                which
                consent will be promptly given and will be unreasonably
                withheld.

            


       

      	12.2      
               	
              The
                parties acknowledge and agree that, in order to ensure an effective
                and
                successful working relationship, they will each be forthcoming and
                an
                ongoing basis to share Confidential Information pertinent to the
                commercial purposes set out in this Agreement, but they will not
                be
                required to share any Confidential Information beyond such
                purposes.

            


       

      	12.3      
               	
              Accordingly,
                with the exception of the provisions of clause 12.1, the provisions
                of the
                NDA relating to the protection and disclosure of Confidential Information
                (other than its term which will be hereby extended to match the Term),
                will be incorporated into this Agreement by reference, provided that,
                if
                there is any conflict in the interpretation of the provisions of
                this
                Agreement and the provisions of the NDA, then the parties agree that
                the
                provisions of this Agreement will prevail in all
                respects.

            


       

      	12.4      
               	
              Without
                limiting clause 12.2, the Receiving Party agrees not
                to:

            


       

      	a.   
                	
              use
                any Confidential Information, either directly or indirectly, in a
                manner
                which will damage the legitimate interests of the Disclosing Party;
                or

            


       

      	b.    
               	
              hold
                itself out or represent itself as otherwise associated with the Disclosing
                Party, other than for the purposes evidenced by this Agreement, unless
                the
                Receiving Party has first obtained the written consent of the Disclosing
                Party, which such consent will not be unreasonably
                withheld.

            


       

      	13.      
                	
              Dispute
                Resolution

            


       

      	13.1     
               	
              Any
                dispute under this Agreement that arises between the parties will
                in the
                first instance be referred to the chief executive officer or equivalent
                office holder for each of the parties. The chief executive officers
                will
                promptly give full written particulars of the dispute to the other
                and, in
                good faith, enter into discussions to try and resolve the dispute
                in a
                timely manner.

            


       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      	13.2     
                	
              In
                case an amicable settlement could not be reached within thirty (30)
                days
                after commencing settlement discussion, such disputes, differences
                or
                controversies shall be referred to arbitration in Osaka, Japan in
                accordance with the Commercial Arbitration Rules of the Japan Commercial
                Arbitration Association as in force at that time, if initiated by
                PureDepth, and in Los Angeles, California in accordance with the
                rules of
                the American Arbitration Association if initiated by Sanyo. The number
                of
                arbitrators will be three (3). The language to be used in arbitral
                proceeding will be English.

            


       

      	13.3      
               	
              This
                clause 13 does not apply to:

            


       

      	a.   
                	
              any
                dispute arising in connection with any attempted re-negotiation of
                this
                Agreement; or

            


       

      	b.    
               	
              an
                application by either party for urgent injunctive
                relief.

            


       

      	14.      
                	
              General
                Provisions

            


       

      	14.1     
               	
              Entire
                Agreement:
                This Agreement (including the NDA, as amended) sets out the entire
                agreement and understanding between the parties as at the Commencement
                Date relating to the Product and Sanyo Product and the Intellectual
                Property Rights and no modifications or amendments will be effective
                unless made in writing and signed by the parties to this
                Agreement.

            


       

      	14.2     
               	
              Requisite
                Authority:
                Both parties confirm they each have the full and requisite authority
                to
                enter into this Agreement and give effect the undertakings given
                by each
                of them under it.

            


       

      	14.3     
               	
              Good
                Faith:
                The parties agree to do any and all acts and things to execute and
                deliver
                any and all papers and documents necessary (including any assignments
                or
                related documentation of any Improvements) or appropriate to effect
                the
                intent and purpose of this Agreement.

            


       

      	14.4      
              	
              Non
                Circumvent:
                The parties will not circumvent or attempt to circumvent the provisions
                and/or intent of this Agreement.

            


       

      	14.5 
                   	
              Waiver:
                Any waiver by either party of any rights arising from any breach
                of any
                term of this Agreement will not be construed as a continuing waiver
                of
                other breaches of the same or other terms of this Agreement by any
                other
                party.

            


       

      	14.6     
               	
              Severability:
                Should any part or provision of this Agreement be held unenforceable
                or in
                conflict with the applicable laws or regulations of any jurisdiction,
                the
                invalid or unenforceable part or provision will be replaced with
                a
                provision which accomplishes, and to such extent as possible, the
                original
                business purpose of the part or provision in a valid and enforceable
                manner, and the remainder of the Agreement will remain binding on
                the
                parties.

            


       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      	14.7     
               	
              Headings:
                Headings contained in this Agreement have been inserted merely to
                facilitate reference and will have no bearing upon the interpretation
                of
                any of the provisions of this Agreement.

            


       

      	14.8    
                	
              Giving
                Notices:
                Any notice or communication, document or demand requiring to be made
                or
                served pursuant to this Agreement will be in writing signed by the
                party
                giving the notice or by any officer or other representative of that
                party
                and served at the addresses set out in Schedule
                2
                or
                in respect of a party to such other address as that party may also
                have
                advised to the other by at least five (5) working day's notice, and
                any
                notice or document shall be deemed to be duly given or
                made:

            


       

      	a.   
                	
              Personal
                Delivery:
                If delivered by hand, when so delivered;

            


       

      	b.    
               	
              Facsimile:
                If sent by facsimile, when the sender receives confirmation by answer
                back
                or if the sending machine confirms that the transmission was
                successful;

            


       

      	c.    
               	
              Posting:
                If sent by post, on the tenth (10) working day following posting;
                and

            


       

      	d.    
               	
              Email:
                If sent by email, upon the earlier of; receipt by the sending party
                of
                confirmation of successful delivery; or two (2) working days after
                dispatch, provided that, the sending party does not receive any indication
                of failure, or delay, of delivery within two (2) working days after
                dispatch.

            


       

      	14.9    
                 	
              Receiving
                Notices:
                Any notice, communication, document or demand which, but for this
                clause
                would be deemed to be received after 5pm, at the place of receipt,
                on a
                working day or on a day which is not a working day, shall be deemed
                to be
                received at 8.30am on the next following working day (Pacific Standard
                Time).

            


       

      	14.10 
                  	
              Statutory
                Holidays:
                For the purpose of this clause relating to the giving of notice,
                "working
                day" will be interpreted with respect to the statutory holidays in
                relation to the location of the
                recipient.

            


       

      	14.11  
               	
              Costs:
                Each of the parties will bear its own legal and other costs relating
                to
                the preparation and execution of this
                Agreement.

            


       

      	14.12 
                 	
              No
                Partnership or Agency:
                Nothing in this Agreement will create a partnership or agency between
                any
                of the parties unless expressly provided.

            


       

      	14.13
                  	
              Force
                Majeure:
                Neither party will be responsible to the other for delay or failure
                in
                performance of any of the obligations imposed by this Agreement,
                provided
                that, such failure will be occasioned by fire, flood, explosion,
                lightning, windstorm, earthquake, subsidence of soil, failure of
                machinery
                or equipment or supply of materials, discontinuity in the supply
                of power,
                court order or governmental interference, civil commotion, riot,
                act of
                terrorism, war, strikes, labor disturbances, transportation difficulties,
                labor shortage, natural genetic variations of any living matter or
                by any
                cause of like or unlike nature beyond the reasonable control and
                without
                the fault or negligence of such parties.

            


       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      	14.14  
               	
              Each
                party must immediately notify the other party of the existence of
                a force
                majeure event.

            


       

      	14.15  
               	
              The
                parties will promptly discuss how the force majeure event (if it
                is
                accepted by both as such) is to be handled in the context of this
                Agreement.

            


       

      	14.16  
               	
              Survivability:
                Notwithstanding any provision of this Agreement to the contrary,
                clauses
                intended by their nature to survive termination of this Agreement,
                will do
                so.

            


       

      	14.17  
               	
              Counterparts:
                This Agreement may be executed in counterparts (which may be facsimile
                copies) and all of which, when taken together constitute the one
                document.

            


       

      	14.18 
                	
              Governing
                Law:
                The formation, validity, construction and performance of this Agreement
                will be governed by and interpreted in accordance with the laws of
                Japan,
                excluding any rule or principle of the conflict of laws that might
                otherwise refer the interpretation or construction of this Agreement
                to
                the law of any other jurisdiction.

            


       

      	14.19 
                	
              Notice
                of claim:
                Each party to this Agreement will give to the other party immediate
                notice
                of any suit or action filed and prompt notice of any claim made against
                the party arising out of the performance of this
                Agreement.

            


       

      	14.20 
                	
              Language:
                This Agreement is executed and interpreted in the English language
                only.
                No translation of this Agreement into any other language will be
                of any
                force or effect in the interpretation of this Agreement or in a
                determination of the intent of any of the parties
                hereto.

            


       

      	14.21  
               	
              Further
                Agreement:
                The parties acknowledge and agree, this Agreement sets out all the
                fundamental matters as at the Commencement Date which have been agreed
                between the parties and is a binding document as and from the Commencement
                Date. However, the parties may wish to record certain additional
                matters
                of detail within [* * *] of Commencement Date. Any such
                additional matters will be duly recorded in writing, signed by the
                parties
                and incorporated as an addendum to this
                Agreement.

            


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      EXECUTED
        as an
        Agreement

       

      Signed
        by
PureDepth,
        Inc.:

       

      
        	 	 	 	 
	/s/
                Fred T. Angelopoulos 	 	 	 
	
                
Director's
                signature	 	 	
              


      

       

      
        
          	 	 	 	 
	Fred
                  T. Angelopoulos   	 	 	 
	
                  
Director's
                  full name	 	 	
                


        

      

       

      Date:
        12/15/05

      


      
        	
                 Signed
                  by
                  SANYO
                  Sales and Marketing Corporation: 

                 

              	 	 	 Signed
                by SANYO
                Electric Systems Solutions
                Co., Ltd.
	/s/
                Toshiaki
                Ilie 	 	 	 /s/
                Akifum
                Hinda  
	
                
Director's
                signature 	 	 	
                
Director's
                signature


      

       

        	 Toshiaki
                Ilie 	 	 	Akifum
                Hinda
	
                
Director's
                full name 	 	 	
                
Director's
                full name
	 	 	 	 
	 Date: 12/26/05	 	 	 Date:
                1/19/06



        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        1

       

      COMMERCIAL
        TERMS

       

      Note:
        Capitalised terms will have the meaning given to such terms as set out in
        this
        Schedule 1 or the Agreement. If there is any conflict in interpretation,
        then
        the terms of this Schedule 1 will prevail.

      


      
        	
                Term,
                  Market, Territory and Renewal:

                 

                "Term"
                  means the period starting from [* * *] ("Commencement
                  Date")
                  on and until the date [* * *] date Sanyo Product is
                  approved by the Japanese government for the distribution in the
                  Territory.
                  "Market"
                  means the sale and distribution of [* * *]

                 

                "Territory"
                  means [* * *] only.

                 

                Exclusivity
                  in the Market is granted by PureDepth to Sanyo for the [* *
                  *].

                 

                Key
                  "Milestones"
                  for reference during the Term include:

                 

                Ø  Commencement
                  Date to [* * *] –
                  [*
                  * *]

                Ø  [*
                  * *] – [*
                  * *];
                  and

                Ø  [*
                  * *] – [*
                  * *].

                 

                The
                  parties will agree in writing any required amendment to the above
                  timetable.

                 

                Any
                  right of renewal after the Term, including the possible extension
                  of both
                  exclusivity and Territory, will be subject to good faith negotiation
                  between the parties. Such negotiation will at least commence at
                  least
                  [* * *] before the expiry of the Term. 

                  

                
Default Rate:
	
                 

                [*
                  * *]% per month on any overdue amounts.

              
	
                
                  
Volume
                  Commitment, Guaranteed Royalty, Payment Date and Associated Terms
                  and
                  Purchase Orders (clauses 5.1 and 5.2):

                 

                Volume
                  Commitment:

                 

                Sanyo
                  will purchase at least [*
                  * *]
                  MLD Modules ("Volume
                  Commitment")
                  from PureDepth during the Term for integration into the Sanyo
                  Product.

                 

                [*
                  * *]

                

                  
                    
                      
                      

                    

                    
                      15

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                [*
                  * *]

                 

                Payment
                  Date and Associated Terms:

                 

                Sanyo
                  shall withhold from any royalty payable to PureDepth the amount
                  of any tax
                  imposed thereon in Japan. The Parties intend for the payments made
                  by
                  Sanyo to PureDepth to qualify for double-taxation relief to the
                  maximum
                  extent possible under the applicable Japan-United States tax treaty
                  and
                  each Party shall timely complete and file any and all documents,
                  filings,
                  registrations, etc. necessary to accomplish the foregoing. Sanyo
                  shall
                  send to PureDepth the official certificate of tax payment for such
                  tax.

                 

                All
                  payments made by Sanyo to PureDepth will be made in USD into a
                  bank
                  account nominated in writing by PureDepth to Sanyo.

                 

                Evaluation,
                  sample or promotional units shall not exceed [*
                  * *]%
                  of the Volume Commitment (clause 5.3).

                 

                Purchase
                  Orders:

                 

                If
                  Sanyo elects to utilize the current manufacturing operations managed
                  by
                  PureDepth, then orders for the Volume Commitment by Sanyo will
                  be made via
                  PureDepth. The terms of such purchase orders will be subject to
                  a separate
                  purchase order and acceptance to be completed as soon as is practicable
                  between the parties.

              
	
                
                  

                

                Period
                  for Sanyo to furnish PureDepth written reports containing full
                  particulars
                  of the sales of Units and Payment (clause 6.2):

                 

                In
                  case Sanyo purchases the Product from PureDepth or its subcontractor,
                  the
                  Royalty shall be added on the price of the Products. In case Sanyo
                  manufactures the Product by itself or its subcontractor, the Royalty
                  shall
                  be paid by as follows:

                 

                Sanyo
                  will provide reports to PureDepth [* * *] which will
                  contain the following minimum information:

                 

                Ø  Number
                  of Products and Units manufactured; and 

                Ø  Number
                  of MLD Modules per Unit (see clause 5.4a).

                 

                Such
                  reports will be certified true and correct by a Sanyo director/authorised
                  officer. Promptly after PureDepth receives the royalty report from
                  Sanyo,
                  PureDepth shall provide the invoice for the royalty to Sanyo and
                  Sanyo
                  will forthwith, [* * *] make the payment to
                  PureDepth.

              
	
                Cap
                  for all indemnity claims made by Sanyo against PureDepth in relation
                  to
                  third party claims brought against Sanyo (clause
                  7.3a):

                 

                [*
                  * *]%
                  of the total Royalty received by PureDepth during the
                  Term.

              


      

      



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

       

      NOTICES

       

      PureDepth,
        Inc.:

       

      
        
          	
                  Address:

                	
                  303
                    Twin Dolphin Drive

                
	 	
                  6th
                    Floor

                
	 	
                  Redwood
                    City

                
	 	
                  California,
                    94065

                
	 	
                  United
                    States of America

                
	 	 
	
                  Telephone
                    no:

                	
                  001
                    650 632 4440

                
	 	 
	
                  Facsimile
                    no:

                	
                  001
                    650 632 4439

                
	 	 
	
                  Contact
                    person:

                	
                  Fred
                    Angelopoulos

                
	 	 
	
                  E-mail
                    address:

                	
                  fred.angelopoulos@puredepth.com

                
	 	 
	
                  Sanyo:

                	 
	 	 
	
                  Address:

                	
                  5-15,
                    Hiyoshi-cho 2-chome, Moriguchi-shi,

                
	 	
                  Osaka
                    570-8634

                
	
                	
                  Japan

                
	 	 
	
                  Telephone
                    no:

                	
                  +81-6-6992-4644

                
	 	 
	
                  Facsimile
                    no:

                	
                  +81-6-6992-1445

                
	 	 
	
                  Contact
                    person:

                	
                  Okikuni
                    Aoyagi

                
	 	 
	
                  E-mail
                    address:

                	
                  aoya066488@sanyo.co.jp

                


        

      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      <MANUFACTURE
        BY PD>

       

      MLD
        Module [* * *]

      
        	 	
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                  * *]-[* * *]

              	
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                [*
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                [*
                  * *]
                  inch

              	
                $[*
                  * *]

              	
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                  * *]

              
	
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                  inch

              	
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                  inch

              	
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                  inch

              	
                $[*
                  * *]

              	
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                $[*
                  * *]

              


      

       

      MLD
        Module [* * *]

      
        	 	
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                  * *]-[* * *]

              	
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                  * *]-[* * *]

              	
                [*
                  * *]-[* * *]

              	
                [*
                  * *]-

              
	
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                  inch

              	
                $[*
                  * *]

              	
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                [*
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                  inch

              	
                $[*
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                [*
                  * *]
                  inch

              	
                $[*
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                  inch

              	
                $[*
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                $[*
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                $[*
                  * *]

              	
                $[*
                  * *]

              


      

       

      [*
        * *]

      
        	 	
                [*
                  * *]-[* * *]

              	
                [*
                  * *]-[* * *]

              	
                [*
                  * *]-[* * *]

              	
                [*
                  * *]-

              
	
                [*
                  * *]
                  inch

              	
                $[*
                  * *]

              	
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                  * *]

              	
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                  * *]

              	
                $[*
                  * *]

              
	
                [*
                  * *]
                  inch

              	
                $[*
                  * *]

              	
                $[*
                  * *]

              	
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                  * *]

              	
                $[*
                  * *]

              
	
                [*
                  * *]
                  inch

              	
                $[*
                  * *]

              	
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                  * *]

              	
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                  * *]

              	
                $[*
                  * *]

              
	
                [*
                  * *]
                  inch

              	
                $[*
                  * *]

              	
                $[*
                  * *]

              	
                $[*
                  * *]

              	
                $[*
                  * *]

              


      

       

      The
        discount of the Royalty shall be accumulative for the entire amount of the
        Products sold or manufactured.


      
        
          
          

        

        
          18