ex1042.htm


    Exhibit
10.42

     

     

    
      AMENDMENT
NO. 1 TO

      CONVERTIBLE PROMISSORY
NOTES

      


      This
Amendment No. 1 to Convertible Promissory Notes is entered into as of February
3, 2009 (this “Agreement”), by and between PureDepth, Inc. (the “Company”) and K
One W One Limited (“K1W1”).

      


      RECITALS

       

      WHEREAS,
the Company and K1W1 are parties to that certain Convertible Note Purchase
Agreement dated as of February 4, 2008 and to that certain Security Agreement
dated as of February 4, 2008, in each case as amended by that certain Amendment
No. 1 to Convertible Note Purchase Agreement and Security Agreement dated July
4, 2008 and that certain Amendment No. 2 to Convertible Note Purchase Agreement
and Security Agreement dated August 12, 2008, pursuant to which the Company has
issued certain Convertible Promissory Notes to K1W1 on each of February 4, 2008,
March 14, 2008, July 4, 2008 and August 12, 2008 (collectively, the
“Notes”).  The parties desire to amend each of the Notes in accordance
with the terms of this Amendment.

      


      NOW,
THEREFORE, in consideration of the foregoing, and the representations,
warranties, and conditions set forth below, the parties hereto, intending to be
legally bound, hereby agree as follows:

       

      1.           The
definition of “Maturity Date” as such term appears in each of the Notes is
hereby amended and restated to mean February 4, 2010.

      


      2.           Each
of the Notes, as amended hereby, shall be and remain in full force and effect in
accordance with its respective terms and hereby is ratified and confirmed in all
respects.  Except as expressly set forth herein, the execution,
delivery, and performance of this Amendment shall not operate as a waiver of, or
as an amendment of, any right, power, or remedy of K1W1 under the Notes, as in
effect prior to the date hereof.

       

      3.           This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
instrument.

       

      [Signature
page follows]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the first date above written.

       

      
        	 
      	 
      	
                COMPANY:

                 

                PUREDEPTH,
      INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:
        /s/ Jonathan J. McCaman

              
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Jonathan J. McCaman

              
	 
      	 
      	 
      
	 
      	 
      	
                Title:
      Secretary

              


      

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the first date above written.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 
      	 
      	
                                                                                    K
      ONE W ONE LIMITED

                                                                                  
	 
      	 
      	 
      
	 
      	 
      	
                                                                                    By:
      /s/ Brian Mayo-Smith

                                                                                  
	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Name:
      Brian Mayo-Smith

                                                                                  
	 
      	 
      	
                                                                                    Title:
      Director

                                                                                  
	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Address:  c/o
      BDO Spicers

                                                                                    120
      Albert Street

                                                                                    Auckland,
      New Zealand