EXHIBIT
      10.11

     

    
      AMENDMENT
        NO. 1 TO EMPLOYMENT AGREEMENT

      


      This
        is
        Amendment No. 1 (this “Amendment”), dated as of September 18, 2007 (the
“Effective Date”), to the Employment Agreement, dated as of September 29, 2006
        (the “Agreement”), between Cliff Plumer (“Employee”) and Digital Domain, Inc.
        (the “Company”). 

      


      For
        good
        and valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the parties agree as follows:

      


      1. Expenses
        and Benefits.
        Section
        5 of the Agreement shall be amended, effective as of the Effective Date,
        by
        inserting the following paragraph after Paragraph (f) thereto:

      


      “(g)
         The
        Company shall reimburse Employee for reasonable travel expenses incurred
        by
        Employee with respect to his regular weekly commute between San
        Francisco/Oakland and Los Angeles, e.g.,
        economy
        class airfare, taxi fees and/or parking charges.”

      


      2. Conditional
        Stock Option Acceleration.
        Notwithstanding any terms to the contrary in Section 4(c) of the Agreement,
        if
        the Term of the Agreement is mutually extended for an additional period of
        one
        year commencing on the second anniversary of the Commencement Date (the “Second
        Anniversary”) and ending on September 29, 2009 (in accordance with the terms of
        Section 2 of the Agreement), then that portion of the Option which has not
        vested as of the Second Anniversary shall immediately vest on the date that
        is
        two (2) years after the grant date of that portion of the Option. Without
        derogating from the generality of the foregoing and for the avoidance of
        doubt,
        the parties may also agree to so extend the Term by a writing signed and
        mutually delivered by the parties any time prior to the date which is one
        hundred twenty (120) days prior to the Second Anniversary.

      


      3. Miscellaneous.
        It is
        the express intention of the parties hereto to ratify and reaffirm the terms
        and
        conditions of the Agreement, as amended concurrently herewith. Except as
        amended
        hereby, the Agreement shall remain unmodified and in full force and effect.
        In
        the event of any inconsistency between the provisions of the Agreement and
        the
        provisions of this Amendment, the provisions of this Amendment shall prevail.
        This Amendment may be executed in counterparts and delivered by
        facsimile.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
        Employment Agreement to be executed as of the Effective Date.

      


      


      
        	
                 

                 

                By:__________________________________

                CLIFF
                  PLUMER

              	
                DIGITAL
                  DOMAIN, INC.

                 

                
                  By:__________________________________

                  Its:
                    __________________________________