Exhibit
      10.1









May
      7,
      2007




Jonathan
      J. McCaman


206
      Manor
      Place


Southlake,
      TX 76092




Re:
      Employment with PureDepth, Inc.




Dear
      Jon:




PureDepth,
      Inc. is pleased to confirm the terms of your employment as provided in the
      offer
      letter of December 19, 2006. Please confirm your acceptance by execution of
      a
      counterpart copy of this letter agreement (the "Agreement") where indicated
      below.




1. Employment. Company
      hereby affirms Employee's employment, and Employee hereby affirms his acceptance
      of employment, upon the terms and conditions set forth herein.




2. Duties .




2.1 Position. Employee
      is employed as Chief Financial Officer and shall report to and have the duties
      and responsibilities assigned by Company's Chief Executive Officer both upon
      initial hire and as may be reasonably assigned from time to time. Employee
      shall
      perform faithfully and diligently all duties assigned to Employee.




2.2 Best
      Efforts/Full-time. Employee
      will expend Employee's best efforts on behalf of Company, and will abide by
      all
      policies and decisions made by Company, as well as all applicable federal,
      state
      and local laws, regulations or ordinances. Employee will act in the best
      interest of Company at all times. Employee shall devote Employee's full business
      time and efforts to the performance of Employee's assigned duties for
      Company.




3. Term .




3.1 Term. The
      employment relationship pursuant to this Agreement shall be on an at-will basis
      and may be terminated by the Company or the Employee at any time, for any reason
      subject to the provisions regarding termination as set forth in section 7
      below.




3.2 Start
      Date. Employee's
      employment with the Company began as of January 8, 2007.






**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**





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4. Compensation.




4.1 Base
      Salary. As
      compensation for Employee's performance of Employee's duties hereunder, Company
      shall pay to Employee a base salary of $175,000.00 per year, payable in
      accordance with the normal payroll practices of Company, less required
      deductions for state and federal withholding tax, social security and all other
      employment taxes. In the event Employee's employment under this Agreement is
      terminated by either party, for any reason, Employee will earn the Base Salary
      pro rated to the date of termination. Employee's Base Salary shall be subject
      to
      review by the CEO/Board on an annual basis.




4.2 Equity. Subject
      to approval by the Board, Employee will be granted a stock option to purchase
      500,000 shares of Company common stock. The exercise price of the Option
      will be equal to the fair market value of the Company's common stock on your Option
      grant date. The Option will also be subject to the terms and conditions of
      the Company's
      E2006 Stock Plan and form of stock option agreement, which you will be required
      to sign as a condition of receiving the Option. Subject to Employee's continued
      employment, the Option shall vest as follows: a three (3) year vesting period
      with the Option
      vesting in equal quarterly installments with an initial cliff vesting period
      of
      six (6) months.




4.3 Bonus. Employee
      shall be eligible for an annual bonus per the terms and requirements
      of the Company's senior management bonus plan. The annual bonus shall
      be
      in an amount up to and shall not exceed fifty percent (50%) of Employee's then
      current annul base salary.




4.4 Customary
      Fringe Benefits. Employee
      will be eligible for all customary and usual fringe benefits generally available
      to employees of Company subject to the terms and conditions of Company's current
      benefit plans as operated for all U.S. resident staff by Administaff. Company
      reserves the right to change or eliminate the fringe benefits on a prospective
      basis, at any time.




5. Relocation
      Allowance.




5.1 Relocation
      Allowance. The
      Company will reimburse Employee for reasonable expenses incurred in relocating
      from Southlake, Texas to the San Francisco Bay Area and such relocation to
      be
      completed by a date to be mutually determined by the Employee and the Company.
      Such relocation expenses shall not exceed $25,000. All such expenses shall
      be
      submitted with proper documentation within the agreed upon time
      period.




6. Business
      Expenses. Employee
      will be reimbursed for all reasonable, out-of-pocket business expenses incurred
      in the performance of Employee's duties on behalf of Company. To obtain
      reimbursement, expenses must be submitted promptly with appropriate supporting
      documentation in accordance with Company's policies.






**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**





2







7. Termination
      of Employee's Employment.




7.1 Termination
      for Cause by Company. Although
      Company anticipates a mutually rewarding employment relationship with Employee,
      Company may terminate Employee's employment immediately at any time for Cause
      if
      the CEO/Company finds that good grounds exist for a "for cause" termination.
      For
      purposes of this Agreement, Cause shall mean (1) the Employee's theft,
      dishonesty, willful misconduct, breach of fiduciary duty for personal profit,
      or
      falsification of any Company documents or records; (2) the Employee's
      unauthorized use, misappropriation, destruction or diversion of any material
      asset or corporate opportunity of the Company (including, without limitation,
      the Employee's improper use or disclosure of the Company's confidential or
      proprietary information or his failure to abide by Company policies relating
      to
      confidentiality or reasonable workplace conduct); (3) any intentional act by
      the
      Employee which has a material detrimental effect on the Company's reputation
      or
      business, (4) any material breach by the Employee of this Agreement and any
      other agreement between the Company and Employee, including without limitation,
      the Company's Employee Proprietary Rights Agreement/Non-Disclosure Agreement,
      which breach is not cured within 15 days after Employee receives notice from
      the
      CEO specifying said breach; or (5) the Employee's conviction (including any
      plea
      of guilty or nolo contendere) of any criminal act involving fraud, dishonesty,
      misappropriation or moral turpitude, or which impairs the Employee's ability
      to
      perform his duties with the Company. In the event Employee's employment is
      terminated in accordance with this subsection 7.1, Employee shall be entitled
      to
      receive only the Base Salary then in effect, pro rated to the date of
      termination. Employee will also be permitted to retain all rights to fringe
      benefits and/or equity that had vested as of the date of his termination. All
      other Company obligations to Employee pursuant to this Agreement will become
      automatically terminated and completely extinguished. Employee will not be
      entitled to receive the Severance described in subsection 7.2
      below.




7.2 Termination
      Without Cause by Company/Severance. Company
      may terminate Employee's employment under this Agreement without Cause at any
      time. In the
      event
      of such termination, Employee will receive (i) the Base Salary then in effect, pro
      rated
      to the date of termination, and (ii) a "Severance Payment" equal to four (4) months
      of
      Employee's Base Salary then in effect on the date of termination, less applicable
      withholding, payable in accordance with the Company's standard payroll
      procedures following the effective date of the release of claims described
      in
      (b) herein. The Severance Payment (hereafter, referred to as "Severance") shall
      be provided to Employee
      subject to the following: (a) Employee complies with all surviving provisions of
      this
      Agreement as specified in subsection 12.8 below; and (b) Employee executes
      a
      full general release in a form satisfactory to the Company, releasing all
      claims, known or unknown, that Employee may have against Company arising out
      of
      or any way related to Employee's employment or termination of employment with
      Company.




7.3 Voluntary
      Resignation by Employee. Employee
      may voluntarily resign Employee's position with Company, at any time on thirty
      (30) days' advance written






**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**





3







notice.
      In the event of Employee's resignation, Employee will be entitled to receive
      only the Base Salary for the notice period. All other Company obligations to
      Employee pursuant to this Agreement will become automatically terminated and
      completely extinguished. In addition, Employee will not be entitled to receive
      the Severance described in subsection 7.2 above.




8. No
      Conflict of Interest. During
      the term of Employee's employment with Company,
      Employee must not engage in any work, paid or unpaid, that creates an actual
      conflict of interest
      with Company. Such work shall include, but is not limited to, directly
      or indirectly competing with Company in any way, or acting as an officer, director,
      employee, consultant, over 5% stockholder, volunteer, lender, or agent of any business
      enterprise of which
      is
      in direct competition with the business in which Company
      is now engaged or in which Company becomes engaged during the term of Employee's
      employment with Company, as may be determined by the Company in its sole
      discretion. If the Company believes such a conflict exists during the term
      of
      this Agreement, the Company may ask Employee to choose to discontinue the other
      work or resign employment with Company if he chooses not to discontinue the
      other work.




9. Confidentiality
      and Proprietary Rights. As
      a
      condition of employment, Employee agrees to read, sign and abide by the terms
      of
      Company's Employee Proprietary Rights Assignment Agreement/Non-Disclosure
      Agreement, which is provided with this Agreement and incorporated herein by
      reference.




10. Nonsolicitation. Employee
      understands and agrees that Company's employees and any information regarding
      Company employees are confidential and constitute trade secrets of the Company.
      Employee agrees that during the term of this
      Agreement and for a period of one (1) year after the termination of employment
      with the Company, Employee will not, separately or in conjunction with others,
      encourage or cause others to solicit or personally encourage any employees of the
      Company to terminate or alter their relationships with the Company




11. Agreement
      to Arbitrate. In
      the
      event of any dispute or claim relating to or arising out of Employee's
      employment relationship with the Company, this Agreement, or the termination
      of
      Employee's employment with the Company for any reason (including, but not
      limited to, any claims of breach of contract, defamation, wrongful termination
      or age, sex, sexual orientation, race, color, national origin, ancestry, marital
      status, religious creed,
      physical or mental disability or medical condition or other discrimination, retaliation
      or harassment), Employee and the Company agree that all such disputes shall
      be
      fully resolved by confidential, binding arbitration conducted by a single
      arbitrator through the American Arbitration Association ("AAA") under the AAA's
      National Rules for the Resolution of Employment Disputes then in effect, which
      are available online at the AAA's
      website at www.adr.orq. Claims
      for breach of the Company's Employee Proprietary
      Rights and Assignment Agreement/Non-Disclosure Agreement are
      excluded.






**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**





4







12. General
      Provisions.




12.1 Successors
      and Assigns. The
      rights and obligations of Company under this
      Agreement shall inure to the benefit of and shall be binding upon the successors
      and assigns of Company. Employee shall not be entitled to assign any of
      Employee's rights or obligations under this Agreement.




12.2 Waiver. Either
      party's failure to enforce any provision of this Agreement shall
      not
      in any way be construed as a waiver of any such provision, or prevent that
      party
      thereafter from enforcing each and every other provision of this
      Agreement.




12.3 Attorneys'
      Fees. Each
      side
      will bear its own attorneys' fees in any dispute
      unless a statutory section at issue, if any, authorizes the award of attorneys'
      fees to the prevailing party.




12.4 Severability. In
      the
      event any provision of this Agreement is found to be unenforceable by an
      arbitrator or court of competent jurisdiction, such provision shall be deemed
      modified to the extent necessary to allow enforceability of the provision as
      so
      limited, it being intended that the parties shall receive the benefit
      contemplated herein to the fullest extent permitted by law. If a deemed
      modification is not satisfactory in the judgment of such arbitrator or court,
      the unenforceable provision shall be deemed deleted, and the validity and
      enforceability of the remaining provisions shall not be affected
      thereby.




12.5 Interpretation;
      Construction. The
      headings set forth in this Agreement are for
      convenience only and shall not be used in interpreting this Agreement. This
      Agreement has been drafted by legal counsel representing Company, but Employee
      has participated in the negotiation of its terms. Furthermore, Employee
      acknowledges that Employee has had an opportunity to review and revise the
      Agreement and have it reviewed by legal counsel, if desired, and, therefore,
      the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation
      of this Agreement.




12.6 Governing
      Law. This
      Agreement will be governed by and construed in accordance with the laws of
      the
      United States and the State of California. Each party consents to the
      jurisdiction and venue of the state or federal courts in San Mateo County,
      California, if applicable, in any action, suit, or proceeding arising out of
      or
      relating to this Agreement.




12.7 Notices. Any
      notice required or permitted by this Agreement shall be in writing and shall
      be
      delivered as follows with notice deemed given as indicated: (a) by personal
      delivery when delivered personally; (b) by overnight courier upon written
      verification of receipt; (c ) by telecopy or facsimile transmission upon
      acknowledgment of receipt of electronic transmission; or (d) by certified or
      registered mail, return receipt






**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**





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requested,
      upon verification of receipt. Notice shall be sent to the addresses set forth
      below, or such other address as either party may specify in
      writing.




12.8 Survival. Sections
      8 ("No Conflict of interest"), 9 ("Confidentiality and Proprietary Rights"),
      10
      ("Nonsolicitation"), 11 ("Agreement to Arbitrate"), 12 ("General Provisions")
      and 13 ("Entire Agreement") of this Agreement shall survive Employee's
      employment by Company.




13. Entire
      Agreement. This
      Agreement, including the Company Employee Proprietary
      Rights Assignment Agreement/Non-Disclosure Agreement incorporated herein by
      reference and Company's stock option plan and related option documents described
      in subsection 4.2 of this Agreement, constitutes the entire agreement between
      the parties relating to this subject matter and supersedes all prior or
      simultaneous representations,
      discussions, negotiations, and agreements, whether written or oral. This
      Agreement may be amended or modified only with the written consent of Employee and
      the
      Board, including without limitation any changes that may be necessary to comply
      with the provisions of Section 409A of the Code, to the extent applicable.
      No
      oral waiver, amendment or modification will be effective under any circumstances
      whatsoever.




14. Authority The
      individual signing this Agreement on behalf of the Company has the authority
      to
      bind the Company to the terms of this Agreement and both parties will be
      considered bound to the terms of this Agreement upon their signatures thereto
      below.




Jon,
      we
      are excited and pleased to have you join the PureDepth team.






Sincerely,




/s/
      Fred Angelopoulos


Fred
      Angelopoulos


Chief
      Executive Officer


PureDepth,
      Inc.




Date: 
      5/14/07




Acknowledged,
      Accepted and Agreed:




/s/
      Jonathan McCaman


Jonathan
      McCaman




Date:
      5/10/07








**255
      Shoreline Drive Suite 610 Redwood City, CA 94065 Phone (650) 632-0800 Fax (650)
      632-0818**


**www.puredepth.com**








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