**Exhibit
      10.12**


**CONFIDENTIAL
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  **PATENT
        AND TECHNOLOGY LICENSE AND TECHNOLOGY TRANSFER AGREEMENT**
  This
        Patent and Technology License and Technology Transfer Agreement (the
“ Agreement ”)
        is
        entered into as of October 13th,
        2006 (the “Effective Date”) by and between IGT, a Nevada corporation with
        principal offices at 9295 Prototype Drive, Reno, Nevada 89521 (“IGT”), and
        PureDepth Inc., a Delaware corporation with principal offices at 255
        Shoreline **** Drive **,** Suite
        610 ,
        Redwood
        City, California, 94065 (together with its subsidiaries, PureDepth Limited
        and
        PureDepth Incorporated Limited, collectively “PureDepth”).
  **Background**
  PureDepth and
        its
        affiliates are **** a
        research and design business focused on developing new display technology.
        PureDepth and
        its
        affiliates have **** developed
        and continue to
        develop a multi-layer display (MLD) technology with
        promising commercial potential.
  IGT
        is a
        leading manufacturer of gaming machines and other devices for use in the
        wager-based gaming industry.
  PureDepth
        wishes to grant to IGT an exclusive license to incorporate its MLD Technology
        into IGT products and to offer for sale, sell and/or distribute such IGT
        products within the Field of Use under the terms and subject to the conditions
        of this Agreement.
  In
        consideration of the mutual promises and covenants and conditions contained
        herein, IGT and PureDepth agree as follows:
  **1.**
              **Definitions**
  Section
        1.01  “Administrative
        Machine” means a device developed now or in the future (i) which is designed for
        use in casino administration of Gaming Machines and (ii) that would, absent
        this
        Agreement, infringe the Licensed Intellectual Property.
  Section
        1.02  “Affiliate” means,
        with respect to IGT and PureDepth, any other natural person or corporation,
        partnership, joint venture, limited liability company or other business entity
        that directly or indirectly controls, is controlled by, or is under common
        control with, IGT or PureDepth, respectively. An entity or person shall be
        regarded as in control of another entity if it owns or controls, directly
        or
        indirectly, at least fifty percent (50%) of the voting stock or other ownership
        interest of the other entity. A joint venture entity in which IGT or an IGT
        Affiliate owns at least 50% of the equity interest shall be deemed a n IGT
        Affiliate.
  Section
        1.03  “Agreement” **** means
        this agreement, including th e
        Exhibits to this
        Agreement.
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 Section
        1.04  The
        “Copyrights” means any copyright held by PureDepth, whether registered or not,
        in any written material, plans, designs, software, or other work relating
        to the
        development, assembly, sale, and distribution of Pure Depth’s MLD Technology in the Field of Use.
  Section
        1.05  The
“Core
        Patents” shall mean those PureDepth Patents listed in Exhibit B that claim
        generic aspects of MLD technology, and are not limited by application or
        by
        features not directly related to the functioning of a display. The Core Patents
        include at least US Patent No. [****] and its non-US counterparts.
  Section
        1.06  “Field
        of
        Use” means wager-based non-amusement gaming. Examples of technology within the
        Field of Use include without limitation class 2 technology, class 3 technology,
        and central determination technology.
  Section
        1.07  “Gaming
        Machine” means a machine adapted to provide or assist in providing a fully or
        substantially automated wagering game. This includes machines and other devices
        capable of receiving wagers and/or issuing awards to players for play of
        games
        of chance. A Gaming Machine will be associated with at least one wagering
        station. Gaming Machines include, but are not limited to, stand-alone Gaming
        Machines, networked Gaming Machines (wired and wireless), general-purpose
        computers configured with software, including Internet applications, for
        implementing the wagering game, and automated multi-player station based
        table
        games. Gaming Machines may be non-Mobile Gaming Machines or Mobile Gaming
        Machines (e.g., handheld and/or wireless) used primarily for gambling but
        not
        including certain common mobile devices such as iPods, Gameboys, and, PSPs.
        It
        is understood that a general purpose personal computer or mobile phone, not
        designed primarily for gambling, is not a Gaming Machine. Gaming Machines
        include Internet capable general or special purpose machines used primarily
        for
        Internet gambling.
  Section
        1.08  “ Improvements ”
means
        modifications to, improvements in, developments from or additions to the
        Licensed Intellectual Property during the Term as set forth in Section
        2.01.
  Section
        1.09  The
        “Know-How” means, collectively, all know-how, show-how, technical information,
        technical knowledge, unpatentable inventions, manufacturing procedures, methods,
        specifications, bills of materials, processes, and formulas relating to
        PureDepth’s MLD Technology.
  Section
        1.10  “Licensed
        Intellectual Property” means the trade secrets, the Know-How, the Copyrights,
        the PureDepth Patent Applications, and the PureDepth Patents. The Licensed
        Intellectual Property is applied in the development, manufacture, assembly
        and
        sale of the MLD Technology as well as any designs developed by PureDepth,
        whether or not registered or protected by copyright or patent, devised or
        acquired by PureDepth and applied in the development, manufacture, assembly
        and
        sale of the MLD Technology. For the avoidance of doubt, the Licensed
        Intellectual Property includes all Improvements.
  Section
        1.11  “Licensed Products ”
means
        any product, including devices and machines developed now or in the future
        utilizing aspects of the MLD Technology and Sold within the Field of Use,
        that
        would, absent this Agreement, infringe the Licensed Intellectual Property.
        Licensed Products include Gaming Machines and Administrative Machines that
        would
        infringe the Licensed Intellectual Property.
  Section
        1.12  “ MLD
        Technology ”
is
        the
        multi-layer display technology owned by PureDepth and protected by the Licensed
        Intellectual Property.
  Section
        1.13  The
        “PureDepth Patent Applications” means “Existing Patent Applications” as
        identified in Exhibit A and any “Future Patent Applications” relating to MLD
        Technology filed in the US or elsewhere during the term of this Agreement.
        The
        PureDepth Patent Applications include but are not limited to continuations,
        divisionals, continued examinations, substitutes, and continuations-in-part
        of
        any PureDepth Patent Applications.
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 Section
        1.14  The
        “PureDepth Patents” means issued patents covering MLD Technology owned or
        controlled by PureDepth including “Existing Patents,” which are patents owned or
        controlled by PureDepth on the Effective Date, including those listed in
        Exhibit
        B, as well as any renewals, reissues, substitutes and reexaminations thereon
        and
        any “Future Patents,” which are patents granted after the Effective Date upon
        any PureDepth Patent Application in the US or elsewhere, and includes any
        patents of which PureDepth is the permitted user of worldwide and which relate
        to the MLD Technology.
  Section
        1.15  **“** Sale” **** or **“** S ell” or
“S elling **”** or
“S old” **** means
        the
        sale, transfer, or other disposition of a Licensed Product by IGT, either
        directly or through its sublicensees and/or Affiliates, to an ultimate customer.
  Section
        1.16  “Territory”
        means worldwide except for Japan.
  Section
        1.17  “Wagering
        Station” means a physical station associated with one or more gaming machines
        where a player can place bets on a game of chance. To qualify as a wagering
        station herein, the gaming machine associated with the wagering station must
        include at least one display incorporating MLD Technology. Typically though
        not
        necessarily a wagering station includes facilities for not only placing bets
        but
        also initiating play of the game of chance.
   **2.**
              **Term
                  and Termination**
  Section
        2.01  Term . This Agreement shall commence on the Effective Date and shall continue in full
        force
        and effect for an
        initial term of [**** ]
        years (“Initial
        Term”). ****
  Section
        2.02  Termination .
  (a)  Either
        party may terminate this Agreement if
        the
        other party materially
        breaches this
        Agreement and fails
        to
        cure such breach
        within sixty (60) days after receiving written notice thereof by the
        non-breaching party, which notice shall specify the manner in which the
        Agreement has been breached .
        Thereafter, such non-breaching
        party **** may,
        at
        its option and in addition to any other remedy that it might be entitled
        to,
        immediately terminate this
        Agreement by notice to
        the
        breaching party in
        writing, which notice
        of termination
        will be effective upon receipt.
  (b)  In
        the
        event there is a final, non-appealable judgment that one
        or
        more of **** the
        Licensed Products have
        infringed the intellectual property rights of a third party, and as a result,
        IGT is enjoined from Selling the
        Licensed Products as contemplated in this Agreement, then IGT shall have
        the
        right to terminate this Agreement upon
        written notice to PureDepth **.**
  (c)  This
        Agreement may also be terminated pursuant to Section 9.02(f).
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 Section
        2.03  Effect
        of Termination . Upon
        termination or expiration of this Agreement, except in the case of Section
        2.2(b), IGT will have a period of ninety (90) days from the effective date
        of
        the termination or expiration in which to Sell any Licensed Products in its
        inventory as of the effective date of the termination or expiration. Within
        fifteen (15) days of the effective date of termination or expiration, IGT
        will
        provide a report listing all Licensed Products that are in IGT’s inventory by
        product type and quantity. Upon termination or expiration of this Agreement,
        IGT
        will return, within ten (10) days, all PureDepth Know-How and Confidential
        Information including the manufacturing package and the design package.
        Termination or expiration **** of
        this
        Agreement **,** for any
        reason, will **** not be
        construed to release any party from any obligation accrued prior to the
        effective date of such termination
        or expiration .
        In this
        regard, the termination of this
        Agreement by either party for any reason shall not relieve any party of any
        liability for a breach of this Agreement, any misrepresentation or failure
        to
        comply with any term or
        covenant hereunder or any other liability accruing prior to the date of
        expiration or termination ; *provided* , *however* ,
        that
        neither party shall be deemed to be in default of any of its obligations
        hereunder (other than any payment obligations) to the extent any delay in
        its
        performance is caused by or is the result of factors beyond its reasonable
        control, including, without limitation, the factors identified in Section 9.15 (“Force
        Majeure”).
  Section
        2.04  Option
        for Renewal . The
        parties may elect to renew this Agreement for an additional term, subject
        to
        mutual agreement of the parties in writing, at least [****] prior to expiration
        of the Initial Term, on [****].
   **3.**
              **License
                  Grant**
  Section
        3.01  Grant .
        PureDepth hereby grants to IGT an exclusive license under the Licensed
        Intellectual Property throughout the Territory and in the Field of Use, to
        make,
        have made, use, market, distribute, Sell, offer to Sell, import, and export
        to
        any person and in any manner Gaming Machines.
  PureDepth
        hereby grants to IGT a non-exclusive license under the Licensed Intellectual
        Property throughout the Territory and in the Field of Use to make, have made,
        use, market, distribute, Sell, offer to Sell, import, and export to any person
        and in any manner Administrative Machines.
  Section
        3.02  Right
        to Sublicense .
        PureDepth grants to IGT the exclusive right under the Licensed Intellectual
        Property to sublicense any third party (including IGT Affiliates and contract
        manufacturers) throughout the Territory and in the Field of Use, to make,
        have
        made, use, market, distribute, Sell, offer to Sell, import, and export to
        any
        person and in any manner Gaming Machines without first obtaining the consent
        of
        PureDepth.
  PureDepth
        also grants to IGT the non-exclusive right under the Licensed Intellectual
        Property to sublicense any third party (including IGT Affiliates and contract
        manufacturers) throughout the Territory and in the Field of Use to make,
        have
        made, use, market, distribute, Sell, offer to Sell, import, and export to
        any
        person and in any manner Administrative Machines without first obtaining
        the
        consent of PureDepth.
  For
        all
        Sales by sublicensees (except as otherwise limited herein including as specified
        in Sections 4.01 and 4.04), IGT will pay over to PureDepth royalties equal
        to
        amounts PureDepth would have received from IGT on equivalent Licensed Products
        Sold by IGT as specified in Section 4.02. IGT
        will
        report the execution of sublicensees to PureDepth in writing within thirty
        (30)
        days of the execution of each sublicense and will identify the sublicensee
        and
        will provide a copy of the sublicense upon request by PureDepth.
  
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  **4.**
              **Royalties,
                  Payments and Reporting (Accounting and
                  Audit)**
  Section
        4.01 - Prepaid
        Royalty .
        - [**** ]. IGT
        and
        its sublicensees will Sell Licensed Products subject to the
        royalty schedule of Section **** 4.02
        (“Royalty Schedule”); however IGT will not be obligated to pay royalties to
        PureDepth thereunder until [****] . **** Thereafter,
        IGT will pay PureDepth royalties on further Sales of Licensed Products according
        to the schedule of Section 4.02. ****
  Section
        4.02 - Royalty
        Schedule For
        [****], IGT will pay PureDepth a royalty of $[****].
  Further,
        IGT shall have no obligation to pay royalties for any sales of any Licensed
        Product having one or more displays that IGT purchases from
        PureDepth.
  Section
        4.03 - Payments
        and Reporting.
  (a)
        After
        [****], IGT will compute and pay royalties pursuant to the royalty schedule
        of
        Section 4.02 to PureDepth within thirty (30) days after the end of each quarter
        of the calendar year -- the quarters ending on March 31st, June 30th, September
        30th and December 31st.
  (b)
        Within thirty (30) days after each quarter (from January 1 to March 31, from
        April 1 to June 30, from July 1 to September 30 and from October 1 to December
        31) for as long as this Agreement remains in effect, IGT will furnish to

        PureDepth a report in writing containing full particulars of the Sales of
        Licensed Product during the quarter (including the numbers of Wagering Stations
        per Gaming Machine).
  (c)
        IGT
        will keep or cause to be kept, true and accurate books and records with respect
        to Sales of Licensed Products (and all Wagering Stations) covered by this
        Agreement in accordance with generally accepted accounting principles and
        in a
        manner consistent with the accounting methods employed by best business
        practice.
  (d)
        PureDepth will have the right, at its own expense, to engage an independent,
        certified public accounting firm to examine the relevant books and records
        of
        IGT (including those records received by IGT from its sublicensees and any
        of
        its Affiliates who have Sold the Licensed Products) at any reasonable time
        during business hours after notifying IGT of its desire to do so in writing.
        Except for the disclosure of financial information to PureDepth or except
        as
        otherwise required by law, regulation or legal process, such accounting firm
        will be required to maintain the confidentiality of all financial or other
        non-public information of IGT and any of its Affiliates who have Sold the
        Licensed Products. The examination will be no more than once each year and
        will
        cover no more than the preceding three (3) anniversary years. Except in the
        case
        of an intentional failure to disclose or omission by IGT or its Affiliates
        or
        agents, no year may be audited more than once. The examination will be solely
        for the purpose of determining the compliance by IGT of its reporting and
        payment obligations under this Agreement. In the event that an examination
        discloses an error by IGT (for whatever reason) of more than [****]% the
        of
        royalties paid or due to PureDepth for the period under audit, IGT will fully
        reimburse PureDepth for all PureDepth's costs and expenses of the examination,
        and will pay to PureDepth the amount of the royalties due to PureDepth within
        thirty (30) days.
  (e)  Royalty
        payments will be made subject to the required withholding of any government
        with
        jurisdiction. **** IGT
        shall
        maintain complete and accurate accounting records of such withholding and
        shall
        fully cooperate with PureDepth’s efforts to obtain credits of taxes paid or
        withheld, where appropriate.
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 (f)
        Independent of any audit examination, PureDepth will credit to IGT the amount
        of
        any overpayment of royalties made by IGT in error which overpayment is
        identified and explained in writing by IGT to PureDepth within six (6) months
        of
        the overpayment, subject to PureDepth' s confirmation of the overpayment
  Section
        4.04 - No
        Royalty for Samples . No
        royalty will be owed or paid by IGT to PureDepth for any Licensed Product
        supplied free of charge as an evaluation, sample or promotional unit, provided,
        however, that net shipments of such units do not exceed [****]% **** of the total
        number of Licensed Products Sold **** by
        IGT or [****] units,
        whichever is less, **** in
        any
        given year.
   **5.**
              **Intellectual
                  Property**
  Section
        5.01  Ownership
        of Intellectual Property Rights . Nothing
        in this Agreement is intended to transfer the ownership of any intellectual
        property owned by either party. The
        parties acknowledge and agree as follows:
  (a)  PureDepth's
        Ownership .
        PureDepth shall, for all purposes, be considered the sole and exclusive owner
        or
        licensee empowered to grant IGT full rights under Section 3.01 of (i) the
        PureDepth Existing Patents and (ii) the Existing Patent Applications. PureDepth
        shall also be considered the sole and exclusive owner of (iii) all Future
        Patent
        Applications, if and to the extent the inventions covered in such Future
        Patent
        Applications are invented solely by PureDepth or result from work performed
        under the sole direction of PureDepth.
  (b)  IGT's
        Ownership .
        IGT
        shall, for all purposes, be considered the sole and exclusive owner of all
        patent applications to the extent the inventions covered in such patent
        applications are invented solely by IGT or result from work performed under
        the
        sole direction of IGT.
  (c)  [****] Ownership .
        [****].
        Each of IGT and PureDepth may exploit any joint inventions and any patent
        applications filed thereon and any patent issuing thereon in any manner and
        without any accounting to the other, provided however that (i) PureDepth
        shall
        not license, assign, or otherwise convey any of its interest in any such
        patent
        application and any patents issuing therefrom to any party for practice,
        use, or
        commercialization in the Field of Use without the express written permission
        of
        IGT in its sole discretion, and (ii) IGT shall not license, assign, or otherwise
        convey any of its interest in any such patent application and any patents
        issuing therefrom to any party for practice, use, or commercialization outside
        the Field of Use without the express written permission of PureDepth in its
        sole
        discretion. The parties agree that, both during and after the term of this
        Agreement, they each shall take such action and execute and deliver such
        documents as are reasonably requested by the other party to evidence and
        confirm
        the foregoing provisions regarding each party's ownership rights and to
        cooperate reasonably prosecution of any patent applications with respect
        to any
        Joint Future Patent Applications. **** IGT
        shall
        be responsible for prosecution of such patent applications subject to
        PureDepth’s prior written approval (i) of the prosecuting attorneys, and (ii)
        the patent application prepared for filing **.**
  Section
        5.02  Third
        Party Infringement .
        IGT
        shall promptly inform PureDepth of any infringement of any Licensed
        Intellectual Property by a third party. During the term of this Agreement,
        PureDepth and IGT each shall have the right to institute an action for
        infringement of the
        Licensed Intellectual Property against
        such third party subject to the following:
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 (i)  PureDepth
        may institute suit, and, at its option, join IGT as a plaintiff. If PureDepth
        decides to institute suit, then it shall notify IGT in writing. If IGT does
        not
        notify PureDepth in writing within fifteen (15) days after the date of the
        notice from PureDepth, that it will join in enforcing the Licensed Intellectual
        Property pursuant to the provisions hereof, PureDepth shall bear the entire
        cost
        of such litigation and shall be entitled to retain the entire amount of any
        recovery or settlement;
  (ii)  If
        PureDepth opts not to institute suit as described in (i), IGT and PureDepth
        may
        agree to institute suit jointly, and in such case, the suit shall be brought
        in
        both their names, the out-of-pocket costs thereof shall be borne equally,
        and
        any recovery or settlement shall be shared equally. IGT and PureDepth shall
        agree to the manner in which they shall exercise control over such action.
        PureDepth may, if it so desires, also be represented by separate counsel
        of its
        own selection, the fees for which counsel shall be paid by
        PureDepth;
  (iii)  If
        PureDepth notifies IGT that it has decided not to institute a suit in accordance
        with (i) and in the absence of agreement to institute a suit jointly, as
        provided in (ii) above, IGT may institute suit and, at its option, join
        PureDepth as a plaintiff. IGT shall bear the entire cost of such litigation
        and
        shall be entitled to retain the entire amount of any recovery or settlement;
  (iv)  Should
        either PureDepth or IGT commence a suit under the provisions of this Section
        5.02, and thereafter elect to abandon the same, such party shall give timely
        notice to the other party who may, if it so desires, continue prosecution
        of
        such suit, provided, however, that the sharing of expenses and any recovery
        in
        such suit shall be as agreed upon between PureDepth and IGT ;
  (v)  Notwithstanding
        the terms of (ii), (iii) and (iv) above, PureDepth reserves the right to
        control
        an action insofar as a claim of invalidity is made by a third party as to
        the
        PureDepth Patents.
  Section
        5.03  Intellectual
        Property Review by IGT and Maintenance Rights .
        PureDepth shall have the right to prosecute and maintain the Licensed
        Intellectual Property, including but not limited to the PureDepth Patent
        Applications and PureDepth Patents. PureDepth shall provide IGT with copies
        of
        proposed responses to any substantive action of any intellectual property
        office
        at least 30 days prior to the unextended filing deadlines for such responses,
        if
        applicable, and IGT shall have the right to make reasonable changes to such
        responses. PureDepth shall also provide IGT with copies of any proposed
        PureDepth Patent Applications prior to filing and IGT shall have the right
        to
        make reasonable changes to such PureDepth Patent Applications. For
        non-provisional Patent Applications having a bar date, past which US or non-US
        patent rights will be lost if a Patent Application is not filed, PureDepth
        will
        provide copies of such Patent Applications to IGT at least 30 days prior
        to any
        such bar date. [****]. PureDepth shall bear the expense of such filing,
        prosecution and maintenance, except [****] in which case IGT shall be solely
        responsible for expenses incurred in prosecution and maintenance.
  Section
        5.04.  Invalidity
        of Patents .
        In the
        event all Core Patents of PureDepth are invalidated on a final, non-appealable
        judgment, this Agreement shall be terminated and IGT shall have no further
        royalty obligation as of the date of such judgment. If, however, one or more
        (but not all) PureDepth Core Patents are invalidated, PureDepth and IGT shall
        confer in good faith to equitably adjust, if appropriate, the royalty schedule
        set forth in Section 4.02. If the parties cannot reach an agreement on the
        royalty **** schedule
        within sixty (60) days of the commencement of such discussion, then the subject
        matter shall be submitted to arbitration as set forth under
        9.06(b).
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 Section
        5.05  Marking .
        IGT
        agrees to mark the Licensed Products (or their labels) with the numbers of
        the
        applicable PureDepth Patents .
  Section
        5.06  PureDepth
        License to IGT Improvement Patents .
        PureDepth shall have a fully paid up non-exclusive worldwide license to make,
        have made, use, market, distribute, Sell, offer to Sell, import, and export
        products under all patents and patent applications owned by IGT (as specified
        in
        Section 5.01(b)) claiming MLD Technology, which are filed after the Effective
        Date and do not claim priority to any patent applications filed prior to
        the
        Effective Date. [****]. Nothing in this section 5.06 grants PureDepth a license
        to exploit any other IGT patent.
 
  **6.**
              **Technology
                  Transfer**
  Section
        6.01  During
        the term of the Agreement, PureDepth shall, in the manner set forth in Exhibit
        C, disclose and make available to IGT all information available to PureDepth
        regarding the MLD Technology and related technology necessary to implement
        the
        MLD Technology in the Licensed Products. In this regard, PureDepth shall
        provide
        training to IGT personnel. Such training shall commence and proceed according
        to
        the schedule provided in Exhibit C.
  Section
        6.02.  As
        set
        forth in Exhibit C and in order to facilitate face-to-face time for such
        training, IGT personnel will be sent to PureDepth facilities in Redwood City,
        California, or other suitable location, and that in further pursuance of
        such
        training PureDepth personnel will be sent to IGT facilities in Reno, Nevada.
        IGT
        shall provide reasonable meals and lodging for all times that any PureDepth
        personnel are visiting IGT facilities, and IGT will assume responsibility
        for
        the meals and lodging for all times that any IGT personnel are visiting
        PureDepth facilities. All travel costs for travel by IGT and PureDepth personnel
        shall be borne by IGT. PureDepth shall provide office space and desks for
        IGT
        representatives, as well as phone/fax and Internet access during the periods
        of
        Technology Transfer. Free use of PureDepth’s facilities and materials will be
        provided during this time by PureDepth. In like manner, IGT will provide
        free
        use of its facilities to visiting PureDepth personnel during periods of
        Technology Transfer.
  Section
        6.03.  Maintenance .
        PureDepth shall provide continuous ongoing maintenance to IGT for all initial
        and later developed aspects of MLD Technology, as may be reasonable. Such
        maintenance shall include all necessary error detection and correction, and
        troubleshooting. Support shall mean assistance and training provided by
        PureDepth in familiarizing IGT R&D personnel with the items and information
        as delivered, and shall include reasonable levels of technical support in
        the
        use of all supplied items, and responses to IGT inquiries and reports of
        problems. In this regard, PureDepth further agrees to provide IGT with fixes
        and
        corrections that may be developed by PureDepth for use with the MLD Technology.
        Any such fixes, including release notes and any other pertinent documentation,
        shall be provided to IGT either within thirty (30) days of their completion
        internally at PureDepth or prior to installation in the field anywhere in
        the
        world, whichever shall come first. This provision shall not apply to field
        trials or prototypes under the full control of PureDepth. PureDepth shall
        provide to IGT improvements and/or upgrades of the items containing new features
        and/or functions, such as may be developed by PureDepth from
        time-to-time.
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 Section
        6.04  Solicitation . **** IGT
        and
        PureDepth hereby agree that neither party shall **** directly hire as
        its own employee(s) any current or future employees of the other party,
        including all technical personnel, during
        the term of this Agreement and **** for
        a
        period of at least five (5)
        years
        from the termination or expiration of this Agreement ,
        except
        as may be mutually agreed upon between the parties ;
        except
        where such prospective employee responds to general advertisements. **** The
        provisions contained in this Section 6.04 **** shall
        apply *mutatis
        mutandis* to Affiliates .
 
  **7.**
              **Representations
                  and Warranties**
  Section
        7.01  Representations
        and Warranties of IGT .
        IGT
        represents and warrants to PureDepth as of the Effective
        Date **** that:
  (a)  Corporate
        Organization, Good Standing, Etc.  IGT
        is a
        corporation duly incorporated, validly existing and good standing under the
        laws
        of the State of Nevada, and has all corporate power and authority to own,
        lease
        and operate its properties and to carry on its businesses as currently conducted
        and as proposed to be conducted. IGT
        has
        all necessary corporate power and authority to enter into this Agreement
        and to
        perform its obligations hereunder.
  (b)  Due
        Authorization, Etc. This
        Agreement has been duly authorized, executed and delivered by IGT and
        constitutes the legal, valid and binding obligation of IGT, enforceable against
        it in accordance with its terms, subject to any applicable bankruptcy,
        insolvency, reorganization, moratorium or similar laws affecting creditors'
        rights generally, and general principles of equity.
  (c)  No
        Conflict .
        The
        execution and delivery by IGT of this Agreement and the consummation of the
        transactions contemplated hereby do not violate or conflict with the Articles
        of
        Incorporation or Bylaws of IGT, any material contract, agreement or decree,
        order or award of any court, governmental body or arbitrator by which IGT
        is
        bound or any law, rule or regulation applicable to IGT.
  (d)  Consents
        and Approvals .
        No
        consent, approval or authorization of, or exemption by, or filing with, any
        governmental or regulatory authority or any non-governmental person is required
        in connection with the execution, delivery or performance by IGT of this
        Agreement or the consummation of the transactions contemplated hereby.
  Section
        7.02  Representations
        and Warranties of PureDepth .
        PureDepth represents and warrants to IGT as of the Effective
        Date **** that:
  (a)  Due
        Organization, Good Standing, Etc. PureDepth is a corporation duly incorporated, validly existing and good standing
        under the laws of the State of Delaware ,
        and has
        all corporate power and authority to own, lease and operate its properties
        and
        to carry on its businesses as currently conducted and as proposed to be
        conducted. PureDepth has all necessary corporate power
        and
        authority to enter
        into this Agreement, to grant the rights to be granted to IGT hereunder and
        to
        perform its obligations hereunder.
  (b)  Due
        Authorization, Etc.  This
        Agreement has been duly authorized, executed and delivered by PureDepth
        and **** constitutes
        the legal, valid and binding obligation of PureDepth ,
        enforceable against it in accordance with its terms, subject to any applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
        creditors ’ rights
        generally, and general principles of equity.
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 (c)  No
        Conflict .
        The
        execution and delivery by PureDepth of this Agreement and the consummation
        of
        the transactions contemplated hereby do not violate or conflict with the
        Articles of Incorporation or Bylaws of PureDepth, any material contract,
        agreement or decree, order or award of any court, governmental body or
        arbitrator by which PureDepth is bound or any law, rule or regulation applicable
        to PureDepth. Without limiting the generality of the foregoing, PureDepth
        has
        not entered into, and will not enter into, any agreement granting rights
        to any
        person which will conflict with or be  a
        breach
        of PureDepth’s obligations **** hereunder.
        Further, PureDepth is not a party to any other agreements that would require
        any
        third-party consents, waivers or authorizations needed for PureDepth to grant
        the items and rights provided in this Agreement.
  (d)  Ownership
        of Licensed Technology .
        PureDepth is the owner
        of
        or licensee of PureDepth Patents **** and
        has
        full power and authority to grant the rights and licenses granted to IGT.
        Further, the PureDepth
        Patents are **** not,
        as
        of the Effective Date, subject to any lien or other encumbrance that would
        affect the ability of IGT to exercise
        the rights granted to IGT by PureDepth herein .
  (e)  Validity
        of Patents .
        All of
        the PureDepth Patents are currently in compliance with all formal legal
        requirements (including payment of filing, examination and maintenance fees
        and
        proofs of working or use), and, to the best of PureDepth’s knowledge, are valid
        and enforceable.
  (f)  No
        Interference .
        [****]
        and PureDepth is currently unaware
        of any potentially interfering patent or patent application of any person
        with
        respect to the PureDepth Patents.
  (g)  No
        Infringement .
        [****] PureDepth is currently  unaware
        of any patent or other proprietary rights of any third party that would be
        infringed by the use of the MLD Technology.
  (h)  Full
        Rights to Practice MLD Technology .
        By this
        Agreement, PureDepth has granted IGT a License under all intellectual property
        it owns, controls or has licensed as necessary to practice the make use of
        the
        Licensed Intellectual Property and Gaming Machines and Administrative Machines
        as set forth in Section 3.01.
   **8.**
              **Indemnification**
  Section
        8.01  Indemnification
        with regard to infringement claims .
        PureDepth will assume the defense of any suit brought against IGT or [****],
        for
        [****] insofar as such suit is based upon a claim that the [****] is
        attributable to IGT’s application without substantial modification of such MLD
        Technology supplied under this Agreement. In any such suit, PureDepth will
        indemnify IGT against any money damages or costs awarded in such suit in
        respect
        to such a claim.
  Section
        8.02  Indemnification
        Procedures for Third-Party Claims .
        The
        obligations of PureDepth stated in Section 8.01 apply only if (a) IGT shall
        inform PureDepth in writing within fifteen (15) days of receiving any claim
        within the scope of Section 8.01 and (b) IGT assists PureDepth in all necessary
        respects in conduct of the suit.  PureDepth
        may assume control of the defense of any such claim; provided, however, that
        the
        IGT may, at its own cost and expense, participate through its attorneys or
        otherwise, in such investigation, trial and defense of such claim and any
        appeal
        arising therefrom. PureDepth shall not settle any such claim without IGT’s prior
        written consent (which consent shall not be unreasonably withheld or delayed),
        unless such settlement would not subject IGT to any liability (e.g., the
        settlement is solely for monetary damages for which IGT is fully indemnified
        under this Agreement). If PureDepth does not assume full control over the
        defense of a claim pursuant to this Section 8.02, then PureDepth may participate
        in such investigation, defense or trial, solely at its cost and expense,
        and IGT
        shall have the right to defend or settle such claim in such manner as IGT
        deems
        appropriate, subject to the consent of PureDepth which shall not be unreasonably
        withheld or delayed, solely at the cost and expense of PureDepth.
  10
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 Section
        8.03  PureDepth’s
        Total Liability. PureDepth’s total liability to incur out-of-pocket costs in the
        defense of any suit or suits and to pay damages awarded in any suit or suits
        shall be limited to the amount theretofore paid to PureDepth by IGT under
        this
        Agreement, but not exceeding $[****].
  **9.**
              **Miscellaneous
                  Provisions**
  Section
        9.01  Confidentiality .
        Each
        party ( as a “Disclosing Party”) is willing to disclose to the other party ( as
        a “ Receiving
        Party” )
        such
        party’s Confidential Information (as defined herein) pursuant to the
        following:
  (a)
        “Confidential Information” means IGT’s confidential and proprietary information,
        including trade secrets related to the use of transparent displays; and
        PureDepth’s confidential and proprietary information, including trade secrets
        related to multi-layer displays and manufacturing methods for multi-layer
        display monitors. Confidential Information may further include but is not
        limited to the following: contractual provisions, discoveries, ideas, concepts,
        know-how, techniques, designs, specifications, drawings, blueprints, diagrams,
        flowcharts, data, costs, prices, customer lists, marketing plans, goals,
        sales
        figures, revenues and profits and shall expressly include the nature and
        existence of this Agreement as well as any information directly derived from
        the
        Confidential Information.
  (b)
        Each
        party, as the Disclosing Party may deliver written disclosures of Confidential
        Information to the other party as the Receiving Party. All such disclosures
        are
        agreed to fall within the terms of this Agreement and shall be marked
“Confidential”, “Proprietary”, or such other similar language. Disclosures of
        Confidential Information delivered absent such marking shall be deemed
        Confidential Information if delivered under circumstances that reasonably
        suggest the confidential nature of the information.
  (c)
        Each
        party, as the Disclosing Party, may orally communicate Confidential Information
        to the other party as the Receiving Party. In the event such oral communication
        of Confidential Information is made, the Disclosing Party shall draft a document
        for the purpose of reducing such Confidential Information to writing and
        identifying the date, time and individual representatives privy to the
        disclosure. The document shall be marked “Confidential”, “Proprietary”, or such
        other similar language, and delivered to the Receiving Party within ten (10)
        business days of the disclosure. Disclosures of Confidential Information
        not
        reduced to writing shall be deemed Confidential Information if delivered
        under
        circumstances that reasonably suggest the confidential nature of the
        infomation.
  (d)
        The
        parties shall provide the respective standard of care used by each party
        in the
        protection of their own Confidential Information (but in no event less than
        a
        reasonable standard of care), and not disclose to any third party any
        Confidential Information. Confidential Information shall not include the
        following:
  (i)  information
        which, at the time of disclosure, is in the public domain or which, after
        disclosure, becomes part of the public domain by publication or otherwise
        through no action or fault of the Receiving Party; or
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 (ii)  information
        that the Receiving Party can show (by means of written record) was in its
        possession or known to the party prior to the time of disclosure and was
        not
        acquired, directly or indirectly, from the Disclosing Party, or
  (iii)  information
        that was received by the Receiving Party from a third party having no legal
        prohibition preventing the third party from disclosing the information;
        or
  (iv)  information
        that is independently developed by the Receiving Party without any knowledge
        or
        use of the Confidential Information communicated under this
        Agreement.
  (e)
        Confidential Information may be disclosed by the Receiving Party to a third
        party if the disclosure is in response to a valid subpoena or order by a
        court
        of competent jurisdiction or by a governmental body, provided that the Receiving
        Party so required to disclose the Confidential Information advises the
        Disclosing Party promptly upon becoming aware that the Confidential Information
        is subject to disclosure, does nothing to prevent the Disclosing Party from
        intervening in any proceeding to protect its rights under this Agreement,
        uses
        commercially reasonable efforts to resist disclosure, and if unsuccessful,
        to
        obtain an appropriate protective order. Disclosures made under these
        circumstances shall be made only to the named authority requiring the
        disclosure.
  (f)
        The
        parties shall not, without the written permission of the other, use the
        Confidential Information of the other for any reason other than for the
        performance of this Agreement. Should any portion of the Confidential
        Information reach the public domain, the Parties shall not add to the public
        domain through their knowledge of the Confidential Information and shall
        continue to maintain that portion of the Confidential Information not yet
        in the
        public domain as confidential. The Receiving Party shall not reverse engineer
        or
        disassemble any Confidential Information nor any products related to the
        Confidential Information of the Disclosing Party.
  (g)
        The
        parties reserve unto themselves all rights under their respective Confidential
        Information as their absolute property and under patent, trademark, trade
        secret
        and copyright laws relating to the Confidential Information they own, including
        the rights to file patent and trademark applications, obtain patents and
        trademarks, and file and obtain copyright registrations relating to their
        Confidential Information. Both parties agree and understand that each party
        shall have all the rights and remedies available to it under patent, trademark,
        trade secret and copyright law.
  (h)
        It is
        understood by the parties that this Agreement does not constitute a sale,
        license or any other grant to make, use or sell the Confidential Information,
        other than as specified herein.
  (i)
        The
        parties shall limit disclosure of Confidential Information to employees and
        independent contractors in their organization on a need-to-know basis, only,
        in
        order to accomplish the purposes of this Agreement. The Confidential Information
        shall only be provided to employees who are informed of the obligations of
        confidentiality hereunder and who are bound to protect the confidentiality
        of
        such Confidential information. Other than employees meeting the above
        requirements, neither the existence of this Agreement nor the nature of the
        discussions between the parties shall be disclosed to any third party.
  (j)
        The
        parties shall return to the other within a reasonable period of time all
        materials containing Confidential information and any other materials provided
        under this Agreement, including but not limited to written information, copies,
        reports, papers, surveys, letters, lists, drawings, computer printouts,
        blueprints, manuals, software and firmware, that were delivered to the party,
        upon request by the other or upon expiration or termination of this Agreement.
        In the event materials to be returned to the Disclosing Party include
        confidential information of the Receiving Party, the Receiving Party may
        optionally elect to have all such materials destroyed and to certify, in
        writing
        to the Disclosing Party, that all such materials were destroyed.
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 (k)
        Receiving Party’s obligation under this Section with respect to any particular
        Confidential Information, shall survive the expiration or termination of
        this
        Agreement and violations of such shall remain actionable.
  (l)
        Both
        parties acknowledge that due to the unique nature of the Confidential
        Information, there can be no adequate remedy at law for any breach of its
        obligations hereunder, that any such breach may allow the Receiving Party
        or
        third parties to unfairly compete with the Disclosing Party resulting in
        irreparable harm to the Disclosing Party, and therefore, that upon any breach
        or
        any threat thereof, the Disclosing Party shall be entitled to seek and obtain
        injunctive relief in addition to whatever remedies it might have at law or
        equity.
  Section
        9.02  Regulatory
        Compliance .
        [****]
  Section
        9.03.  Control
        of Personnel .
        PureDepth and IGT shall at all times retain the administrative supervision
        of
        their respective personnel during visits to each other’s facilities. PureDepth
        and IGT’s personnel shall, while on location of the other party or the other
        party’s Affiliates, comply with the other party’s or the other party’s
        Affiliates’ rules and regulations with regard to safety and security. PureDepth
        and IGT agree to indemnify each other from any claims or demands, including
        the
        costs, expenses and reasonable attorney’s fees incurred on account thereof; that
        may be made by anyone for personal injury or property damage resulting from
        the
        acts or omissions of the other’s personnel.
  Section
        9.04. Successors
        and Assigns; Assignment .
  (a)  Neither
        party may assign this Agreement without
        the prior written consent of the
        other
        party, except to an Affiliate or in the case of a merger, acquisition or
        sale of
        assets.
  (b)  If
        PureDepth decides to sell or otherwise transfer any of the Licensed
        Intellectual, PureDepth shall provide a thirty (30) day advance written notice
        to IGT of its intended disposition and PureDepth shall give IGT [****]. In
        its
        agreement documenting such disposition, PureDepth shall specifically cause
        the
        purchaser or transferee, as the case may be, to assume the licenses granted
        to
        IGT hereunder.
  (c)  [****],
        PureDepth and IGT shall confer in good faith to equitably adjust, if
        appropriate, the royalty schedule set forth in Section 4.02. If the parties
        cannot reach an agreement on a new royalty schedule within sixty (60) days
        of
        the commencement of such discussion, then the subject matter shall be submitted
        to arbitration as set forth under 9.06(b).
  Section
        9.05. Relationship
        of Parties .
  (a)  It
        is
        understood that the parties hereto are independent entities engaged in the
        conduct of their own respective endeavors. No party is to be considered the
        agent or employee of the other for any purpose. In all matters relating to
        this
        Agreement, each party hereto will be solely responsible for the acts of its
        employees and agents, and employees or agents of one party shall not be
        considered employees or agents of the other party. No party will have any
        right,
        power or authority to create any obligation, express or implied, on behalf
        of
        any other party nor shall either party act or represent or hold itself out
        as
        having authority to act as an agent or partner of the other party, or in
        any way
        bind or commit the other party to any obligations. Nothing in this Agreement
        is
        intended to create or constitute a joint venture, partnership, agency, trust
        or
        other association of any kind between the parties or persons referred to
        herein.
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 (b)  IGT
        shall
        be responsible for all acts of any Affiliate of IGT
        in connection with this Agreement, and any breach of this Agreement by any
        IGT
        entity shall be deemed a breach by IGT. PureDepth shall be responsible for
        all
        acts of any Affiliate of
        PureDepth in connection with this Agreement, and any breach of this Agreement
        by
        any PureDepth entity shall be deemed a breach by PureDepth.
  (c)  Except
        as
        set forth herein, this Agreement will not confer any rights or remedies on
        any
        party, person or third party other than IGT, PureDepth, and their respective
        successors and permitted assigns.
  Section
        9.06. Governing
        Law; Dispute Resolution; Jurisdiction .
  (a)  This
        Agreement shall be deemed to be executed and performed in the United States
        of
        America, State of California, County of San Francisco, and shall be construed
        in
        accordance with the laws of the State of California as to all matters,
        including, but not limited to, matters of validity, construction, effect
        and
        performance, without regard to California law pertaining to conflicts or
        choice
        of law.
  (b)  Any
        controversy or claim arising out of or relating to this Agreement, or the
        breach
        thereof, shall first be addressed by the signatories to this Agreement or
        appropriate equivalents thereof from each party upon the request of any party.
        If such persons cannot settle the matter to the mutual satisfaction of all
        parties within sixty (60) days of such request, then any party may first
        submit
        the dispute to arbitration in accordance with the Rules of the American
        Arbitration Association in the City of San Francisco, California. Judgment
        upon
        the award rendered by the Arbitrators may be entered in any Court having
        jurisdiction thereof. Three qualified arbitrators shall be appointed in
        accordance with the Rules of the American Arbitration Association and this
        Agreement. Such qualified arbitrators shall be members of the Nevada or
        California Bar and shall have experience in intellectual property law
        matters.
  Section
        9.07. Amendment
        and Waiver .
        No
        amendment or waiver of any term or condition of this Agreement will be valid
        or
        binding on a party unless the same has been mutually assented to in writing
        by
        all parties. The failure of a party to enforce at any time any of the provisions
        of this Agreement, or the failure to require at any time performance by the
        other party of any of the provisions of this Agreement, or the failure of
        a
        party to exercise any of its rights or remedies under this Agreement, will
        in no
        way be construed to be a present or future waiver of such provisions, rights,
        or
        remedies, nor in any way affect the ability of a party to enforce each and
        every
        provision thereafter. Rather, the same will be and remain in full force and
        effect.
  Section
        9.08. Severability . If
        any
        provision of this Agreement or
        portion thereof, or the application thereof to any person or circumstances
        or in
        any country or countries, shall be held to any extent **** invalid
        or unenforceable ,
        the
        remainder of this Agreement (or of such provision) and the application thereof
        to other persons or circumstances or in other countries appropriate and
        applicable shall not be affected thereby.
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 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 Section
        9.09. Notices .
  (a)  All
        notices pertaining to or required by this Agreement shall be in writing and
        shall be signed by an authorized representative. Notices shall be sent by
        facsimile (confirmed receipt) or delivered by hand or sent by certified mail,
        return receipt requested, with postage prepaid, or sent by overnight courier
        to
        the addresses set forth as follows:
  If
        to
        IGT, such notices shall be delivered to:
 
 Randy
        Hedrick
 Sr.
        V.P.,
        IGT-Labs
 IGT
 9295
        Prototype Drive
 Reno,
        NV
        89521
  with
        copies to:
 
 Keith
        Moore
 Assistant
        General Counsel
 IGT
 9295
        Prototype Drive
 Reno,
        NV
        89521
  If
        to
        PureDepth, such notices shall be delivered to:
  __________________________
 CFO
 PureDepth ,
        Inc.
 255
        Shoreline Drive, Suite 610
 Redwood
        City, California, 94065
 with
        copies to:
 
 Stacy
        Snowman
 Attorney
        at Law
 DLA
        Piper
        Rudnick Gray Cary US LLP
 153
        Townsend Street, Suite 800
 San
        Francisco, CA 94107-1957
  
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  (b)  Any
        party
        may change its official notice address or addresses by notice in writing
        given
        to every other party.
  Section
        9.10.  Construction .
        The
        parties have each materially and fully participated in the negotiation and
        drafting of this Agreement and each has had this Agreement reviewed by
        respective counsel. Accordingly, this Agreement shall not be strictly construed
        or interpreted against any party.
  Section
        9.11.  Counterparts .
        This
        Agreement may be executed in counterparts, each of which shall be deemed
        an
        original instrument and all of which together shall constitute one and the
        same
        instrument.
  Section
        9.12.  Rights
        and Remedies .
        In the
        event of any breach of or default under this Agreement by either
        party **** may
        suffer irreparable harm and have no adequate remedy at law. In the event
        of any
        such breach or default, or any threat of such breach or default, either
        party **** will
        be
        entitled to injunctive relief, specific performance and other equitable relief.
        Further, in any legal action or other proceeding in connection with this
        Agreement (e.g., to recover damages or other relief), either
        party **** will
        be
        entitled to recover, in addition to any other relief to which it may be
        entitled, its reasonable attorneys **’** fees and
        other costs incurred in that action or proceeding. The rights and remedies
        of either
        party **** under
        this Section 9.12 **** are
        in
        addition to, and not in lieu of, any other right or remedy afforded to either
        party **** under
        any
        other provision of this Agreement, by law or otherwise.
  Section
        9.13. Force
        Majeure .
        Neither
        party will be responsible to the other for delay or failure in performance
        of
        any of the obligations imposed by this Agreement, provided that, such failure
        will be occasioned by fire, flood, explosion, lightning, windstorm, earthquake,
        subsidence of soil, failure of machinery or equipment or supply of materials,
        discontinuity in the supply of power, court order or governmental interference,
        civil commotion, riot, act of terrorism, war, strikes, labor disturbances,
        transportation difficulties, labor shortage, natural genetic variations of
        any
        living matter or by any cause of like or unlike nature beyond the reasonable
        control and without the fault or negligence of such parties.
  Section
        9.14. Survival .
        The
        provisions of Sections 4 (“Royalties, Payments and Reporting (Accounting and
        Audit)”), including PureDepth’s right to conduct the final audit as specified in
        Section 4.03(d) within one (1) year of termination of this Agreement, and
        2.03
        (“Effect of Termination”) shall survive any termination of this
        Agreement.
  Section **** 9.15. **** Entire
        Agreement .
        This
        Agreement constitutes the entire agreement between the parties pertaining
        to the
        subject matter contained herein and supersedes all prior and contemporaneous
        agreements, representations, and understandings of the parties, both oral
        and
        written. This Agreement may not be amended, except by writing signed by the
        party against whom such amendment is sought to be enforced.
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 This
        Agreement shall be effective as of October 13th, 2006.
  IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers thereof or authorized representatives.
 
 
 IGT,
                  Inc.
              PureDepth,
                  Inc.By:___/s/___________________________
              By:__/s/___________________________Name:
                  Stephen W. Morro
              Name:
                  Fred AngelopoulosTitle:
                  President, Gaming Division
              Title:
                  CEODate:_____________________________
              Date:_____________________________
 
 
 
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            TREATMENT REQUESTED - REDACTED
            COPY**
  **EXHIBIT
        A**
 
 
 [****]
 
 
 18
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED
            COPY**
  **EXHIBIT
        B**
 
 **EXISTING
        PUREDEPTH PATENTS**
 
 **PureDepth
                  File Ref**
              **Title**
              **Publication/Grant
                  Number**
              **Application
                  Number**
              **Country****P001AU**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              
              2003213467
                  (previously 82482/98)
              Australia**P001CA**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              2,320,694
              2320694
              Canada**P001IL**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              
              137628
              Israel**P001JP**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              3335998
              3335998
              Japan**P001MX**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              234895
              7616
              Mexico**P001NZ**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              505800
              505800
              New
                  Zealand**P001SG**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              74918
              2000
                  04117-8
              Singapore**P001US**
              A
                  multi layer display device and method for displaying images on
                  such a
                  device
              6,906,762
              09/622535
              USA**P002AU**
              Control
                  of Depth Movement for Visual Display with Layered Screen
              769120
              2002338626
              Australia**P002EP**
              Control
                  of Depth Movement for Visual Display with Layered Screen
              1212745
              00955194.6
              Europe**P002NZ**
              Control
                  of Depth Movement for Visual Display with Layered Screen
              518200
              518200
              New
                  Zealand**P003AU**
              Display
                  method for Multiple Layered Screens
              769103
              67427/00
              Australia**P003NZ**
              Display
                  method for Multiple Layered Screens
              518199
              518199
              New
                  Zealand**P004AU**
              Interactive
                  three dimensional display with layered screens
              766049
              63265/00
              Australia
  19
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 **P004NZ**
              Interactive
                  three dimensional display with layered screens
              516965
              516965
              New
                  Zealand**P005CN**
              Altering
                  surface of a display from Matt to Optically smooth.
              ZL
                  01820567.4
              01820567.4
              China**P005NZ**
              Altering
                  surface of a display from Matt to Optically smooth.
              508258
              508258
              New
                  Zealand**P005SG**
              Altering
                  surface of a display from Matt to Optically smooth.
              200303020-2
              200303020-2
              Singapore**P005TW**
              Altering
                  surface of a display from Matt to Optically smooth.
              NI-169308
              89126584
              Taiwan**P006AU**
              Improved
                  Display
              740574
              25542/99
              Australia**P006NZ**
              Improved
                  Display
              
              505801
              New
                  Zealand**P006SG**
              Improved
                  Display
              74917
              2000
                  04116-0
              Singapore**P009NZ**
              Dual
                  Layer stereoscopic liquid crystal display
              517712
              517712
              New
                  Zealand**P010NZ**
              Enhanced
                  viewing experience of a display through localised dynamic control
                  of
                  ground lighting level
              
              517713
              New
                  Zealand**P012AU**
              Data
                  display for multiple layered screens
              
              769107
              Australia**P012NZ**
              Data
                  display for multiple layered screens
              
              518198
              New
                  Zealand**P013NZ**
              Multi
                  View Display
              
              521505
              New
                  Zealand**P014NZ**
              Backlighting
                  System for Display Screen
              
              526028
              New
                  Zealand**P014US**
              Backlighting
                  System for Display Screen
              
              7095180
              USA**P015US**
              Three
                  Dimensional Optical Viewing System
              
              5086354
              USA**P016US**
              Three
                  Dimensional Optical Viewing System
              
              5589980
              USA**P017US**
              Optical
                  Viewing system for Asynchronous Overlaid Images
              
              5956180
              USA**P018NZ**
              Depth
                  Fused Display
              
              515395
              New
                  Zealand**P019NZ**
              Improvement
                  to Instrumentation
              514119
              514119
              New
                  Zealand**P019NZA**
              Improvement
                  to Instrumentation
              
              527910
              New
                  Zealand**P020NZ**
              Layered
                  Assignment Interface
              
              525956
              New
                  Zealand
  20
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 **P020NZA**
              Layered
                  Assignment Interface
              
              541868
              New
                  Zealand**P022NZ**
              Optical
                  Retarder
              
              511255
              New
                  Zealand**P023NZ**
              Visual
                  Display Unit Illumination
              514500
              514500
              New
                  Zealand**P023NZA**
              Visual
                  Display Unit Illumination
              532447
              532447
              New
                  Zealand**P024NZ**
              Information
                  Display
              
              511444
              New
                  Zealand**P024SG**
              Information
                  Display
              
              200306381-5
              Singapore**P026NZ**
              Visual
                  Display System
              
              511120
              New
                  Zealand
 
 
 
 
 21
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED
            COPY**
  **EXHIBIT
        C**
  **TECHNOLOGY
        TRANSFER**
 
 This
        Exhibit outlines an Agenda for Technology Transfer and Instruction. Any other
        Agenda may be substituted upon mutual agreement between IGT and PureDepth,
        with
        PureDepth to provide personnel necessary for an effective transfer.
 
 Objectives
        of Technology Transfer: IGT desires to learn [****]. In particular, IGT desires
        to learn [****].
  Technology
        Transfer and Instruction includes transfer of any PureDepth manuals and data
        pertinent to the display technology, including review and copying of all
        PureDepth technical and manufacturing specifications for producing MLD
        Technology displays for incorporating in Licensed Products. It is contemplated
        that the Technology Transfer will include [****].
 
 Transfer
        includes:
  Promptly
        following the Effective Date, and in any event no more than fifteen (15)
        business days thereafter, PureDepth will deliver to IGT the current manuals
        and
        data in existence in the form of documents, drawings, designs, samples or
        other
        material, in electronic form when available. Also, on mutually agreeable
        dates
        during the month of December, 2006 PureDepth shall provide technology training
        pursuant to the following:
 
 Instruction
        and Transfer :
 
 **1.**
              **Initial
                  Transfer:**
 *[****]* :
        up to
        [****] IGT representatives
 [****].
        Review and Update of PureDepth display technology
 [****].
        Facilities tour and demonstrations: includes [****]
 [****].
        Instruction to up to [****] IGT technical representatives: includes
        [****]
 [****].
        Continued
 [****].
        Continued and review of results of IGT instruction under PureDepth
        supervision
 
 *[****]* .
        up to
        [****] IGT representatives:
 Continued
        instruction and evaluation as needed.
 
 *[****]* .
        up to
        [****] IGT representatives for [***] each, if in PureDepth's reasonable
        technical judgment
 that
        such
        extension is necessary in order for IGT representatives to [****] without
 the
        assistance of PureDepth representatives.
 
 It
        is
        understood that [****] as used herein refers to [****].
 
 
 22
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 **2.
        Second Instruction & Transfer** :
 [****]
        after conclusion of First instruction as specified in the Initial Transfer:
        Agenda same as specified under 1.01 - [****].
 Objective:
        review and clarify IGT experience with PureDepth display technology
 
 **3.
        Periodic Instruction at PureDepth:** [****],
        twice per [****] until the [****] anniversary of the Effective Date, to [****]
        IGT Representatives.
 [****].
        Review of PureDepth developments and technology  update,
        including update on PureDepth’s MLD Technology
 [****].
        Consultation and advice with PureDepth key member on IGT technical development
        issues
 [****].
        Discussion and instruction of PureDepth ongoing display technology
 [****].
        Continued
 [****].
        Review and copying by IGT of relevant PureDepth technical records as
        needed.
 
 **4.
        Periodic Instruction at IGT in Nevada**
 [****]
        until the [****] anniversary of the Effective Date by [****] PureDepth technical
        representatives, with out
 of
        pocket
        costs covered by IGT including reasonable travel costs.
  
 23
 **CONFIDENTIAL
            TREATMENT REQUESTED - REDACTED COPY**
 **EXHIBIT
        D**
 
 **SPECIFICATIONS**
 
 **Design
        Pack**
 
 [****]
  
  **Manufacturing
        Pack**
  [****]
     24