puredepth_ex1017.htm


     

    Exhibit
      10.17


    
       

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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 an IGT
        Affiliate.

       

      Section
        1.03   “Agreement” means this agreement,
        including the 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“Sell”
or “Selling”
        or “Sold” 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.

       

      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.

       

      
        
          
          

        

        
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      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.

       

      (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 bea 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.

       

      
        
          
          

        

        
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      (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.  [****] and 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.

       

      
        
          
          

        

        
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      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

       

      (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

       

      
        
          
          

        

        
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      (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.

       

      (a)       Each
        party maintains compliance programs that have been established to protect
        and
        preserve the [***].

       

      (b)       IGT,
        as a business involved in the gaming industry, conducts business in a highly
        regulated industry under privileged licenses issued by gaming regulatory
        authorities both domestic and
        international.  [***].

       

      (c)        PureDepth
        shall comply in all material respects with [***] the Licensed Intellectual
        Property. IGT shall comply in all material respects with all applicable laws,
        rules and regulations in developing, manufacturing, Selling and distributing
        the
        Licensed Products.  The parties agree to use commercially reasonable
        efforts to submit all applications and similar documents to governmental,
        industry and insurance agencies, bodies or authorities to obtain the consents
        IGT deems necessary or desirable, to manufacture, market, sell and dispose
        of
        Licensed Products in the Territory.

       

      (d)        Performance
        of this Agreement is contingent upon each party’s compliance with the laws,
        regulations, and policies in jurisdictions where business activity is
        conducted.  Failure to comply with the laws, regulations, and policies
        in jurisdictions where business is conducted
        [***].

       

      (e)         Each
        party agrees to cooperate with requests, inquiries, or investigations of
        gaming
        regulatory authorities or law enforcement agencies in connection with the
        performance of this Agreement.  [***]

       

      (f)          If
        IGT reasonably determines that continuation of this Agreement would jeopardize
        the gaming licenses, permits or status of IGT with any gaming regulatory
        authority or similar law enforcement authority, then
        [***].

       

      (g)         IGT
        agrees that it will not export the Licensed Products without the appropriate
        U.S. governmental licenses or equivalent licenses or approvals from other
        governmental entities.


       

      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.

       

      
        
          
          

        

        
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      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.

       

      (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.

       

      
        
          
          

        

        
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      (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.


       

      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:

       

      
        
          
          

        

        
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      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


       

      (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.


       

      
        
          
          

        

        
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      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 Angelopoulos

              
	 	 
	
                Title:
                  President, Gaming Division

              	
                Title:
                  CEO

              
	 	 
	
                Date:_____________________________

              	
                Date:_____________________________

              


      

      


      


      
        
          
          

        

        
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      EXHIBIT
        A

      


      


      [****]

       

       

      
 

      
        
          
          

        

        
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      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

              


      

      


      
        
          
          

        

        
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                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

              


      

      


      
        
          
          

        

        
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                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

              


      

      


      


      


      
        
          
          

        

        
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      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 [****].

      


      


      
        
          
          

        

        
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      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:  [****], once per [****] until the
        [****] anniversary of the Effective Date, to [****] IGT
        Representatives.

      [****].
        Review of PureDepth developments and technologyupdate, 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.

              


      

       

      
 

      
        
          
          

        

        
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      EXHIBIT
        D

      


      SPECIFICATIONS

      


      
        Design
          Pack 
          
            

          

        

      

      


      [****]

       

      


       

      
        Manufacturing
          Pack 
          
            

          

        

         

      

      [****]

       

       

       

      25