EXHIBIT
      10.4

     

    
      MASTER
        LICENSE AGREEMENT

    

     

    

      between
        

       

      PureDepth
        Limited 

       

      and

       

      PureDepth,
        Inc.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Table
      of Contents

     

    
      	
              1.

            	
              Definitions
                and Construction

            	
              1

            
	 	 	 
	
              2.
                

            	
              Grant
                of License

            	
              3

            
	 	 	 
	
              3.
                

            	
              Commencement
                of License

            	
              3

            
	 	 	 
	
              4.
                

            	
              Payment
                of License Fee and Revenue Fee

            	
              3

            
	 	 	 
	
              5.

            	
              Covenants
                and Acknowledgments of the Licensee

            	
              4

            
	 	 	 
	
              6.
                

            	
              Intellectual
                Property Improvements

            	
              4

            
	 	 	 
	
              7.
                

            	
              Termination
                of License

            	
              5

            
	 	 	 
	
              8.
                

            	
              Indemnity

            	
              5

            
	 	 	 
	
              9.
                

            	
              Limitation
                of Liability

            	
              5

            
	 	 	 
	
              10.
                

            	
              Assignment

            	
              5

            
	 	 	 
	
              11.
                

            	
              Confidentiality

            	
              6

            
	 	 	 
	
              12.
                

            	
              Further
                Assurances

            	
              6

            
	 	 	 
	
              13.
                

            	
              No
                Waiver

            	
              6

            
	 	 	 
	
              14.
                

            	
              Severability

            	
              6

            
	 	 	 
	
              15.
                

            	
              Entire
                agreement

            	
              6

            
	 	 	 
	
              16.
                

            	
              Jurisdiction
                and Governing Law

            	
              6

            
	 	 	 
	
              17.
                

            	
              Counterparts

            	
              6

            
	 	 	 
	
              18.
                

            	
              Notices

            	
              7

            
	 	 	 
	
              SCHEDULE
                1

            	
              9

            
	 	 
	
              License
                Fee

            	
              9

            
	 	 
	
              SCHEDULE
                2

            	
              10

            
	 	 
	
              Contact
                Details for Notices

            	
              10

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Master
      License Agreement 

    
      

    

    
      Date:  19 July    
                                                    
                            2005

       

      Parties 

    

    
      

    

    
      1. PureDepth
        Limited (“Licensor”)

       

      2. PureDepth,
        Inc. (“Licensee”)

       

      Background 

      
        

      

    

    
      The
        Licensor wishes to grant an exclusive license to the Licensee to use the
        Intellectual Property on the terms and conditions set out in this
        Agreement.

       

      Terms
        and Conditions 

      
        

      

    

     

    1.    
        Definitions
      and Construction

     

    
      1.1    
           Defined
        Terms.  

    

     

    In
      this
      Agreement, unless the context requires otherwise:

     

    
      	 	
              “Business”
                means the business of the Licensor, including the development, marketing,
                licensing, distribution and sale of certain multi-layered screen
                technology and all associated products and services including any
                software
                and hardware used or developed in connection with such
                technology.

            


    

     

    
      	 	
              “Business
                Day”
                means any day of the week other than Saturday, Sunday and any statutory
                holiday in either Auckland, New Zealand or Santa Clara,
                California.

            


    

     

    
      	 	
              “Confidential
                Information”
                means, in respect of any party to this Agreement (the “first party”), any
                and all proprietary information owned by or which is in the possession
                or
                under the control of the other party to this Agreement (the “other party”)
                and which is not in the public domain (or otherwise known to the
                other
                party without any breach of an obligation of confidence owed to the
                first
                party) including, but not limited to, ideas, records, price lists,
                technical and marketing data, know-how, trade secrets, strategies,
                designs
                or policies of or relating to the first party and which have been
                or may
                be disclosed to the other party.

            


    

     

    
      	 	
              “Effective
                Date”
                mean 20 July 2005.

            


    

     

    
      	 	
              “Intellectual
                Property”
                means any and all intellectual property rights and interests (including
                common law rights and interests) owned or held by the Licensor in
                New
                Zealand and internationally in connection with the Business,
                including:

            


    

     

    
      	a.  
                	
              all
                or any formulae, methods, plans, data, drawings, specifications,
                characteristics, equipment designs, inventions, discoveries, improvements,
                know-how, experience, trade secrets, Confidential Information or
                other
                information (of a confidential nature or otherwise) used in, or developed
                for and/or in connection with the Business by past and present employees
                or contractors of the Licensor;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	b.  
                	
              trade
                marks, designs, patents and service marks (in each case, whether
                registered or unregistered), applications for any of the foregoing
                and the
                rights to apply for them anywhere in the world, copyrights, trade
                names
                (including the name “PureDepth”),
                symbols and logos;

            


    

     

    
      	c.  
                	
              all
                rights and interests of the Licensor under any license
                agreements;

            


    

     

    
      	d.  
                	
              all
                rights and interests of the Licensor under any non-disclosure
                agreements;

            


    

     

    
      	e.  
                	
              all
                rights and interests of the Licensor under any memoranda of
                understanding;

            


    

     

    
      	f.   
                	
              all
                rights and interests of the Licenser in relation to any claims or
                legal
                proceedings in connection with the registration or protection of
                the
                Intellectual Property or any part of it which have arisen prior to
                the
                Effective Date; and

            


    

     

    
      	g.   
               	
              any
                and all other intellectual property developed by the Licenser, or
                its
                employees or contractors (acting in their capacity as such) in connection
                with the Business.

            


    

     

    “Intellectual
      Property Improvements”
      has the
      meaning given to that term in clause 6.1.

     

    “License”
      has the
      meaning given to that term in clause 2.1.

     

    
      	 	
              “License
                Fee”
                means the fee described in Schedule 1 payable annually by the Licensee
                to
                the Licenser in arrears in accordance with clause 4.1, as such fee
                may be
                modified from time to time by written agreement of the Licensee and
                the
                Licenser, in accordance with clause
                4.4.

            


    

     

    “License
      Fee Invoice”
      has the
      meaning given to that term in clause 4.2.

     

    
      	 	
              “Penalty”
                means, in relation to any cancellation or termination of, or withdrawal
                from, the License by the Licensee during the six month period commencing
                on the Effective Date, 1.5 times the pro rata portion of the first
                annual
                installment of the License Fee payable by the Licensee for the period
                between the date of such cancellation, termination or withdrawal
                and the
                first anniversary of the Effective
                Date.

            


    

     

    
      	 	
              “Purpose”
                means arranging the manufacture and distribution in the Territory
                of
                multi-layered screen technology incorporating the Intellectual Property
                and, subject to the approval of the Licensor, granting non-exclusive
                sub-licenses to entities in the Territory for the marketing and
                distribution by such entities of mufti-layered screen technology
                incorporating the Intellectual
                Property.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              “Revenue
                Fee”
                means a fee representing a percentage of the net profits of the Licensee
                arising directly from the use, development or other exploitation
                of the
                intellectual Property, to be negotiated by the Licenser and the Licensee
                subsequent to the date of this Agreement and to be payable by the
                Licenser
                to the Licensee in accordance with clause 4.1
                b.

            


    

     

    
      	 	
              “Term”
                means the period from the Effective Date until the date this agreement
                is
                terminated in accordance with clause
                7.

            


    

     

    “Territory”
      means
      the world.

     

    
      1.2       
        Construction

    

     

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

     

    
      	a.  
                	
              a
                reference to a clause is to a clause in this
                Agreement;

            


    

     

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

            


    

     

    
      	c.  
                	
              a
                reference to “including”
                or
                “includes”
                means “including
                without limitation”;

            


    

     

    
      	d.   
               	
              headings
                appear as a matter of convenience and do not affect the construction
                of
                this Agreement;

            


    

     

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

            


    

     

    
      	f.   
                	
              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;

            


    

     

    
      	g.   
               	
              the
                singular Includes the plural and vice versa, and words importing
                one
                gender include the other genders;

            


    

     

    
      	h.   
               	
              a
                reference to a party to this Agreement includes that party’s successors
                and permitted assigns;

            


    

     

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

            


    

     

    
      	j.    
               	
              for
                the avoidance of doubt, any defined term shall have the same meaning
                throughout this Agreement;

            


    

     

    
      	k.  
                	
              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;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	l.    
               	
              a
                reference to a time or date is to such time or date in Auckland,
                New
                Zealand.

            


    

     

    2.    
        Grant
      of License

     

    
      	2.1  	
               In
                consideration for payment by the Licensee to the Licensor of the
                License
                Pee in accordance with clause 4, and subject to clause 2.3, the Licensor
                hereby grants the Licensee an exclusive right to use the Intellectual
                Property (and, in accordance with clause 6.2, any Intellectual Property
                Improvements) for the Purpose in the Territory for the Term (the
                “License”).

            


    

     

    
      	
              2.2

            	
              Subject
                to termination of the license in accordance with clause 7, the License
                will be for a perpetual term.

            


    

     

    
      	
              2.3

            	
              The
                rights granted to the Licensee under the License are personal to
                the
                Licensee who shall not be permitted to transfer or assign any such
                rights
                without the express prior written consent of the Licensor, provided
                however, that the Licensee is expressly permitted to grant non-exclusive
                sub-licenses to any wholly-owned subsidiary of the Licensee to use
                certain
                aspects of the Intellectual
                Property.

            


    

     

    3.    
        Commencement
      of License

     

    
      	3.1  	
              The
                License will commence on the Effective
                Date.

            


    

     

    4.    
        Payment
      of License Fee and Revenue Fee

     

    
      
        	4.1	
                In
                  consideration for the grant of the License by the Licensor and
                  subject to
                  the rest of this clause 4, the Licensee will pay to the
                  Licensor:

              


      

    

     

    
      	a.  
                	
              the
                License Fee plus GST (if any) annually in arrears on each anniversary
                of
                the Effective Date or, if any such day is not a Business Day, on
                the next
                succeeding Business Day; and

            


    

     

    
      	b.   
               	
              in
                any year (the first such year commencing on the Effective Date) in
                which
                the Licensee makes a net profit arising directly from the use, development
                or other exploitation of the Intellectual Property, the Revenue Fee,
                which
                will represent a percentage of such net profit, such percentage,
                the
                payment dates for such Revenue Fee and the precise meaning of “net profit”
                to be negotiated on an annual basis in good faith between the Licensor
                and
                the Licensee subsequent to the date of this
                Agreement.

            


    

     

    
      	4.2  	
              The
                Licensor will deliver the Licensee an invoice (the “License Fee Invoice”)
                for each annual installment of the License Fee. The Licensor will
                deliver
                the initial License Fee Invoice for the initial installment of the
                License
                Fee on the first anniversary of the Effective Date and will deliver
                a
                License Fee Invoice for each subsequent installment of the License
                Fee on
                each subsequent anniversary of the Effective Date or, if any such
                day is
                not a Business Day, on the next succeeding Business
                Day.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.3  	
              The
                amount of the License Fee payable by the Licensee to the Licensor
                as set
                out in any License Fee Invoice shall be subject to pro-rata reduction
                if
                this Agreement and the License is terminated other than on any anniversary
                of the Effective Date (or on the next succeeding Business Day if
                any such
                day is not a Business Day).

            


    

     

    
      	4.4  	
              The
                Licensor and the Licensee may review the License Fee at any time
                during
                the Term and may, by written agreement, modify the amount, and/or
                due date
                for payment of, the License Fee.

            


    

     

    5.    
        Covenants
      and Acknowledgments of the Licensee

     

    
      	5.1  	
              The
                licensee:

            


    

     

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

            


    

     

    
      	b.  
                	
              undertakes
                not to, and will not, take any action which may prejudice or harm
                the
                Intellectual Property or the Intellectual Property Improvements or
                the
                interests of the Licensor in the Intellectual Property or the Intellectual
                Property Improvements.

            


    

     

    
      	5.2  	
              The
                Licensee will give notice in writing to the Licensor immediately
                upon
                learning of any infringement or threatened infringement of the
                Intellectual Property or the Intellectual Property
                Improvements.

            


    

     

    6.    
        Intellectual
      Properly Improvements

     

    
      	6.1  	
              The
                Licensee acknowledges and agrees that any further developments it
                may make
                to the Intellectual Property (the “Intellectual Property Improvements”)
                during the term of the License will belong solely and exclusively
                to the
                Licensor, notwithstanding that such Intellectual Property Improvements
                (if
                any) are likely to be funded by, and/or created on the instructions
                of,
                the Licensee.

            


    

     

    
      	6.2  	
              Any
                Intellectual Property Improvements made by the Licensee pursuant
                to the
                Licensee’s exercise of its rights under the License will be assigned by
                the Licensee to the Licensor and, if required by the Licensor, the
                Licensee will execute a formal assignment agreement (and any other
                documentation necessary to effect such assignment, including powers
                of
                attorney and deeds of assignment from inventors) and the Licensor
                will
                have the sole right to apply for any patents and/or to obtain any
                copyright protection in respect of any such Intellectual Property
                Improvements. Notwithstanding the foregoing, any such Intellectual
                Property Improvements shall, upon their creation, automatically form
                park
                of the Intellectual Property licensed to the Licensee pursuant to
                the
                License granted in clause 2.1.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	6.3  	
              For
                the avoidance of doubt, clause 6.2 constitutes a written assignment
                by the
                Licensee to the Licensor of the Licensee’s future copyright in any
                copyright works created during the term of the
                License.

            


    

     

    7.    
        Termination
      of License

     

    
      	7.1  	
              The
                License may be terminated by either party by written notice if the
                other
                party commits a material breach of the License and fails to remedy
                the
                breach within 20 Business Days of receipt of written notice from
                the other
                party requiring it to do so.

            


    

     

    
      	7.2  	
              If:

            


    

     

    
      	a.  
                	
              the
                Licensee has a person appointed in the nature of a receiver, custodian,
                trustee or similar official for, or a receiver, custodian, trustee
                or
                similar official takes possession of, all or substantially all of
                its
                assets, in proceedings brought by or against the Licensee and such
                appointment is not discharged or such possession is not terminated
                within
                sixty days or if the Licensee consents to or acquiesces in such
                appointment or possession; or

            


    

     

    
      	b.  
                	
              the
                Licensee files a petition for relief under the insolvency, bankruptcy
                or
                similar laws of the United States of America or the State of California,
                or an involuntary petition for such relief is filed against the Licensee
                under such laws and is not dismissed or terminated within sixty days
                after
                such involuntary petition is filed; or


            


    

     

    
      	c.   
               	
              the
                Licensee takes any action or causes or induces or supports any action
                to
                call into question the validity of the Intellectual
                Property,

            


    

     

    then
      the
      Licensor may by notice to the Licensee immediately terminate the
      License.

     

    
      	7.3  	
              The
                Licensor may terminate the License by 20 Business pays’ written notice to
                the Licensee for any reason
                whatsoever.

            


    

     

    
      	7.4  	
              If
                the Licensee cancels, terminates or otherwise withdraws from the
                License
                at any time during the six month period commencing on the Effective
                Date
                it will, except if otherwise agreed by the parties, pay the Penalty
                to the
                Licensor within 2 Business Days of such cancellation, termination
                or
                withdrawal.

            


    

     

    8.    
        Indemnity

     

    
      	8.1  	
              The
                Licensee will indemnify and hold harmless the Licensor in respect
                of all
                liabilities, costs (including costs as between solicitor and client),
                losses (including economic), claims or demands arising out of or
                flowing
                from any material breach or negligent act or omission by the Licensee
                of
                the License, including any act or omission by any of the Licensee’s
                employees, contractors or agents.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.    
        Limitation
      of Liability

     

    
      	9.1  	
              The
                Licensor will not be liable to the Licensee (or any third party)
                for any
                indirect, special, incidental, consequential or exemplary damages
                or
                losses suffered by the Licensee (or any third party) arising out
                of the
                terms of the License and whether attributable to contract, tort (including
                negligence), equity or otherwise.

            


    

     

    10.  
        Assignment

     

    
      
        	10.1	
                The
                  Licensee may not assign the License without the prior written consent
                  of
                  the Licensor, in accordance with clause
                  2.3.

              


      

    

     

    11.  
        Confidentiality

     

    
      
        	11.1	
                Neither
                  party may disclose the provisions of this Agreement or any Confidential
                  Information of the other party,
                  except;

              


      

    

     

    
      	a. 
                	
              after
                obtaining the written consent of the other party;
                or

            


    

     

    
      	b.
                	
              as
                required by applicable law or a stock exchange or any court or government
                agency after submitting the information intended to be released for
                prior
                approval of the other party prior to such release, such prior approval
                not
                to be unreasonably withheld; or

            


    

     

    
      	c.  
               	
              as
                required in connection with the enforcement of this
                Agreement,

            


    

     

    
      	 	
              provided
                in all cases that each party must use its reasonable endeavors to
                ensure
                that all permitted disclosures are kept confidential by the party
                to whom
                the disclosure is made.

            


    

     

    12.  
        Further
      Assurances

     

    
      	12.1  	
              The
                Licensee and the Licensor will do all things and execute all documents
                necessary to obtain the full benefit of this Agreement in accordance
                with
                its true intent including all things necessary to give effect to
                the grant
                of the License under this
                Agreement.

            


    

     

    13.  
        No
      Waiver

     

    
      	13.1  	
              No
                delay, failure or forbearance on the part of any party to exercise
                any
                power or right under this Agreement will operate as a waiver of such
                power
                or right. A waiver of any breach of any provision of this Agreement
                will
                not be effective unless that waiver is in writing and is signed by
                the
                party against whom that waiver is claimed. A waiver of any breach
                will not
                be, or be deemed to be, a waiver of any other or subsequent
                breach.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.  
        Severability

     

    
      	14.1  	
              If
                a provision of this Agreement, or a right or remedy of any party
                under
                this Agreement is invalid or unenforceable, the parties agree it
                shall be
                read down or severed to the extent of the invalidity or
                unenforceability.

            


    

     

    15. 
        Entire
      agreement

     

    
      	15.1  	
              This
                Agreement records all matters relating to the License and shall supersede
                all previous arrangements whether oral, written or both relating
                to the
                License.

            


    

     

    16.  
        Jurisdiction
      and Governing Law

     

    
      	16.1  	
              This
                Agreement is governed by the laws of New Zealand and is subject to
                the
                non-exclusive jurisdiction of the courts of New
                Zealand.

            


    

     

    17.  
        Counterparts

     

    
      	17.1  	
              This
                Agreement may be executed in counterparts, all of which together
                will
                constitute one and the same instrument. Either party may execute
                this
                Agreement by signing any such counterpart. Any such counterpart may
                be
                provided to the other party by facsimile transmission, with the intent
                that receipt by a party of a facsimile of any executed copy will
                be as
                binding and effective as receipt of the
                original.

            


    

     

    18.  
        Notices

     

    
      	18.1  	
              Any
                notice produced under this agreement shall be in writing addressed
                to the
                other party according to the details designated by such other party
                in
                writing. Until any other designation is given, the contact details
                of each
                party are as set out in Schedule 2.

            


    

     

    
      	18.2  	
              Delivery
                may be effected by hand, fastpost or airmail (with the postage prepaid),
                facsimile or email.

            


    

     

    
      	18.3  	
              Any
                notice given under this Agreement shall be deemed to have been
                received;

            


    

     

    
      	a. 
                	
              at
                the time of delivery, if delivered by
                hand;

            


    

     

    
      	b.  
               	
              on
                the fifth Business Day after the date of mailing, if sent by fastpost
                or
                airmail with the postage prepaid;

            


    

     

    
      	c.  
               	
              on
                the day on which the transmission is sent, if sent by facsimile,
                provided
                that in any dispute between any of the parties over the fact of
                transmission, production by the sender of a confirmation of clear
                transmission shall be conclusive evidence of transmission and shall
                bind
                the parties accordingly; and

            


    

     

    
      	d. 
                	
              in
                the case of an email, upon the earlier
                of,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	i. 
               	
              receipt
                by the sending party of confirmation of successful delivery;
                or

            


    

     

    
      	ii.  	
              2
                Business Days after despatch, provided that the sending party does
                not
                receive any indication of failure or delay of delivery within 2 Business
                Days after despatch.

            


    

     

    
      	18.4  	
              For
                the purposes of this clause 18, “despatch”
                occurs when the relevant email first leaves the sending party’s network
                for delivery to the receiving party’s
                network.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Signed
              by PureDepth Limited:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Director’s
              signature	 	 	
            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Director’s
              full name	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
 	 	 	 
	 	 	 	 
	Signed by PureDepth, Inc.:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              
By:
              Fred Angelopoules	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

    LICENSE
      FEE

     

    $100,000
      per annum.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    Contact
      Details for Notices

    


    1.     PureDepth
      Limited

     

      Address:     Unit
      H,
      Morrin Court 24 

    Morrin
      Road 

    Panmure

    P
      O Box
      22 113 

    Otahuhu
      

    Auckland

     

     Telephone:  
      (09)
      574
      5134

     

     Facsimile:   
      (09)
      574
      5136

     

     Attention:    Kristin
      Bowman

     

     Email:           kristin.bowman@puredepth.com

     

    2.     PureDepth,
      Inc.

     

     Address:      303
      Twin
      Dolphin Drive 

    Redwood
      City

    CA
      94065


    U.S.A.

     

     Telephone:  
      +1
      650
      575 3420

     

     Facsimile:   
      +1
      650
      632 4439 

     

     Attention:    Fred
      Angelopoulos 

    
                      
        Email:           fredtangel@yahoo.com