EXHIBIT
        4.2

      
THIS
        WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY,
        THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS
        (“BLUE SKY LAWS”). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
        DISPOSITION OF THE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT
        (A)
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
        AND ANY
        APPLICABLE BLUE SKY LAWS OR (B) IF THE CORPORATION HAS BEEN FURNISHED BOTH
        WITH
        AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE
        SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT NO REGISTRATION IS REQUIRED
        BECAUSE OF THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE
        SECURITIES ACT AND APPLICABLE BLUE SKY LAWS, AND WITH ASSURANCES THAT THE
        TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION WILL
        BE
        MADE ONLY IN COMPLIANCE WITH THE CONDITIONS OF ANY SUCH REGISTRATION OR
        EXEMPTION.

       

      


       

      WARRANT
        TO PURCHASE SHARES OF COMMON STOCK

      OF

      PUREDEPTH,
        INC.

       

      
        	
                Warrant
                  No.: __________________

              	
                Date:
                  _______, 2006

              


      

       

      
        
          
            THIS
              CERTIFIES THAT,
              for
              value received, _________________ or its successors or assigns (collectively,
              the “Holder”) is entitled to purchase from PureDepth, Inc.
              (the “Corporation”), __________________________ (___) fully paid and
              nonassessable shares (the “Shares”) of the Corporation’s common stock (the
“Common Stock”), at an exercise price of Two Dollars and No Cents ($2.00) per
              Share (the “Exercise Price”), subject to adjustment as herein provided. This
              Warrant may be exercised by Holder at any time from and after the date
              hereof
              until the Expiration Date. For purposes of this Warrant, the “Expiration Date”
shall be the earlier of (i) the date that is six months after the date
              upon
              which a registration statement registering the resale of the common
              stock
              issuable upon exercise of this Warrant is declared effective by the
              Securities
              and Exchange Commission or (ii) one year from the date hereof. All
              of Holder’s
              rights hereunder shall expire immediately following the Expiration
              Date.

          

        

      

       

      This
        Warrant is subject to the following provisions, terms and
        conditions:

       

      1. Exercise
        of Warrant.
        The
        rights represented by this Warrant may be exercised by the Holder, in whole
        or
        in part (but not as to any fractional shares of Common Stock), by the surrender
        of this Warrant (properly endorsed, if required, at the Corporation’s principal
        office, or such other office or agency of the Corporation as the Corporation
        may
        designate by notice in writing to the Holder at the address of such Holder
        appearing on the Corporation’s books at any time within the period above
        indicated), and upon payment to it by certified check, bank draft or cash
        of the
        purchase price for such Shares. The Corporation agrees that the Shares so
        purchased shall be deemed to be issued to the Holder as the record owner
        of such
        Shares as of the close of business on the date on which this Warrant shall
        have
        been surrendered and payment for such Shares shall have been made as aforesaid.
        Certificates for the Shares so purchased shall be delivered to the Holder
        within
        a reasonable time, not exceeding 30 days, after the rights represented by
        this
        Warrant shall have been so exercised and, unless this Warrant has expired,
        a new
        Warrant representing the number of Shares, if any, with respect to which
        this
        Warrant shall not then have been exercised shall also be delivered to the
        Holder
        within such time. The Corporation may require that any such new Warrant or
        any
        certificate for Shares purchased upon the exercise hereof bear a legend
        substantially similar to that which is contained on the face of this
        Warrant.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      2. Transferability.
        This Warrant is issued upon the following terms, to which Holder consents
        and
        agrees:

       

      (a) Until
        this Warrant is transferred on the books of the Corporation, the Corporation
        will treat the Holder of this Warrant, registered as such on the books of
        the
        Corporation, as the absolute owner hereof for all purposes without effect
        given
        to any notice to the contrary.

       

      (b) This
        Warrant may not be exercised, and this Warrant and the Shares underlying
        this
        Warrant shall not be transferable, except in compliance with all applicable
        state and federal securities laws, regulations and orders, and with all other
        applicable laws, regulations and orders.

       

      (c) The
        Warrant may not be transferred, and the Shares issuable upon exercise of
        this
        Warrant, may not be transferred without the Holder obtaining an opinion of
        counsel, which opinion and counsel are satisfactory to the Corporation, stating
        that the proposed transaction will not result in a prohibited transaction
        under
        the Securities Act and applicable Blue Sky Laws. By accepting this Warrant,
        the
        Holder agrees to act in accordance with any conditions imposed on such transfer
        by any such opinion of counsel.

       

      (d) Neither
        the issuance of this Warrant nor the issuance of the Shares issuable upon
        exercise of this Warrant have been registered under the Securities
        Act.

       

      3. Certain
        Covenants of the Corporation. The Corporation covenants and agrees that all
        Shares which may be issued upon the exercise of the rights represented by
        this
        Warrant, upon issuance and full payment for the Shares so purchased, will
        be
        duly authorized and issued, fully paid and nonassessable and free from all
        taxes, liens and charges with respect to the issue hereof, except those that
        may
        be created by or imposed upon the Holder or its property. The Corporation
        further covenants and agrees that during the period within which the rights
        represented by this Warrant may be exercised, the Corporation will at all
        times
        have authorized and available, free of preemptive or other rights, for the
        purpose of issue upon exercise of the purchase rights evidenced by this Warrant,
        a sufficient number of shares of its Common Stock to provide for the full
        exercise of the rights represented by this Warrant.

       

      4. Adjustment
        of Exercise Price and Number of Shares.
        The
        Exercise Price and number of Shares are subject to the following
        adjustments:

       

      (a) Stock
        Dividend, Stock Split or Stock Combination.
        If (i)
        any dividends on any class of the Corporation’s capital stock payable in Common
        Stock or securities convertible into or exercisable for Common Stock
        (collectively, “Common Stock Equivalents”) shall be paid by the Corporation,
        (ii) the Corporation shall divide its then-outstanding shares of Common Stock
        into a greater number of shares, or (iii) the Corporation shall combine its
        outstanding shares of Common Stock, by reclassification or otherwise, then,
        in
        any such event, the Exercise Price in effect immediately prior to such event
        shall (until adjusted again pursuant hereto) be adjusted immediately after
        such
        event to a price (calculated to the nearest full cent) equal to the quotient
        of
        (x) the number of shares of Common Stock outstanding immediately prior to
        such
        event, multiplied by the Exercise Price in effect immediately prior to such
        event, divided by (y) the total number of shares of Common Stock outstanding
        immediately after such event. No adjustment of the Exercise Price shall be
        made
        if the amount of such adjustment shall be less than $.05 per Share; but any
        such
        adjustment not required then to be made shall be carried forward and shall
        be
        made at the time and together with the any subsequent adjustment(s) which,
        together with any adjustment(s) so carried forward, shall amount to not less
        than $.05 per Share.

       

      
        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

      

       

      (b) Number
        of Shares Issuable on Exercise of Warrants.
        Upon
        each adjustment of the Exercise Price pursuant to this Section, the Holder
        shall
        thereafter (until another such adjustment) be entitled to purchase, at the
        adjusted Exercise Price, the number of Shares, calculated to the nearest
        full
        Share, equal to the quotient of (i) the product of (A) the number of Shares
        issuable under this Warrant (as then adjusted pursuant hereto prior to the
        current adjustment), multiplied by (B) the Exercise Price in effect prior
        to
        such adjustment, divided by (ii) the adjusted Exercise Price.

       

      (c) Notice
        of Adjustment.
        Upon
        any adjustment of the Exercise Price and any increase or decrease in the
        number
        of Shares of Common Stock issuable upon the exercise of the Warrant, then,
        and
        in each such case, the Corporation shall within 30 days thereafter give written
        notice thereof, by first-class mail, postage prepaid, addressed to each Holder
        as shown on the books of the Corporation. Any such notice shall state the
        adjusted Exercise Price and adjusted number of Shares issuable upon the exercise
        of the Warrant, and shall set forth in reasonable detail the methods of
        calculation of such adjustments and the facts upon which such calculations
        were
        based.

       

      (d) Effect
        of Reorganization, Reclassification or Merger.
        If at
        any time while this Warrant is outstanding there should be (i) any
        reorganization of the Corporation’s capital stock (other than splits or
        combinations of Common Stock contemplated by and provided for in Section
        00),
        (ii)
        any consolidation or merger of the Corporation with another corporation,
        limited
        liability Corporation, partnership or other business entity, or any sale,
        conveyance, lease or other transfer by the Corporation of all or substantially
        all of its property to any other corporation, limited liability Corporation,
        partnership or other business entity, which is effected in such a manner
        that
        the holders of Common Stock shall be entitled to receive cash, stock, securities
        or assets with respect to or in exchange for Common Stock, or (iii) any dividend
        or any other distribution upon any class of the Corporation’s capital stock
        payable in capital stock of a different class, other securities of the
        Corporation, or other Corporation property (other than cash), then, as a
        part of
        such transaction, lawful provision shall be made so that Holder shall have
        the
        right thereafter to receive, upon the exercise hereof, the number of shares
        of
        stock or other securities or property of the Corporation or of the successor
        entity resulting from a consolidation or merger, or of the entity to which
        the
        property of the Corporation has been sold, conveyed, leased or otherwise
        transferred, as the case may be, which the Holder would have been entitled
        to
        receive upon such capital reorganization, reclassification of capital stock,
        consolidation, merger, sale, conveyance, lease or other transfer, if this
        Warrant had been exercised immediately prior to such capital reorganization,
        reclassification of capital stock, consolidation, merger, sale, conveyance,
        lease or other transfer. In any such case, appropriate adjustments (as
        determined by the Corporation’s board of directors) shall be made in the
        application of the provisions of this Warrant to the end that the provisions
        set
        forth herein shall thereafter be applicable, as near as reasonably may be,
        in
        relation to any shares or other property thereafter deliverable upon the
        exercise of the Warrant as if the Warrant had been exercised immediately
        prior
        to such capital reorganization, reclassification of capital stock, such
        consolidation, merger, sale, conveyance, lease or other transfer and the
        Holder
        had carried out the terms of the exchange as provided for by such capital
        reorganization, consolidation or merger.

       

      5. No
        Rights as Shareholder.
        This
        Warrant shall not entitle the Holder hereof to any voting rights or other
        rights
        as a shareholder of the Corporation.

       

      
        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

      

       

      6. Registration.
        The
        Corporation will use its reasonable best efforts to file a registration
        statement covering the resale of the shares of the Corporation’s Common Stock
        issuable upon exercise of this Warrant within 60 days following such date
        that
        the Company is subject to the reporting requirements of the Securities Exchange
        Act of 1934, as amended, and will use its reasonable best efforts to cause
        the
        registration statement to become effective within 90 days following such
        filing
        date. 

       

      The
        Holder hereby agrees that for a period of 180 days after the consummation
        of the
        Corporation’s initial public offering (the “IPO Date”), if any, the Holder will
        not, directly or indirectly, offer to sell, hypothecate, contract to sell,
        grant
        any option to purchase, pledge or otherwise dispose of, any shares of Common
        Stock issued upon exercise of this Warrant beneficially owned by the undersigned
        on the IPO Date. The undersigned also agrees and consents to the entry of
        stop
        transfer instructions with the Corporation’s transfer agent and registrar
        against the transfer of such shares except in compliance with the foregoing
        restrictions. This agreement is irrevocable and will be binding on the
        undersigned and the undersigned’s successors, heirs, personal representative and
        assigns.

       

      7. Loss
        or Mutilation.
        Upon
        receipt by the Corporation from Holder of evidence reasonably satisfactory
        to it
        of the ownership of and the loss, theft, destruction or mutilation of this
        Warrant and indemnity reasonably satisfactory to the Corporation, and in
        case of
        mutilation upon surrender and cancellation hereof, the Corporation will execute
        and deliver in lieu hereof a new Warrant of like tenor to Holder; provided,
        however,
        in the
        case of mutilation no indemnity shall be required if this Warrant in
        identifiable form is surrendered to the Corporation for
        cancellation.

       

      8. Governing
        Law.
        This
        Warrant shall be governed by and construed in accordance with the laws of
        the
        State of California without regard to its conflicts-of-law
        provisions.

       

      9. Amendments
        and Waivers.
        The
        provisions of this Warrant may not be amended, modified or supplemented,
        and
        waiver or consents to departures from the provisions hereof may not be given,
        unless the Corporation agrees in writing and has obtained the written consent
        of
        the Holder.

       

      10. Successors
        and Assigns.
        All the
        terms and conditions of this Warrant shall be binding upon and inure to the
        benefit of the permitted successors and assigns of the Corporation and
        Holder.

       

      11. Headings
        and References. The headings of this Warrant are for convenience only and
        shall not affect the interpretation of this Warrant. Unless the context
        indicates otherwise, all references herein to Sections are references to
        Sections of this Warrant.

       

      12. Notices
        .
        All
        notices or communications hereunder, except as herein otherwise specifically
        provided, shall be in writing. Notices sent to the Holder shall be mailed,
        hand
        delivered or faxed and confirmed to the Holder at his, her or its address
        set
        forth in the Corporation’s records. Notices sent to the Corporation shall be
        mailed, hand delivered or faxed and confirmed to PureDepth, Inc., c/o Fred
        Angelopolous, 303 Twin Dolphin Drive, 6th
        Floor,
        Redwood City, California 94065, or to such other address as the Corporation
        or
        the Holder shall notify the other as provided in this Section.

       

      13. Counterparts.
        This
        warrant may be executed by the Corporation and attested to in
        counterparts.

       

       

      Signature
        Page Follows

       

      
        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

      

       

      
        EXHIBIT
          4.2

         

      

      
        IN
          WITNESS
          WHEREOF,
          the
          Corporation has caused this Warrant to be signed by its duly authorized
          officer
          on the date first set forth above.

      

       

      
        	 	 	 
	 	PUREDEPTH,
                INC.:
	 
 	 
 	 
 
	 	By: 	 
	 	
                

                
                  FRED ANGELOPOULOS,
                    ITS PRESIDENT

                

              
	 	 


      

       

      Signature
        Page

      PureDepth,
        Inc. Warrant No____________

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      SUBSCRIPTION
        FORM

       

      (To
        be signed only upon exercise of Warrant)

       

      
        THE
          UNDERSIGNED,
          the
          holder of the Warrant referenced below, hereby irrevocably elects to exercise
          the purchase right represented by such Warrant for, and to purchase thereunder,
          _______________________________ shares of common stock of PureDepth, Inc.
          (the “Shares”) to which such Warrant relates, herewith makes payment of
          $_____________________ therefor in cash, certified check, or bank draft,
          and
          hereby requests that a certificate evidencing the Shares be delivered to
          _______________________________________, the address of whom is set forth
          below
          the signature of the undersigned:

      

       

      
        	
                Dated:
                  ________________________

              	 	
                _______________________________________

              
	 	 	
                (Signature)

              
	 	 	
                _______________________________________

              
	 	 	
                (Printed
                  Name)

              
	 	 	
                _______________________________________

              
	 	 	
                (Address)

              
	 	 	
                _______________________________________

              
	 	 	
                (Address)

              


      

      


       

      Warrant
        No. _______________, dated _________, 2006 (the “Warrant”)

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      ASSIGNMENT
        FORM

       

      (To
        be signed only upon authorized transfer of Warrant)

       

      
        FOR VALUE
          RECEIVED,
          the
          undersigned hereby sells, assigns, transfers and conveys unto
          _________________________________ the right to purchase shares of common
          stock
          of PureDepth, Inc. (the “Corporation”) to which the Warrant referenced below
          relates, and hereby appoints _________________________________ as his,
          her or
          its attorney to transfer said right on the books of the Corporation with
          full
          power of substitution in the premises.

      

       

      
        	
                Dated:
                  ________________________

              	 	
                _______________________________________

              
	 	 	
                (Signature)

              
	 	 	
                _______________________________________

              
	 	 	
                (Printed
                  Name)

              
	 	 	
                _______________________________________

              
	 	 	
                (Address)

              
	 	 	
                _______________________________________

              
	 	 	
                (Address)

              


      

      


       

      Warrant
        No. ___________, dated _________, 2006 (the “Warrant”)