MINUTES

| | FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF THE SHAREHOLDERS OF
DYNAMIC DIGITAL DEPTH INC. (THE "CORPORATION") HELD ON MONDAY, APRIL 23, 2001,
AT THE HOUR OF 9:00 A.M. (PACIFIC DAYLIGHT TIME) AT 2120 COLORADO AVENUE, SUITE 100,
SANTA MONICA, CALIFORNIA. | 
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The Meeting was called to
order by Neil Speakman, director of the Corporation acting as Chairman of the
Meeting.

APPOINTMENT OF SECRETARY AND SCRUTINEER

With
the consent of the Meeting, Sara-Lane Sirey acted as Secretary and Scrutineer of
the Meeting.

NOTICE OF THE MEETING

The Chairman asked the
Secretary to present the Notice of the Meeting, and following the presentation,
advised the Meeting that proof of service of the Notice calling the Meeting had
been duly filed and he directed that a copy of the Notice with proof of service
be annexed to the Minutes of the Meeting.

SCRUTINEER'S REPORT

The Chairman declared that
the Scrutineers Report had been received and it showed that there were
four (4) registered shareholders and duly appointed proxyholders in attendance.
There were 12,913,916 common shares represented by shareholders in person and by
duly appointed proxyholders. As a result, the total common shares represented at
the meeting were 57.6% of the total 22,382,492 outstanding common shares of the
Corporation entitled to vote.

MEETING REGULARLY CONSTITUTED

The Chairman advised that a
quorum for the Meeting as prescribed by the By-Laws of the Corporation, is two
persons holding a minimum of five (5%) percent of the shares entitled to vote at
the meeting of shareholders present in person or represented by proxy. The
Chairman then advised that a quorum was present and declared the Meeting
regularly called and properly constituted for the transaction of business.

FINANCIAL STATEMENTS

The Chairman advised the
Meeting that the audited financial statements for the year ended June 30, 2000
and that copies of the same have been mailed to each registered shareholder of
the Corporation. UPON MOTION duly made, second and carried, it was resolved that
the reading of the auditors report be dispensed with.

ELECTION OF DIRECTORS

UPON MOTION duly made,
seconded and carried, it was resolved that the Board of Directors shall be fixed
at seven (7) members.

The Chairman then declared
the Meeting open for nominations. Eric Edward Dillion, Paul Jeffrey, Paul
Kristensen, Ian Macintosh, Geoffrey Roman, Neil Speakman, Christopher Yewdall
were nominated as Directors of the Corporation. The Chairman requested further
nominations, and hearing none, declared that nominations be closed.

UPON MOTION duly made,
seconded and carried, it was resolved that those nominated to be duly elected
Directors of the Corporation to hold office until the next annual general
meeting of Shareholders or until their successors are elected or appointed or
until their office is vacated in accordance with the By-Laws of the Corporation.

REAPPOINTMENT OF AUDITORS

AMENDMENT TO ARTICLES

| | 1. | the articles of the Corporation be amended pursuant to Section 167(1)(k) of the
Business Corporations Act (Alberta), to increase the maximum number of directors
permitted to comprise the board of directors to ten (10) members;
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| | 2. | the shareholders of the Corporation hereby expressly authorize any director or
officer of the Corporation to exercise their discretion as circumstances may
require to revoke this resolution before it is acted upon without requiring the
further approval of the shareholders of the Corporation in that regard; and
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| | 3. | any director or officer of the Corporation is hereby authorized and directed to
prepare and file the aforementioned amendments to the Articles of the
Corporation with Alberta registries, and to update the corporate records
accordingly.
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APPROVAL OF THE ADOPTION OF A NEW STOCK OPTION PLAN

A MOTION duly made, seconded and carried, it was resolved by ordinary resolution that:

| | 1. | section 3 of the Stock Option Plan dated February 6, 2000 be amended to
reference 4,480,498 as the maximum number of shares which may be reserved for
exercise of options under the plan;
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| | 2. | all stock options granted pursuant to the Stock Option Plan be and are hereby
ratified, confirmed and approved; and
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| | 3. | any director or officer be and is hereby authorized to execute and deliver all
such deeds and other documents as may be necessary in order to give effect to
the revisions to the plan and the board of directors of the Corporation from
time to time, be authorized to grant options in the capital stock of the
Corporation pursuant to and in accordance with the provisions of the Stock
Option Plan as revised.
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REPRICING OF STOCK OPTIONS

A MOTION duly made, seconded and carried, it was resolved by an ordinary resolution that:

| | 1. | the stock option agreements evidencing the 700,000 stock options granted to
management in March, 2000 be amended to reflect an exercise price of $3.20 per
share;
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| | 2. | the shareholder of the Corporation hereby expressly authorize the board of
directors to exercise their discretion as circumstances may require to revoke
this resolution before it is acted upon without requiring the further approval
of the shareholders of the Corporation in that regard; and
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| | 3. | any director or officer of the Corporation be and is hereby authorized and
directed to prepare and file the documentation required by applicable regulatory
authorities.
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This resolution was approved by the disinterested shareholders present at the meeting.

TERMINATION OF MEETING

There being no further
business, the Meeting, UPON MOTION duly made seconded and carried, terminated.

APPROVED

|/s/ Neil Speakman
Neil Speakman, Chairman | /s/ Sara-Lane SireySara-Lane Sirey, Secretary
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