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                                                                    Exhibit 10.6

                SENIOR DISCOUNT NOTEHOLDER PLAN SUPPORT AGREEMENT

     This Senior Discount Noteholder Plan Support Agreement (together with
exhibits, annexes and attachments hereto, this "Agreement") is made and entered
into as of August 19, 2003 by and among (i) DDi Corp. ("DDi"), DDi Intermediate
Holdings Corp. ("DDi Intermediate"), DDi Capital Corp. ("DDi Capital"), Dynamic
Details, Incorporated ("Details"), Dynamic Details, Incorporated, Silicon Valley
("DDISV") and their respective subsidiaries and affiliates (collectively, the
"Company Group") and (ii) the Senior Discount Noteholders (as defined below)
signatory hereto (the "Consenting Senior Discount Noteholders"). DDi, DDi
Intermediate, DDi Capital, Details, DDISV, and each of their respective
subsidiaries and affiliates, each Consenting Senior Discount Noteholder and any
subsequent person that becomes a party hereto are referred herein as the
"Parties" and individually, as a "Party."

                             PRELIMINARY STATEMENTS

     A. The holders of (the "Senior Discount Noteholders") of 12 1/2% Senior
Discount Notes due 2007 (the "Senior Discount Notes") issued by DDi Capital
under that certain indenture dated as of November 18, 1997 between DDi Capital,
as issuer, and The State Street Bank and Trust Company (n/k/a U.S. Bank, N.A.),
as trustee, as supplemented by the supplemental indenture dated as of February
10, 1998 between DDi Capital and the 12 1/2 Trustee (the "12 1/2 Indenture"),
hold senior debt in face amount of $16,090,000 (the "Senior Discount
Indebtedness"). As of the date hereof, the Consenting Senior Discount
Noteholders hold, in aggregate, [ ] of the principal amount of the Senior
                                 -
Discount Indebtedness.

     B. Pursuant to that certain Restructuring Support Agreement, dated as of
August 1, 2003 (the "RSA"), the Consenting Lenders (as defined in the Term
Sheet) have consented to, inter alia, the Restructuring Terms (as defined below)
subject to certain terms and conditions outlined in the RSA.

     C. The Consenting 5 1/4% Subordinated Noteholders (as defined in the PSA as
defined below) and the Consenting 6 1/4% Noteholders (as defined in the PSA as
defined below) have until August 8, 2003 to execute the Plan Support Agreement
(the "PSA"), the form of which is annexed hereto as Exhibit B to the RSA, which
shall provide for, inter alia, their consent to the Restructuring Terms subject
to certain terms and conditions outlined in the PSA

     D. The Company Group, the Consenting Lenders, the Consenting 5 1/4%
Subordinated Noteholders, the Consenting 6 1/4% Subordinated Noteholders and the
Consenting Senior Discount Noteholders have engaged in good faith negotiations
with the objective of reaching an agreement with regard to certain aspects of
the restructuring and reorganization of the Company Group.

     E. The Company Group, the Consenting Lenders, the Consenting 5 1/4%
Subordinated Noteholders, the Consenting 6 1/4% Subordinated Noteholders and the
Consenting Senior Discount Noteholders now desire to implement a restructuring
and reorganization of the Company Group such that the Consenting Lenders, the
Consenting 5 1/4% Subordinated Noteholders and the Consenting 6 1/4%
Subordinated Noteholders and the other holders of claims against and/or equity
interests in the Company Group shall receive the consideration to be paid,
distributed or provided by the Company Group pursuant to such restructuring and
reorganization

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(the "Restructuring Terms") as set forth on the term sheet (the "Term Sheet")
attached hereto as Exhibit A (the "SDN Term Sheet").

     F. In order to expedite the contemplated restructuring and reorganization
of the Company Group, each Party, subject to the terms of this Agreement,
desires to pursue and support a restructuring transaction (i) by way of a plan
of reorganization under Chapter 11 of Title 11, United States Code (the
"Bankruptcy Code") relating to DDi and DDi Capital, and (ii) by way of an
out-of-court restructuring transaction relating to Details, DDISV and their
respective subsidiaries that achieves and implements the Restructuring Terms
(any such restructuring transaction that achieves and implements the
Restructuring Terms, the "Restructuring Transaction") and during the pendency of
this Agreement desires not to support any restructuring or reorganization of any
of the members of the Company Group (or any plan or proposal in respect of the
same) that does not achieve or implement the Restructuring Terms.

     G. In order to implement the Restructuring Transaction, the Company Group
has agreed, subject to the terms and conditions of this Agreement, (i) to
prepare and file (a) a disclosure statement that is consistent in all material
respects with the Restructuring Terms and is in the form attached to the Term
Sheet (the "Conforming Disclosure Statement"), and (b) a plan of reorganization
for DDi and DDi Capital that is consistent in all material respects with the
Restructuring Terms and is in the form attached to the Term Sheet (the
"Conforming Plan") in cases filed under Chapter 11 of the Bankruptcy Code (the
"Chapter 11 Cases") in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") and to negotiate and prepare the
definitive Restructuring Transaction documents that are consistent in all
respects with the Restructuring Terms and are in form and substance satisfactory
to the Consenting Lenders (the "Conforming Restructuring Loan Documents"), and
(ii) to use reasonable commercial efforts to have the Conforming Disclosure
Statement approved and the Conforming Plan confirmed by the Bankruptcy Court, in
each case, as expeditiously as practicable under the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.

     H. The Company Group and the Consenting Senior Discount Noteholders
acknowledge and agree that the best way to effectuate the Conforming Plan and
the Conforming Restructuring Loan Documents is to do so in a way that would:

          1.   maximize the value of the Company Group for the benefit of all
               interested persons;

          2.   minimize the disruption to the Company Group resulting from the
               commencement of the Chapter 11 Cases as quickly as possible;

          3.   minimize the loss of business continuity and opportunity of
               Details and DDISV;

          4.   provide all parties to the Restructuring Transaction with Global
               Releases (as defined in the Term Sheet) and a Plan Injunction (as
               defined in the Term Sheet); and

          5.   provide assurances and stability to certain key employees of the
               Company Group.

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     I. In expressing such support and commitment, the Parties do not desire and
do not intend in any way to derogate from or diminish the solicitation
requirements of applicable securities and bankruptcy law, the fiduciary duties
of DDi and DDi Capital as debtors in possession, the fiduciary duties of any
Consenting Senior Discount Noteholder who is appointed to the official committee
of unsecured creditors (the "Creditors' Committee") in the Chapter 11 Cases or
the role of any state or federal agencies with regulatory authority concerning
any member of the Company Group.

                             STATEMENT OF AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:

     1. Defined Terms. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Term Sheet.

     2. Term Sheet Conditions. Without limiting the conditions set forth herein,
each Party's agreement to this Agreement and support for the Conforming Plan,
the Conforming Restructuring Loan Documents and the Term Sheet is expressly
conditioned on satisfaction of each of the terms and conditions set forth in the
Term Sheet and this Agreement. To the extent that any such conditions involve a
time period or an outside date for satisfaction, the Parties acknowledge and
agree that time is of the essence with respect to each such condition.

     3. Agreements of the Consenting Senior Discount Noteholders

          (i) Ownership. Each Consenting Senior Discount Noteholder represents
and warrants, on a several but not joint basis, that, as of the date hereof, (i)
such Consenting Senior Discount Noteholder either (A) is the sole legal and
beneficial owner of, or holder of investment authority over, the debt set forth
below its name on the signature page hereof and all related claims, rights and
causes of action arising out of or in connection with or otherwise relating to
such debt (the "Consenting Senior Discount Noteholder Claims"), in each case
free and clear of all claims, liens and encumbrances, or (B) has or will have
investment or voting discretion with respect to the debt and Consenting Senior
Discount Noteholder Claims and has or will have the power and authority to bind
the beneficial owner(s) of such debt and Consenting Senior Discount Noteholder
Claims to the terms of this Agreement, and (ii) such Consenting Senior Discount
Noteholder has or will have full power and authority to vote on and consent to
such matters concerning such debt and Consenting Senior Discount Noteholder
Claims and to exchange, assign and transfer such debt and Consenting Senior
Discount Noteholder Claims.

          (ii) Voting. Each Consenting Senior Discount Noteholder agrees that
for so long as this Agreement remains in effect, it (i) shall vote its debt and
Consenting Senior Discount Noteholder Claims to accept any Conforming Plan as
soon as practicable following receipt of any Conforming Disclosure Statement in
any solicitation of votes for any such Conforming Plan (but in no case later
than any voting deadline stated therein), (ii) shall vote against and shall in
no way otherwise, directly or indirectly, support any restructuring or
reorganization of the Company (or any plan or proposal in respect of the same)
that is not consistent with, or does not implement or achieve, the Restructuring
Terms, (iii) shall not (A) directly or indirectly seek, solicit, pursue,

                                       3

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support or encourage any other plan or the termination of the exclusive period
for the filing of any plan, proposal or offer of dissolution, winding up,
liquidation, reorganization, merger or restructuring of the Company that could
be expected to prevent, delay or impede the successful restructuring of the
Company as contemplated by the Restructuring Terms and any Conforming Plan, (B)
object to the Conforming Disclosure Statement or the solicitation of votes for
the Conforming Plan or support any such objection by a third party; provided,
however, that the Consenting Senior Discount Noteholder may object to the
Conforming Disclosure Statement solely on the basis that it does not contain
adequate information as required by Section 1125 of the Bankruptcy Code, or (C)
take any other action that is inconsistent with, or that would delay
confirmation of, the Conforming Plan; and (iv) shall not object to, or otherwise
oppose, directly or indirectly, any of the terms and conditions of the Budget
and Funding Agreement, dated as of August 1, 2003 (the "Budget and Funding
Mechanism") and the Funding Motion (as defined in the Budget and Funding
Mechanism). Nothing contained herein shall limit the ability of a Consenting
Senior Discount Noteholder to consult with the Company, or to appear and be
heard, concerning any matter arising in the Chapter 11 Cases so long as such
consultation or appearance is consistent with the Consenting Senior Discount
Noteholder's obligations hereunder and the terms of the Conforming Plan, the
Restructuring Terms and this Agreement.

     (iii) Transfers. Each Consenting Senior Discount Noteholder agrees that for
so long as this Agreement remains in effect, it shall not sell, transfer,
assign, pledge or otherwise dispose, directly or indirectly, any of the debt or
Consenting Senior Discount Noteholder Claims or any option thereon or any right
or interest (voting or otherwise) therein, unless the transferee thereof agrees
in writing for the benefit of the Parties to be bound by all of the terms of
this Agreement by executing the Joinder attached hereto as Exhibit B-l, a copy
of which shall be provided to the Parties, in which event each Party shall be
deemed to have acknowledged that its obligations to the Consenting Senior
Discount Noteholders hereunder shall be deemed to constitute obligations in
favor of such transferee.

     (iv) Further Agreement. Each Consenting Senior Discount Noteholder believes
that the consummation of the Conforming Plan consistent with the Term Sheet is
in its best interests and is in the best interests of the Company's creditors
generally. Accordingly, for so long as this Agreement remains in effect, each
Consenting Senior Discount Noteholder will support the Conforming Plan
consistent with the terms and conditions of the Term Sheet. Without limiting the
foregoing, each Consenting Senior Discount Noteholder commits, for so long as
the Agreement remains in effect, to support the Budget and Funding Mechanism,
the Conforming Disclosure Statement, the Conforming Plan and the Conforming
Restructuring Loan Documents and use its commercially reasonable efforts to
facilitate the filing and confirmation of the Conforming Plan at the earliest
practicable date; provided, however, that notwithstanding anything contained
herein to the contrary, if any Consenting Senior Discount Noteholder is
appointed to and serves on the Creditors' Committee, the terms of this Agreement
shall not be construed to limit such Consenting Senior Discount Noteholder's
exercise of its fiduciary duties in its role as a member of a Creditors'
Committee, and any exercise of such fiduciary duties shall not be deemed to
constitute a breach of the terms of this Agreement.

     4. Agreements of the Company Group. Each member of the Company Group
believes that the confirmation of the Conforming Plan and the consummation of
the Conforming Restructuring Loan Documents will best facilitate its business
and financial restructuring and that consummation of the terms described in the
Term Sheet is in the best interests of each member of the Company Group and in
the best interests of their respective creditors and other parties in

                                       4

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interest. Accordingly, the Company Group hereby agrees, for so long as this
Agreement remains in effect: (a) to prepare or cause the preparation, as soon as
practicable after the date hereof, of each of the Definitive Documents (as
defined below), each containing terms and conditions consistent in all material
respects with the Restructuring Terms, and to distribute such documents and
afford reasonable opportunity of comment and review to (i) the legal and
financial advisors for the Consenting Senior Discount Noteholders; (b) to (i) to
file the Chapter 11 Cases with respect to the Restructuring Transaction in the
Bankruptcy Court on or prior to August 21, 2003, (ii) to file the Conforming
Disclosure Statement and the Conforming Plan with the Bankruptcy Court on or
prior to August 30, 2003, (iii) to cause the solicitation pursuant to the
Conforming Disclosure Statement and the Conforming Plan to commence on or before
October 10, 2003, and (iv) to solicit the requisite votes in favor of, and to
obtain confirmation by the Bankruptcy Court at the earliest practicable date of,
the Conforming Plan and approval of the Bankruptcy Court; (c) to not pursue,
propose, support, encourage the pursuit of, or seek to implement any transaction
or series of transactions that would effect a restructuring on terms other than
the Restructuring Terms unless or until this Agreement has been terminated in
accordance with Section 5; and (d) to otherwise use its reasonable best efforts
to take, or cause to be taken, all actions, and to do, or cause to be done, all
things, necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by the Term Sheet,
the Conforming Plan and the Conforming Restructuring Loan Documents at the
earliest practicable date (including opposing any appeal of the Confirmation
Order).

     5. Termination of Agreement. The obligations of the Consenting Senior
Discount Noteholders under this Agreement shall terminate and be of no further
force and effect upon the occurrence of any of the following events (any such
event, a "Termination Event"), and such Termination Event is not waived in
accordance with Section 10 of this Agreement: (i) the Company Group fails (A) to
file the Chapter 11 Cases with respect to the Restructuring Transaction in the
Bankruptcy Court on or prior to August 21, 2003, (B) to file the Conforming
Disclosure Statement and the Conforming Plan with the Bankruptcy Court on or
prior to August 30, 2003, or (C) to cause the solicitation pursuant to the
Conforming Disclosure Statement and the Conforming Plan to commence on or before
October 10, 2003; (ii) any member of the Company Group files, proposes or
otherwise supports, either directly or indirectly, any plan of reorganization
other than the Conforming Plan, or other creditors of any member of the Company
Group file any plan of reorganization other than the Conforming Plan in
accordance with Section 1121(c) of the Bankruptcy Code; (iii) the Conforming
Plan is modified or replaced such that it (or any such replacement) at any time
is not consistent in any material respect with the Restructuring Terms; (iv) any
breach of any member of the Company Group of any of their respective
obligations, or failure to satisfy in any material respect any of the terms or
conditions under this Agreement or the Pre-Restructuring Loan Documents (as
defined in the Term Sheet), or any member of the Company Group or any of their
respective professionals or representatives shall take any action to challenge
(including, without limitation, to assert in writing any challenge to) the
validity or enforceability of this Agreement; (v) the final Definitive Documents
(as defined below) are modified to provide for any terms that are not consistent
in any material respect with the Restructuring Terms or that are otherwise not
satisfactory in form and substance to the Parties signatory thereto; (vi) any
member of the Company Group or any of their respective professionals or
representatives shall withdraw or revoke the Conforming Plan; (vii) an examiner
with expanded powers or a trustee shall have been appointed in the Chapter 11
Cases, the Chapter 11 Cases shall have been converted to a case under chapter 7
of the Bankruptcy Code, or the Chapter 11 Cases shall have been dismissed by
order of the Bankruptcy Court; (viii) the occurrence of a Termination Event (as
defined in the RSA), which shall not have been waived by the Required

                                       5

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Lenders (as defined in the RSA); (ix) the occurrence of a Termination Event (as
defined in the PSA), which shall not have been waived by the Consenting
Subordinated Noteholders (as defined in the PSA) holding at least one-half (1/2)
in aggregate principal amount of the debt held by the Consenting Subordinated
Noteholders; (x) any foreclosure proceeding is commenced against, or bankruptcy
case is commenced by or against Details or DDISV; (xi) any failure to obtain, by
November 15, 2003, (a) more than one-half (1/2) in number and two-thirds (2/3)
in amount of the holders (the "Required 5 1/4% Subordinated Noteholders") of 5
1/4% Subordinated Notes (as defined in the Term Sheet) voting on the Conforming
Plan to accept the terms of the Conforming Plan, (b) more than one-half (1/2) in
number and two-thirds (2/3) in amount of the holders (the "Required 6 1/4%
Subordinated Noteholders") of 6 1/4% Subordinated Notes (as defined in the Term
Sheet) voting on the Conforming Plan to accept the terms of the Conforming Plan
and (c) more than one-half (1/2) in number and two-thirds (2/3) in amount of the
holders (the "Required Senior Discount Noteholders") of Senior Discount Notes
(as defined in the Term Sheet) voting on the Conforming Plan to accept the terms
of the Conforming Plan; (xii) any Court (including the Bankruptcy Court) shall
declare, in a Final Order, this Agreement to be unenforceable; (xiii) orders
approving the Conforming Disclosure Statement shall not have been entered by the
Clerk of the Bankruptcy Court on or before October 7, 2003; (xiv) orders
confirming the Conforming Plan shall not have been entered by the Clerk of the
Bankruptcy Court on or before December 15, 2003; (xv) the Confirmation Order
shall not be in form and substance acceptable to the Required Senior Discount
Noteholders; (xvi) the Bankruptcy Court shall enter an order denying
confirmation of the Conforming Plan; (xvii) the Effective Date (as defined in
the Term Sheet) of the Conforming Plan shall not have occurred on or before
January 8, 2004; or (xviii) January 30, 2004.

     6. Good Faith Cooperation; Further Assurances; Acknowledgment; Definitive
Documents. The Parties shall cooperate with each other in good faith and shall
coordinate their activities (to the extent practicable) in respect of (a) all
matters relating to their rights in respect any member of the Company Group or
otherwise in connection with their relationship with the members of the Company
Group, (b) all matters concerning the implementation of the Restructuring Terms,
and (c) the pursuit and support of the Restructuring Transaction. Furthermore,
subject to the terms hereof, each of the Parties shall take such action as may
be necessary to carry out the purposes and intent of this Agreement, including
making and filing any required regulatory filings and voting any other debt or
equity securities of the Company Group in favor of the Restructuring Transaction
(provided that no Consenting Senior Discount Noteholder shall be required to
incur any expense, liability or other obligation), and shall refrain from taking
any action that would frustrate the purposes and intent of this Agreement,
including proposing a plan that is not the Conforming Plan. While the Consenting
Senior Discount Noteholders commit herein to support the Restructuring
Transaction and Conforming Plan and it is their intention to vote in favor of
the Conforming Plan, this Agreement is not and shall not be deemed a
solicitation for consent to the Conforming Plan or a solicitation to tender or
exchange any Debt. The acceptance of the Consenting Senior Discount Noteholders
will not be solicited until they have received the Conforming Disclosure
Statement and the related ballots in forms approved by the Bankruptcy Court.
Notwithstanding anything to the contrary contained in this Agreement, the
obligations of the Parties hereunder shall be expressly subject to the
preparation of definitive documents (the "Definitive Documents") implementing,
achieving and relating to the Restructuring Terms and this Agreement, including,
without limitation: (i) (a) the Conforming Plan, the Disclosure Statement, the
order of the Bankruptcy Court confirming the Conforming Plan (the "Confirmation
Order"), the Conforming Disclosure Statement, and any related ballots, releases
and settlement documents, (b) definitive documentation relating to the
management

                                       6

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incentive plan, the common stock of Reorganized DDi, the preferred stock of DDi
Europe (as defined in the Term Sheet) and other related documents, each of which
are more specifically described in the Restructuring Terms, shall contain terms
and conditions consistent in all material respects with the Restructuring Terms,
and shall be satisfactory in form and substance to the Parties signatory
thereto, (c) the Conforming Restructuring Loan Documents and (d) all other
agreements, instruments, orders or other documents necessary or appropriate to
consummate the transactions contemplated by this Agreement, the Term Sheet, the
Conforming Restructuring Loan Documents or the Conforming Plan, and (ii) any
"first day" orders and motions. Each Party hereby covenants and agrees (i) to
negotiate in good faith the Definitive Documents and (ii) to execute (to the
extent they are a party thereto) and otherwise support the Definitive Documents.

     7. Further Acquisitions. This Agreement shall in no way be construed to
preclude any Consenting Senior Discount Noteholder from acquiring additional 5
1/4% Subordinated Notes, 6 1/4% Subordinated Notes and/or Senior Discount Notes.
However, any such 5 l/4% Subordinated Notes, 6 1/4% Subordinated Notes or Senior
Discount Notes so acquired shall automatically be deemed to be subject to all of
the terms of (i) in the case of the 5 1/4% Subordinated Notes and the 6 1/4%
Subordinated Notes, the PSA and (ii) in the case of the Senior Discount Notes,
this Agreement.

     8. Additional Claims or Equity Interests. To the extent any Consenting
Senior Discount Noteholder (a) acquires additional debt or claims, or (b) holds
or acquires other claims or equity interests in the Company entitled to vote on
the Conforming Plan, each such Consenting 5 1/4% Subordinated Noteholder and
Consenting 6 1/4% Subordinated Noteholder agrees that such debt, Claims, claims
or equity interests shall be subject to this Agreement and that it shall vote
(or cause to be voted) any such additional debt, claims, claims or equity
interests (in each case, to the extent still held by it or on its behalf at the
time of such vote) in a manner consistent with this Agreement.


     9. Representations and Warranties. Each Party, severally (and not jointly),
represents and warrants to the other Parties that the following statements are
true, correct and complete as of the date hereof:

          (a) it is duly organized, validly existing, and in good standing under
the laws of the state of its organization, and has all requisite corporate,
partnership, limited liability company or similar authority to enter into this
Agreement and carry out the transactions contemplated hereby and perform its
obligations contemplated hereunder; and the execution and delivery of this
Agreement and the performance of such Party's obligations hereunder have been
duly authorized by all necessary corporate, limited liability, partnership or
other similar action on its part;

          (b) the execution, delivery, and performance by such Party of this
Agreement does not and shall not (i) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its certificate of
incorporation or bylaws or other organizational documents or those of any of its
subsidiaries, or (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any material contractual
obligation to which it or any of its subsidiaries is a party;

          (c) the execution, delivery, and performance by such Party of this
Agreement does not and shall not require any registration or filing with,
consent or approval of,

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or notice to, or other action to, with or by, any federal, state or governmental
authority or regulatory body, except such filings as may be necessary and/or
required for disclosure by the Securities and Exchange Commission and in
connection with the Chapter 11 Cases, the Conforming Disclosure Statement and
the Conforming Plan. Although none of the Parties intend that this Agreement
should constitute, and they each believe that it does not constitute, a
solicitation and acceptance of the Conforming Plan, they each acknowledge and
agree that, regardless of whether its Relevant Claims or the Conforming
Restructuring Loan Documents constitutes "securities" within the meaning of the
Securities Act of 1933, (i) each of the Consenting Senior Discount Noteholders
is an "accredited investor" as such term is defined in Rule 501(a) of the
Securities Act of 1933 and a "qualified institutional buyer" as such term is
defined in Rule 144A of the Securities Act of 1933 and (ii) adequate information
was provided by the Company Group to each such Consenting Senior Discount
Noteholder in order to enable it to make an informed decision such that, were
this Agreement to be construed as or deemed to constitute such a solicitation
and acceptance, such solicitation was (i) in compliance with any applicable
nonbankruptcy law, rule, or regulation governing the adequacy of disclosure in
connection with such solicitation, or (ii) if there is not any such law, rule,
or regulation, solicited after disclosure to such holder of "adequate
information" as such term is defined in Section 1125(a) of the Bankruptcy Code;

          (d) if such Party is a Consenting Senior Discount Noteholder, such
Consenting Senior Discount Noteholder has reviewed this Agreement and all
exhibits hereto and has received all such other information as it deems
necessary and appropriate to enable it to evaluate the financial risks inherent
in the Restructuring Transaction; and

          (e) this Agreement is the legally valid and binding obligation of it,
enforceable in accordance with the terms hereof, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability or a ruling of the Bankruptcy Court.

     10. Amendments and Waivers. This Agreement may not be modified, amended or
supplemented except in a writing signed by each member of the Company Group and
(i) the Consenting Senior Discount Noteholders holding at least one-half (1/2)
in aggregate principal amount of the debt held by Consenting Senior Discount
Noteholders; provided, that, that any modification or amendment to this Section
10 shall require the written consent of all of the Parties; provided, further,
that any modification of, or amendment or supplement to, this Agreement
(including the Restructuring Terms) that materially and adversely affects any
Party shall require the written consent of the Party so affected. A Termination
Event may not be waived except in a writing by the Consenting Senior Discount
Noteholders holding at least one-half (1/2) in aggregate principal amount of the
debt held by Consenting Senior Discount Noteholders no later than three (3)
business days following the occurrence of a Termination Event.

     11. Other Existing Support Agreements. Each Consenting Senior Discount
Noteholder acknowledges that other parties are being requested to sign the RSA
and that a condition of the Term Sheet is that the RSA shall have been executed
and delivered, no later than August 1,2003, by (a) each member of the Company
Group and (b) one hundred percent of the (100%) of the holders of Lender
Indebtedness (as defined in the RSA). Each Consenting Senior Discount Noteholder
further acknowledges that other parties are being requested to sign the PSA

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<PAGE>

and that a condition of the RSA is that the PSA shall have been executed and
delivered, no later than August 8, 2003, by (a) each member of the Company Group
and (b) the Consenting Subordinated Noteholders holding at least forty-two and a
half percent (42.5%) in aggregate principal amount of the Subordinated Notes.

     12. Conditions to Effectiveness. This Agreement shall not become effective
and binding on the Parties unless and until (i) counterpart signature pages and
Joinders, as applicable, shall have been executed and delivered, no later than
August        ,2003, by (a) each member of the Company Group, (b) the Consenting
       -------
Senior Discount Noteholders holding            in aggregate principal amount of
                                    ----------
the Subordinated Notes, to the Debtors, with a copy to the Administrative Agent;
(ii) the RSA shall have been executed and delivered, no later than August 1,
2003, by (a) each member of the Company Group and (b) one hundred percent of the
(100%) of the holders of Lender Indebtedness (as defined in the RSA); and the
PSA shall have been executed and delivered, no later than August 8, 2003, by (a)
each member of the Company Group and (b) the Consenting Subordinated Noteholders
holding at least forty-two and a half percent (42.5%) in aggregate principal
amount of the Subordinated Notes.

     13. GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. BY ITS
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT
WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY
SUCH ACTION, SUIT OR PROCEEDING, MAY BE BROUGHT IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY ACCEPTS AND SUBMITS
ITSELF TO THE NONEXCLUSIVE JURISDICTION OF EACH SUCH COURT, GENERALLY AND
UNCONDITIONALLY, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING, AND WAIVES
ANY OBJECTION IT MAY HAVE TO VENUE OR THE CONVENIENCE OF THE FORUM.
NOTWITHSTANDING THE FOREGOING CONSENT TO JURISDICTION, UPON THE COMMENCEMENT OF
THE CHAPTER 11 CASES, EACH OF THE PARTIES AGREES THAT THE BANKRUPTCY COURT SHALL
HAVE EXCLUSIVE JURISDICTION WITH RESPECT TO ANY MATTER UNDER OR ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT.

     14. Specific Performance. This Agreement, including without limitation the
Parties' agreement herein to support the Restructuring Transaction and
Conforming Plan and to facilitate its confirmation, is intended as a binding
commitment enforceable in accordance with its terms. It is understood and agreed
by each of the Parties that money damages would not be a sufficient remedy for
any breach of this Agreement by any Party and each non-breaching Party shall be
entitled to specific performance and injunctive or other equitable relief as a
remedy of any such breach, including an order of the Bankruptcy Court requiring
any Party to comply promptly with any of its obligations hereunder.

     15. Survival. Notwithstanding (a) any sale of the debt or Claims in
accordance with Sections 3(iii), or (b) the termination of this Agreement
pursuant to Section 5, the agreements and obligations of the Parties in Sections
13, 15, 17, 19, 20, 24, and 25 shall survive such sale and/or

                                       9

<PAGE>

termination and shall continue in full force and effect for the benefit of the
Consenting Senior Discount Noteholders in accordance with the terms hereof.

     16. Headings. The headings of the Sections, paragraphs and subsections of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.

     17. Successors and Assigns; Severability; Several Obligations. This
Agreement is intended to bind and inure to the benefit of the Parties and their
respective successors, assigns, heirs, executors, administrators and
representatives. The invalidity or unenforceability at any time of any provision
hereof shall not affect or diminish in any way the continuing validity and
enforceability of the remaining provisions hereof. The agreements,
representations and obligations of the Consenting Senior Discount Noteholders
under this Agreement are, in all respects, several and not joint.

     18. No Third-Party Beneficiaries. Unless expressly stated herein, this
Agreement shall be solely for the benefit of the Parties hereto and, to the
extent contemplated by the Term Sheet, the Consenting Lenders under the RSA and
the Consenting Subordinated Noteholders under the PSA, and no other person or
entity shall be a third party beneficiary hereof.

     19. Prior Negotiations; Entire Agreement. This Agreement constitutes the
entire agreement of the Parties, and supersedes all other prior and
contemporaneous negotiations, agreements, representations, warranties and
understandings of the parties, whether oral, written or implied, with respect to
the subject matter hereof, except that the Parties acknowledge that, except as
provided in Section 20 below, any confidentiality agreements heretofore executed
between any member of the Company Group and each Consenting Senior Discount
Noteholder shall continue in full force and effect.

     20. Confidentiality. Each member of the Company Group and each Consenting
Senior Discount Noteholder agrees to use commercially reasonable efforts to
maintain the confidentiality of (a) the individual identities and individual
holdings of each Consenting 5 1/4% Subordinated Noteholder, Consenting 6 1/4%
Subordinated Noteholder, Consenting Senior Discount Noteholders and Consenting
Lender; provided, however, that such information may be disclosed (i) to the
Parties' respective directors, trustees, executives, officers, auditors, and
employees and financial and legal advisors or other agents (collectively
referred to herein as "Representatives"), (ii) to person in response to, and to
the extent required by, (x) any subpoena, or other legal process or (y) any bank
regulatory agency or any other regulatory agency or authority. If any Party or
its Representative receives a subpoena or other legal process as referred to in
clause (ii)(x) above in connection with the Agreement, such Party shall provide
the other Parties with prompt written notice of any such request or requirement,
to the fullest extent permissible and practicable under the circumstances, so
that the other Parties may seek a protective order or other appropriate remedy
or waiver of compliance with the provisions of this Agreement. Notwithstanding
the provisions in this Section 20, (i) the Company Group may disclose (a) the
existence of and nature of support evidenced by this Agreement in one or more
public releases that have first been sent to the counsel for the Administrative
Agent and to the Consenting Senior Discount Noteholders for review and comment,
and (b) in the context of any such releases, the aggregate holdings of the
Consenting Lenders, the Consenting 5 1/4% Subordinated Noteholder, the
Consenting 6 1/4% Subordinated Noteholder and the Consenting Senior Discount
Noteholders (but, as indicated above, not their identities or their individual
holdings), (ii) any Party hereto may disclose the identities to the Parties
hereto and their

                                       10

<PAGE>

individual holdings in any action to enforce this Agreement or in an action for
damages as a result of any breaches hereof, and (iii) to the extent required by
the Bankruptcy Code, Bankruptcy Rules, Local Rules of the Bankruptcy Court or
other applicable rules, regulations or procedures of the Bankruptcy Court or the
Office of the United States Trustee, the Company Group may disclose the
individual identities of the Consenting Senior Discount Noteholders in a writing
that has first been sent to each Consenting Senior Discount Noteholder for
review and comment on five (5) business days' notice.

     21. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same agreement. Delivery of an executed signature page of
this Agreement by facsimile shall be effective as delivery of a manually
executed signature page of this Agreement.

     22. Notices. Any notice required or desired to be served, given or
delivered under this Agreement shall be in writing, and shall be deemed to have
been validly served, given or delivered if provided by personal delivery, or
upon receipt of fax delivery, during standard business hours (from 8:00 a.m. to
6:00 p.m.) as follows:

     a. if to the Consenting Senior Discount Noteholders, to each such Party at
its address set forth on the signature pages to each Joinder Agreement; and

     b. if to any member of the Company, to Richard Wynne, Kirkland & Ellis LLP,
777 South Figueroa Street, Los Angeles, California 90017, Facsimile No. (213)
680-8500.

     With a copy to:   Jeffrey L. Schwartz
                       Hahn & Hessen LLP
                       488  Madison Avenue
                       New York, NY 10022

                       and

                       Kathrine A. McLendon
                       Simpson Thacher & Bartlett LLP
                       425 Lexington Avenue
                       New York, New York 10017
                       Facsimile No.: 212-455-2502
                       Counsel for the Consenting Lenders

                       and

                       George C. Webster
                       Stutman, Treister & Glatt Professional Corporation
                       1901 Avenue of the Stars, 12th Floor
                       Los Angeles, California 90067
                       Facsimile No.: (310)228-5788
                       Attorneys to the Ad Hoc Committee of Subordinated
                       Noteholders

                                       11

<PAGE>

     23. Rule of Interpretation. Notwithstanding anything contained herein to
the contrary, it is the intent of the Parties that all references to votes or
voting in this Agreement be interpreted to include (i) votes or voting on a plan
of reorganization under the Bankruptcy Code, and (ii) all means of expressing
agreement with, or rejection of, as the case may be, a restructuring or
reorganization transaction that is not implemented under the Bankruptcy Code.

     24. Reservation of Rights. Except as expressly provided in this Agreement
and in any amendment among the Parties, nothing herein is intended to, or does,
in any manner waive, limit, impair or restrict the ability of each of the
Parties to protect and preserve its rights, remedies and interests, including
without limitation, its claims against the Company or its full participation in
any bankruptcy case filed by any member of the Company or any of its affiliates
and subsidiaries. Nothing herein shall be deemed an admission of any kind. If
the transactions contemplated herein, in the Conforming Plan or the Conforming
Restructuring Loan Documents are not consummated, or this Agreement is
terminated for any reason, the Parties hereto fully reserve any and all of their
rights. As provided in the Term Sheet, this Agreement may be filed with the
Bankruptcy Court, provided, however, that Schedule B to the Term Sheet shall be
attached with any redactions as may be required by the Required Lenders.

     25. Disclosure of Holdings. Unless required by applicable law or regulation
or otherwise provided for in this Agreement, no Party shall disclose the amount
of any Consenting Lender's, Consenting 5 1/4% Subordinated Noteholder's,
Consenting 6 1/4% Subordinated Noteholder's or Consenting Senior Discount
Noteholders's holdings of debt to any third party without the prior written
consent of such Consenting Lender, Consenting 5 1/4% Subordinated Noteholder,
Consenting 6 1/4% Subordinated Noteholder or Consenting Senior Discount
Noteholder; provided, however, that (a) if such disclosure is required by law or
regulation, the disclosing Party shall afford the relevant Consenting Lender,
Consenting 5 1/4% Subordinated Noteholder, Consenting 6 1/4% Subordinated
Noteholder or Consenting Senior Discount Noteholder a reasonable opportunity to
review and comment in advance of such disclosure and shall take all reasonable
measures to limit such disclosure, and (b) the foregoing shall not prohibit the
disclosure of approximate aggregate group holdings by class of debt.

     26. Independent Due Diligence and Decision-Making. Each of the undersigned
hereby confirms that its decision to execute this Agreement has been based upon
its independent investigation of the operations, businesses, financial and other
conditions and prospects of the Company Group, without reliance upon the Ad Hoc
Committee, any of their respective affiliates or any of their respective
advisors or representatives. To the extent any materials or information have
been furnished to it by such persons, the undersigned hereby acknowledges that
they have been provided for informational purposes only, without any
representation or warranty.

     27. Prevailing Party. If any Party brings an action or proceeding against
any other Party based upon a breach by such Party of its obligations hereunder,
the prevailing Party shall be entitled to all reasonable expenses incurred,
including reasonable attorneys', accountants' and financial advisors fees in
connection with such action or proceeding.

     28. Fiduciary Duties. Notwithstanding anything to the contrary herein,
nothing in this Agreement shall limit the ability of (a) any member of the
Company Group or any of their respective directors or officers (in such person's
capacity as a director or officer of any member of the Company Group) to take
any action, or to refrain from taking any action, to the extent required to
comply with its or their fiduciary obligations under applicable law and (b) any

                                       12

<PAGE>

Consenting Senior Discount Noteholder or representative of a Consenting Senior
Discount Noteholder that is a member of a statutory committee established in the
Chapter 11 Cases to take any action, or to refrain from taking any action, in
such person's capacity as a statutory committee member to the extent required to
comply with fiduciary obligations applicable under the Bankruptcy Code. Nothing
herein will limit or affect, or give rise to any liability, to the extent
required for the discharge of the fiduciary obligations described in this
Section 28.

     29. Several not Joint. The agreements, representations and obligations of
the Parties under this Agreement are, in all respects, several and not joint.

     30. No Admissions. This Agreement shall in no way be construed as or be
deemed to be evidence of an admission or concession on the part of any Party of
any claim or fault or liability or damages whatsoever. Each of the Parties
denies any and all wrongdoing or liability of any kind and does not concede any
infirmity in the claims of defenses which it has asserted or could assert.

     31. Lender Claims and Liens. The Consenting Senior Discount Noteholders
agree that until this Agreement is terminated, they shall not dispute that (a)
the Borrowers are indebted to the Administrative Agent and the Lenders for
$72,892,916.17 in outstanding principal amount and face amount of undrawn
letters of credit, plus interest and fees, as provided under the Credit
Agreement (as defined in the Term Sheet) and the other Pre-Restructuring Loan
Documents (as defined in the Term Sheet) and applicable law and (b) as security
for payment of the foregoing indebtedness, the Lenders have valid, perfected and
unavoidable first-priority liens and charges on, and security interests in, all
or substantially all of the assets of the Borrowers, as more particularly
described in, and evidenced by, the Credit Agreement and the Pre-Restructuring
Loan Documents. Until this Agreement is terminated, no Consenting Senior
Discount Noteholder shall (i) challenge or contest, the validity, binding
nature, due authorization or enforceability of any document or instrument
evidencing the Credit Agreement, the other Pre-Restructuring Loan Documents or
any term or condition thereof or (ii) seek to alter, amend or supplement the
Credit Agreement or any of the other Pre-Restructuring Loan Documents without
the prior written consent of the Consenting Lenders or (iii) challenge or
contest the validity, enforceability, perfection or priority of (or shall seek
to alter the priority of) any existing lien, charge, security interest, or other
interest in favor of the Lenders or any lien, charge, security interest, or
other interest granted to the Lenders pursuant to the Pre-Restructuring Loan
Documents.

   [Remainder of page intentionally left blank; remaining pages are signature
                                    pages.]

                                       13

<PAGE>

IN WITNESS WHEREOF, the undersigned have each caused this Agreement to be duly
executed and delivered by their respective, duly authorized officers as of the
date first written above.

                                        DDi CAPITAL CORP.


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        DYNAMIC DETAILS, INCORPORATED


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        DYNAMIC DETAILS, INCORPORATED, SILICON
                                        VALLEY


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        DDi Corp.


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        DYNAMIC DETAILS, INCORPORATED, VIRGINIA


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        DYNAMIC DETAILS TEXAS, L.P.


                                        By: Dynamic Details Texas Holdings Corp.


                                           By: /s/ JOHN STUMPF
                                               ---------------------------------
                                               Title: CFO

                                       14

<PAGE>

                                        By: DDi-TEXAS INTERMEDIATE HOLDINGS,
                                            L.L.C.


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        By: DYNAMIC DETAILS TEXAS HOLDINGS
                                            CORP.


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        By: DYNAMIC DETAILS INCORPORATED,
                                            COLORADO SPRINGS


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO


                                        By: DYNAMIC DETAILS INCORPORATED,
                                            TEXAS


                                        By: /s/ JOHN STUMPF
                                            ------------------------------------
                                            Title: CFO

                                       15

<PAGE>

                                    EXHIBIT A

                                   Term Sheet

<PAGE>

                  SUMMARY OF TERMS AND CONDITIONS OF FINANCIAL
                   RESTRUCTURING OF DDi CORP. AND AFFILIATES

     The following (this "Summary of Terms and Conditions") is an outline of (i)
the key terms and provisions of a plan of reorganization attached hereto as
Schedule A (the "Chapter 11 Plan") for DDi Corp. ("DDi") and DDi Capital Corp.
("DDi Capital") to be proposed by those entities, the Ad Hoc Committee (the "Ad
Hoc Committee") for the Subordinated Noteholders (as defined below), DDi
Intermediate Holdings Corp. ("DDi Intermediate"), DDi Europe Limited ("DDi
Europe"), Dynamic Details, Incorporated ("Details") and Dynamic Details,
Incorporated, Silicon Valley ("DDISV") and (ii) in connection therewith, the key
terms for the proposed out-of-court restructuring and exchange of the
outstanding indebtedness of Details and DDISV.

     This Summary of Terms and Conditions is subject to finalization and
execution of a Plan Support Agreement (the "PSA") to be signed by certain of the
Subordinated Noteholders and a Restructuring Support Agreement (the "RSA") to be
signed by the Lenders, to each of which this Summary of Terms and Conditions
shall be attached as Exhibit A, and to the completion of appropriate tax due
diligence, acceptable treatment of tax issues (including agreement on tax
treatment of restructured Pre-Restructuring Bank Indebtedness (as defined
below)) and the execution of definitive documentation. Upon execution of the PSA
and the RSA, this Summary of Terms and Conditions is intended to be binding on
the signatories to (i) the PSA in accordance with the terms of the PSA and (ii)
the RSA in accordance with the terms of the RSA. However, this Summary of Terms
and Conditions remains subject to, among a variety of other things, finalizing
any incomplete Schedules hereto, resolving any terms that are bracketed or
indicated as being "open" or subject to further review, and acceptable
definitive documentation of all matters contemplated herein, including any
court-approved disclosure statement (in the form annexed to the Chapter 11 Plan
in Schedule A, the "Disclosure Statement") related to the Chapter 11 Plan of DDi
and DDi Capital, any agreements related thereto and the terms and conditions of
such plan. Any vote in favor of any plan, or any support thereof, whether or not
it includes the terms and conditions set forth herein, is not being solicited by
or agreed to by this Summary of Terms and Conditions and is subject to, among
other conditions, the completion of appropriate tax due diligence, acceptable
treatment of tax issues (including agreement on tax treatment of restructured
Pre-Restructuring Bank Indebtedness) and the execution of definitive
documentation. Notwithstanding anything to the contrary in the foregoing, this
Summary of Terms and Conditions is being provided as part of settlement
discussions and, as a result, shall be treated as such pursuant to Federal Rule
of Evidence 408 and all bankruptcy and state law equivalents subject to the
following exceptions:

     1.   The PSA may be attached as an exhibit to the Disclosure Statement
          along with the attachments, except that Schedule B of the Term Sheet
          shall be attached with any redactions as may be required by the
          Required Lenders (as defined below).

     2.   The RSA will not be filed with the Bankruptcy Court (as defined
          below), but a description of the RSA may be included in the Disclosure
          Statement in form and substance satisfactory to the Administrative
          Agent (as defined below) and counsel to the Administrative Agent.

This Summary of Terms and Conditions is not an offer with respect to any
securities. Such a solicitation will only be made in compliance with applicable
provisions of securities laws. In addition, notwithstanding the terms of any
agreement to which any of the parties to this Summary of Terms and Conditions is
a party, the contents or the existence of this Summary of Terms and Conditions
may not be disclosed by any party hereto to any other person or entity, either
orally or in writing, except (i) to the

<PAGE>

                                                                               2

parties' respective directors, trustees, officers, employees, legal counsel,
financial advisors, accountants and regulatory authorities on a confidential
basis and (ii) in accordance with the PSA and the RSA. Any person or entity to
whom all or any portion of this Summary of Terms and Conditions is disclosed as
permitted above shall be advised of the terms of the confidentiality provisions
set forth above and the intent of the parties that such recipients keep such
information confidential.

--------------------------------------------------------------------------------
Debt To Be Restructured       The indebtedness of DDi and its affiliates
                              (collectively, the "DDi Entities") to be
                              restructured shall be:

                              (i) senior debt of approximately $72,892,916.17 in
                              principal amount under the Amended and Restated
                              Credit Agreement, dated as of July 23,1998 and as
                              amended and restated as of August 28,1998, and as
                              amended by the First Amendment, dated as of March
                              10, 1999, the Second Amendment, dated as of March
                              22, 2000, the Third Amendment, dated as of October
                              10, 2000, the Fourth Amendment, dated as of
                              February 13,2001, the Fifth Amendment, dated as of
                              December 31, 2001, the Sixth Amendment, dated as
                              of June 28, 2002 and the Seventh Amendment, dated
                              as of June 27, 2003 (as amended, supplemented or
                              otherwise modified from time to time, the "Credit
                              Agreement"), among Details, DDi Capital, DDISV,
                              the several banks and other financial institutions
                              from time to time parties thereto (the "Lenders"),
                              JPMorgan Chase Bank (formerly known as The Chase
                              Manhattan Bank), in its capacity as the arranger
                              of the Commitments, and as collateral,
                              co-syndication and administrative agent for the
                              Lenders (in such capacity, the "Administrative
                              Agent") and Bankers' Trust Company as
                              documentation and co-syndication agent (the
                              "Co-Syndication Agent" and together with the
                              Lenders and the Administrative Agent, the "Senior
                              Debt Parties"), and all collateral and ancillary
                              documentation executed in connection therewith,
                              including, without limitation, the terminated
                              interest rate exchange agreement and transactions
                              thereunder entered into by Details (the "Hedge
                              Agreement") (collectively, the "Pre-Restructuring
                              Loan Documents");

                              (ii) subordinated debt of $100,000,000 in
                              principal amount of 5 1/4% Convertible
                              Subordinated Notes due 2008 (the "5 1/4
                              Convertible Subordinated Notes"), underwritten by
                              Credit Suisse First Boston Corp. and Robertson
                              Stephens, Inc., as underwriters (collectively, the
                              "5 1/4 Underwriters") and issued by DDi under that
                              certain Indenture, dated as of February 20,2001
                              (as supplemented, the "5 1/4 Indenture") between
                              DDi, as issuer, and The State Street Bank and
                              Trust Company (n/k/a U.S. Bank, N.A.), as trustee
                              (the "5 1/4 Trustee" and together with the 5 1/4
                              Underwriters and the 5 1/4 Noteholders (as defined
                              below), the "5 1/4 Subordinated Debt Parties");

                              (iii) subordinated debt of $100,000,000 in
                              principal amount of 6 1/4% Convertible
                              Subordinated Notes due 2007 (the "6 1/4
                              Convertible Subordinated Notes"), underwritten by
                              Robertson Stephens, Inc. and JPMorgan Securities,
                              Inc., as underwriters (collectively, the "6 1/4
                              Underwriters") and issued by DDi under that
                              certain Indenture, dated as
--------------------------------------------------------------------------------

<PAGE>

                                                                               3

--------------------------------------------------------------------------------
                              of April 2, 2002 (as supplemented, the "6 1/4
                              Indenture") between DDi, as issuer, and The State
                              Street Bank and Trust Company (n/k/a U.S. Bank,
                              N.A.), as trustee (the "6 1/4 Trustee" and
                              together with the 6 1/4 Underwriters and the 6 1/4
                              Noteholders (as defined below), the "6 1/4
                              Subordinated Debt Parties"); and

                              (iv) senior debt in face amount of $16,090,000 at
                              June 30, 2003 of 12 l/2% Senior Discount Notes due
                              2007 (the "Senior Discount Notes") issued by DDi
                              Capital under that certain indenture dated as of
                              November 18, 1997 between DDi Capital, as issuer,
                              and The State Street Bank and Trust Companv (n/k/a
                              U.S. Bank, N.A.), as trustee (the "12 1/2 Trustee"
                              and together with the 12 1/2 Noteholders (as
                              defined below), the "12 1/2 Senior Discount
                              Parties"), as supplemented bv the supplemental
                              indenture dated as of February 10, 1998 between
                              DDi Capital and the 12 1/2 Trustee (the "12 1/2
                              Indenture").

--------------------------------------------------------------------------------
The Restructuring.            Such indebtedness will be restructured (the
                              "Restructuring") pursuant to (i) the
                              pre-negotiated Chapter 11 Plan to be filed jointly
                              by DDi and DDi Capital (collectively, the
                              "Debtors") in proceedings (the "Chapter 11 Cases")
                              to be commenced under Chapter 11 of Title 11,
                              United States Code (the "Bankruptcy Code") in the
                              United States Bankruptcy Court for the Southern
                              District of New York (the "Bankruptcy Court"),
                              with respect to the 5 1/4 Convertible Subordinated
                              Notes, the 6 1/4 Convertible Subordinated Notes
                              and the Senior Discount Notes, and (ii) the RSA,
                              with respect to the Pre-Restructuring Bank
                              Indebtedness (as defined below), and the
                              Restructuring Loan Documents (as defined below).

                              The Restructuring and the Chapter 11 Plan on the
                              terms and conditions set forth herein shall be
                              effectuated in the event that (a) (i) one-hundred
                              percent (100%) of the holders (the "Consenting
                              Lenders") of Pre-Restructuring Bank Indebtedness
                              (as defined below) execute the Restructuring Loan
                              Documents, (ii) the Chapter 11 Plan and the
                              Disclosure Statement filed with the Bankruptcy
                              Court and the Confirmation Order (as defined
                              below) entered by the Bankruptcy Court are in form
                              and substance acceptable to the holders of more
                              than one-half (1/2) in number and two-thirds (2/3)
                              in amount of the holders of Pre-Restructuring Bank
                              Indebtedness (the "Required Lenders"), (b) more
                              than one-half (1/2) in number and two-thirds (2/3)
                              in amount of the holders (the "5 1/4 Noteholders")
                              of 5 1/4 Convertible Subordinated Notes (the
                              "Required 5 1/4 Noteholders") voting on the
                              Chapter 11 Plan vote to accept the terms of the
                              Chapter 11 Plan by November 15, 2003, (c) more
                              than one-half (1/2) in number and two-thirds (2/3)
                              in amount of the holders (the "6 1/4 Noteholders"
                              and together with the 5 1/4 Noteholders, the
                              "Subordinated Noteholders") of 6 1/4 Convertible
                              Subordinated Notes (the "Required 6 1/4
                              Noteholders") voting on the Chapter 11 Plan vote
                              to accept the terms of the Chapter 11 Plan by
                              November 15,2003 and (d) the Bankruptcy Court
                              enters an order (the "Confirmation Order")
                              confirming the Chapter 11 Plan in accordance with
                              Section 1129 of the Bankruptcy Code no later than
                              December 15, 2003.

--------------------------------------------------------------------------------
Treatment of Existing         On the date the Chapter 11 Plan becomes effective
                              (the "Effective Date") the aggregate outstanding
                              principal amount of indebtedness and the face
                              amount
--------------------------------------------------------------------------------

<PAGE>

                                                                               4

--------------------------------------------------------------------------------
Bank Debt.                    of letters of credit under the Pre-Restructuring
                              Loan Documents in the amount of $72,892,916.17
                              (the "Pre-Restructuring Loans") and the fees and
                              interest accrued and unpaid on the
                              Pre-Restructuring Loans (collectively, the
                              "Accrued Fees and Interest" and together with the
                              Pre-Restructuring Loans, the "Pre-Restructuring
                              Bank Indebtedness") will be restructured,
                              exchanged and repaid pursuant to restructuring
                              credit documentation (the "Restructuring Loan
                              Documents"). The principal terms and conditions
                              for the Restructuring Loan Documents are set forth
                              in Schedule B attached hereto.

--------------------------------------------------------------------------------
Treatment of Existing 5 1/4   On the Effective Date, the aggregate outstanding
Convertible Subordinated      principal amount of subordinated indebtedness of
Notes And Existing 6 1/4      $100,000,000 under the 5 1/4 Convertible
Convertible Subordinated      Subordinated Notes (the "5 1/4 Principal Amount")
Notes.                        and the fees and interest accrued and unpaid on
                              the 5 1/4 Convertible Subordinated Notes
                              (collectively, the "5 1/4 Accrued Fees and
                              Interest" and together with the 5 1/4 Principal
                              Amount, the "Pre-Restructuring 5 1/4 Subordinated
                              Debt") and the aggregate outstanding principal
                              amount of subordinated indebtedness of
                              $100,000,000 under the 6 1/4 Convertible
                              Subordinated Notes (the "6 1/4 Principal Amount")
                              and the fees and interest accrued and unpaid on
                              the 6 1/4 Convertible Subordinated Notes
                              (collectively, the "6 1/4 Accrued Fees and
                              Interest" and together with the 6 1/4 Principal
                              Amount, the "Pre-Restructuring 6 1/4 Subordinated
                              Debt", and the Pre-Restructuring 6 1/4
                              Subordinated Debt and the Pre-Restructuring 5 1/4
                              Subordinated Debt, together, the "Subordinated
                              Note Debt") will be restructured and converted
                              into common stock of Reorganized DDi (as defined
                              in Schedule C below) and preferred stock of DDi
                              Europe.

                              On the Effective Date, subject to the Budget and
                              Funding Mechanism (as defined below), any unpaid
                              fees and expenses of the Subordinated Noteholders,
                              including the unpaid fees and expenses of the
                              members of the Ad Hoc Committee, the retained
                              professionals of the Ad Hoc Committee, the 5 1/4
                              Trustee and the 6 1/4 Trustee, will be paid in
                              cash.

                              The principal terms and conditions for the
                              conversion of the Subordinated Note Debt into
                              common stock of Reorganized DDi and preferred
                              stock of DDi Europe are set forth in Schedules C
                              and D, respectively, attached hereto.

--------------------------------------------------------------------------------
Treatment of Existing         On the Effective Date, the aggregate outstanding
Senior Discount Notes.        principal amount of senior debt of face amount of
                              $16,090,000 under the Senior Discount Notes and
                              the fees and interest accrued and unpaid thereon
                              (collectively, the "Senior Discount Note Debt")
                              are intended to be restructured on the terms set
                              forth in Schedule E attached hereto; provided
                              that any modification to such terms shall be
                              subject to the consent of the Required Lenders,
                              the Required 5 1/4 Noteholders and the Required 6
                              1/4 Noteholders.

--------------------------------------------------------------------------------
Treatment of Existing         Except as otherwise provided in Schedule C, all
Equity Interests.             existing common and preferred equity interests in
                              DDi and other existing securities consisting of
                              (or convertible into) equity interests in DDi,
                              including any warrants or vested or unvested
                              options to purchase equity interests in DDi, shall
                              be
--------------------------------------------------------------------------------

<PAGE>

                                                                               5

--------------------------------------------------------------------------------
                              extinguished as of the Effective Date. All
                              existing equity interests in direct and indirect
                              subsidiaries of DDi shall continue to be held by
                              the same parties who held such equity interests,
                              subject to any liens and pledges in favor of the
                              Lenders, prior to the commencement of the Cases
                              (it being understood that as part of the
                              Restructuring, new preferred stock of DDi Europe
                              will be issued to the Subordinated Noteholders).

--------------------------------------------------------------------------------
Management Equity             The Chapter 11 Plan shall provide for the
Incentive Plan.               establishment of a management equity incentive
                              plan, having the principal terms set forth on
                              Schedule F attached hereto for five percent (5%)
                              of the Reorganized DDi common stock on the
                              Effective Date, options for up to an additional
                              ten percent (10%) of the Reorganized DDi common
                              stock for members of the Reorganized DDi's
                              management and discretionary options for an
                              additional four percent (4%) of the Reorganized
                              DDi common stock.

--------------------------------------------------------------------------------
Release; Plan Injunction.     The Confirmation Order shall approve, among other
                              things, the global releases (the "Global
                              Releases") as set forth in the Chapter 11 Plan and
                              shall provide for an injunction (the "Plan
                              Injunction") as set forth in the Chapter 11 Plan.
                              The Global Releases and the Plan Injunction shall
                              be in the form set forth in the Chapter 11 Plan
                              attached hereto, provided, however, that to the
                              extent any subsequent material modifications are
                              necessary to confirm the Chapter 11 Plan, they
                              must be approved in writing by the Required
                              Lenders.

--------------------------------------------------------------------------------
Board of Directors.           See Schedule C.

--------------------------------------------------------------------------------
Tax Attributes.               The terms of the Chapter 11 Plan and the
                              restructuring contemplated by this Summary of
                              Terms and Conditions shall be subject to (i)
                              satisfactory due diligence by the Administrative
                              Agent, the Required Lenders, the Required 5 1/4
                              Noteholders and the Required 6 1/4 Noteholders
                              with respect to any related intercompany
                              transactions, (ii) satisfactory due diligence by
                              the Administrative Agent, the Required Lenders,
                              the Required 5 1/4 Noteholders and the Required 6
                              1/4 Noteholders with respect to tax consequences
                              of the Restructuring and agreement satisfactory to
                              the Required Lenders with respect to the tax
                              treatment of the restructured Pre-Restructuring
                              Bank Indebtedness, and (iii) the preservation of
                              favorable tax attributes of the Debtors in a
                              manner satisfactory to the Administrative Agent,
                              the Required Lenders, the Required 5 1/4
                              Noteholders and the Required 6 1/4 Noteholders.

--------------------------------------------------------------------------------

<PAGE>

                                                                               6

--------------------------------------------------------------------------------
Certain Conditions.           Conditions to the agreement of the Required
                              Lenders, the Required 5 1/4 Noteholders and the
                              Required 6 1/4 Noteholders to the Restructuring,
                              the Chapter 11 Plan and the Effective Date will
                              include, without limitation, the following: (i)
                              definitive documentation in form and substance
                              satisfactory to the Administrative Agent, Required
                              Lenders, the Required 5 1/4 Noteholders and the
                              Required 6 1/4 Noteholders, which shall include
                              the new indenture governing the Senior Discount
                              Notes, the new agreement governing the Lender
                              Warrants (as defined below), the plan for issuing
                              options to the management of Reorganized DDi, the
                              amended and restated certificate of incorporation
                              of Reorganized DDi, the amended and restated
                              bylaws of Reorganized DDi and the amended and
                              restated articles of association of DDi Europe
                              (including the terms of the Preferred Stock (as
                              defined below) of DDi Europe to be issued to the
                              Subordinated Noteholders); (ii) the Restructuring
                              Loan Documents shall be consistent in all respects
                              with the Restructuring Terms and in form and
                              substance satisfactory to the Consenting Lenders;
                              (iii) arrangements with respect to the treatment
                              of any other claims not specifically addressed in
                              this Summary of Terms and Conditions satisfactory
                              to the Administrative Agent, Required Lenders, the
                              Required 5 1/4 Noteholders and the Required 6 1/4
                              Noteholders; (iv) satisfaction of the
                              Administrative Agent, Required Lenders, the
                              Required 5 1/4 Noteholders and the Required 6 1/4
                              Noteholders with the form and substance of the
                              Disclosure Statement and the Confirmation Order
                              and with any proposed changes thereto, and to the
                              Chapter 11 Plan attached hereto, to be accepted by
                              the Required Lenders in writing; provided,
                              however, that, the Administrative Agent may
                              approve any change that does not affect the
                              treatment of the Lenders in the judgment of the
                              Administrative Agent; (v) approval of the Chapter
                              11 Plan by the Required 5 1/4 Noteholders and the
                              Required 6 1/4 Noteholders in numbers and amount
                              necessary for class acceptance of the Chapter 11
                              Plan under Section 1126(c) of the Bankruptcy Code;
                              (vi) satisfaction of the Required Lenders, the
                              Required 5 1/4 Noteholders and the Required 6 1/4
                              Noteholders with the form and substance of the
                              Global Releases and the Plan Injunction; (vii)
                              satisfaction of the Administrative Agent, the
                              Required Lenders, the Required 5 l/4 Noteholders
                              and the Required 6 1/4 Noteholders with any
                              management retention plan, management option plan,
                              severance plan, senior management employment
                              contracts or post-restructuring senior management
                              employment arrangements, except upon terms and
                              conditions previously agreed to by the Required
                              Lenders in writing; provided that no modifications
                              shall be made to the foregoing without the prior
                              written consent of the Required Lenders; (viii)
                              the Effective Date of the Chapter 11 Plan shall
                              have occurred on January 8, 2004 and substantial
                              consummation of the Chapter 11 Plan shall occur on
                              or before January 30, 2004; (ix) the granting on
                              the Effective Date of a perfected first priority
                              security interest (subject to certain carve-outs
                              which shall be approved by the Administrative
                              Agent and the Required Lenders in writing) in all
                              personal, mixed and real property of the
                              reorganized Debtors and their non-debtor
                              subsidiaries (other than DDi Europe and its
                              European subsidiaries) to secure the Restructuring
                              Loan Documents and pledges of 100% of the common
                              stock of DDi Intermediate, 100% of the common
                              stock of DDi Capital and 100% of the common stock
                              of each of Reorganized DDi's direct and indirect
                              subsidiaries (other than DDi
--------------------------------------------------------------------------------

<PAGE>

                                                                               7

--------------------------------------------------------------------------------
                              Europe and its European subsidiaries) not
                              previously pledged to the Lenders; (x) there being
                              no material adverse effect on (a) the
                              Restructuring, (b) the business, operations,
                              property or condition (financial or otherwise) of
                              Details and its subsidiaries taken as a whole or
                              (c) the validity or enforceability of this Summary
                              of Terms and Conditions, the PSA, the RSA or any
                              of the Pre-Restructuring Loan Documents, the 5 1/4
                              Indenture and the 6 1/4 Indenture, or the
                              respective rights or remedies of the
                              Administrative Agent, the Lenders, the 5 1/4
                              Noteholders and the 6 1/4 Noteholders, hereunder
                              or thereunder; (xi) Bruce McMaster continuing to
                              serve as Chief Executive Officer of DDi, DDi
                              Intermediate, DDi Capital, Details, DDISV and
                              their respective subsidiaries and affiliates
                              (excluding DDi Europe and its European
                              subsidiaries) through the Effective Date, (xii)
                              satisfaction of all conditions to the
                              effectiveness of the RSA and PSA, (xiii) no
                              termination event shall have occurred under the
                              Funding Mechanism (as defined below) and (xiv)
                              satisfaction of the Administrative Agent, the
                              Required Lenders, the Required 5 1/4 Noteholders
                              and the Required 6 1/4 Noteholders with any
                              projected financial statements submitted by the
                              Debtors in connection with confirmation of the
                              Chapter 11 Plan.

--------------------------------------------------------------------------------
Consent and                   The RSA shall provide that, by execution thereof,
Modifications To              each Consenting Lender consents and authorizes
Restructuring.                JPMorgan Chase Bank, in its capacity as
                              Administrative Agent under the Credit Agreement,
                              to enter into and execute, on behalf of such
                              Consenting Lender, the Restructuring Loan
                              Documents. The RSA shall further provide that each
                              Consenting Lender agrees that modifications to the
                              terms of the Restructuring may be approved by the
                              Required Lenders except that the following changes
                              shall require the consent of 100% of the Lenders:
                              (1) any extension of scheduled date of any
                              amortization payment; (2) reduction of principal;
                              (3) extension of final maturity date of any loan;
                              (4) reduction in stated rate of interest or fees
                              or any extension of the payment thereof; (5)
                              changes to voting percentage requirements; (6)
                              release or modification of collateral or
                              guarantees, except as otherwise provided in the
                              Restructuring Loan Documents; and (7) any change
                              in the Budget and Funding Mechanism not
                              contemplated by the terms thereof.

--------------------------------------------------------------------------------
Governing Law and Forum.      This Summary of Terms and Conditions shall be
                              governed by, and construed in accordance with, the
                              laws of the State of New York.
--------------------------------------------------------------------------------

<PAGE>

                                   SCHEDULE A

                                 Chapter 11 Plan


<PAGE>

                                   SCHEDULE B

                Terms and Conditions for the Restructuring of the
                       Pre-Restructuring Bank Indebtedness

                                   ----------

                         RESTRUCTURING CREDIT FACILITIES
                         Summary of Terms and Conditions

                                   ----------

PARTIES

Borrower:             Dynamic Details, Incorporated and Dynamic Details,
                      Incorporated Silicon Valley (the "Borrower").

Guarantors:           DDi and each intermediate domestic holding company and
                      each domestic direct and indirect subsidiary of the
                      Borrower (the "Guarantors"; the Borrower and the
                      Guarantors, collectively, the "Loan Parties").

Administrative        JPMorgan Chase Bank ("JPMorgan Chase Bank" and, in such
Agent:                capacity, the "Administrative Agent").

Lenders:              The Lenders under the existing Credit Agreement.

TYPES AND AMOUNTS OF CREDIT FACILITIES

Term and Revolving    The Pre-Restructuring Bank Indebtedness will be
Facilities:           restructured and exchanged as follows into two tranches:

                           (i)  Tranche A Revolving and Term Loan Facility in an
                                aggregate amount of $15 million (including the
                                $1.2 million in undrawn face amount of
                                outstanding letters of credit, plus accrued and
                                unpaid interest and fees under the
                                Pre-Restructuring Loan Documents, the "Tranche A
                                Indebtedness"); and

                           (ii) Tranche B Term Loan Facility in an aggregate
                                amount of $57.9 million (plus accrued and unpaid
                                interest and fees under the Pre-Restructuring
                                Loan Documents, the "Tranche B Indebtedness" and
                                together with the Tranche A Indebtedness, the
                                "Indebtedness")

Type:

Tranche A Revolving   Tranche A Revolving and Term Loan Facility: Tranche A will
and Term Loan         initially be a revolving credit facility through June 30,
Facility              2005 (the "Tranche A Revolving Facility" and the loans
                      thereunder, the "Tranche A Revolving Loans"). The
                      commitments under the Tranche A Revolving Facility in an
                      aggregate principal amount of $15 million shall be
                      available on a revolving basis during the period
                      commencing on the Effective Date and ending on June 30,
                      2005 (the "Revolving Termination Date"). As of the
                      Effective Date, the Tranche A

<PAGE>

                                                                               2

                      Revolving Facility will be fully funded with $13.8 million
                      in outstanding loans and $1.2 million in face amount of
                      outstanding letters of credit. Availability under the
                      Tranche A Revolving Facility shall at any time be equal to
                      the sum of (i) 100% of the principal amount of Tranche A
                      Revolving Loans optionally prepaid plus (ii) 100% of the
                      Net Cash Proceeds (to be defined in the Restructuring Loan
                      Documents in a manner satisfactory to the Administrative
                      Agent and the Required Lenders) of the first $1.25 million
                      in the aggregate of Net Cash Proceeds from the sales of
                      assets, including, but not limited to, any sales of real
                      or personal property currently located at the facilities
                      in Sterling, Virginia and Garland, Texas, applied to
                      prepay Tranche A Revolving Loans, in each case, to the
                      extent that such prepayments do not constitute permanent
                      commitment reductions.

                      On June 30, 2005, any principal amount of Tranche A
                      Revolving Loans outstanding under the Revolving Credit
                      Facility shall be converted to Tranche A Term Loans (the
                      "Tranche A Term Loans")(the facility, the "Tranche A Term
                      Loan Facility" and together with the Tranche A Revolving
                      Facility, the "Tranche A Revolving and Term Loan
                      Facility").

Letters of Credit     A portion of the Tranche A Revolving Facility not in
                      excess of $5.0 million shall be available for the issuance
                      of letters of credit (the "Tranche A Letters of Credit")
                      by JPMorgan Chase Bank (in such capacity, the "Issuing
                      Lender"). No Letter of Credit shall have an expiration
                      date after the earlier of (a) one year after the date of
                      issuance and (b) five business days prior to the Revolving
                      Termination Date, provided that any Tranche A Letter of
                      Credit with a one-year tenor may provide for the renewal
                      thereof for additional one-year periods (which shall in no
                      event extend beyond the date referred to in clause (b)
                      above). Drawings under any Tranche A Letter of Credit
                      shall be reimbursed by the Borrower (whether with its own
                      funds or with the proceeds of Tranche A Revolving Loans)
                      on the same business day. To the extent that the Borrower
                      does not so reimburse the Issuing Lender, the Lenders
                      under the Tranche A Revolving Facility shall be
                      irrevocably and unconditionally obligated to reimburse the
                      Issuing Lender on a pro rata basis.

Tranche B Term Loan
Facility              Tranche B Term Loan Facility: Tranche B to be a term loan
                      facility (the "Tranche B Term Loan Facility" and the loans
                      thereunder, the "Tranche B Term Loans"; the Tranche B Term
                      Loan Facility together with the Tranche A Revolving and
                      Term Loan Facility, the "Restructuring Credit Facilities")
                      in an aggregate principal amount equal to (i) $57.9
                      million plus (ii) any accrued and unpaid interest under
                      the Pre-Restructuring Loan Documents.

Maturity:

Tranche A Term and    April 15, 2008 (the "Tranche A Maturity Date")
Revolving Loans

Tranche B Term Loans  April 15, 2008 (the "Tranche B Maturity Date")

<PAGE>

                                                                               3

Amortization:         The Tranche A Term Loans and the Tranche B Term Loans
                      shall be repayable in quarterly installments during the
                      years and in the amounts set forth below, on a pro rata
                      basis, with the first payment on the Tranche A Term Loans
                      due June 30, 2005 and on the Tranche B Term Loans due
                      January 30, 2003:

                      Tranche A Term Loans:

<TABLE>
<CAPTION>
                      --------------------------------------------------------------
                                                TRANCHE A
                      --------------------------------------------------------------
                      YEAR       Ql             Q2             Q3            Q4
                      --------------------------------------------------------------
<S>                          <C>           <C>             <C>           <C>
                      2003   $        --   $          --   $        --   $        --
                      --------------------------------------------------------------
                      2004   $        --   $          --   $        --   $        --
                      --------------------------------------------------------------
                      2005   $        --   $  514,403.29   $514,403.29   $514,403.29
                      --------------------------------------------------------------
                      2006   $514,403.29   $  514,403.29   $514,403.29   $514,403.29
                      --------------------------------------------------------------
                      2007   $514,403.29   $  514,403.29   $514,403.29   $514,403.29
                      --------------------------------------------------------------
                      2008   $514,403.29   $8,827,160.52
                      --------------------------------------------------------------
</TABLE>

                      Tranche B Term Loans:

<TABLE>
<CAPTION>
                      ---------------------------------------------------------------------
                                                TRANCHE B
                      ---------------------------------------------------------------------
                      YEAR        Ql               Q2              Q3              Q4
                      ---------------------------------------------------------------------
<S>                          <C>             <C>              <C>             <C>
                      2003   $          --   $           --   $          --   $          --
                      ---------------------------------------------------------------------
                      2004   $      25,000   $       25,000   $      25,000   $      25,000
                      ---------------------------------------------------------------------
                      2005   $      25,000   $ 1,985,596.71   $1,985,596.71   $1,985,596.71
                      ---------------------------------------------------------------------
                      2006   $1,985,596.71   $ 1,985,596.71   $1,985,596.71   $1,985,596.71
                      ---------------------------------------------------------------------
                      2007   $1,985,596.71   $ 1,985,596.71   $1,985,596.71   $1,985,596.71
                      ---------------------------------------------------------------------
                      2008   $1,985,596.71   $33,940,755.65
                      ---------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                               4

True-Up:                      The Restructuring Credit Facilities will contain a
                              true-up mechanism which shall provide that, if, on
                              the Revolver Termination Date or on the date (the
                              "SED Date") of the occurrence of a Significant
                              Event of Default (to be defined in the
                              Restructuring Loan Documents), as applicable, (i)
                              the ratio of (x) the Tranche A Commitments
                              outstanding on the Revolver Termination Date or on
                              the SED Date, as applicable, to (y) the aggregate
                              Commitments outstanding on the Revolver
                              Termination Date or on the SED Date, as
                              applicable, is less than (ii) the ratio of the (x)
                              Tranche A Commitments outstanding on the Effective
                              Date to (y) the aggregate Commitments outstanding
                              on the Effective Date (the "True-Up Trigger"),
                              then, pursuant to the participations required in
                              the next succeeding paragraph, the Tranche B
                              Lenders shall be entitled to an additional amount
                              (in the aggregate, the "True-Up Amount"), which
                              is equal to (x)(i) the sum of the Commitments
                              outstanding on the Revolver Termination Date or on
                              the SED Date, as applicable, multiplied by the
                              Tranche A Commitments outstanding on the Effective
                              Date less (ii) the sum of the Commitments
                              outstanding on the Effective Date multiplied by
                              the Tranche A Commitments outstanding on the
                              Revolver Termination Date, or on the SED Date, as
                              applicable, divided by (y) the sum of the
                              Commitments outstanding on the Effective Date.
                              Restated:

                              If:

                              A//RT/SED Date Total// * A//Effective Date Total//
                              ----------------------   -------------------------
                              (A //RT/SED Date        (A//Effective Date Total//
                              Total// + B //RT/SED     + B//Effective
                              Date Total//)            Date Total//)

                              then:

                              B //Aggregate True Up Amount// =

                              {(A //RT/SED Date Total// + B//RT/SED Date
                              Total//) (A //Effective Date Total//) -
                              (A//Effective Date Total// + B//Effective Date
                              Total//)(A//RT/SEC Date Total//)} / (A//Effective
                              Date Total// + B//Effective Date Total//)

                              In the event a True-Up Trigger exists on the
                              Revolver Termination Date, or, if earlier, on the
                              SED Date, then each Tranche A Lender shall
                              purchase in cash from the Tranche B Lenders,
                              participations in Tranche B Term Loans in an
                              amount (the "Participating Share") equal to (x)(i)
                              the aggregate Commitments outstanding on the
                              Revolver Termination Date or on the SED Date, as
                              applicable, multiplied by such Tranche A Lender's
                              Tranche A Commitments outstanding on the Effective
                              Date less (ii) the aggregate Commitments
                              outstanding on the Effective Date multiplied by
                              such Tranche A Lender's Tranche A Commitments
                              outstanding on the Revolver Termination Date or on
                              the SED Date, as applicable, divided by (y) the
                              sum of the Commitments outstanding on the
                              Effective Date. Restated:

                              B //participation amount for each Tranche A
                              Lender// =

                              {(A //RT/SEC Date Total// + B//RT/SEC Date
                              Total//)(A //Tranche A Lender on Effective Date//)
                              - (A//Effective Date Total// + B//Effective Date
                              Total//)(A//Tranche A Lender on RT/SEC Date//)}
                              /(A//Effective Date Total// + B//Effective//

*denotes "less than"

<PAGE>

                                                                               5

                              //Date Total//)

                              The Lenders acknowledge and agree that the
                              aggregate of the Participating Shares shall equal
                              the True-Up Amount. It is not intended that this
                              True-Up Mechanism create any additional cost,
                              liability or exposure to any Loan Party.

CERTAIN PAYMENT PROVISIONS

Expenses, Fees and            As set forth on Annex I to this Schedule B.
Interest Rates:

Optional Prepayments          Loans may be prepaid and commitments may be
and Commitment Reductions:    reduced by the Borrower in whole or in part at par
                              plus accrued interest and LIBOR breakage costs, if
                              any, at any time at the Borrower's option. If
                              prior to June 30, 2005, the Borrower elects to
                              create a permanent reduction of commitments, each
                              such reduction of commitments shall be made
                              ratably among the Lenders in accordance with their
                              respective commitments. If prior to June 30, 2005,
                              the Borrower elects to make optional prepayments
                              under the Tranche A Revolving Facility that do not
                              constitute permanent reductions of commitment
                              thereunder, then the Borrower may elect to prepay
                              the Tranche A Revolving Loans only. After June 30,
                              2005, Term Loans are prepayable in whole or in
                              part at par, plus accrued interest and LIBOR
                              breakage costs, if any, at any time at the
                              Borrower's option, on a pro rata basis. Any
                              prepayment of Tranche A Term Loans and Tranche B
                              Term Loans shall be applied to the installments
                              thereof in inverse order of maturity and may not
                              be reborrowed.

Mandatory Prepayments and     The following amounts shall be applied to prepay
Commitment Reductions:        the Loans:

                              (i) 100 % of the Net Cash Proceeds of any sale or
                              other disposition (including as a result of
                              casualty or condemnation; provided, however, that,
                              in the case of casualty, reinvestment of up to
                              $1,000,000 per fiscal year pursuant to a
                              reinvestment notice shall be permitted subject to
                              certain conditions) by Reorganized DDi, the
                              Borrower, any of its subsidiaries (other than DDi
                              Europe and its European subsidiaries) or any of
                              the other Loan Parties of any assets (except for
                              the sale of inventory in the ordinary course of
                              business and certain other dispositions to be
                              agreed on consistent with the Pre-Restructuring
                              Loan Documents); provided, however, that 100% of
                              the Net Cash Proceeds of the first $1.25 million
                              in the aggregate amount of Net Cash Proceeds from
                              the sales of assets, which shall include, but are
                              not limited to, any sale of real or personal
                              property located at the facilities in Garland,
                              Texas and Sterling, Virginia, shall be applied to
                              prepay Tranche A Revolving Loans only to create
                              availability under the Tranche A Revolving
                              Facility.

                              (ii) Excess Cash (to be defined in the
                              Restructuring Loan Documents in a manner mutually
                              satisfactory to the Administrative Agent, the
                              Required Lenders and the Debtors) on the balance
                              sheet in excess of $15 million for

<PAGE>

                                                                               6

                              each fiscal year of the Borrower (commencing with
                              the 2004 fiscal year) to be applied as follows:
                              (1) on July 15, 2005, 100% of Excess Cash for the
                              2004 fiscal year (measured as of December 31,
                              2004) shall be applied to or prepay Tranche A Term
                              Loans and Tranche B Loans, on a pro rata basis and
                              (2) after July 15, 2005, for each fiscal year,
                              commencing with the 2005 fiscal year, 100% of
                              Excess Cash (measured as of December 31 for each
                              fiscal year) shall be applied on March 31 of the
                              subsequent fiscal year to prepay Tranche A Term
                              Loans and Tranche B Term Loans on a pro rata basis
                              (it being understood that Borrower may, at its
                              option, use any of its cash to prepay in whole or
                              in part the Tranche A Term Loans on or prior to
                              July 15, 2005 without making a pro rata payment on
                              the Tranche B Term Loans, thereby creating
                              availability under the Tranche A Revolving
                              Facility).

                              (iii) 100% of the Net Cash Proceeds of any sale or
                              issuance of equity (excluding the first $3 million
                              in the aggregate of Net Cash Proceeds of issuances
                              of equity of Reorganized DDi which any Loan Party
                              may use for general corporate purposes) and 100%
                              of the Net Cash Proceeds of any incurrence of
                              indebtedness after the Effective Date by
                              Reorganized DDi, the Borrower or any of their
                              subsidiaries (excluding DDi Europe and its
                              European subsidiaries) or any of the other Loan
                              Parties (subject to customary exceptions,
                              including purchase money debt and equipment
                              financing debt).

                              Except as set forth in clauses (i) and (ii) above,
                              each such prepayment of the Term Loans shall be
                              applied to the Tranche A Term Loans and the
                              Tranche B Term Loans ratably and to the
                              installments thereof in inverse order of maturity
                              and may not be reborrowed.

LENDER                        Warrants, representing 10.0% of the common stock
WARRANTS                      (the "Common Stock") of Reorganized DDi on a fully
                              diluted basis on the Effective Date (the "Lender
                              Warrants"), will be issued to the Lenders ratably
                              in accordance with their respective commitments
                              (as of the Effective Date) and held in an escrow
                              account, on terms reasonably acceptable to the
                              Required Lenders. The calculation of "Common Stock
                              of Reorganized DDi on a fully diluted basis on the
                              Effective Date" shall give effect to the exercise
                              of such Lender Warrants, all other outstanding
                              warrants and the exercise, conversion or exchange,
                              as applicable, of all other outstanding securities
                              of Reorganized DDi, including but not limited to
                              issuances to old equity, the Subordinated
                              Noteholders, the Senior Discount Noteholders (if
                              any), all share grants and Tranche A option grants
                              to management made on the Effective Date pursuant
                              to the Management Equity Incentive Plan (it being
                              understood and agreed that anti-dilution
                              adjustments shall thereafter be made in respect of
                              any shares or options granted after the Effective
                              Date pursuant to Tranche A and Tranche B of the
                              Management Equity Incentive Plan). (See
                              Anti-Dilution Adjustments below).

                              The Lender Warrants will have an exercise price
                              initially equal to $.01 per share and shall be
                              subject to customary anti-dilution adjustments.
                              Each Lender Warrant will be exercisable for the
                              period commencing on the first business day after
                              the twenty-four (24) month anniversary (the
                              "Second Anniversary Date") of the Effective Date
                              through and including July 31, 2008. The Lender
                              Warrants and the underlying shares of common stock
                              will

<PAGE>

                                                                               7

                              have registration rights, pursuant to a
                              registration rights agreement, customary for
                              transactions of this type and as set forth below
                              (as described below, the "Registration Rights
                              Agreement").

                              The number of Lender Warrants that may be
                              exercised shall be determined based on the
                              aggregate amount of the commitments under the
                              Restructuring Credit Facilities outstanding on the
                              Second Anniversary Date as follows:

                              (i) If on the Second Anniversary Date, the
                              commitments (and accrued and unpaid interest with
                              respect thereto) have been permanently reduced and
                              terminated (and are not subject to reborrowing) by
                              at least fifty percent (50%) of the aggregate
                              amount of such commitments outstanding on the
                              Effective Date, then:

                                   (a) Lender Warrants issued to and held in
                                   escrow for the Lenders representing 50% of
                                   the original issuance of Lender Warrants
                                   (after giving effect to anti-dilution
                                   adjustments) shall be returned to Reorganized
                                   DDi for cancellation and all remaining Lender
                                   Warrants shall be released from the escrow
                                   account and delivered to the Lenders;

                                   (b) all Success Fees (as defined below)
                                   accrued and unpaid as of the Second
                                   Anniversary Date shall be immediately due and
                                   payable in cash; and

                                   (c) the Success Fees shall be converted to a
                                   cash pay interest obligation.

                              (ii) If on the Second Anniversary Date, all
                              outstanding loans and other extensions of credit
                              under the commitments, plus all accrued and unpaid
                              interest and accrued and unpaid Success Fees, have
                              been repaid in full (and are not subject to
                              reborrowing), and such commitments have been
                              terminated, then all Lender Warrants issued to and
                              held in escrow for the Lenders shall be returned
                              to DDi for cancellation.

                              (iii) If on the Second Anniversary Date, more than
                              50% of the commitments outstanding on the
                              Effective Date remains outstanding, all Lender
                              Warrants shall be released from the escrow account
                              and delivered to the Lenders on such date.

Net Exercise:                 The Lender Warrants shall be exercisable on a net
                              basis, permitting the surrender of Lender Warrants
                              with no cash exercise price and the receipt of the
                              number of shares of Common Stock equal to that
                              otherwise deliverable upon exercise less the
                              number of shares of Common Stock having a current
                              market price at the time equal to the aggregate
                              exercise price that would otherwise have been
                              paid.

Anti-Dilution Adjustments:    Adjustments to exercise price and shares
                              deliverable upon exercise applicable to all
                              issuances and potentially dilutive events,
                              including without limitation:

<PAGE>

                                                                               8

                              (1) stock dividends and distributions,
                              subdivisions, combinations and reclassifications;

                              (2) cash dividends and other distributions (if
                              same distributions are not made to holders of
                              Lender Warrants);

                              (3) issuances of additional shares of Common
                              Stock, or any securities convertible into or
                              exchangeable for Common Stock, if issued or sold
                              for less than Fair Market Value (as defined in
                              Schedule F below) at time of issuance; provided,
                              that, no antidilution adjustment will be made in
                              respect of an issuance or series of issuances of
                              additional shares of Common Stock or any
                              securities convertible into or exchangeable for
                              Common Stock withan aggregate value of up to $3
                              million (based upon an implied total enterprise
                              value of $110 million); and provided, further
                              that, should the Required Lenders not approve any
                              determination of Fair Market Value, any dispute
                              with regard to such valuation determination shall
                              be resolved by a neutral valuation firm of
                              national standing approved by the Required
                              Lenders;

                              (4) Common Stock issued upon the exercise of
                              Tranche B Options under the Management Equity
                              Incentive Plan.

                              (5) distributions of any rights to acquire shares
                              of Common Stock;

                              (6) tender offers or exchange offers by DDi or any
                              subsidiary or affiliate (excluding DDi Europe and
                              its European subsidiaries); and

                              (7) any other distributions, offers and similar
                              dilutive events.

                              Subject to the provisions in the "Release Upon
                              Change of Control", in the case of a merger or
                              consolidation in which Common Stock is changed or
                              exchanged, all Lender Warrants become exercisable
                              for consideration that a holder of Common Stock
                              would have received had such holder exercised
                              immediately prior to the consummation of the
                              transactions.

Representations and           Standard (for issuers and purchasers)
Warranties:

Transfer of Lender            Lender Warrants to be transferable in compliance
Warrants:                     with applicable securities laws, subject to the
                              transfer and escrow restrictions specified herein.

Registration Rights           In addition to any registration rights that the
Agreement:                    Subordinated Noteholders have as set forth in
                              Schedule C hereto, which rights shall also be
                              afforded to the Lenders in a Registration Rights
                              Agreement, the holders of Lender Warrants and the
                              Common Stock underlying the Lender Warrants shall
                              receive, pursuant to such Registration Rights
                              Agreement, indemnification from Reorganized DDi,
                              one demand registration, unlimited as to the
                              amount of shares to be registered, at any time
                              within the eighteen (18) month period following
                              the term of the escrow and an unlimited number of
                              exercises of piggyback rights prior to July 31,
                              2008. Any registration statement for the Common
                              Stock pursuant to the Registration Rights
                              Agreement shall be in the form of a shelf
                              registration and shall be made available
                              commencing no later

<PAGE>

                                                                               9

                              than the Second Anniversary Date and shall remain
                              available until the earlier of (x) July 31, 2008
                              and (y) the date on which all Lender Warrants have
                              been exercised.

Transferability:              Prior to the release of the Lender Warrants from
                              escrow, no Lender shall have the right to sell,
                              transfer or assign the right to receive Lender
                              Warrants other than in connection with an
                              assignment of its loans. After the release of the
                              Lender Warrants from escrow, each Lender shall
                              have the absolute right, subject to applicable
                              laws, to sell, transfer or assign the Lender
                              Warrants independent of any assignment of its
                              loans. Reorganized DDi's transfer agent shall be
                              responsible for keeping a record of all issuances
                              of Lender Warrants to the Lenders.

Release Upon Change           If the outstanding Indebtedness (including accrued
of Control:                   and unpaid interest and accrued and unpaid Success
                              Fees with respect thereto) of the Lenders has not
                              been repaid in full and the commitments have not
                              been terminated and a Change of Control (as
                              defined in Schedule F) event occurs and the
                              transaction is a cash-for-stock transaction, all
                              Lender Warrants shall be released from the escrow
                              account, delivered to the Lenders and be deemed
                              immediately exercisable.

                              If a Change of Control event occurs and the
                              transaction is a stock-for-stock transaction, the
                              Lender Warrants shall be released from the escrow
                              account and shall be replaced by or converted into
                              Lender Warrants with substantially similar terms
                              for the common stock of the merged enterprise.

                              If a Change of Control event occurs and the
                              transaction is a combination of stock and cash
                              transaction, then, on a pro rata basis (based on
                              amount stock and cash portions of consideration),
                              Lender Warrants shall (1) with respect to the cash
                              portion of the transaction, be released from the
                              escrow account, delivered to the Lenders and be
                              deemed immediately exercisable; and (2) with
                              respect to the stock portion of the transaction,
                              be released from the escrow account and be
                              replaced by or converted into Lender Warrants with
                              substantially similar terms for the common stock
                              of the merged enterprise.

ADDITIONAL COLLATERAL

Additional Guaranties         In addition to all existing collateral and
and Pledges:                  guarantees of the Lenders, the obligations of each
                              Borrower in respect of the Restructuring Credit
                              Facilities shall be further secured by:

                              1) a guarantee from DDi and DDi Intermediate; and

                              2) a pledge of 100% of the common stock of DDi
                              Intermediate, 100% of the common stock of DDi
                              Capital and 100% of the common stock of each of
                              Reorganized DDi's direct and indirect subsidiaries
                              (other than DDi Europe and its European
                              subsidiaries) not previously pledged to the
                              Lenders.

Treatment of Additional       The guarantees and pledges provided to the Lenders
                              will not be structurally senior or pari passu with
                              respect to the direct claims against DDi Europe of

<PAGE>

                                                                              10

Guarantees and Pledges:       the Subordinated Noteholders under the New
                              Preferred Stock (as defined in Schedule D below).

CERTAIN CONDITIONS

Initial Conditions:           In addition to the conditions set forth in the
                              Summary of Terms and Conditions, the availability
                              of the Restructuring Credit Facilities shall be
                              conditioned upon satisfaction of, among other
                              things, the following:

                                 (i)  subject to the RSA, each Loan Party (or
                                      the Administrative Agent on its behalf)
                                      shall have executed and delivered the
                                      Restructuring Loan Documents which shall
                                      be in form and substance satisfactory to
                                      the Administrative Agent and the Required
                                      Lenders;

                                 (ii) the Lenders, the Administrative Agent and
                                      their respective professionals shall have
                                      received all fees required to be paid and
                                      all expenses for which invoices have been
                                      presented on or before the Effective Date;

                                 (iii) all governmental and third party
                                      approvals necessary or, in the reasonable
                                      discretion of the Administrative Agent,
                                      advisable in connection with the
                                      Restructuring contemplated hereby and the
                                      continuing operations of the Loan Parties
                                      and their respective affiliates and
                                      subsidiaries (excluding DDi Europe and its
                                      European subsidiaries) shall have been
                                      obtained and be in full force and effect,
                                      and all applicable waiting periods shall
                                      have expired without any action being
                                      taken or threatened by any competent
                                      authority that would restrain, prevent or
                                      otherwise impose adverse conditions on the
                                      Restructuring; and

FURTHER CONDITIONS            Other customary conditions as provided in the
                              Restructuring Loan Documents.

Terminated Hedge Agreement:   Amounts owing to JPMorgan Chase Bank under the
                              Hedge Agreement by and between JPMorgan Chase Bank
                              and Details, terminated as of April 25, 2003 (the
                              "Terminated Hedge Agreement") shall be included as
                              Indebtedness.

Budget and Funding            Debtors and Lenders shall enter into an agreement
Mechanism For Chapter 11      in form and substance satisfactory to the
Cases:                        Administrative Agent, the Ad Hoc Committee and the
                              Required Lenders for the funding of the Chapter 11
                              Cases (the "Budget and Funding Mechanism").

Reserved Cash Account         On or before August 1, 2003, the Borrower shall
                              cause to be established a cash account (the
                              "Reserved Cash Account") at JPMorgan Chase Bank
                              and shall fund the Reserved Cash Account with an
                              initial deposit of $7,500,000,

<PAGE>

                                                                              11

                              which account shall be subject to a control
                              agreement (the "Reserved Cash Account Control
                              Agreement"); provided, that, at all times the
                              balance in the Reserved Cash Account shall be at
                              least $7,500,000; provided, further, that, the
                              Required Lenders may issue a Notice of Sole
                              Control (to be defined in the Reserved Cash
                              Account Control Agreement) at any time in their
                              sole and absolute discretion, but shall not be
                              permitted to seize, set-off or otherwise direct
                              the use of the funds in the Reserved Cash Account
                              until after a Termination Event (as defined in the
                              RSA) occurs under the RSA or, on or after the
                              Effective Date, a default or Event of Default (as
                              defined in the Restructuring Loan Documents)
                              occurs under the Restructuring Loan Documents;
                              provided, however, that until such time as a
                              Notice of Sole Control has been issued by the
                              Administrative Agent, any and all interest that
                              accrues on such initial deposit shall be available
                              to the Borrower.

OTHER TERMS AND CONDITIONS    Substantially similar to those set forth in the
                              Credit Agreement

CERTAIN DOCUMENTATION         The Restructuring Loan Documents shall contain
MATTERS                       representations, warranties, covenants and events
                              of default (including all of those contained in
                              the Credit Agreement except to the extent modified
                              herein) applicable to the reorganized Debtors, the
                              Loan Parties and all of their respective
                              subsidiaries (excluding DDi Europe and its
                              European subsidiaries), including, without
                              limitation, those described below and others to be
                              mutually agreed upon (subject, in each case, to
                              exceptions and baskets to be mutually agreed
                              upon), all of which shall be in form and substance
                              satisfactory to the Required Lenders.

Representations and           The Restructuring Loan Documents will include
Warranties:                   representations and warranties customary for a
                              credit facility of this nature (including all of
                              those contained in the Credit Agreement except to
                              the extent modified herein) and including, without
                              limitation, representations and warranties as to
                              financial statements (including pro forma
                              financial statements); absence of undisclosed
                              liabilities; no material adverse change; corporate
                              existence; compliance with law; corporate power
                              and authority; enforceability of Restructuring
                              Loan Documents; no conflict with law or
                              contractual obligations; no material litigation;
                              no default; location and ownership of material
                              assets (including property); liens; intellectual
                              property; no burdensome restrictions; taxes;
                              Federal Reserve regulations; ERISA; Investment
                              Company Act; subsidiaries; current subsidiary
                              organization and structure; environmental matters;
                              solvency; labor matters; accuracy of disclosure;
                              status of subsidiary guarantors and creation and
                              perfection of security interests.

Affirmative Covenants:        The Restructuring Loan Documents will include,
                              without limitation, the following affirmative
                              covenants: delivery of financial statements,
                              reports, financial models, accountants' letters,
                              projections, officers' certificates and other
                              information and reports reasonably requested by
                              the Administrative Agent or the Lenders; payment
                              of other obligations; continuation of business and
                              maintenance of existence and material rights and
                              privileges; compliance with laws and material
                              contractual obligations; maintenance of property
                              and insurance; maintenance of books and records;
                              maintenance of independent

<PAGE>

                                                                              12

                              corporate identity; right of the Lenders to
                              inspect property and books and records; notices of
                              defaults, litigation and other material events;
                              compliance with environmental laws; further
                              assurances (including, without limitation, with
                              respect to security interests in after-acquired
                              property, subject to existing constraints which do
                              not impair the ability to grant security interests
                              in material collateral and existing permitted
                              liens, and the inclusion of any new affiliates as
                              guarantors and grantors under the collateral
                              documents); and others to be mutually agreed upon.

Financial Covenants:          The Restructuring Loan Documents will include,
                              without limitation, the following financial
                              covenants, which are set forth more fully on Annex
                              II to this Schedule B:

                                 (a)  minimum EBITDA,

                                 (b)  three-month minimum rolling revenue test,

                                 (c)  minimum liquidity test, which shall
                                      provide, inter alia, that, until the
                                      termination of all commitments and Letters
                                      of Credit and thereafter until payment in
                                      full of the Indebtedness of the Borrower
                                      under any of the Restructuring Loan
                                      Documents, each Borrower agrees that,
                                      unless the Required Lenders shall
                                      otherwise consent in writing, it shall
                                      not, have less than $7,500,000 in the
                                      aggregate at all times in the Reserved
                                      Cash Account commencing on August 1, 2003
                                      up to, and including, April 15, 2008 (the
                                      "Liquidity Financial Covenant").
                                      Commencing on the Wednesday following
                                      August 1, 2003 and on every Wednesday
                                      thereafter up to, and including April 9,
                                      2008, the Borrower shall prepare and
                                      deliver to the Administrative Agent (which
                                      may be further transmitted to the then
                                      advisors and other Lenders), for the week
                                      ending as of the preceding Friday, a
                                      report of the daily Minimum Liquidity for
                                      that week.

                                 (d)  maximum leverage ratio,

                                 (e)  minimum fixed charge coverage ratio, and

                                 (f)  others to be discussed in connection with
                                      preparation of Restructuring Loan
                                      Documents.

                              The Restructuring Loan Documents will also include
                              a covenant providing that capital expenditures may
                              not exceed during any quarter an amount to be
                              agreed upon with an ability to carry forward any
                              amount that is not used for capital expenditures
                              in any given quarter to the next two succeeding
                              quarters.

Negative Covenants:           The Restructuring Loan Documents will include,
                              without limitation, the following negative
                              covenants: limitations on indebtedness (including
                              guarantee obligations), liens, mergers,
                              consolidations, liquidations and dissolutions,
                              sales and transfers of assets, leases, dividends
                              and other restricted payments, capital
                              expenditures, investments, loans and advances,
                              payments and modifications of subordinated and
                              other debt instruments, transactions with
                              affiliates, sale and leasebacks, accounting
                              changes, negative

<PAGE>

                                                                              13

                              pledge clauses and clauses restricting subsidiary
                              distributions, interest rate swaps, currency
                              swaps, and other debt equivalents, changes in
                              lines of business, and others to be mutually
                              agreed upon.

Events of Default:            Nonpayment of principal when due; nonpayment of
                              interest, fees or other amounts after a grace
                              period to be agreed upon; material inaccuracy of
                              representations and warranties; violation of
                              covenants (subject, in the case of certain
                              affirmative covenants, to a grace period to be
                              agreed upon; provided, that, the Liquidity
                              Financial Covenant shall be subject to a fifteen
                              (15) day grace period); cross-default; bankruptcy
                              events; certain ERISA events; material judgments;
                              actual or asserted invalidity of any guarantee or
                              security document or security interest; a change
                              of control (the definition of which is to be
                              agreed); breach of any term or condition of the
                              Non-Solicitation Agreement (as defined below); and
                              others to be mutually agreed upon.

Non-Solicitation              On or before the Effective Date of the Chapter 11
Agreement:                    Plan, Bruce McMaster shall execute a
                              non-solicitation agreement in form and substance
                              acceptable to the Required Lenders (the
                              "Non-Solicitation Agreement").

Canadian Tax Restructuring:   Restructuring Loan Documents will permit for tax
                              restructuring of Dynamic Details Canada, Inc.
                              ("DDIC") in form and substance acceptable to the
                              Required Lenders

Indemnification:              The Debtors and the reorganized Debtors shall
                              indemnify, pay and hold harmless the
                              Administrative Agent and the Lenders and each of
                              their respective predecessors, affiliates,
                              subsidiaries, successors and assigns, together
                              with their past, present and future officers,
                              directors, agents, attorneys, financial advisors,
                              representatives, partners, joint venturers,
                              affiliates and the successors and assigns of any
                              and all of them against any loss, claim, damage,
                              liability, cost or expense incurred in respect of
                              the restructuring of the Pre-Restructuring
                              Indebtedness contemplated hereby, the financing
                              contemplated hereby or the use or the proposed use
                              of proceeds thereof by the reorganized Debtors and
                              their subsidiaries (subject to customary
                              limitations), except to the extent they are found
                              by a final non-appealable judgment of a court to
                              arise from the gross negligence or willful
                              misconduct of the indemnified party; provided,
                              however, that the indemnification obligations with
                              respect to the Lender Warrants shall be as
                              provided in the Registration Rights Agreement.

Governing Law and Forum:      This Summary of Terms and Conditions and the
                              Restructuring Loans Documents shall be governed
                              by, and construed in accordance with, the laws of
                              the State of New York.

Counsel to the                Simpson Thacher & Bartlett LLP.
Administrative Agent:

Documentation:                To be drafted by Simpson Thacher & Bartlett LLP.

<PAGE>

                                                           Annex I to Schedule B

                      Interest; Certain Fees; and Expenses

Interest Rate Options:        The Borrower may elect that the Loans comprising
                              each borrowing bear interest at a rate per annum
                              equal to:

                              (a)  the ABR plus the Applicable Margin; or

                              (b)  the Eurodollar Rate plus the Applicable
                                   Margin.

                              As used herein:

                              "ABR" means the highest of (i) the rate of
                              interest publicly announced by JPMorgan Chase Bank
                              as its prime rate in effect at its principal
                              office in New York City (the "Prime Rate"), (ii)
                              the secondary market rate for three-month
                              certificates of deposit (adjusted for statutory
                              reserve requirements) plus 1% and (iii) the
                              federal funds effective rate from time to time
                              plus 0.5%.

                              "Applicable Margin" means:

                              (a) with respect to the Tranche A Revolving Loans
                              and the Tranche A Term Loans, (i) 350 bps, in the
                              case of ABR Loans (as defined below) and (ii) 450
                              bps component in the case of Eurodollar Loans (as
                              defined below), plus, in each case, a 462.5 bps
                              success fee which shall accrue on a quarterly
                              basis and be payable in cash (x) on and after the
                              date that the Borrower achieves EBITDA of $50
                              million and (y) at the election of each Lender
                              (which election shall be made on or prior to the
                              execution of the Restructuring Loan Documents) (i)
                              on the Maturity Date or (ii) on the Maturity Date,
                              if and to the extent that on such date the fair
                              market value of the Borrowers and their
                              subsidiaries, which shall be determined by an
                              independent valuation firm approved by the
                              Administrative Agent, is greater than the
                              outstanding amount of Obligations (other than the
                              Success Fee) due under the Restructuring Loan
                              Documents (the "Success Fee").

                              (b) with respect to the Tranche B Term Loans, (i)
                              350 bps in the case of ABR Loans and (ii) 450 bps
                              in the case of Eurodollar Loans, plus, in each
                              case, a 462.5 Success Fee.

                              "Eurodollar Rate" means the rate (adjusted for
                              statutory reserve requirements for eurocurrency
                              liabilities) for eurodollar deposits for a period
                              equal to one, two, three or six months (as
                              selected by the Borrower) appearing on Page 3750
                              of the Telerate screen.

<PAGE>

                                                                               2

Interest Payment Dates:       In the case of Loans bearing interest based upon
                              the ABR ("ABR Loans"), monthly in arrears through
                              the first full quarter after the Effective Date
                              and then quarterly in arrears thereafter.

                              In the case of Loans bearing interest based upon
                              the Eurodollar Rate ("Eurodollar Loans"), on the
                              last day of each relevant interest period and, in
                              the case of any interest period longer than three
                              months, on each successive date three months after
                              the first day of such interest period.

Commitment Fees:              The Borrower shall pay a commitment fee calculated
                              at the rate of 75 bps per annum on the average
                              daily unused portion of the Tranche A Revolving
                              Facility, payable quarterly in arrears.

Letter of Credit Fees:        The Borrower shall pay a fee on all outstanding
                              Letters of Credit at a per annum rate equal to the
                              Applicable Margin then in effect with respect to
                              Eurodollar Loans that are Revolving Loans on the
                              face amount of each such Letter of Credit. Such
                              fee shall be shared ratably among the Lenders
                              participating in the Revolving Facility and shall
                              be payable quarterly in arrears.

                              A fronting fee equal to 25 bps per annum on the
                              face amount of each Letter of Credit shall be
                              payable quarterly in arrears to the Issuing Lender
                              for its own account. In addition, customary
                              administrative, issuance, amendment, payment and
                              negotiation charges shall be payable to the
                              Issuing Lender for its own account.

Lenders' Consent Fee          On or before the effective date of the RSA, the
                              Debtors shall pay a consent fee of 137.5 bps to
                              the Lenders.

Work Fee:                     The Debtors shall pay a work fee to the
                              Administrative Agent (the "Work Fee") pursuant to
                              a Work Fee Letter on the Effective Date. The Work
                              Fee shall be payable as follows: (i) fifty percent
                              (50%) payable on the effective date of the RSA;
                              and (ii) fifty percent (50%) payable on the date
                              that is six (6) months following the Effective
                              Date of the Chapter 11 Plan.

Default Rate:                 At any time when the Borrower is in default in the
                              payment of any amount of principal due under the
                              Restructuring Credit Facilities, all outstanding
                              Loans shall bear interest at 2% above the rate
                              otherwise applicable thereto. Overdue interest,
                              fees and other amounts shall bear interest at 2%
                              above the rate applicable to the relevant ABR
                              Loans.

Rate and Fee Basis:           All per annum rates shall be calculated on the
                              basis of a year of 360 days (or 365/366 days, in
                              the case of ABR Loans the interest

<PAGE>

                                                                               3

                              rate payable on which is then based on the Prime
                              Rate) for actual days elapsed.

Interest, Fees and Expenses   During the Chapter 11 Cases, the Debtors shall (i)
During Chapter 11 Cases:      continue to pay post-petition interest on the
                              Pre-Restructuring Loans and all other fees
                              (including but not limited to the annual
                              administrative agency fee payable to the
                              Administrative Agent) provided for under the
                              Credit Agreement, and (ii) continue to pay any and
                              all reasonable fees, costs and expenses of Simpson
                              Thacher & Bartlett, counsel to the Administrative
                              Agent and FTI Consulting, financial advisors to
                              the Administrative Agent.

Expenses:                     On and for all periods after the Effective Date,
                              the Borrower shall: (a) pay all reasonable
                              out-of-pocket expenses of the Administrative Agent
                              associated with the Restructuring Credit
                              Facilities and the preparation, execution,
                              delivery and administration of the Restructuring
                              Loan Documents and any amendment or waiver with
                              respect thereto (including the reasonable fees,
                              disbursements and other charges of counsel,
                              in-house counsel and financial advisors, including
                              in connection with consultation during ongoing
                              administration), (b) pay all out-of-pocket
                              expenses of the Administrative Agent and the
                              Lenders (including the fees, disbursements and
                              other charges of counsel, in-house counsel and
                              financial advisors) in connection with the
                              enforcement of, and preservation of rights under,
                              the Restructuring Loan Documents, (c) pay the
                              annual administrative agency fee payable to the
                              Administrative Agent, and (d) replenish and
                              maintain the retainers provided to Simpson Thacher
                              & Bartlett and FTI Consulting in connection with
                              the Loan Documents, in the amounts of $125,000
                              (the "STB Retainer") and $75,000 (the "FTI
                              Retainer"), respectively.

<PAGE>

                                                             Annex II Schedule B
                                                             -------------------

                          Principal Financial Covenants
                          -----------------------------


<PAGE>

                                                    FOR SETTLEMENT PURPOSES ONLY
                                                             PURSUANT TO FRE 408

                                   SCHEDULE C

                        Term Sheet for the Common Equity

                       REORGANIZED DDi (FOR COMMON EQUITY)

Structure:                    No change to existing structure.

Issuer:                       Reorganized DDi ("Reorganized DDi")

Common Equity (issued to      Subordinated Noteholders to receive 94% of the
Noteholders):                 Common Stock on the Effective Date
                              of the Chapter 11 Plan, subject to dilution for
                              (i) all Common Stock issuable under the
                              Management Equity Incentive Plan (annexed hereto
                              as Schedule F) upon the exercise of management
                              options thereunder and (ii) Common Stock issuable
                              upon exercise of the Lender Warrants.

Common Equity (issued to      Holders of old common stock in DDi to
old equity):                  receive 1.0% of the Common Stock of
                              Reorganized DDi on the Effective Date
                              of the Chapter 11 Plan, subject to
                              dilution for (i) all Common Stock
                              issuable under the Management Equity
                              Incentive Plan upon the exercise of all
                              management options thereunder and (ii)
                              Common Stock issuable upon exercise of
                              the Lender Warrants.

Common Equity (issued to      See Schedule B.
Lenders):

Common Equity (issued to      See Schedule F.
management):

Common Equity (issued to      None. See Schedule E.
Senior Discount
Noteholders):

Board of Directors:           Bylaws to provide that board of directors of
                              Reorganized DDi (the "Board") shall consist of
                              seven members. Immediately following the
                              Effective Date of the Chapter 11 Plan, the Board
                              shall consist of seven directors, comprised as
                              follows:

                                   .    CEO of Reorganized DDi

                                   .    CEO of DDi Europe

                                   .    Two Subordinated Noteholder designees
                                        (designated by Ad Hoc Committee prior to
                                        distribution of Chapter 11 Plan) which
                                        designees will be included in Chapter 11
                                        Plan as sent to Subordinated Noteholders
                                        for approval

                                   .    Three Subordinated Noteholder designees
                                        (selected by Ad Hoc Committee prior to
                                        distribution of Chapter 11 Plan) which
                                        designees will be included in Chapter 11
                                        Plan as sent to Subordinated Noteholders
                                        for approval (designees will be selected
                                        from list to be developed in conjunction
                                        with Reorganized DDi, the Subordinated
                                        Noteholders and their

<PAGE>

                                                                               2

                                        respective advisors)

                                   .    Reorganized DDi will use commercially
                                        reasonable efforts to provide to the Ad
                                        Hoc Committee the names of at least 3
                                        directors who meet the "independence"
                                        standards of the Securities and Exchange
                                        Commission and the Nasdaq National
                                        Market (whether or not Reorganized DDi
                                        or any of Reorganized DDi's securities
                                        are subject to such standards), prior to
                                        or immediately following the Effective
                                        Date of the Chapter 11 Plan.

                                   .    Directors shall serve one-year terms. No
                                        staggered board terms.

                                   .    After the Effective Date of the Plan,
                                        and not less than annually thereafter,
                                        prior to any election by the
                                        stockholders or appointments by the
                                        Board (if there are not remaining at the
                                        time of any such appointment by the
                                        Board, two members of the Board who have
                                        been previously recommended as nominees
                                        by the Preferred Stock Representatives
                                        (as defined below), two holders of
                                        Preferred Stock (who initially will be
                                        Providence Capital, LLC and Tablerock
                                        Fund Management, LLC (the "Preferred
                                        Stock Representatives")), together,
                                        shall make reasonable recommendations in
                                        good faith (the "Designation Right") to
                                        the Board (or more frequently in the
                                        event any such Preferred Stock
                                        Representative transfers any of its
                                        shares of Preferred Stock along with its
                                        Designation Right to an unaffiliated
                                        third party) with respect to two
                                        nominees, who shall be qualified and
                                        otherwise appropriate candidates for the
                                        Board in the event of an election by the
                                        stockholders and a number of nominees
                                        necessary to result in there being two
                                        acting members of the Board who have
                                        been recommended by such Preferred Stock
                                        Representatives in the event of an
                                        appointment by the Board. Such
                                        recommendation may be made by delivering
                                        notice thereof to the Company within
                                        sixty (60) days after the written
                                        request by the Board of names for
                                        consideration (or more frequently in the
                                        event such holder of Preferred Stock and
                                        any transferee thereof each certify that
                                        such holder of Preferred Stock has
                                        transferred its shares of Preferred
                                        Stock to such transferee). If at any
                                        time while the Preferred Stock remains
                                        outstanding those nominees recommended
                                        by such holders of the Preferred Stock
                                        are not appointed by the Board to the
                                        Board (if the appointments are
                                        determined by the Board) or nominated by
                                        the Board or management of the Company
                                        for election by the Company's
                                        stockholders to the Board, then as a
                                        remedy to the holders of the Preferred
                                        Stock, for breach of the Preferred Stock
                                        Right, the Preferred Stock shall bear a
                                        dividend rate equal to 17% effective
                                        retroactively to the date of issuance
                                        (until such time as two nominees
                                        recommended to the Board pursuant to the
                                        foregoing procedures are appointed or
                                        nominated, whereupon the dividend rate
                                        shall be decreased to 15% commencing on

<PAGE>

                                                                               3

                                        the date of such complying appointments
                                        or nominations.) Notwithstanding the
                                        foregoing, if (x) any member of the
                                        Board who holds Preferred Stock (or who
                                        is a stockholder, director, member,
                                        partner, employee or otherwise an
                                        affiliate of a person or entity who
                                        holds Preferred Stock)(each, a
                                        "Preferred Stock Board Member") votes
                                        against an appointment or nominee to
                                        the Board recommended by such holders
                                        of Preferred Stock (the "Recommended
                                        Board Member") in accordance with the
                                        foregoing provisions, (y) such
                                        Recommended Board Member is not
                                        appointed or nominated to the Board
                                        because one or more Preferred Stock
                                        Board Members votes against such
                                        Recommended Board Member and (z) such
                                        Recommended Board Member would have
                                        been appointed or nominated to the
                                        Board had such Preferred Stock Board
                                        Member voted for such Recommended Board
                                        Member, then there shall be no increase
                                        in the dividend rate pursuant to the
                                        provisions of this section.

Registration Rights:          The Subordinated Noteholders will have
                              registration rights for U.S. public
                              offerings, the timing of which will be
                              at the discretion of the Board of
                              Directors. The Subordinated Noteholders
                              will have the same registration rights
                              provided to the Lenders in Schedule B.

<PAGE>

                                                    FOR SETTLEMENT PURPOSES ONLY
                                                             PURSUANT TO FRE 408

                                   SCHEDULE D

                       Term Sheet for the Preferred Equity

                                   DDi Europe
                           PREFERRED STOCK TERM SHEET

Issuer of Preferred Stock:    DDi Europe

Equity Investment:                      shares of preferred stock of DDi Europe
                              ---------
                              (the "Preferred Stock") with a liquidation value
                              of $      per share (plus accrued and unpaid
                                  -----
                              dividends thereon), for an aggregate liquidation
                              preference of $16.5 million. The final governing
                              documents will reflect a liquidation preference
                              of British pounds, based on a conversion rate of
                              the Bank of Scotland ("BOS") in effect on the
                              fifth business day preceding the Effective Date
                              of the Chapter 11 Plan.

Dividends:                    15% per annum, payable quarterly in arrears.
                              Dividends will compound quarterly and accumulate
                              to the extent not paid in cash. DDi Europe shall
                              pay dividends in cash only (x) if not prohibited
                              by existing financing arrangements or applicable
                              law, and (y) if DDi Europe will have at least
                              (pound)2.0 million in cash, as reflected upon its
                              balance sheet prepared in accordance with U.K.
                              GAAP, immediately following such dividend
                              payment.

Priority:                     Senior with respect to dividends and redemptions
                              and upon liquidation to all other classes and
                              series of DDi Europe's capital stock.

Optional Redemption:          None.

Mandatory Redemption:         The Preferred Stock shall be redeemed by DDi
                              Europe upon the later of (i) January 31, 2009 or
                              (ii) repayment in full of all obligations under
                              the BOS credit facility, as amended from time to
                              time (but not as to any extensions of the
                              maturity date), to the extent permitted by law.

Voting Rights:                On the Effective Date, the Board of Directors of
                              DDi Europe shall consist of seven (7) directors,
                              four (4) of whom (the "Preferred Stock Appointed
                              Directors") shall be elected by the holders of
                              Preferred Stock, voting as a class. The Preferred
                              Stock shall have no other voting rights except as
                              otherwise required by applicable law. The initial
                              term, commencing on the Effective Date, of the
                              Preferred Stock Appointed Directors shall be two
                              (2) years. For each subsequent board election
                              when the Preferred Stock is still outstanding,
                              the holders of the Preferred Stock will designate
                              the following number of board seats (which shall
                              provide for a one (1) year term) based on the
                              trailing twelve (12) month EBITDA at the time of
                              the election:

<PAGE>

                                                                               2

                              --------------------------------------
                              EBITDA < $15 million                 4
                              --------------------------------------
                              $15 million < EBITDA < $25 million   3
                              --------------------------------------
                              $25 million < EBITDA < $35 million   2
                              --------------------------------------
                              EBITDA > $35 million                 1
                              --------------------------------------

Preferred Stock Rights:       The Preferred Stock will have certain covenant
                              rights (all of which shall be further subject to
                              any limitations in the BOS credit facility)
                              including: (1) restrictions on payment of
                              dividends or redemption of any shares (other than
                              dividends or redemptions of Preferred Stock); (2)
                              limitations on the incurrence of additional
                              indebtedness, except indebtedness in the ordinary
                              course of business (i.e. trade credit) and
                              purchase money indebtedness (i.e. capital lease
                              obligations) in the ordinary course of business;
                              (3) restrictions on DDi Europe's ability to amend
                              its articles of association or bylaws to the
                              extent that such amendments directly or
                              indirectly affect the rights of the Preferred
                              Stock or its holders, including without
                              limitation, any amendment which would directly or
                              indirectly authorize shares or the issuance of
                              shares or other securities convertible or
                              exercisable into shares ranking as regards
                              participation in the profits or the assets of DDi
                              Europe ahead of or pari passu with the Preferred
                              Stock; (4) restrictions on any asset disposition,
                              whether for value or not, without the prior
                              written consent of a majority of the holders of
                              the Preferred Stock except for an asset
                              disposition which is made in the ordinary course
                              of business and which involves only the sale of
                              property that is either: (i) inventory held for
                              sale or (ii) equipment, fixtures, supplies or
                              materials no longer required in the operation of
                              the business of reorganized DDi or is obsolete
                              unless the asset disposition is made solely in
                              exchange for cash consideration and the net cash
                              proceeds therefrom are used to pay cash
                              dividends, in accordance with applicable law, to
                              the holders of the Preferred Stock.

Remedies:                     Remedy for certain breaches of the New Preferred
                              Stock Rights described above (following
                              reasonable cure period) shall be an increase in
                              dividend rate to 17% (until remedied or cured, in
                              which case the rate returns to 15%). Remedy for
                              others shall be limited only by applicable law.
                              Remedy for failure to redeem or purchase the
                              Preferred Stock, whether or not permitted by law,
                              in the event of a mandatory redemption or change
                              of control based on the terms set forth below,
                              shall be that the redemption (or repurchase or
                              purchase) price, including all accrued and unpaid
                              dividends, as well as all costs and expenses to
                              collect the foregoing amounts shall become
                              subordinated indebtedness of DDi Europe, subject
                              to applicable law, payable on demand.

Registration Rights:          DDi Europe shall file, at DDi Europe's expense, a
                              United States registration statement, which shall
                              become effective on or prior to the first
                              anniversary of issuance. In addition, at any time
                              DDi Europe files a United States registration
                              statement relating to equity, the holders of
                              Preferred Stock shall be permitted the
                              opportunity, on at least twenty

<PAGE>

                                                                               3

                              (20) days notice, to participate in such
                              registration, subject to reasonable pro rata
                              cutbacks based on advice of the lead underwriter
                              participating in the subject transaction. DDi
                              Europe may postpone for one hundred twenty (120)
                              days the filing or effectiveness of a
                              registration statement if the board of directors
                              determines that such registration would
                              reasonably be expected to have an adverse effect
                              on any proposal or plan of DDi Europe to engage
                              in any acquisition of assets (other than in the
                              ordinary course), merger, consolidation, public
                              issuance of stock or debt, tender offer or
                              similar transaction.

Put Rights:                   .    Each holder of the Preferred Stock shall
                                   have the right to require DDi Europe or its
                                   successor in a change of control to purchase
                                   or repurchase all of such holder's
                                   investment in Preferred Stock at a price
                                   equal to 107% (during first year), 104%
                                   (during second year) and 101% (thereafter)
                                   of $16.5 million plus all accrued and unpaid
                                   dividends during a twenty (20) business day
                                   period following notice of the consummation
                                   of a change of control of DDi Europe.
                                   "Change of Control" occurs if (i)
                                   Reorganized DDi fails to control directly
                                   more than 50% of the voting stock of DDi
                                   Europe, (ii) all or substantially all of the
                                   assets of DDi Europe are sold to another
                                   person (other than reorganized DDi and/or
                                   its subsidiaries), or (iii) the merger or
                                   consolidation of DDi Europe with or into
                                   another person (other than Reorganized DDi
                                   and/or its subsidiaries) or the merger of
                                   another person (other than Reorganized DDi
                                   and/or its subsidiaries) with or into DDi
                                   Europe, or if the securities of DDi Europe
                                   that are outstanding immediately prior to
                                   such transaction and which represent 100% of
                                   the aggregate voting power of the voting
                                   stock of DDi Europe are changed into or
                                   exchanged for cash, securities or property,
                                   unless pursuant to such transaction such
                                   securities are changed into or exchanged
                                   for, in addition to any other consideration,
                                   securities of the surviving person or
                                   transferee that represent, immediately after
                                   such transaction, a majority of the
                                   aggregate voting power of the voting stock
                                   of the surviving person or transferee.

<PAGE>

                                                    FOR SETTLEMENT PURPOSES ONLY

                                                             PURSUANT TO FRE 408

                                   SCHEDULE E

                      Preliminary Discount Notes Term Sheet
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Indebtedness:               Approximately $16.5 million the ("SDN Indebtedness")
--------------------------------------------------------------------------------
New Interest Rate:          16% PIK to go cash pay at 14% pursuant to terms
                            outlined below
--------------------------------------------------------------------------------
Maturity:                   1/1/09
--------------------------------------------------------------------------------
Modification of Payment     PIK interest through maturity; cash pay at the
Terms:                      election of the Issuer (and entities it owns on a
                            consolidated basis), provided that interest must be
                            paid in cash from and after the quarter in which the
                            Issuer achieves LTM leverage equal or less than
                            2.5X. In addition, in any period prior to the Issuer
                            (and entities it owns, on a consolidated basis)
                            achieving LTM leverage equal or less than 2.5X, cash
                            interest for the current period will be paid to
                            Senior Discount Noteholders out of excess cash prior
                            to any repayment of the Bank debt, with excess
                            amortization payments to the Bank debt paid with any
                            remaining excess cash. No partial PIK. Issue due and
                            payable on sale of Company, Issuer or Subsidiary.

                            Interest accrued/paid quarterly.
--------------------------------------------------------------------------------
Guarantee:                  Acceptable anti-layering protection.
--------------------------------------------------------------------------------
Warrants:                   Warrants of the Company will be issued to the
                            holders of the Senior Discount Noteholders but held
                            in escrow for 2.5% of the fully-diluted reorganized
                            equity (the "SDN Warrants"). Nominal strike,
                            December 2008 expiry, anti-dilution protection
                            consistent with Lender Warrants (but in no event
                            shall the SDN Warrants dilute the Lender Warrants),
                            registration rights consistent with Lender Warrants,
                            cashless exercise, and other rights level with
                            Lender Warrants, exercisable commencing on the first
                            business day after the Second Anniversary Date,
                            provided, however:

                            . if the Issuer elects to go to 100% cash pay
                            permanently and irrevocably on or prior to the
                            Second Anniversary Date then in such event all of
                            the SDN Warrants shall be cancelled or

                            . if the Issuer has satisfied all of the SDN
                            Indebtedness to the holders of the Senior Discount
                            Notes on or prior to the Second Anniversary Date,
                            then in such event all claims to the SDN Warrants
                            shall be cancelled.

<PAGE>

--------------------------------------------------------------------------------
Covenants:                  Typical HY Covenants with exceptions for dividends
                            to reorganized DDi to cover corporate expenses
                            related to being a public company to be capped at an
                            amount acceptable to Senior Discount Noteholders. In
                            the event Company is no longer public, Senior
                            Discount Noteholders to receive annual audited
                            financial statements for the Company and summary
                            quarterly unaudited financial statements for the
                            Company. Senior Discount Noteholders to receive same
                            financial reporting information as Bank Group (i.e.,
                            monthly reports, etc).
--------------------------------------------------------------------------------
Treatment of Lenders and    Final treatment to be acceptable to Senior Discount
Convertible Noteholders:    Noteholders.
--------------------------------------------------------------------------------
Releases:                   Global Releases and Plan Injunction
--------------------------------------------------------------------------------
Fees:                       Company and/or Issuer to pay reasonable attorney
                            fees of Senior Discount Noteholders as well as any
                            fees to be incurred by indenture trustee of Senior
                            Discount Notes.
--------------------------------------------------------------------------------
Other Terms & Conditions:   Callable at par plus accrued subject to Bank
                            Covenants; no partial calls permitted.

<PAGE>

                                                    FOR SETTLEMENT PURPOSES ONLY
                                                             PURSUANT TO FRE 408

                                   SCHEDULE F

                   Term Sheet for Management Equity Term Sheet

                                 REORGANIZED DDi
                          MANAGEMENT EQUITY TERM SHEET

A.   MANAGEMENT EQUITY

Issuer of Management Equity:     Reorganized DDi

Percentage of Equity to          5% of the Common Stock on the Effective Date of
Management:                      the Chapter 11 Plan, plus grants of options (as
                                 set forth below). The equity in the form of the
                                 Common Stock ("Restricted Common Stock") or
                                 options to acquire Common Stock ("Options") to
                                 be issued to management shall be forfeitable
                                 under certain circumstances as described below.

B.   MANAGEMENT EQUITY INCENTIVE PLAN

Equity Grant Date:               100% of all Restricted Stock on the Effective
                                 Date of the Chapter 11 Plan may be granted,
                                 subject to Mandatory Forfeiture (as defined
                                 below)

Option Grant Date:               Tranche A (Series A1-A4): Tranche A of the
                                 Management Equity Incentive Plan to provide for
                                 options to purchase an aggregate of twelve and
                                 a half percent (12.5%) of the Common Stock of
                                 Reorganized DDi on the Effective Date
                                 (collectively, the "Tranche A Options"). Fifty
                                 percent (50%) of all Tranche A Options shall be
                                 granted on the Effective Date of the Chapter 11
                                 Plan and the remaining fifty percent (50%) of
                                 Tranche A Options shall be granted on the
                                 twelve (12) month anniversary of the Effective
                                 Date of the Chapter 11 Plan, subject to
                                 Mandatory Forfeiture (as defined below).

                                 Tranche B: Tranche B of the Management Equity
                                 Incentive Plan to provide for discretionary
                                 options to purchase an aggregate of four
                                 percent (4%) of the Common Stock of Reorganized
                                 DDi on the Effective Date (the "Tranche B
                                 Options"). The issuance of the Tranche B
                                 Options shall be in the discretion of the
                                 Compensation Committee of the Board of
                                 Directors of Reorganized DDi, or CEO under CEO
                                 Exemption.

Equity Vesting Schedule:         50% of the Restricted Stock will vest
                                 immediately upon grant, 50% of the Restricted
                                 Stock will vest 12 months after the grant.

Option Vesting Schedule:         Tranche A (Series A1-A4): 1/3 of the Options
                                 will vest immediately upon grant, 1/3 of the
                                 Options will vest on the 18 month anniversary
                                 of the grant, 1/3 of the Options will vest on
                                 the 36 month anniversary of the grant.

                                 Tranche B: 1/3 of the Options will vest
                                 immediately upon grant, 1/3 of the Options will
                                 vest on the 18 month anniversary of the grant,
                                 1/3 of

<PAGE>

                                                                               2

                                 the Options will vest on the 36 month
                                 anniversary of the grant.

Series A1 Options:               10 year Options to purchase 3-1/3% of the
                                 "Common Stock of Reorganized DDi on a fully
                                 diluted basis on the Effective Date" at a
                                 strike price of an implied total enterprise
                                 value of $110 million.

Series A2 Options:               10 year options to purchase 3-1/3% of the
                                 "Common Stock of Reorganized DDi on a fully
                                 diluted basis on the Effective Date" at the
                                 following strike prices:

                                 (i) First grant date: the Fair Market Value of
                                 the stock on the date of grant.

                                 (ii) Second grant date: the greater of (a) the
                                 Fair Market Value of the Common Stock on the
                                 date of grant and (b) the strike price on the
                                 first grant date.

Series A3 Options:               10 year options to purchase 3-1/3% of the
                                 "Common Stock of Reorganized DDi on a fully
                                 diluted basis on the Effective Date" at the
                                 following strike prices:

                                 (i) First date: 115% of the Fair Market Value
                                 of the Common Stock on the date of grant.

                                 (ii) Second grant date: the greater of (a) the
                                 Fair Market Value of the Common Stock on the
                                 date of grant and (b) the strike price on the
                                 first grant date.

Series A4 Options:               Five year Options to purchase 2.5% of the
                                 "Common Stock of Reorganized DDi on a fully
                                 diluted basis on the Effective Date" at nominal
                                 strike price. Options may only be exercised on
                                 and after the Second Anniversary Date as
                                 follows:

                                 .    0%, if the commitments (including accrued
                                      and unpaid interest and accrued and unpaid
                                      PIK interest with respect thereto) of the
                                      Lenders have not been permanently repaid
                                      by at least fifty percent (50%) of the
                                      aggregate amount of such commitments
                                      outstanding on the Effective Date;

                                 .    50%, if the commitments (including accrued
                                      and unpaid interest and accrued and unpaid
                                      PIK interest with respect thereto) of the
                                      Lenders have been permanently repaid by at
                                      least fifty percent (50%) but less than
                                      one hundred percent (100%) of the
                                      aggregate amount of such commitments
                                      outstanding on the Effective Date;

                                 .    100%, if the commitments plus all accrued
                                      and unpaid interest and accrued and unpaid
                                      PIK Interest have been repaid in full to
                                      the Lenders.

Tranche B Options:               10 year options to purchase four percent (4%)
                                 of the Common Stock of Reorganized DDi on the
                                 Effective Date at a strike price equal to the
                                 Fair

<PAGE>

                                                                               3

                                 Market Value of the Common Stock.

Mandatory Forfeiture:            All unvested grants of Options and Restricted
                                 Stock will be subject to mandatory forfeiture
                                 by the holder, if the holder's employment is
                                 terminated by Reorganized DDi for Cause, or the
                                 holder voluntarily leaves Reorganized DDi
                                 without Good Reason prior to the 36 month
                                 anniversary of the grant. Any forfeited grants
                                 shall be made available for redistribution at
                                 the discretion of the Compensation Committee of
                                 the reorganized Board of Directors of
                                 Reorganized DDi.

Vesting upon Change of           If the Change of Control is a cash-for-stock
Control:                         transaction, full acceleration of unvested
                                 Options and unvested Restricted Stock.

                                 If the Change of Control is a stock-for-stock
                                 transaction, no acceleration of unvested
                                 Options or unvested Restricted Stock and
                                 unvested Options and unvested Restricted Stock
                                 will be converted into unvested Options and
                                 unvested Restricted Stock of the merged
                                 enterprise.

                                 If the Change of Control is a combination of
                                 stock and cash transaction, then unvested
                                 Options and unvested Restricted Stock will
                                 accelerate pro rata (based on amount stock and
                                 cash portions of consideration) and will be
                                 converted into pro rata number of unvested
                                 Options and unvested Restricted Stock of the
                                 merged enterprise.

                                 If, following a Change of Control, (i) a
                                 holder's employment is terminated by
                                 Reorganized DDi or the successor to Reorganized
                                 DDi for Cause, or the holder voluntarily leaves
                                 the successor to Reorganized DDi without Good
                                 Reason within one year following the effective
                                 date of the Change of Control, then all of such
                                 holder's unvested Options and unvested
                                 Restricted Stock shall be forfeited upon such
                                 termination and/or leave or (ii) a holder's
                                 employment is terminated by Reorganized DDi or
                                 the successor to Reorganized DDi without Cause,
                                 or the holder voluntarily leaves Reorganized
                                 DDi or the successor to Reorganized DDi with
                                 Good Reason within two years following the
                                 effective date of the Change of Control, then
                                 all of such holder's unvested Options and
                                 unvested Restricted Stock shall immediately
                                 vest upon such termination or leave.

Other Terms:                     .    Cashless exercise features.

                                 .    Registration Rights: An S-8 registration
                                      statement shall be filed on or subsequent
                                      to the effectiveness of an equity
                                      registration statement filed by
                                      Reorganized DDi for the benefit of the
                                      former Subordinated Noteholders and the
                                      Lenders who are then holders of Common
                                      Stock and/or Lender Warrants after the
                                      Effective Date of the Chapter 11 Plan.

                                 .    Management Options and Restricted Stock
                                      shall be entitled to antidilution
                                      protection for stock dividends and stock
                                      splits only.

Definitions (applicable for      .    "Cause" shall mean a Management Holder's
this                                  (a) indictment or

<PAGE>

                                                                               4

Schedule F only; provided,            conviction of any felony (it being
however, that the "Change of          understood that if such Management Holder
Control" and "Fair Market             is not convicted of a felony within two
Value" definitions shall apply        (2) years of indictment (or later if any
to the entire Term Sheet):            state or federal agency is actively
                                      prosecuting such felony), such options
                                      shall be reinstated), (b) fraud,
                                      misappropriation, or embezzlement that
                                      would warrant termination from Reorganized
                                      DDi or its subsidiaries based upon the
                                      existing policies of Reorganized DDi and
                                      its subsidiaries then in effect, (c)
                                      failure or refusal, after reasonable
                                      notice, to perform the material duties of
                                      such person's office, (d) drug or alcohol
                                      abuse that would warrant termination from
                                      Reorganized DDi or its subsidiaries based
                                      upon the existing policies of Reorganized
                                      DDi and its subsidiaries then in effect,
                                      (e) any willful misconduct or willful acts
                                      that materially impair the assets of
                                      operations of Reorganized DDi and its
                                      subsidiaries, taken as a whole, (f) acts
                                      of discrimination or sexual harassment
                                      that would warrant termination from
                                      Reorganized DDi or its subsidiaries based
                                      upon the existing policies of Reorganized
                                      DDi and its subsidiaries then in effect,
                                      (g) public statements disparaging
                                      Reorganized DDi that are likely to cause
                                      material damage to Reorganized DDi and its
                                      subsidiaries, taken as a whole.

                                 .    "Fair Market Value" shall mean:

                                      (a) if the Common Stock is listed on any
                                      national securities exchange or quoted on
                                      the Nasdaq National Market or Nasdaq Small
                                      Cap Market, weighted average of the
                                      closing sales price of the Common Stock on
                                      such exchange or market on the five (5)
                                      trading days immediately preceding the
                                      date of grant; or

                                      (b) otherwise, the fair market value as
                                      determined by the Board of Directors of
                                      Reorganized DDi, which determination shall
                                      be subject to approval by the Required
                                      Lenders;

                                      provided, further, that should the
                                      Required Lenders not approve the
                                      determination of Fair Market Value, any
                                      dispute with regard to such valuation
                                      determinations shall be resolved by a
                                      neutral valuation firm of national
                                      standing approved by the Required Lenders

                                 .    "Good Reason" means termination of
                                      employment by a Management Holder if (x)
                                      (a) such Management Holder's annual base
                                      salary is materially reduced without
                                      Cause(unless there is a reduction in the
                                      base salary of substantially all
                                      comparably positioned employees or unless
                                      such Management Holder consents) or (b)
                                      the requirements of such person's job
                                      materially and adversely are changed
                                      without Cause and without such Management
                                      Holder's consent (including, without
                                      limitation, the relocation of the
                                      Management Holder's place of employment to
                                      a location beyond 75 miles of his or her
                                      then current place of employment) and (y)
                                      such Management Holder terminates his

<PAGE>

                                                                               5

                                      position within 90 days of either (x)(a)
                                      or (x)(b) and states that the purpose for
                                      such termination is the events stated in
                                      (x)(a) or (x)(b).

                                 .    "Change of Control" will be considered to
                                      have occurred if:

                                      .    any "person" or "group" is or becomes
                                           the beneficial owner, directly or
                                           indirectly, of more than 50% of the
                                           total voting power of the voting
                                           stock of Reorganized DDi (for the
                                           purposes of this clause, such person
                                           shall be deemed to beneficially own
                                           any voting stock of a person held by
                                           any other person (the "parent
                                           entity"), if such person is the
                                           beneficial owner, directly or
                                           indirectly, of more than 50% of the
                                           voting power of the voting stock of
                                           such parent entity) or such person or
                                           group has the power, directly or
                                           indirectly, to elect a majority of
                                           the members of the board of directors
                                           of Reorganized DDi;

                                      .    the sale of all or substantially all
                                           the assets of Reorganized DDi to
                                           another person, or, the merger or
                                           consolidation of Reorganized DDi with
                                           or into another person or the merger
                                           of another person with or into
                                           Reorganized DDi, or if the securities
                                           of Reorganized DDi that are
                                           outstanding immediately prior to such
                                           transaction and which represent 100%
                                           of the aggregate voting power of the
                                           voting stock of Reorganized DDi are
                                           changed into or exchanged for cash,
                                           securities, or property, unless
                                           pursuant to such transaction such
                                           securities are changed into or
                                           exchanged for, in addition to any
                                           other consideration, securities of
                                           the surviving person or transferee
                                           that represent, immediately after
                                           such transaction, a majority of the
                                           aggregate voting power of the voting
                                           stock of the surviving person or
                                           transferee; or

                                      .    Reorganized DDi is dissolved or
                                           liquidated.

<PAGE>

                                                                               6

                                   SCHEDULE A

--------------------------------------------------------------------------------
                                                            % of Tranche A
     Employee                     Title                  (Series A1-A4) Awards
--------------------------------------------------------------------------------
Bruce McMaster       President and CEO                            30%
--------------------------------------------------------------------------------
Michael Moisan       COO                                           9%
--------------------------------------------------------------------------------
Joe Gisch            SVP - Strategic Planning and BD               7%
--------------------------------------------------------------------------------
Tom Ingham           VP - Sales & Marketing                        7%
--------------------------------------------------------------------------------
David Blair          President & CEO - European                    7%
                     Operations
--------------------------------------------------------------------------------
Brad Tesch           VP - North American Assembly Ops              5%
--------------------------------------------------------------------------------
John Stumpf          CFO                                           5%
--------------------------------------------------------------------------------
Terry Wright         CTO                                           5%
--------------------------------------------------------------------------------
Tim Donnelly         General Counsel                               5%
--------------------------------------------------------------------------------
Jay Latin            VP - Sales                                    5%
--------------------------------------------------------------------------------
Robert Hembree       CIO                                           5%
--------------------------------------------------------------------------------
Tom Johnston         Managing Director                             2%
--------------------------------------------------------------------------------
John Calvert         VP - Sales & Marketing Europe                 2%
--------------------------------------------------------------------------------
John Chelberg        VP - Operations                               2%
--------------------------------------------------------------------------------
Victor Hemmingway    VP - Operations                               2%
--------------------------------------------------------------------------------
Jon Pereira          VP - Operations                               2%
--------------------------------------------------------------------------------

<PAGE>

                                                                       EXHIBIT B

                [Form of Joinder for Senior Discount Noteholders]

                                     JOINDER

     This Joinder to the Senior Discount Noteholder Plan Support Agreement,
dated as of August      , 2003, by and among the Company and the Consenting
                   -----
Senior Discount Noteholders, all signatories thereto (the "Agreement"), is
executed and delivered by [                     ] (the "Joining Party") as of
                           ---------------------
[          ], 2003. Each capitalized term used herein but not otherwise defined
 ----------
shall have the meaning set forth in the Agreement.

     1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Senior
Discount Noteholder" and a "Party" for all purposes under the Agreement.

     2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Senior Discount Noteholders set forth in the Agreement to each other
Party to the Agreement.

     3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.

     4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.

                                    * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as
of the date first written above.

[JOINING PARTY]


By:
   ---------------------------------
Name:
Title:

------------------------------------
Principal Amount of Debt Held
------------------------------------
Debt
------------------------------------

Notice Address:

With a Copy to:

     Acknowledged:


     By:
        ----------------------------
     Name:
     Title:

<PAGE>

                                     JOINDER

     This Joinder to the Senior Discount Noteholder Plan Support Agreement,
dated as of August 19, 2003, by and among the Company and the Consenting Senior
Discount Noteholders, all signatories thereto (the "Agreement"), is executed and
delivered by AIG Global Investment Corp. (the "Joining Party") as of August 19,
2003. Each capitalized term used herein but not otherwise defined shall have the
meaning set forth in the Agreement.

     1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Senior
Discount Noteholder" and a "Party" for all purposes under the Agreement.

     2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Senior Discount Noteholders set forth in the Agreement to each other
Party to the Agreement.

     3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.

     4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.

                                    * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as
of the date first written above.

SUNAMERICA LIFE INSURANCE COMPANY


By: AIG Global Investment Corp., investment adviser


     By: /s/ Christopher F. Ochs
         ---------------------------
         Christopher F. Ochs
         Vice President

------------------------------------
Principal Amount of Debt Held
------------------------------------
   Debt           2,000,000
------------------------------------

Notice Address:   SunAmerica Life Insurance Company
                  C/O AIG Global Investment Corp.,
                  2929 Allen Parkway, 37th Floor
                  Houston, TX 77019
                  Attention: Mike Lanier

With a Copy to:

     Acknowledged:


     By:
         --------------------------
     Name:
     Title:

<PAGE>

                                     JOINDER

     This Joinder to the Senior Discount Noteholder Plan Support Agreement,
dated as of August 19, 2003, by and among the Company and the Consenting Senior
Discount Noteholders, all signatories thereto (the "Agreement"), is executed and
delivered by J.P. MORGAN PARTNERS (BHCA), L.P. (the "Joining Party") as of
August 19, 2003. Each capitalized term used herein but not otherwise defined
shall have the meaning set forth in the Agreement.

     1. Agreement to be Bound. The Joining Party hereby agrees to be bound by
all of the terms of the Agreement, attached to this Joinder as Annex I (as the
same may be hereafter amended, restated or otherwise modified from time to
time). The Joining Party shall hereafter be deemed to be a "Consenting Senior
Discount Noteholder" and a "Party" for all purposes under the Agreement.

     2. Representations and Warranties. With respect to the Debt set forth below
its name on the signature page hereof and all related claims, rights and causes
of action arising out of or in connection with or otherwise relating to such
Debt, the Joining Party hereby makes the representations and warranties of the
Consenting Senior Discount Noteholders set forth in the Agreement to each other
Party to the Agreement.

     3. Notices. All notices and other communications to be delivered to the
Joining Party shall be made to the addresses and facsimile numbers set forth
below.

     4. Governing Law. This Joinder shall be governed by and construed in
accordance with the internal laws of the State of New York.

                                    * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>

IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as
of the date first written above.


/s/ Richard Waters
-------------------------------------
By: J.P. MORGAN PARTNERS (BHCA), L.P.
Name: Richard Waters
Title: Partner

-------------------------------------
Principal Amount of Debt Held
-------------------------------------
   Debt*       $7,000,000
-------------------------------------
*Does not reflect accrued interest

Notice Address:   J.P. MORGAN PARTNERS (BHCA), L.P.
                  1221 Avenue of Americas, 39th Floor
                  New York, NY 10020-1080
                  Attention: Kevin O'Brien

With a Copy to:

     Acknowledged:


     By:
         ----------------------------
     Name:
     Title: