EXHIBIT
      10.1

     

    

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT


     

    
      	 	between
	 	 
	 	PureDepth Incorporated Limited
	 	 
	 	and
	 	 
	 	Fred
              Angelopoulos


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	
                Executive
                  Employment Agreement 

              	
                Table
                  of Contents

              


      

    

     

    Table
      of Contents

     

    
      	
              1.

            	
              Position,
                Duties, Remuneration, Commencement and Service

            	
              1

            
	 	 	 
	
              2.

            	
              Hours
                of Work

            	
              2

            
	 	 	 
	
              3.

            	
              Expenses

            	
              2

            
	 	 	 
	
              4.

            	
              Consent
                To Deductions

            	
              2

            
	 	 	 
	
              5.

            	
              Taxes

            	
              2

            
	 	 	 
	
              6.

            	
              Annual
                Leave

            	
              3

            
	 	 	 
	
              7.

            	
              Public
                Holidays

            	
              3

            
	 	 	 
	
              8.

            	
              Sick
                Leave

            	
              3

            
	 	 	 
	
              9.

            	
              Bereavement
                Leave

            	
              4

            
	 	 	 
	
              10,

            	
              Parental
                Leave

            	
              4

            
	 	 	 
	
              11.

            	
              Inventions

            	
              4

            
	 	 	 
	
              12.

            	
              Confidentiality

            	
              4

            
	 	 	 
	
              13.

            	
              Conflicts
                Of Interest; Non-Competition

            	
              5

            
	 	 	 
	
              14.

            	
              Right
                To Injunction

            	
              5

            
	 	 	 
	
              15.

            	
              Legislation

            	
              5

            
	 	 	 
	
              16.

            	
              Merger

            	
              5

            
	 	 	 
	
              17.

            	
              Termination

            	
              6

            
	 	 	 
	
              18.

            	
              Loyalty
                Bonus

            	
              8

            
	 	 	 
	
              19.

            	
              Medical
                insurance

            	
              9

            
	 	 	 
	
              20.

            	
              Governing
                Law

            	
              9

            
	 	 	 
	
              21.

            	
              Employment
                Relations Problems

            	
              9

            
	 	 	 
	
              22.

            	
              Waiver

            	
              10

            
	 	 	 
	
              23.

            	
              Notices

            	
              10

            
	 	 	 
	
              24.

            	
              Modification
                Or Amendment

            	
              11

            
	 	 	 
	
              25.

            	
              Entire
                Understanding

            	
              11

            
	 	 	 
	
              26.

            	
              Unenforceability
                Of Provisions

            	
              11

            
	 	 	 
	
              27.

            	
              Partial
                Invalidity

            	
              11

            
	 	 	 
	
              28.

            	
              Counterparts

            	
              11

            
	 	 	 
	 	 	 
	
              29.

            	
              Independent
                Advice

            	
              11

            
	 	 	 
	
              Schedule

            	
              13

            
	 	 
	
              Details
                of Remuneration, Terms and Additional Terms

            	
              13

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Executive
      Employment Agreement

    

      
        	
                Date:

              	
                March
                  31, 2005

              


      

      


      Parties

      


      
        	1.	
                PureDepth
                  Incorporated Limited (“PureDepth”)

              


      

      


      
        	2.	
                Fred
                  Angelopoulos (“the executive”)

              


      

      


      Background

      


      
        	
                A.

              	
                PureDepth
                  is a company providing specialist expertise in the area of multi
                  layer
                  visual display technology (“Business”).

              


      

       

      
        	B.	
                The
                  executive is experienced in executive operational
                  management.

              


      

       

      
        	
                C.

              	
                PureDepth
                  has appointed the executive to the position of Chief Operating
                  Officer.

              


      

       

      
        	D.	
                The
                  parties wish to record the terms and conditions under which the
                  executive
                  has and will continue to provide his/her duties to
                  PureDepth.

              


      

      


      Agreement

    

     

    
      	1.	
              Position,
                Duties, Remuneration, Commencement and
                Service

            


    

     

    Position
      and Duties

     

    
      	1.1	
              The
                executive’s position will entail the duties and responsibilities set out
                in the Position
                Description
                attached as an appendix to this agreement, and which collectively
                are
                incorporated by reference (“Duties”).
                The title of the position and Duties may be amended by PureDepth
                following
                consultation with the executive.

            


    

     

    
      	1.2	
              In
                addition to the Duties, PureDepth may require the executive to carry
                out
                additional duties and responsibilities similar to and consistent
                with the
                Duties as is reasonable in the circumstances under the direction
                of the
                Executive Chairman for the time being of
                PureDepth.

            


    

     

    
      	1.3	
              The
                executive covenants to carry out the Duties and to conduct his activities
                and carry out all his/her functions as required to be performed by
                the
                executive:

            


    

     

    
      	
            	a.	
              in
                utmost good faith;

            


    

     

    
      	
            	b.	
              in
                the best interests of PureDepth;

            


    

     

    
      	
            	c.	
              in
                strict compliance with the terms of this
                agreement;

            


    

     

    
      	
            	d.	
              to
                the highest standards applicable and to the best of his/her ability;
                and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	
            	e.	
              to
                maintain and enhance the good business reputation of PureDepth, also
                to
                the best of his/her ability.

            


    

     

    
      	1.4	
              The
                executive will, during the period of this
                agreement:

            


    

     

    
      	
            	a.	
              diligently
                and faithfully serve PureDepth and use his/her best endeavors to
                promote
                and protect the interests of PureDepth and any other 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 of directors
                of
                PureDepth from time to time; and

            


    

     

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

            


    

     

    Remuneration

     

    
      	1.5	
              The
                executive’s salary, any other benefits and additional terms are recorded
                in the Details
                of Remuneration, Terms and Additional Terms
                schedule attached to this agreement. “the
                schedule”).

            


    

     

    Commencement

     

    
      	1.6	
              This
                agreement will be deemed to have commenced on 1 April 2005 and will
                continue in full force and effect until terminated earlier by operation
                of
                law or otherwise in accordance with the terms of this
                agreement.

            


    

     

    Service

     

    
      	1.7	
              PureDepth
                recognizes your existing service with Deep Video imaging Limited
                as if it
                was service with PureDepth for all service related entitlements,
                if
                any.

            


    

     

    
      	2.	
              Hours
                of work

            


    

     

    
      	2.1	
              The
                normal hours of work are 8:30 to 5:30 Monday to
                Friday.

            


    

     

    
      	2.2	
              The
                executive’s remuneration recognizes that the executive will work
                additional hours from time to time in accordance with the needs of
                the
                executive’s position and the
                Business.

            


    

     

    
      	3.	
              Expenses

            


    

     

    
      	3.1	
              During
                the term of this agreement, the executive 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 the executive and detailed GST
                or
                other sales tax invoices or receipts are to be provided with the
                amount of
                the expenses or disbursements included within the GST or other sales
                tax
                invoice provided by the executive for his/her commissions and
                bonuses.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	4.	
              Consent
                To Deductions

            


    

     

    
      	4.1	
              The
                executive consents, pursuant to section 5 of the Wages Protection
                Act
                1983, to the deduction from any remuneration or other moneys owing
                to the
                executive on termination of employment, any sum which may be owed
                by the
                executive to PureDepth.

            


    

     

    
      	5.	
              Taxes

            


    

     

    
      	5.1	
              “Taxes”
                means and includes any New Zealand taxes or duties such as withholding
                taxes and levies, PAYE for its employees, ACC levies, GST registration,
                and GST returns and the provision of any other
                taxes.

            


    

     

    
      	5.2	
              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 the executive in writing as soon as practicably possible
                after
                making such deductions,

            


    

     

    
      	6.	
              Annual
                Leave

            


    

     

    
      	6.1	
              The
                executive is entitled to 5
                weeks annual leave per annum paid at average earnings. Annual leave
                accrues proportionately throughout each
                year.

            


    

     

    
      	6.2	
              Subject
                to the consent of PureDepth, the executive may take the his/her annual
                leave at such times as. the executive wishes as long as this complies
                with
                statutory requirements and does not unduly disrupt the
                Business.

            


    

     

    
      	6.3	
              The
                entitlements within this agreement, including other leave and holiday
                provisions, are inclusive of and not additional to the entitlements
                within
                the Holidays Act 2003.

            


    

     

    
      	7.	
              Public
                Holidays

            


    

     

    
      	7.1	
              Subject
                to any requirement to work, the statutory holidays applying in the
                executive’s home state in the USA or New Zealand {as applicable} will be
                holidays on pay at the executive’s ordinary rate, where they fall on days
                that would otherwise be working days far the
                executive.

            


    

     

    
      	7.2	
              The
                executive may be required to work on public holidays in particular
                circumstances, such as promotions. Any requirement to work will be
                notified *to, the executive by
                PureDepth,

            


    

     

    
      	7.3	
              Where
                the executive is required to work on a statutory holiday, then, in
                addition to receiving time and a half for the hours worked on that
                day,
                the executive will receive alternative holiday paid at the executive’s
                salary rates which will be taken at a date convenient to
                PureDepth.

            


    

     

    
      
        
        

      

      
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                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	8.	
              Sick
                Leave

            


    

     

    
      	8.1	
              After
                working for PureDepth for 6 months, the executive will be entitled
                to sick
                leave of 10
                days in each subsequent 12
                month period of employment. Up to 15
                days of unused sick leave may be transferred from year to year up
                to a
                maximum entitlement of 20
                days. 

            


    

     

    
      	8.2	
              Sick
                leave under this clause may be taken only
                when:

            


    

     

    
      	
            	a.	
              the
                executive is sick;

            


    

     

    
      	
            	b.	
              the
                executive’s spouse or partner is sick (domestic leave);
                or

            


    

     

    
      	
            	c.	
              the
                executive’s dependant child or parent is
                sick.

            


    

     

    
      	8.3	
              The
                executive should give PureDepth as much notice of the executive’s
                intention to take sick leave as
                possible.

            


    

     

    
      	8.4	
              Where
                leave is taken because of sickness, the executive may be asked to
                produce
                a medical certificate after 3
                days.

            


    

     

    
      	8.5	
              Where
                the executive has long term or frequent leave because of sickness,
                PureDepth may require the executive to undergo a medical examination
                or
                assessment, at PureDepth’s expense, by a registered medical practitioner
                or specialist nominated by PureDepth and to furnish a report of such
                visit
                to PureDepth.

            


    

     

    
      	8.6	
              PureDepth
                may provide additional sick leave consistent with PureDepth’s policies and
                practices or otherwise at the discretion of the board of directors
                of
                PureDepth.

            


    

     

    
      	9.	
              Bereavement
                Leave

            


    

     

    
      	9.1	
              The
                executive may take up to 3
                days bereavement leave on the death of a family member, including
                grandparents and grandchildren.

            


    

     

    
      	9.2	
              If
                multiple deaths occur at the same time the executive may take 3
                days for each person.

            


    

     

    
      	9.3	
              The
                executive may take 1
                day for any other person PureDepth agrees the executive may take
                bereavement leave in relation to.

            


    

     

    
      	10.	
              Parental
                leave

            


    

     

    
      	10.1	
              The
                executive will be entitled to parental leave in accordance with the
                Parental Leave and Employment Protection Act
                1987.

            


    

     

    
      	11.	
              Inventions

            


    

     

    
      	11.1	
              Any
                and all inventions, discoveries, developments and innovations in
                relation
                to PureDepth business concepts conceived by the executive during
                the term
                of this agreement relative to the Duties will be the absolute and
                exclusive property of PureDepth. The executive by entering into this
                agreement assigns all his/her right, title, and interest in the same
                to
                PureDepth. Any and all inventions, discoveries, developments and
                innovations conceived, made or undertaken by the executive prior
                to the
                term of this agreement and utilized by the executive in rendering
                Duties
                to PureDepth are by the executive’s entry into this agreement licensed to
                PureDepth for use in its operations and for an infinite duration.
                This
                license is nonexclusive, and may be assigned without the executive’s prior
                written approval by PureDepth to a wholly-owned subsidiary of
                PureDepth.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	12.	
              Confidentiality

            


    

     

    
      	12.1	
              The
                executive acknowledges that, during the term of this agreement, he
                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 the Business including, without
                limitation, the Business’ product processes, methods, customer lists,
                accounts and procedures (“Confidential
                Information”).
                The executive agrees that he will not disclose any Confidential
                Information, directly or indirectly, or use any of 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 as required in the course of this agreement with PureDepth.
                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, whether
                prepared by the executive or otherwise coming into its possession,
                will
                also comprise Confidential Information and will accordingly be the
                absolute and exclusive property of PureDepth. The executive 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, the executive
                will
                immediately deliver to PureDepth all such Confidential Information
                in
                his/her possession or under his/her control. The executive further
                agrees
                that he will not disclose the terms of this agreement to any person,
                unless, prior to such disclosure and confirmed in writing for the
                benefit
                of PureDepth, the relevant person or entity has agreed to confidentiality
                on the same terms, without the prior written consent of PureDepth
                and will
                at all times preserve the confidential nature of his/her relationship
                with
                PureDepth.

            


    

     

    
      	13.	
              Conflicts
                of Interest;
                Non-Competition

            


    

     

    
      	13.1	
              The
                executive represents and warrants, for the benefit of PureDepth,
                that he
                has the authority and capacity and is free to enter into this agreement,
                and that this agreement does not violate the terms of any agreement
                between the executive and any third party. Further, the executive,
                in
                rendering the Duties will not utilize any invention, discovery,
                development, improvement, innovation, or trade secret in which he
                does not
                have a proprietary interest.

            


    

     

    
      	13.2	
              The
                executive will not at any time during the term of the agreement or
                for a
                period of 6
                months after termination or expiration of the agreement be directly
                or
                indirectly interested, engaged or concerned in, or assist financially
                or
                provide management duties to, any business directly the same as PureDepth
                or the Business (i.e. operating in the multi-level display screen
                business), whether on his/her 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, without the prior written consent of
                PureDepth.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	13.3	
              For
                a period of 6
                months following termination of this agreement, the executive 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 employee, consultant, or contractor who has left PureDepth’s
                employment or contractual agreement, without the prior written consent
                of
                PureDepth.

            


    

     

    
      	14.	
              Right
                To Injunction

            


    

     

    
      	14.1	
              The
                parties to this agreement acknowledge that the Duties to be rendered
                by
                the executive and the rights and privileges granted to PureDepth
                under the
                agreement are of a special, unique, unusual, and extraordinary character
                which gives them a peculiar .value, the loss of which cannot be reasonably
                or adequately compensated by damages in any action at law, and the
                breach
                by the executive of any of the provisions of this agreement will
                cause
                PureDepth irreparable injury and damage. the executive expressly
                agrees
                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 the executive. 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.

            


    

     

    
      	15.	
              Legislation

            


    

     

    
      	15.1	
              The
                executive is required to be familiar with, remain up to date and
                take
                appropriate steps to ensure compliance with PureDepth’s statutory
                obligations and all such related, amending or replacement legislation,
                regulations and rules.

            


    

     

    
      	15.2	
              The
                executive is responsible for his/her own and PureDepth’s compliance with
                all legislation, including becoming familiar with any existing policies
                and procedures, ensuring that existing policies and procedures comply
                with
                all relevant legislation and ensure that policies and procedures
                are kept
                up to date with legislative change.

            


    

     

    
      	16.	
              Merger

            


    

     

    
      	16.1	
              This
                agreement shall not be terminated by the merger or consolidation
                of
                PureDepth into or with any other
                entity.

            


    

     

    
      	17.	
              Termination

            


    

     

    
      	17.1	
              The
                parties may terminate this agreement by giving not less than the
                notice
                set out in the schedule. PureDepth may terminate without notice or
                payment
                in lieu of notice for misconduct or poor performance or any other
                justifiable reason.

            


    

     

    
      
        
        

      

      
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                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    
      	17.2	
              PureDepth
                reserves the right to pay out the executive’s notice period at base salary
                instead of the executive working out the executive’s
                notice.

            


    

     

    
      	17.3	
              If
                the executive give less than the proper notice, PureDepth is entitled
                to
                deduct the balance of unworked notice from any money owed to the
                executive
                or to otherwise recover the sum without affecting any other rights
                that
                PureDepth has arising from the executive’s failure to give
                notice.

            


    

     

    
      	17.4	
              During
                the notice period, PureDepth may require the executive to cease some
                or
                all of the executive’ Duties and to substitute others in their
                place.

            


    

     

    
      	17.5	
              Upon
                termination of this agreement, the executive will immediately return
                to
                PureDepth all books, papers, records, documents, motor vehicles,
                products,
                keys and access or security cards and any other items of PureDepth’s
                property, including Confidential Information, which the executive
                has in
                the executive’s possession or use.

            


    

     

    Summary
      Dismissal

     

    
      	17.6	
              Notwithstanding
                anything within clauses 17.1 to 17.4, where PureDepth considers that
                there
                has been gross negligence, serious incompatibility between the executive
                and the Executive Chairman or the board of directors of PureDepth
                from
                time to time, misconduct of a serious nature or any breach of trust
                and
                confidence, or if the executive’ is convicted of any crime or offence of a
                materially serious nature (i.e. not a mere misdemeanor); fails or
                refuses
                to comply with the written policies or reasonable directive of PureDepth;
                the executive materially breaches provisions of this agreement; or
                a
                petition for the bankruptcy of the executive is presented or actually
                effected then PureDepth, at any time, may terminate this agreement
                immediately and without prior written notice to the
                executive.

            


    

     

    Incapacitation

     

    
      	17.7	
              PureDepth
                may terminate the executive’s employment upon giving the notice required
                under clause 17.1 if:

            


    

     

    
      	
            	a.	
              The
                executive suffers an illness or injury that would incapacitate the
                executive from carrying out the Duties for a period of time that
                the board
                of directors of PureDepth considers to be unreasonable in relation
                to the
                circumstances of the Business at that time, or


            


    

     

    
      	
            	b.	
              the
                executive is incapacitated at different times for more than 60
                working days during anyone 12
                month period.

            


    

     

    
      	17.8	
              The
                provisions of clause 17.1 do not affect the undertakings and covenants
                given by the executive in clauses 11, 12 and 13 of this agreement
                which
                are intended to survive termination of this agreement and shall continue
                to bind the executive accordingly.

            


    

     

    
      
        
        

      

      
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                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

     

    Restructuring

     

    Definition
      of Redundancy

     

    
      	17.9	
              Redundancy
                is a situation where the position of employment of an executive is
                or will
                become surplus to the requirements of PureDepth’s business because of a
                restructuring, reorganization or a decision is made not to conduct
                work of
                that type or for some other reason.

            


    

     

    Normal
      Redundancy Process

     

    
      	17.10	
              In
                the event that PureDepth considers that the executive’s position of
                employment could be affected by redundancy or could be made redundant,
                PureDepth shall, except in exceptional circumstances, consult with
                the
                executive regarding the possibility of redundancy and, before a decision
                to proceed with redundancy is made, whether there are any alternatives
                to
                dismissal (such as redeployment to another role). In the course of
                this
                consultation PureDepth shall provide to the executive sufficient
                information to enable understanding and meaningful consultation,
                and shall
                consider the views of the executive with an open mind before making
                a
                decision as to whether to make the executive’s position of employment
                redundant. Nothing in this clause limits the legal rights and obligations
                of the parties.

            


    

     

    No
      Redundancy Compensation Payable

     

    
      	17.11	
              In
                the event that the executive’s employment is terminated on the basis of
                redundancy, the executive shall be entitled to notice, but shall
                not be
                entitled to any additional payment, whether byway of redundancy
                compensation or otherwise.

            


    

     

    Restructuring

     

    
      	17.12	
              A
                redundancy may also occur where PureDepth’s business is restructured.
                Restructuring means a situation where PureDepth enters into a contract
                or
                arrangement under which PureDepth’s business (or part of it) is undertaken
                by another person or PureDepth’s business (or part of it) is sold or
                transferred. It does not include the termination of a contract or
                arrangement under which PureDepth carries out work for another party,
                a
                sale of shares or any arrangements or contracts entered into if PureDepth
                is in receivership or liquidation.

            


    

     

    
      	17.13	
              The
                executive will be affected by a restructuring if he or she is, or
                will be,
                no longer required by PureDepth to perform his or her work and the
                type of
                work that the executive does (or work that is substantially similar)
                is,
                or is to be, performed by employees of the new employer. A new employer
                means the person who undertakes, or proposes to undertake, PureDepth’s
                business (or part of it) for the employer or to whom PureDepth’s business
                (or part of it) is, or is to be, sold or
                transferred.

            


    

     

    
      	17.14	
              Negotiations
                with a new employer in relation to a restructuring will include discussion
                related to the following items:

            


    

     

    
      
        
        

      

      
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                a.

              	
                The
                  affected employees, their positions, accrued entitlements and terms
                  and
                  conditions, which the employee authorizes the employer to
                  release;

              


      

       

      
        	 	
                b.

              	
                Whether
                  the negotiations are confidential or commercially
                  sensitive;

              


      

       

      
        	 	
                c.

              	
                Taking
                  into account confidentiality and commercial sensitivity, the information
                  that will be given to affected employees and when that will
                  occur;

              


      

       

      
        	 	
                d.

              	
                Whether
                  the new employer is prepared to negotiate a transfer of affected
                  employees’ employment, and if so whether the transfer will be on the same
                  terms and conditions of employment or on other terms and conditions
                  of
                  employment;

              


      

       

      
        	 	
                e.

              	
                Whether
                  the transfer will recognize service related
                  benefits;

              


      

       

      
        	 	
                f.

              	
                Whether
                  the transfer will include the transfer of accrued benefits and
                  if so, what
                  benefits will be transferred;

              


      

       

      
        	 	
                g.

              	
                Whether
                  the new employer will have access to the affected employees and
                  when will
                  that occur; and

              


      

       

      
        	 	
                h.

              	
                Whether
                  the affected employees will have access to the new employer and
                  when will
                  that occur.

              


      

       

       

    

    
      	
              17.15

            	
              If
                PureDepth is able to negotiate a transfer of the executive’s employment
                the executive may choose whether or not to transfer to the new
                employer.

            


    

     

    
      	17.16	
              If
                the executive chooses to transfer to the new employer no redundancy
                compensation is payable and the notice period will not apply. If
                the
                transfer of the executive’s employment is to include a transfer of the
                executive’s accrued benefits, or some of them, the executive agrees that
                PureDepth may transfer any or all of his or her accrued entitlements
                to
                the new employer.

            


    

     

    
      	17.17	
              If
                PureDepth is unable to negotiate a transfer or PureDepth is able
                to
                negotiate a transfer but the executive chooses not to transfer PureDepth
                will consider whether there are any alternative positions available
                within
                PureDepth that may be suitable for the executive’s skills, experience,
                qualification and attributes.

            


    

     

    
      	17.18	
              If
                PureDepth is unable to identify an alternative position or the executive
                elects not to apply for or accept any alternative position the executive
                will not be entitled to any redundancy compensation but will be entitled
                to receive the notice period from the time that the executive is
                informed
                that his or her position will become redundant, including becoming
                redundant subject to the completion of the
                restructuring.

            


    

     

    
      	18.	
              Loyalty
                Bonus

            


    

     

    
      	18.1	
              PureDepth
                wishes to retain its key employees for a minimum period of 12 months
                while
                it is in the process of preparing the business for strategic and
                substantial investment or possibly sale as a going concern. The
                shareholders and directors of PureDepth have formed the view that
                for the
                business of PureDepth to grow exponentially, it requires the investment
                of
                a party or parties that have the resources to substantially grow
                the
                business by partnership with key industry players or independent
                investment in the markets that are capable of being high users of
                the
                products PureDepth produces.

            


    

     

    
      
        
        

      

      
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                  Angelopoulos

              


      

    

    

      
        	
                18.2

              	
                In
                  this clause;

              


      

       

      
        	 	
                a.

              	
                the
                  “PureDepth Group” means the parent company of PureDepth, any subsidiary of
                  PureDepth and any related companies of PureDepth as defined by
                  the
                  Companies Act 1993;

              


      

       

      
        	 	
                b.

              	
                “base
                  salary” means the remuneration component defined as salary excluding any
                  commissions, bonuses, any other variable remuneration, benefits
                  of any
                  type and any other payments of any type or
                  consideration;

              


      

       

      
        	 	
                c.

              	
                “transfer
                  of business” means:

              


      

       

      
        	 	
                i.

              	
                the
                  sale of the whole of or more than 50% of the operative business
                  of the
                  PureDepth Group, other than by the sale of shares;
                  or

              


      

       

      
        	 	
                ii.

              	
                the
                  change in the effective control of the PureDepth Group by the sale
                  of more
                  than 50% of the shares in the PureDepth
                  Group.

              


      

       

      
        	
                18.3

              	
                Where
                  the executive remains:

              


      

       

      
        	 	
                a.

              	
                in
                  continuous employment with PureDepth for a minimum of 12 months
                  from 1
                  April 2005; and/or

              


      

       

      
        	 	
                b.

              	
                in
                  continuous employment with PureDepth at the completion of the transfer
                  of
                  business; and/or

              


      

       

      
        	 	
                c.

              	
                is
                  made redundant due to a decision on the part of PureDepth to cease
                  trading;

              


      

       

      PureDepth
        will provide the greater of either:

       

      
        	 	
                d.

              	
                4
                  months base salary; or

              


      

       

      
        	
              	e.	
                any
                  payments, benefits or the net value of the “New Incentive Scheme”,, that
                  replaces the Deep Video Imaging Limited Executive
                  Share Option Plan No. 3,
                  that the executive is entitled to as a result of or in any way
                  related to
                  the transfer of business.

              


      

    

     

    
      	18.4	
              The
                entitlement of the executive to the greater of the two benefits under
                either 18.3d or 18.3e disentitles the executive to payment of the
                lesser
                benefit. The executive relinquishes any right to the lesser
                benefit.

            


    

     

    
      	18.5	
              If
                because of the circumstances of any transfer of business the Employee
                becomes entitled to the benefit of 18.3e prior to completion, the
                Employee
                may elect to waive that entitlement prior to completion in favor
                of the
                entitlement in 18.3d payable on
                completion.

            


    

     

    
      
        
        

      

      
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                Angelopoulos

            


    

     

    
      	18.6	
              Clauses
                18.1 to 18.4 do not affect any notice or payment in lieu of notice
                that
                the Employee may be entitled to as a result of the transfer of
                business.

            


    

     

    
      	19.	
              Medical
                Insurance

            


    

     

    
      	19.1	
              PureDepth
                will provide the executive with the medical insurance cover up to
                the
                maximum amount per month specified in the
                schedule.

            


    

     

    
      	20.	
              Governing
                Law

            


    

     

    
      	20.1	
              The
                laws of New Zealand will govern this agreement and, subject to the
                settlement of disputes as set out in the is agreement, both parties
                irrevocably submit to the exclusive jurisdiction of the Courts of
                New
                Zealand for any matter arising under or touching this
                agreement.

            


    

     

    
      	21.	
              Employment
                Relations Problems

            


    

     

    
      	21.1	
              Employment
                relationship problems are any problems relating to or arising out
                of an
                employment relationship. These can include personal grievances (such
                as
                unjustifiable dismissal, unjustifiable action resulting in a disadvantage,
                discrimination, sexual or racial harassment and duress), disputes
                about
                the existing terms and conditions of the executive’s employment,
                withholding or failing to pay wages or salary or any other money,
                failing
                to comply with the terms of the executive’s employment agreement but
                excludes the fixing of new terms and
                conditions.

            


    

     

    
      	21.2	
              The
                best means of resolving any employment relationship problem is to
                bring it
                to PureDepth’s attention at the earliest
                opportunity.

            


    

     

    Personal
      Grievances

     

    
      	21.3	
              If
                the executive has a personal grievance, he must raise this with PureDepth,
                including telling PureDepth that he wants something to be done about
                it.
                The executive must do this within 90
                days of the action that caused it. This time limit is imposed under
                the
                Employment Relations Act 2000 (New Zealand). If the executive fails
                to
                raise the grievance within 90
                days he will have to apply to the Employment Relations Authority
                (New
                Zealand) for permission to raise the
                grievance.

            


    

     

    
      	21.4	
              PureDepth
                will acknowledge that the executive has raised a personal grievance
                and
                discuss it with him in an attempt to resolve the
                problem.

            


    

     

    Employment
      Relations Services

     

    
      	21.5	
              Mediation
                –
                if
                the problem is not resolved, either party may ask the Department
                of
                Labour’s Mediation Service (New Zealand) to mediate. The mediators can
                operate informally by meeting the parties separately or together,
                or
                through a series of different meetings and if asked by all parties,
                mediators can make a decision for the-
                parties.

            


    

     

    
      
        
        

      

      
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              Fred
                Angelopoulos

            


    

     

    


    
      	
              21.6

            	
              Investigation–
                Either party may apply to the Employment Relations Authority, which
                can
                investigate and make a decision about any employment relationship
                problem.

            


    

     

    
      	
              21.7

            	
              Employment
                Court–
                Either party that is not satisfied with the Employment Relations
                Authority’s findings, may ask for the matter to be heard from the
                beginning, in whole or in part, by the Employment Court (New
                Zealand)

            


    

     

    
      	22.	
              Waiver

            


    

     

    
      	
              22.1

            	
              Waiver
                by one party to this agreement of breach of any provision of this
                agreement by the other will not operate or be construed as a continuing
                waiver.

            


    

     

    
      	23.	
              Notices

            


    

     

    
      	
              23.1

            	
              Any
                notice produced under this agreement will be in writing addressed
                to the
                other party according to the most recent details designated by each
                party
                in writing to the other.

            


    

     

    
      	
              23.2

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

            


    

     

    
      	
              23.3

            	
              Any
                notice given under this agreement will be deemed to have been
                received:

            


    

     

    
      	 	
              a.

            	
              at
                the time of delivery, if delivered by
                hand;

            


    

     

    
      	 	
              b.

            	
              on
                the 10th
                day after the date of marling, if sent by fastpost or airmail with
                the
                postal prepaid;

            


    

     

    
      	 	
              c.

            	
              on
                the day on which the transmission is sent, if sent by facsimile.
                If there
                is any dispute or difference between any of the parties over the
                fact of
                transmission in any particular case, production by the sender of
                a
                confirmation of clear transmission will be conclusive evidence of
                transmission and will 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
                days after despatch, provided that the sending party does not receive
                any
                indication of failure, or delay of delivery within 2 days after
                despatch.

            


    

     

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

            


    

     

     

    
      
        
        

      

      
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              Fred
                Angelopoulos

            


    

     

    
      	24.	
              Modification
                Or Amendment

            


    

     

    
      	
              24.1

            	
              No
                amendment, change or modification of this agreement will be valid
                unless
                in writing and signed by both
                parties.

            


    

     

    
      	25.	
              Entire
                Understanding

            


    

     

    
      	
              25.1

            	
              This
                agreement together with the attached schedule and position description
                constitutes the entire understanding and agreement between both parties,
                and any and all prior agreements, understandings, and representations
                are
                terminated and cancelled in their entirety and are of no further
                force and
                effect.

            


    

     

    
      	26.	
              Unenforceability
                Of Provisions

            


    

     

    
      	
              26.1

            	
              If
                any provision of this agreement, or any portion of the agreement,
                is held
                to be invalid and unenforceable, then the remainder of this agreement
                shall nevertheless remain in full force and
                effect.

            


    

     

    
      	27.	
              Partial
                Invalidity

            


    

     

    
      	
              27.1

            	
              The
                illegality, invalidity or unenforceability of any provision of this
                agreement will not affect the legality, validity or enforceability
                of any
                other provision.

            


    

     

    
      	28.	
              Counterparts

            


    

     

    
      	
              28.1

            	
              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 such counterpart. Any such counterpart may be
                provided to the other party by PDF attached to an email or facsimile
                transmission with the intent that receipt by a party of a PDF attached
                to
                an email or facsimile of any executed copy will be as binding and
                effective as receipt of the
                original.

            


    

     

    
      	
              28.2

            	
              Transmission
                by PDF attached to an email or facsimile by any party (“Transmitting
                Party”)
                to any other party (“Receiving
                Party”)
                of a copy of this agreement which, prior to transmission, has been
                executed by the Transmitting Party will be deemed to be delivery
                to the
                Receiving Party of the original so executed. The Receiving Party
                may in
                any court of law, arbitration or other proceedings relating to this
                agreement produce or exhibit that PDF attached to an email or facsimile
                copy as if it were the original as evidence of its contents and execution
                by the Transmitting Party and no party may object to that copy being
                so
                produced or exhibited and used as such evidence. The Transmitting
                Party
                will deliver the original copy of this agreement executed by that
                party to
                the Receiving Party by courier following the transmission of the
                PDF
                attached to an email or facsimile copy as provided
                above.

            


    

     

    
      	29.	
              Independent
                Advice

            


    

     

    
      	
              29.1

            	
              The
                executive acknowledges he is entitled to seek independent advice
                about
                this proposed employment agreement.

            


    

     

    
      
        
        

      

      
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              Executive
                Employment Agreement

            	
              Fred
                Angelopoulos

            


    

     

    SIGNED
      by both
      parties.

     

    I
      confirm
      that, in accordance with clause 29 above, I have been given the opportunity
      to
      obtain independent advice and agree to the terms of this agreement:

     

    
      	 	 	 
	Signed
              by the executive In the presence of: 	  	 
	 	
              
Fred
              Angelopoulos


    

      
      
      	 	 	 	 
	 	 	 	 
	
              
Signature
              of Witness	 	 	
            
	 	 	 	 
	 	 	 	 
	
              
Name
              of Witness	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Occupation	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Address	 	 	 
	 	 	 	 
	
              
  	 	 	 
	 	 	 	 
	Signed by PureDepth Incorporated
              Limited:	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Director’s
              Signature	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Director’s
              Full Name	 	 	 

   

     

    
      
        
        

      

      
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                Executive
                  Employment Agreement

              	
                Fred
                  Angelopoulos

              


      

    

    


    SCHEDULE

     

    Details
      of Remuneration, Terms and Additional Terms

    


    Remuneration
      clause 1.5

     

    Base
      Salary: US$15,000
      per month.

     

    Mobile
      telephone:
      For
      business use.

     

    Internet
      connection:
      For home
      access to PureDepth’s server.

     

    
      	 	
              Commission:
                6%
                on gross profit of PureDepth Product Safes and 2.5% of net license
                revenue.

            


    

     

    
      	 	
              Options:
                5%
                of outstanding shares in PureDepth as at 31 March 2005 (subject to
                Board
                approval) as part of the “New Incentive
                Scheme”.

            


    

     

    Terms

     

    Notice
      - clause 17.1:
      4
      months.

     

    Medical
      Insurance Cover - clause 19:
      Up to an
      allowance of US$850
      per
      month.

     

    Additional
      Terms

     

    New
      Incentive Scheme:

     

    
      	 	
              The
                “New Incentive Scheme” to be provided by PureDepth, that is to replace the
                Deep Video Imaging Limited Executive
                Share Option Plan No. 3
                (“the Plan”), forms part of this employment agreement. Once the New
                Incentive Scheme comes into force PureDepth may vary the New Incentive
                Scheme as long as the benefits of the New Incentive Scheme are no
                less
                favorable to the executive than the benefits of the
                plan.

            


    

     

    


    
      
        
        

      

      
        15