EXHIBIT
      10.20

    


    FIRST
      AMENDMENT

    TO
      

    STOCKHOLDERS
      AGREEMENT


    


    This
      FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (this “Amendment”),
      dated
      as of September 26, 2006, is by and among the signatories hereto. All
      capitalized terms used in this Amendment which are not herein defined shall
      have
      the same meanings ascribed to them in the Agreement (as defined infra).

    


    WHEREAS,
      the undersigned are parties to that certain Stockholders Agreement dated as
      of
      July 21, 2006 relating to Wyndcrest DD Holdings, Inc. (the “Agreement”)
      and,
      collectively, hold a majority of the Stockholder Shares owned by the Investors
      and a majority of the Falcon Securities, and such parties desire to amend the
      Agreement as provided herein;

    


    NOW,
      THEREFORE, in consideration of the premises and the covenants and agreements
      hereinafter set forth, the parties hereto hereby agree as follows:

    


    1. Board
      of Directors of the Company.
      Paragraphs (a)(i) and (a)(ii)(A) of Section 2 of the Agreement shall be amended,
      effective as of the date hereof, by being replaced in their entirety with the
      following: 

     

    
      	 	
              “(i)

            	
              the
                Board shall be comprised of nine (9)
                directors;

            


    

     

    (ii)   the
      following persons will be elected to the Board:

     

    
      	 	
              (A)

            	
              the
                holders of the majority of Stockholder Shares held by the Investors
                will
                designate eight (8) directors, which designees shall initially be
                John C.
                Textor, Michael Bay, Carl Stork, and five (5) persons to be designated
                by
                such holders after the date hereof;
                and,”.

            


    

     

    2. Boards
      of Directors of Significant Subsidiaries.
      The
      third sentence of Section 2(b) of the Agreement shall be amended, effective
      as
      of the date hereof, by being replaced in its entirety with the
      following:

    


    “The
      person or persons who are to serve as the member(s) of the board of directors
      of
      each Significant Subsidiary shall be designated by the board of directors of
      its
      immediate parent company; provided, however, that, in the event that the Falcon
      Director chooses, in his sole discretion, upon prior written notice thereof
      to
      the Company at any time or from time to time to serve on the board of directors
      of any such Significant Subsidiary, he shall promptly thereupon be elected
      to
      said board of directors, and simultaneously the composition of said board of
      directors and each committee thereof shall, where the appropriate persons are
      willing to serve, be made identical to the composition of the Board and each
      corresponding committee thereof; provided further that no member of the Board
      shall be required to serve as a director or committee member of said Significant
      Subsidiary. The parties agree that the foregoing shall in no way impair or
      limit
      the rights granted to Falcon under that certain letter agreement with the
      Company and DDI dated as of July 21, 2006 relating to, among other things,
      the
      Venture Capital Operating Company regulations of the Department of
      Labor.”


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    3. Continued
      Effectiveness.
      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.

    


    4. Headings;
      Counterparts.
      Section
      headings used herein are for convenience of reference only, are not part of
      this
      Amendment and shall not affect the construction of or be taken into
      consideration in interpreting this Amendment. This Amendment may be executed
      in
      multiple counterparts, all of which shall constitute one and the same
      instrument, and may be delivered by facsimile.

    


    5. Governing
      Law.
      This
      Amendment shall be governed by and construed in accordance with the internal
      laws of the State of Delaware, without giving effect to principles of conflicts
      of laws or choice of law of the State of Delaware or any other jurisdiction
      which would result in the application of the law of any jurisdiction other
      than
      the State of Delaware.

    


    (signature
      page follows)


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this First Amendment to Stockholders
      Agreement as of the day and year first above written.

    


    


    


    
      	
              By:_________________________________

            	
              
                By:_________________________________

              

            
	
              MICHAEL
                BAY

            	
              CARL
                STORK

            
	 	 
	 	 
	 	 
	
              
                By:_________________________________

              

            	
              
                By:_________________________________

              

            
	
              JONATHAN
                TEAFORD

            	
              JOHN
                C. TEXTOR

            


    

    


    


    


    


    
      	
              FALCON
                MEZZANINE PARTNERS II, LP

            	
              WYNDCREST
                DD HOLDINGS, INC.

            
	 	 
	 	 
	
              By:
                Falcon Mezzanine Investments II, LLC

            	 
	
              Its:
                General Partner

            	 
	 	 
	
              
                By:_________________________________

              

            	
              
                By:_________________________________

              

            
	
              
                Name:_______________________________

              

            	
              Name:_______________________________

            
	
              
                Title:________________________________ 

              

            	
              Title:________________________________

            


    

    



    
      
         

      

      
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