EXHIBIT
      10.22


    WYNDCREST
      DD HOLDINGS, INC.

    


    RESTRICTED
      STOCK AGREEMENT

    


    This
      Restricted Stock Agreement (this “Agreement”)
      is
      made as of March 23, 2007 (the “Effective
      Date”)
      by and
      between Wyndcrest DD Holdings, Inc., a Delaware corporation (the “Company”),
      and
      ________________ (the “Holder”).

    


    WHEREAS,
      the Company and the Holder are among the parties to the SPA (as defined
infra);
      and


    


    WHEREAS,
      clause 3.2(c) of the SPA provides for the Company and the Holder to enter into
      a
      restricted stock agreement pursuant to which the Company is to issue a specified
      number of shares of the Common Stock (as defined infra)
      to the
      Holder in the form of restricted stock; and 

    


    WHEREAS,
      The Foundry Visionmongers Ltd. (the “Foundry”),
      an
      affiliate of the Company, employs the Holder (the “Employment”).

    


    NOW,
      THEREFORE, for good and valuable consideration (including, without limitation,
      the consideration for the Transaction (as defined in the SPA)), the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereby agree as
      follows: 

    


    AGREEMENT

    


    1. Definitions.
      For
      purposes of this Agreement, the following terms shall have the meanings
      respectively set forth below:

    


    “Anniversary
      Date”
      means
      any anniversary of the Effective Date.

    


    “Board”
      means
      the Board of Directors of the Company.

    


    “Common
      Stock”
      means
      the Company’s Common Stock, $0.0001 par value per share.

    


    “Restricted
      Shares”
      means
      the shares of Common Stock issued to the Holder pursuant to Section 2 of
      this Agreement, during the period that they are subject to the Restrictions.
      “Restricted Shares” shall also include any additional or different securities
      issued with respect to existing Restricted Shares as a result of any adjustment
      made pursuant to Section 8 hereof.

    


    “Restrictions”
      means
      the restrictions set forth in Section 3 hereof which are imposed on the
      Restricted Shares prior to the vesting thereof in accordance with the terms
      of
      this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “SPA”
      means
      that certain Share Purchase Agreement, of even date herewith, by and among
      the
      Holder and the other parties defined as Sellers therein, the Buyer (as defined
      therein) (the “Buyer”) and the Foundry.

    


    “Vested
      Shares”
      means
      the shares of Common Stock issued to the Holder pursuant to Section 2
      hereof which have become vested pursuant to Section 4 hereof and are, therefore,
      no longer subject to the Restrictions.

    


    2. Issuance
      of Restricted Stock.
      Pursuant to action of the Board duly taken and in accordance with the terms
      of
      the SPA, the Company hereby agrees to issue to the Holder [ # ] shares of the
      Common Stock as Restricted Shares. 

    


    3. Restrictions.
      From
      the Effective Date until such time, if any, that the Holder obtains a vested
      right to the shares of Common Stock subject to this Agreement pursuant to
      Section 4 hereof, neither such shares of Common Stock (including any additional
      shares resulting from an adjustment of the original shares pursuant to
      Section 8 hereof), nor any right or privilege pertaining thereto, may be
      sold, assigned, transferred, pledged, hypothecated or otherwise disposed of
      or
      encumbered in any way, and shall not be subject to execution, attachment or
      similar process. Any attempt to sell, transfer, assign, pledge, hypothecate
      or
      otherwise dispose of or encumber the Restricted Shares, or any right or
      privilege pertaining thereto, shall be null and void ab
      initio
      and of
      no force and effect. Upon the lapse of the Restrictions with respect to any
      shares of Common Stock, the Holder shall obtain a vested right to such shares
      of
      Common Stock.

    


    4. Vesting.
      Except
      as otherwise provided in Section 7 and subject to the last sentence of this
      Section 4, on each Anniversary Date through and including the third
      Anniversary Date, the Restrictions shall lapse with respect to one-third of
      the
      original number of Restricted Shares set forth in Section 2 hereof, as
      adjusted to account for additional shares of Common Stock resulting from any
      adjustment pursuant to Section 8 hereof. For this purpose, fractional
      shares shall be rounded down to the nearest whole share of Common Stock (for
      which purpose one-half share shall be rounded down to the nearest whole share
      of
      Common Stock). Notwithstanding the foregoing, upon (i) the Foundry’s termination
      of the Employment in any of the circumstances set out in Exhibit B attached
      hereto, or (ii) the Holder’s resignation of the Employment, other than in
      response to the Holder’s constructive dismissal (in circumstances amounting to a
      repudiatory breach of the terms of such Employment on the part of the Foundry)
      from such Employment, any remaining Restricted Shares which have not theretofore
      become vested in accordance with the forepart of this Section 4 shall
      immediately and permanently be forfeited to the Company without the payment
      of
      any consideration by the Company. 

    


    5. Custody,
      Voting and Dividends.
      Restricted Shares shall be held in certificated form in the name of the Holder
      by the Company or its agent for the Holder’s account, with appropriate notation
      of the Restrictions made in the Company’s records and on the certificate(s)
      evidencing the Restricted Shares. The original, executed irrevocable stock
      power
      attached to this Agreement as Exhibit A shall be endorsed and delivered to
      the
      Secretary of the Company along with the original of this Agreement as executed
      and delivered to the Company by the Holder. To the extent the Restricted Shares
      have not been forfeited, the Holder shall be entitled to all voting and dividend
      rights and privileges associated therewith.

    
      
         

      

      
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    6. Lapse
      of Restrictions.
      If, and
      when, the Restrictions lapse, the Company shall promptly distribute the stock
      certificate(s) evidencing the Vested Shares to the Holder, which will not bear
      any restrictive legend other than such legends as may be appropriate under
      applicable foreign, federal or state securities laws. Additionally, the Company
      will deliver to the Holder, no later than thirty (30) days following the lapse
      of such Restrictions, the related irrevocable stock power delivered to the
      Company pursuant to Section 5 hereof.

    


    7. SPA
      Offset Rights.
      Notwithstanding any other provision of this Agreement, in the event that any
      of
      the Restricted Shares are subjected to the Buyer’s right of offset against
      indemnification liabilities of the Holder as provided in clause 7.15 of the
      SPA,
      such Restricted Shares shall eo instante
      be
      permanently forfeited to the Company. 

    


    8. Adjustments.
      Notwithstanding anything to the contrary herein, in the event that the Board
      shall determine in good faith that any recapitalization, stock dividend, stock
      split, reverse stock split, reorganization, merger, consolidation, spin-off,
      combination, repurchase, or share exchange, or other similar corporate
      transaction or event, affects the Restricted Shares such that an adjustment
      is
      equitable in order to prevent inequitable dilution or enlargement of the rights
      of the Holder under this Agreement, then the Board shall, in such manner as
      it
      may deem equitable, make any adjustments to the grant of Restricted Shares
      provided for in this Agreement that it deems appropriate. 

    


    9. Tax
      Considerations.
      The
      Holder acknowledges and understands that the tax consequences to the Holder
      as a
      result of the transaction contemplated by this Agreement depend on the Holder’s
      individual circumstances and the characterization of such transaction. Further,
      the Holder will be responsible for any personal tax liability, whether foreign,
      federal, state or local, as a result of this transaction and the Holder’s
      ownership of the Restricted Shares and/or the Vested Shares. The Holder has
      consulted with the Holder’s own financial and tax advisor(s) with respect to
      this transaction and has not relied on any advice from the Company or any of
      its
      officers, directors, agents or representatives with respect to the tax
      consequences thereof. Upon the lapse of the Restrictions (or such earlier time,
      if any, that the value of the shares issued to the Holder pursuant to this
      Agreement are included in taxable income of the Holder), if the Company (or
      any
      subsidiary or affiliate of the Company) is required to withhold taxes with
      respect thereto under any applicable foreign, federal, state or local law,
      rule
      or regulation, the Company shall have the right to require the Holder to pay
      to
      it (or such subsidiary or affiliate) immediately the amount of such taxes,
      and
      may withhold the delivery of the stock certificate(s) evidencing the Vested
      Shares and the related stock power delivered to the Company in accordance with
      Section 5 hereof until such amount is paid. 

    


    10. Investment
      Representations.
      In
      connection with the issuance to the Holder of Restricted Shares pursuant to
      the
      terms hereof, the Holder represents to the Company the following:

    
      
         

      

      
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    10.1 Investment.
      The
      Holder is acquiring the Restricted Shares for investment for the Holder’s own
      account and not with the view to, or for resale in connection with, any
      distribution, assignment or resale within the meaning of the U.S. Securities
      Act
      of 1933 (the “Securities Act”), the California Corporate Securities Law of 1968,
      as amended (the “California Securities Law”) and any other applicable securities
      law, foreign or domestic, and no other person has a direct or indirect
      beneficial interest, in whole or in part, in such Restricted Shares. The Holder
      understands that the Restricted Shares have not been and will not be registered
      under the Securities Act or qualified under the California Securities Law or
      under the securities laws of any other jurisdiction in reliance upon specific
      exemptions from the securities registration and qualification requirements
      thereof which depend upon, among other things, the bona fide nature of the
      Holder’s investment intent as expressed herein and in any other representations,
      warranties or information provided by the Holder to the Buyer in connection
      with
      the SPA and/or to the Company in this Agreement.

    


    10.2 Restrictions
      on Transfer.
      The
      Holder acknowledges that the Restricted Shares and the Vested Shares must be
      held indefinitely unless subsequently registered and qualified under the
      Securities Act and other applicable law or unless an exemption from the
      applicable securities registration and qualification requirements is otherwise
      available. The Holder further understands that the Company is under no
      obligation to register or qualify the Restricted Shares or the Vested
      Shares.

    


    10.3 Relationship
      to Company; Experience.
      The
      Holder either has a preexisting business or personal relationship with the
      Company or any of its officers, directors or controlling persons or, by reason
      of the Holder’s business or financial experience, has the capacity to protect
      the Holder’s own interests in connection with the Holder’s acquisition of the
      Restricted Shares. The Holder has such knowledge and experience in financial,
      tax and general business matters as is sufficient to enable the Holder to
      utilize the information made available to the Holder in connection with the
      acquisition of the Restricted Shares to evaluate the merits and risks of an
      investment therein and to make an informed investment decision with respect
      thereto.

    


    10.4 Access
      to Data.
      The
      Holder is aware of the Company’s business affairs and financial condition, and
      has acquired sufficient information about the Company to reach an informed
      and
      knowledgeable decision to acquire the Restricted Shares. The Holder acknowledges
      that during the course of the Transaction (as defined in the SPA) and before
      deciding to acquire the Restricted Shares, the Holder has been provided with
      financial and other written information about the Company. The Holder has been
      given the opportunity by the Company to obtain any information and ask questions
      concerning the Company, the Restricted Shares, and the Holder’s investment
      therein that the Holder deems necessary; and to the extent the Holder availed
      himself of that opportunity, the Holder has received satisfactory information
      and answers.

    


    10.5 Risks.
      The
      Holder acknowledges and understands that (i) an investment in the Restricted
      Shares is highly speculative, and (ii) there can be no assurance as to what
      return, if any, there may be thereon. The Holder is aware that the Company
      may
      issue additional securities in the future which would result in the dilution
      of
      the Holder’s ownership interest in the Company.

    
      
         

      

      
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    10.6 Valid
      Agreement.
      This
      Agreement when executed and delivered by the Holder shall constitute a valid
      and
      legally binding obligation of the Holder which shall be enforceable against
      the
      Holder in accordance with its terms.

    


    10.7 Residence.
      The
      Holder is a permanent resident of the United Kingdom.

    


    11. Miscellaneous.

    


    11.1 Amendment.
      This
      Agreement may only be amended by written agreement between the Company and
      the
      Holder.

    


    11.2 Notices.
      Notices
      required or permitted under this Agreement shall be given pursuant to the
      applicable provisions of clause 16 of the SPA, which provisions are hereby
      incorporated herein by this reference, provided that the notice address for
      the
      Holder for purposes of this Agreement shall be as set forth on the signature
      page of this Agreement. 

    


    11.3 Successors
      and Assigns.
      The
      rights and benefits of this Agreement shall inure to the benefit of, and be
      enforceable by, the Company’s successors and assigns. The rights and obligations
      of the Holder under this Agreement may only be assigned with the prior written
      consent of the Company.

    


    11.4 Further
      Actions.
      Each
      party agrees to execute any additional documents and take such further actions
      as the other party may deem reasonably necessary to carry out the purposes
      of
      this Agreement.

    


    11.5 Shareholder
      Rights.
      Subject
      to the provisions of this Agreement, the Holder shall during the term of this
      Agreement exercise all rights and privileges of a shareholder of the Company
      with respect to the Restricted Shares, until such time, if any, as they are
      forfeited to the Company.

    


    11.6 Injunctive
      Relief.
      The
      Holder agrees that the Company and/or other shareholders of the Company shall
      be
      entitled to a decree of specific performance of the terms hereof or an
      injunction restraining violations of this Agreement, without the necessity
      of
      posting a bond, such right to be in addition to any of the other remedies of
      the
      Company hereunder. No remedy provided herein is intended to be exclusive of
      any
      other remedy, and each and every remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or hereafter existing
      at
      law or in equity.

    


    11.7 Governing
      Law; Jurisdiction and Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California. The parties irrevocably agree that the state and Federal
      courts of Los Angeles County, California shall have exclusive jurisdiction
      to
      settle any dispute or claim that arises out of or in connection with this
      Agreement. Each of the parties agrees to waive to the fullest extent permitted
      by applicable law any objection that it now has or may hereafter have to the
      venue of any litigation, proceeding or action arising out of, or in connection
      with, this Agreement being laid in any such court, or that any such litigation,
      proceeding or action was brought in an inconvenient forum.

    
      
         

      

      
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    11.8 Severability.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void or unenforceable, the remaining provisions shall nevertheless
      continue in full force and effect without being impaired or invalidated in
      any
      way and shall be construed in accordance with the purposes, tenor and effect
      of
      this Agreement.

    


    11.9 No
      Right to Continued Employment.
      Nothing
      contained herein shall confer upon the Holder any right to continue in the
      employ of the Foundry, or any of its affiliates or subsidiaries, and the Foundry
      and such other persons shall have all otherwise available rights to discharge
      the Holder from employment for any reason whatsoever, with or without
      cause.

    


    11.10 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding of the parties in
      respect of the subject matter hereof and supersedes all prior and
      contemporaneous written or oral communications or agreements between the Company
      and the Holder regarding the subject matter hereof, and no amendment or addition
      hereto shall be deemed effective unless agreed to in writing by the
      parties.

    


    11.11 Waivers.
      No
      waiver of any provision of this Agreement or any rights or obligations of either
      party hereunder shall be effective, except pursuant to a written instrument
      signed by the party or parties waiving compliance, and any such waiver shall
      be
      effective only in the specific instance and for the specific purpose stated
      in
      such writing.

    


    11.12 Counterparts.
      This
      Agreement may be executed in one or more counterparts each of which shall be
      an
      original and all of which together shall constitute one and the same
      instrument.

    


    11.13 Attorneys’
      Fees.
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement, or because of an alleged dispute, breach, default
      or misrepresentation in connection with any provision of this Agreement, the
      successful or prevailing party shall be entitled to recover reasonable
      attorneys’ fees and other costs incurred in that action or proceeding, in
      addition to any other relief to which such party may be entitled.

    


    [Signature
      page follows.]

    



    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company and the Holder have executed this Restricted Stock
      Agreement as of the day and year first written above.

     

    
      	 	
              “COMPANY”

            
	 	 
	 	
              WYNDCREST
                DD HOLDINGS, INC.

            
	 	 
	 	
              By:_______________________________

            
	 	
              Its:_______________________________

            
	 	 
	 	 
	 	
              “HOLDER”

            
	 	 
	 	______________________________
	 	 
	 	
              Address:____________________________

            
	 	           
              _________________________
	 	           
              _________________________
	 	 
	 	 


    

    


    


    
      
         

      

      
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    EXHIBIT
      A

     

    IRREVOCABLE
      STOCK POWER

     

    FOR
      VALUE
      RECEIVED, and pursuant to that certain Restricted Stock Agreement dated as
      of
      March 23, 2007 (the “Agreement”), the undersigned does hereby sell, assign,
      transfer and convey to Wyndcrest DD Holdings, Inc. (the “Company”)
      ________________ shares of the Company’s Common Stock, $0.0001 par value per
      share, represented by Certificate(s) No.______________, and hereby irrevocably
      constitutes and appoints _____________________ to transfer said stock on the
      books of the Company, with full power of substitution in the premises.


     

    


    
      	
              ______________________________________________________

            	
              __________________

            
	
              First
                Name         Middle
                Name                 Last
                Name

            	
              Date

            


    

    


    Instructions:
      Please do not fill in any blanks other than the signature line. The purpose
      of
      this irrevocable stock power is to enable the Company to exercise full ownership
      and control over the restricted stock subject to the Agreement in the event
      of
      forfeiture.

    


    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B

     

     

    The
      Holder:

    


    
      	 	
              1.

            	
              commits
                any serious breach of the terms of the Employment or is guilty of
                any
                gross misconduct or any wilful neglect in the discharge of the Holder’s
                duties under the terms of such
                Employment;

            


    

    


    
      	 	
              2.

            	
              repeats
                or continues (after written warning) any material breach of the terms
                of
                the Employment;

            


    

    


    
      	 	
              3.

            	
              is
                guilty of any fraud, dishonesty or any conduct that the Foundry reasonably
                believes could bring the Holder, the Foundry or the Company into
                disrepute
                (whether or not constituting gross
                misconduct);

            


    

    


    
      	 	
              4.

            	
              consistently
                and/or persistently fails to carry out the Holder’s duties and obligations
                under the terms of the Employment;

            


    

    


    
      	 	
              5.

            	
              is
                convicted of any criminal offence (other than minor offences under
                road
                traffic or other legislation for which a fine or non-custodial penalty
                is
                imposed) which the Foundry reasonably believes could impair the Holder’s
                ability to perform the Holder’s obligations under the terms of the
                Employment in any material respect;

            


    

    


    
      	 	
              6.

            	
              (if
                the Holder is a director) is disqualified from holding office in
                the
                Foundry or in any other company by reason of any order made under
                the
                Company Directors Disqualification Act 1986 or any other United Kingdom
                enactment;

            


    

    


    
      	 	
              7.

            	
              is
                convicted of an offence under the Criminal Justice Act 1993 Pt V32
                or
                under any other present or future United Kingdom statutory enactment
                or
                regulations relating to insider dealings;
                or

            


    

    


    
      	 	
              8.

            	
              (if
                the Holder is a director) resigns as or becomes prohibited by law
                from
                being a director of the Foundry, otherwise than at the Foundry’s request
                or with the Foundry’s
                agreement.