puredepth_ex1025.htm


    Exhibit
      10.25

     

    
      PUREDEPTH,
        INC.

      AMENDMENT
        OF STOCK OPTION
        AGREEMENT

      AMENDMENT
        NO. 2


      


      THIS
        AMENDMENT No. 2 OF THE STOCK OPTION AGREEMENT is made by and between PureDepth,
        Inc., a Delaware corporation (the “Company”), and Mark Yahiro (the
“Optionee”).

       

      RECITALS

      


      WHEREAS,
        the Optionee holds an option to purchase shares of the Company’s Common Stock
        (the “Option”) pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”),
        which was evidenced by a form of Stock Option Agreement (the “Option
        Agreement”);

       

      WHEREAS,
        the Option was subsequently amended by the parties on (“Amendment No.1) in order
        to provide for a fixed exercise schedule for the Option and a fixed resale
        schedule; and

       

      WHEREAS,
        the parties wish to amend the Option such that exercised shares that are
        not
        sold by Optionee during one calendar year may be sold in subsequent years,
        as
        set forth below.

       

      AGREEMENT

      


      NOW,
        THEREFORE, the Company and the Optionee agree as follows:

       

      1.           
        Definitions.  Unless
        otherwise defined herein, capitalized terms shall have the meanings assigned
        to
        such terms in the Option Agreement or the Plan, as the case may be.

       

      2.           
        Sale of
        Shares.  Subject to applicable law and the Company’s insider
        trading and other policies, the Shares obtained on exercise of the Option
        may
        not be sold more rapidly than pursuant to the Schedule indicated on Schedule
        B,
        provided however that, any Shares obtained on exercise of the Option that
        are
        permitted to be sold during any applicable calendar year, pursuant to the
        limits
        of Schedule B, but are not sold during such year may be sold by Optionee
        in
        subsequent years, and the Share sale limitations set forth on Schedule B
        shall
        be adjusted to accommodate such Shares.

       

      3.           
        Continuation of
        Other
        Terms.  Except as set forth herein, all other terms and
        conditions of the Option Agreement shall remain in full force and effect.

       

      4.           
        Tax Consequences
        of
        Amendment.  The Optionee acknowledges that the tax law
        applicable to stock options is complex and subject to change, and that the
        Optionee is advised to consult with his or her tax advisor regarding the
        consequences of Amendment No.1 and this Amendment No. 2, the subsequent exercise
        of the Option and the disposition of shares acquired upon exercise of the
        Option.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.           
        Applicable
        Law.  This Agreement shall be governed by the laws of the State
        of California as such laws are applied to agreements between California
        residents entered into and to be performed entirely within the State of
        California.

      


      
        	 	
                PUREDEPTH,
                  INC.:

              
	 	 
	 	 
	 	
                By:
/s/ Jon
                  McCaman

              
	 	 
	 	
                Jon
                  McCaman

              
	
                Date: 
                  December 20, 2007

              	
                Title:  
                  Chief Financial Officer and Secretary

              
	 	 
	 	 
	 	
                OPTIONEE:

              
	 	 
	 	 
	
                Date:  December
                  20, 2007

              	
                /s/ Mark
                  Yahiro