May
      30, 2006

     

    Mr.
      David
      Hancock 

    539
      Knotty Pine Drive

    Incline
      Village

    Nevada
      89451

    UNITED
      STATES OF AMERICA

     

    LETTER
      OF OFFER

     

    Dear
      David

     

    ENGAGEMENT
      AS CHAIRMAN OF THE BOARD OF DIRECTORS (“BOARD”) OF PUREDEPTH, INC. (DELAWARE)
      (FORMERLY DIAMOND ONE, INC., A COLORADO CORPORATION)
      (“PUREDEPTH”)

     

    This
      letter of offer formally offers you the position of Chairman
      of the Board of
      PureDepth (“Position”).

     

    Your
      appointment to the Position is effective
      retrospectively from 31 March 2006
      and will
      terminate on 31
      January 2007. 
      

     

    You
      will
      be responsible for performing the duties outlined in Schedule 1.

     

    By
      signing this letter of offer you acknowledge, agree and accept
      that:

     

    
      	 	
              ·

            	
              The
                terms on which you have been engaged to fulfill the duties associated
                with
                the Position are set out in the body of this letter and in Schedule
                2,
                unless and until a longer form consultancy agreement between you
                and
                PureDepth is prepared and executed;

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              ·

            	
              You
                will receive an annual fee of US$100,000 (the “Annual
                Fee”)
                payable in equal monthly
                installments;

            


    

     

    
      	 	
              ·

            	
              You
                will be reimbursed for agreed and reasonable out of pocket expenses
                for
                which you provide appropriate supporting
                documentation;

            


    

     

    
      	 	
              ·

            	
              You
                will receive a medical insurance allowance of US$450 per calendar
                month;

            


    

     

    
      	 	
              ·

            	
              You
                will responsible absolutely for the payment of any taxes on your
                annual
                and associated fees. 

            


    

     

    
      	 	
              ·

            	
              Your
                appointment to the Position may be terminated by the Board without
                cause
                on 2
                month’s
                notice in writing, or you may be dismissed for cause
                immediately.

            


    

     

    Please
      return your acceptance of the terms of this letter of offer to Kristin Bowman,
      PureDepth’s New Zealand offices by facsimile to +64 9 574 5136. 

     

    Regards,

     

     

    


     

    Kristin
      Bowman 

    Secretary
      to the Board

    PureDepth,
      Inc.

     

    


    Accepted:

    


    David
      Hancock

     

    ___________________________________________
      

    Date:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    POSITION
      DESCRIPTION

     

    The
      Position requires you to perform the following duties for
      PureDepth:

    


    
      	 	
              ·

            	
              Organize,
                notify, attend and chair all meetings
                of the Board (unless otherwise delegated when necessary) and ensure
                a
                balanced agenda of structural conformance and performance matters
                for
                Board consideration.

            


    

    


    
      	 	
              ·

            	
              Lead
                the appointment of the Chief Executive Officer of the Company and
                ensure
                at least an annual performance review by the Board is undertaken.
                

            


    

    


    
      	 	
              ·

            	
              Engage
                in the development, approval, and monitoring of the Company's strategy
                and
                the deliverables associated with the implementation of the strategy,
                holding Management duly
                accountable.

            


    

    


    
      	 	
              ·

            	
              Engage
                in the development, approval and monitoring of the Company's financial
                plan and reporting against the
                same.

            


    

    


    
      	 	
              ·

            	
              Require
                a structure which enables due compliance of the Company to all laws
                including SEC and Sarbane's Oxley
                compliance.

            


    

    


    
      	 	
              ·

            	
              Align
                director and employee remuneration and incentives with Company strategy
                and performance.

            


    

    


    
      	 	
              ·

            	
              Recognize
                and manage risk through identification, monitoring and
                control.

            


    

    


    
      	 	
              ·

            	
              Engage
                actively in the appointment of other Board Members to ensure a balance
                of
                skills, knowledge and experience with due encouragement of openness,
                challenge, independent thinking and decision
                making.

            


    

    


    
      	 	
              ·

            	
              Ensure
                all shareholders and classes of shareholders are treated fairly according
                to their different rights and recognize and respect the legitimate
                interests of stake holders.

            


    

    


    
      	 	
              ·

            	
              Ensure
                the quality and independence of the internal and external audit
                processes.

            


    

    


    
      	 	
              ·

            	
              Recognize
                the appropriate division between board and management - i.e. "noses
                in and
                fingers out".

            


    

    


    
      	 	
              ·

            	
              Monitor
                and control performance of the Company overall through accurate and
                timely
                internal and external reporting.

            


    

    


    
      	 	
              ·

            	
              Monitor
                and regularly evaluate Board and Management
                performance.

            


    

    


    
      	 	
              ·

            	
              Encourage
                efficiency in Board and Company operations and in the Company's operating
                environment.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              ·

            	
              Assist
                Management where required especially in the areas of compliance,
                reporting, investor relations, Company funding and merger and
                acquisitions.

            


    

    


    
      	 	
              ·

            	
              Ensure
                the completion and adoption of key Company Policies such as, Code
                of
                Ethics, Committee Charters, Confidentiality, Expenditure and related
                policies and Insider Trading and ensure an review of the same from
                time to
                time.

            


    

    


    
      	 	
              ·

            	
              Detail
                clear lines of communication between the Board and
                Management.

            


    

    


    (together,
      the “Duties”)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

    


    ADDITIONAL
      TERMS OF ENGAGEMENT

     

    1.          
       Good
      Faith Obligations

     

    
      	
              1.1

            	
              You
                covenant to carry out the Duties, conduct your activities and carry
                out
                all functions required to be performed by
                you:

            


    

     

    
      	 	
              a.

            	
              in
                good faith;

            


    

     

    
      	 	
              b.

            	
              in
                the best interests of PureDepth;

            


    

     

    
      	 	
              c.

            	
              in
                strict compliance with the terms of this letter of offer, including
                the
                Schedules thereto (the “Agreement”);

            


    

     

    
      	 	
              d.

            	
              to
                the highest standards applicable and to the best of your ability;
                and

            


    

     

    
      	 	
              e.

            	
              to
                maintain and enhance the business reputation of
                PureDepth.

            


    

     

    
      	
              1.2

            	
              You
                will, during the period of this
                Agreement:

            


    

     

    
      	 	
              a.

            	
              diligently
                and faithfully serve PureDepth and use your best endeavours to promote
                and
                protect the interests of PureDepth and any other subsidiary or related
                company (as that term is commonly
                understood);

            


    

     

    
      	 	
              b.

            	
              carry
                out the Duties in a manner consistent with achieving PureDepth’s
                objectives and milestones, as determined by the Board from time to
                time;
                and

            


    

     

    
      	 	
              c.

            	
              comply
                with all of PureDepth’s policies, rules and regulations in force from time
                to time.

            


    

     

    2.            Termination
      for Cause

     

    
      	
              2.1

            	
              PureDepth
                may terminate this Agreement immediately for cause where the Board
                considers that you have:

            


    

     

    
      	 	
              a.

            	
              Performed
                poorly in carrying out the Duties or any one of
                them;

            


    

     

    
      	 	
              b.

            	
              Breached
                any of the good faith obligations specified in clause 1
                above;

            


    

     

    
      	 	
              c.

            	
              Committed
                any misconduct of a serious nature; or


            


    

     

    
      	 	
              d.

            	
              Committed
                any other breach of trust and
                confidence.

            


    

     

    3.            Expenses

     

    
      	
              3.1

            	
              During
                the term of this Agreement, you will be reimbursed for all reasonable
                and
                approved expenses and disbursements which are incurred in connection
                with
                the performance of the Duties. Expenses and disbursements are to
                be
                properly accounted for by you and detailed tax invoices or receipts
                are to
                be provided with the amount of the expenses or disbursements.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.            Taxes

     

    
      	
              4.1

            	
              Reference
                to "tax” or “taxes"
                means and includes any taxes or duties payable anywhere in the
                world.

            


    

     

    
      	
              4.2

            	
              If,
                at any time, PureDepth considers, in its sole and absolute discretion,
                and
                whether as a matter of law or change of circumstances, it is obliged
                to
                deduct any taxes, then it is agreed that it will be entitled to do
                so and
                will notify you in writing as soon as practicably possible after
                making
                such deductions.

            


    

     

    5.            Inventions

     

    
      	
              5.1

            	
              Any
                and all inventions, discoveries, developments and innovations in
                relation
                to PureDepth business concepts conceived by you during the term of
                this
                agreement relative to the Duties will be the absolute and exclusive
                property of PureDepth. By entering into this Agreement, you assign
                all
                your right, title, and interest in the same to PureDepth. Any and
                all
                inventions, discoveries, developments and innovations conceived,
                made or
                undertaken by you prior to the term of this Agreement and utilised
                by you
                in rendering Duties to PureDepth are, by your entry into this Agreement,
                licensed to PureDepth for use in its operations for an infinite duration.
                This license is non-exclusive, and may be assigned without your prior
                written approval by PureDepth to a wholly-owned subsidiary of PureDepth.
                

            


    

     

    6.            Confidentiality

     

    
      	
              6.1

            	
              You
                acknowledge that, during the term of this Agreement, you will have
                access
                to, and become acquainted with, various trade secrets, inventions,
                innovations, processes, information, records and specifications owned
                or
                licensed by PureDepth and/or used by PureDepth in connection with
                the
                operation of its business including, without limitation, business
                product
                processes, methods, customer lists, accounts and procedures ("Confidential
                Information").
                You agree that you will not disclose any Confidential Information,
                directly or indirectly, or use any Confidential Information in any
                manner,
                either during the term of this Agreement or at any time after the
                termination of this Agreement (for whatever reason), except with
                the prior
                written consent of PureDepth or as required by the laws of any
                jurisdiction. All files, records, documents, blueprints, specifications,
                information, letters, notes, media lists, original artwork, creative
                work,
                programming code, notebooks, and similar items relating to the business
                of
                PureDepth, whether prepared by you or otherwise coming into your
                possession, will also comprise Confidential Information and will
                accordingly be the absolute and exclusive property of PureDepth.
                You will
                not retain any copies of any Confidential Information without PureDepth’s
                prior written permission. Upon the expiration or earlier termination
                of
                this Agreement, or whenever requested by PureDepth, you will immediately
                deliver to PureDepth all such Confidential Information in your possession
                or under your control. You further agree that you will not disclose
                the
                terms of this Agreement to any person without the prior written consent
                of
                PureDepth and that, prior to any such disclosure, you will procure
                the
                written agreement of the relevant person or entity that they will
                maintain
                the confidentiality of this Agreement on the same
                terms.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.            Conflicts
      Of Interest; Non-Competition

     

    
      	
              7.1

            	
              You
                represent and warrant, for the benefit of PureDepth, that you have
                the
                authority and capacity and are free to enter into this Agreement,
                and that
                this Agreement does not violate the terms of any agreement between
                you and
                any third party. Further, in rendering the Duties, you will not utilise
                any invention, discovery, development, improvement, innovation, or
                trade
                secret in which you do not have a proprietary interest.
                

            


    

     

    
      	
              7.2

            	
              You
                will not at any time during the term of this Agreement or for a period
                of
                6
                months
                after termination or expiration of this Agreement be directly or
                indirectly interested, engaged or concerned in, or assist financially
                or
                provide management duties to, any business the same as or similar
                to
                PureDepth (ie. operating in the multi-level display screen business),
                whether on your own account or as a consultant to or a partner, agent,
                trustee, employee, shareholder, member or director of any other person,
                or
                as beneficiary under a trust, or in any other way whatsoever.
                

            


    

     

    
      	
              7.3

            	
              For
                a period of 6
                months
                following termination of this Agreement, you will not, directly or
                indirectly hire, solicit, or encourage to leave PureDepth’s employment,
                any employee, consultant, or contractor of PureDepth or hire any
                such
                former employee, consultant, or contractor of
                PureDepth.

            


    

     

    8.            Right
      To Injunction

     

    
      	
              8.1

            	
              You
                acknowledge that the Duties to be rendered by you and the rights
                and
                privileges granted to PureDepth under this Agreement are of a special,
                unique, unusual, and extraordinary character, the loss of which cannot
                be
                reasonably or adequately compensated by damages in any action at
                law. You
                further acknowledge that breach by you of any of the provisions of
                this
                Agreement will cause PureDepth irreparable injury and damage. You
                expressly agree that PureDepth will be entitled to injunctive and
                other
                equitable relief in the event of, or to prevent, a breach of any
                provision
                of this Agreement by you. Resort to such equitable relief, however,
                will
                not be construed to be a waiver of any other rights or remedies that
                PureDepth may have for damages or otherwise. The various rights and
                remedies of PureDepth under this Agreement or otherwise will be construed
                to be cumulative, and no one of them will be exclusive of any other
                or of
                any right or remedy allowed by law.