AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTES

Exhibit 10.43

  AMENDMENT NO. 2 TO

CONVERTIBLE PROMISSORY NOTES

This Amendment No. 2 to Convertible Promissory Notes is entered into as of August 25, 2009 (this “Amendment”), by and between PureDepth, Inc. (the “Company”) and K One W One Limited (“K1W1”).

RECITALS

WHEREAS, the Company and K1W1 are parties to that certain Convertible Note Purchase Agreement dated as of February 4, 2008 and to that certain Security Agreement dated as of February 4, 2008, in each case as amended by that certain Amendment No. 1 to Convertible Note Purchase Agreement and Security Agreement dated July 4, 2008 and that certain Amendment No. 2 to Convertible Note Purchase Agreement and Security Agreement dated August 12, 2008, pursuant to which the Company has issued certain Convertible Promissory Notes to K1W1 on each of February 4, 2008, March 14, 2008, July 4, 2008 and August 12, 2008, each as amended by that certain Amendment No. 1 to Convertible Promissory Notes dated February 3, 2009 (collectively, the “Notes”).  The parties desire to amend each of the Notes in accordance with the terms of this Amendment.

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

1.           The first paragraph of each Note, commencing with the words “FOR VALUE RECEIVED”, is hereby amended and restated by replacing the words “or converted into Common Stock of the Company pursuant to Section 4(c) below” with the words “or converted into Common Stock of the Company pursuant to Sections 4(c) or 4(d) below”.

2.           The definition of “Maturity Date” as such term appears in each Note is hereby amended and restated to mean June 30, 2011.

3.           Section 4 of each Note is hereby amended and restated by deleting the existing paragraph (c) of Section 4 and replacing it with the following:

"(c)            Conversion on Maturity Date .  On the Maturity Date, all of the principal and accrued interest then outstanding on the Note automatically shall be immediately due and payable in cash, provided that, at Holder’s sole option, all of the principal and accrued interest then outstanding on the Note may be converted into Common Stock of the Company.  The price per share of Common Stock for any such conversion shall be the lower of: