EXHIBIT
      10.6


    

    


    


    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (this “Agreement”) is made and entered into by and between
      Digital Domain, Inc. (the “Company”) and Mark Miller (“Employee”).

    


    1.
      Employment.

    


    The
      Company agrees to employ Employee, and Employee agrees to perform his services
      exclusively for the Company, on the terms and conditions set forth in this
      Agreement.

    


    2.
      Term.

    


    The
      term
      of this Agreement (the “Term”) shall commence on September __, 2006
      (“Commencement Date”) and shall, unless terminated sooner pursuant to the
      provisions of Section 6, terminate on September __, 2008. On the second
      anniversary of the Commencement Date, the Term shall, subject to the termination
      provisions of Section 6, be automatically extended for an additional period
      of
      one year ending on September __, 2009, unless either the Company or Employee
      notifies the other in writing, not less than one hundred twenty (120) days
      prior
      to such second anniversary, that it or he does not wish the Term to be so
      extended. 

    


    3.
      Position
      and Duties.
      

    


    During
      the term of his employment under this Agreement, Employee shall serve as the
      “President” of the Company. In such position, Employee will have the authority
      and responsibility normally attendant to an employee holding such position
      and
      will, among other things, be responsible for overseeing and managing the
      Company’s Production,
      Marketing, Legal and Finance
      divisions, adhering to the budgets set forth and approved by the Company, taking
      direction from his superiors and acting at all times in the Company’s best
      interests. From time to time Employee may be asked to perform other duties
      for
      the Company which may include, but shall not be limited to, sitting on various
      committees, acting on behalf of the Company for trade organizations, and/or
      assisting others in the Company in their divisions. Employee shall report
      directly to the Chief Executive Officer of the Company, provided that, in the
      event that Carl Stork ceases for any reason to be the Chief Executive Officer
      of
      the Company at any time during the Term, then Employee shall have the right,
      exercisable within sixty (60) days thereafter by notice to the Company’s Board
      of Directors, to report directly to the Company’s Board of Directors, subject to
      protocols instituted by the Board for such purpose. Employee will at all times
      perform all of the duties and obligations required of him by the terms of this
      Agreement in a loyal and conscientious manner and to the best of Employee’s
      ability and experience.

    


    4.
      Base
      Salary and Bonus Compensation.
      

    


    (a)
      In
      consideration for all rights and services provided by Employee, Employee shall
      receive an annual base salary of $516,000.00 (the “Base Salary”). Such Base
      Salary shall be payable at such intervals as salaries are paid by the Company
      to
      other employees of the Company, subject to the usual and required employee
      payroll deductions and withholdings. The Base Salary shall be subject to minimum
      annual increases of 7% over the prior year’s Base Salary, with any increase in
      excess of such minimum to be determined by the Company’s Board of Directors (or
      the Compensation Committee of such Board of Directors), in its sole and absolute
      discretion.

    


    (b)
      In
      addition to the Base Salary, Employee will be eligible to receive an annual
      discretionary bonus (the "Annual Bonus"). Employee’s Annual Bonus during the
      Term shall be unconditionally guaranteed at a non-discretionary minimum of
      10%
      of the then applicable Base Salary, provided that any amount in addition thereto
      shall be within the sole and absolute discretion of the Company's Board of
      Directors (or the Compensation Committee of the Board of Directors) and shall
      be
      based upon Employee’s achievement of certain mutually agreed objectives and
      goals and/or Employee’s contribution to the success of the Company’s financial
      and business objectives and goals for the fiscal year with respect to which
      the
      Annual Bonus is calculated, such determination to be made by the Company's
      Board
      of Directors (or the Compensation Committee of the Board of Directors) in its
      sole and absolute discretion. The Company's overall financial performance will
      also be considered in determining whether any of the discretionary portion
      of
      the Annual Bonus is awarded and, if so, the amount. Employee must remain
      continuously employed by Company through the date on which the Annual Bonus
      is
      paid to be eligible to receive such Annual Bonus. Any Annual Bonus shall be
      subject to all required federal, state and local tax withholding.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)
      Employee also is being granted a non-qualified stock option (the “Option”) to
      purchase an aggregate of 800,000 shares of the common stock (the “Common Stock”)
      of the Company’s parent corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”).
      Such Option will vest as follows: one-eighth (1/8) thereof shall vest on the
      date six (6) months following the Commencement Date and one-eighth (1/8)
      portions thereof shall vest on the final date of each 6 month period thereafter
      until such Option is fully vested, provided that, subject to the provisions
      of
      Section 7(b), all vesting under the Option shall cease as of the date that
      Employee’s employment by the Company ceases for any reason. The Option will have
      an exercise price per share equal to $1.00, and will be governed in all other
      respects by (and Employee agrees to enter into) Wyndcrest’s standard form of
      stock option agreement, and by the terms of the equity incentive plan under
      which it is granted, provided that such form of stock option agreement as
      entered into between Wyndcrest and Employee shall provide that, (x) in the
      event
      and to the extent that the Option would otherwise expire upon the consummation
      of a fundamental corporate transaction constituting the sale of more than 50%
      of
      the capital stock of Wyndcrest, or the sale of all or substantially all of
      the
      assets of Wyndcrest and its subsidiaries on a consolidated basis, provided
      that
      Employee is then still employed pursuant to the terms of this Agreement, the
      Board of Directors of Wyndcrest shall, as determined by it in its sole and
      absolute discretion, either (i) accelerate the vesting of the entire unvested
      portion of the Option with effect not later than five (5) business days prior
      to
      the consummation of such transaction, or (ii) cause Wyndcrest to enter into
      such
      contractual arrangements with the purchaser(s) in such transaction as are
      necessary to ensure that the Option continues to survive in accordance with
      its
      original tenor from and after the consummation of such fundamental corporate
      transaction, and (y) in the event that this Agreement is terminated (other
      than
“for cause” as defined infra)
      by the
      Company (or a successor entity) or by Employee pursuant to Section 6(b), within
      six (6) months after and as a result of the consummation of such a fundamental
      corporate transaction, the then unvested portion of the Option shall become
      fully vested upon such termination.

    


    (d)
      The
      Company shall, or shall in its sole discretion arrange for Wyndcrest to, pay
      to
      Employee, simultaneously with the execution of this Agreement, a signing bonus
      in an amount equal to $100,000, which amount shall be in lieu of any relocation
      or similar benefit.

    


    5.
      Expenses
      and Benefits.
      

    


    (a)
      Employee shall be entitled to reimbursement for all reasonable and ordinary
      expenses incurred by Employee in the course of, and directly related to, the
      rendering of services pursuant to this Agreement in accordance with the
      Company’s policies for reimbursement of such expenses, and the limitations
      thereon, that are in effect at the time such expenses are incurred. Such
      expenses shall be supported by reasonable documentation and accepted standards
      and rules that the Company will put into place from time to time. 

    


    (b)
      During his employment under this Agreement, Employee shall be entitled to
      participate in or receive benefits under the Company’s medical, health,
      disability, retirement, welfare and insurance plans and arrangements then in
      effect and generally made available from time to time to the management
      employees of the Company, subject to and on a basis consistent with the terms,
      conditions and overall administration of such plans and
      arrangements.

    


    (c)
      Employee shall be entitled to twenty (20) days of paid vacation each year during
      the Term. Such vacation time shall accrue and cumulate in accordance with the
      Company’s vacation policy.

    


    (d)
      Employee shall be elected as a Director of the Company, subject to the approval
      of Wyndcrest as the Company’s sole stockholder, which the Company will use its
      reasonable efforts to procure, to serve in such capacity until the earlier
      to
      occur of (i) the expiration or termination of this Agreement, or
      (ii) the consummation of an initial public offering of the Common Stock.
      Employee also agrees to serve (i) as a Director of Wyndcrest, if so requested
      by
      Wyndcrest’s Board of Directors and if he is duly elected to such position,
      without additional compensation, and (ii) as a Director of each significant
      subsidiary of the Company, if so requested by the Company’s Board of Directors
      and duly elected to such position, without additional compensation.

     

    
      
        
        

      

      
        Page
          2

        
          

        

      

      
        
        

      

    

    (e)
      Upon
      Employee’s completion of five (5) years of full-time continuous employment with
      the Company, Employee shall be entitled to a paid sabbatical for a period of
      up
      to six (6) weeks.

    


    (f)
      Employee shall be entitled to reimbursement of legal expenses incurred by
      Employee in the event Lucasfilm institutes legal action against Employee based
      on Employee terminating his employment with Lucasfilm and entering into this
      Agreement.

    


    6.
      Termination.
      

    


    (a)
      The
      Company may terminate Employee’s employment and the Company’s obligations under
      this Agreement at any time within the first twelve (12) months following the
      Commencement Date for any reason, or for no reason, for cause or without cause,
      and the Company may terminate Employee’s employment and the Company’s
      obligations under this Agreement at any time “for cause,” subject, in each case,
      only to the termination compensation requirements set forth in Section 7. The
      following shall constitute termination “for cause”:

    
      


      
        	 	
                (1)
                  

              	
                Employee’s
                  death or permanent disability;
                  or

              


      

      


      
        	 	
                (2)
                  

              	
                The
                  Company’s termination of Employee under any of the following
                  circumstances, which also shall without limitation each be deemed
                  to be a
                  material breach of this Agreement: 

              


      

       

    

    
      	 	
              (i)

            	
              The
                material breach by Employee of any material covenant contained in
                this
                Agreement or in Exhibit A;

            


    

    


    
      	 	
              (ii)

            	
              The
                material breach by the Employee of any material provision of the
                Company’s
                rules, regulations, policies or procedures in effect from time to
                time;

            


    

    


    
      	 	
              (iii)

            	
              The
                repudiation or purported termination of this Agreement by Employee
                (other
                than a termination by Employee pursuant to Section 6(b));
                or

            


    

    


    
      	 	
              (iv)

            	
              The
                conviction (by trial or upon a plea) of Employee of a felony involving
                moral turpitude; 

            


    

    


    provided
      that, with respect to paragraphs (i) and (ii) supra,
      if the
      underlying breach is capable of cure, the basis of a “for cause” termination by
      the Company shall only arise if such breach is not cured within thirty (30)
      days
      after written demand for cure is given to Employee by the Company identifying
      such breach with reasonable particularity. 

    


    (b)
      Employee may terminate Employee’s employment under this Agreement and the
      Company’s obligations under this Agreement if:

    


    
      	 	
              (1)
                

            	
              The
                Company materially breaches any material covenant contained in this
                Agreement which breach, if capable of cure, is not cured within thirty
                (30) days after written demand for cure is given to the Company by
                Employee identifying the breach with reasonable particularity;
                or

            


    

    


    
      	 	
              (2)
                

            	
              The
                Company assigns to Employee duties and responsibilities substantially
                inconsistent with the duties and responsibilities described in Section
                3
                of this Agreement and (i) Employee thereafter notifies the Company
                in
                writing of the fact that Employee believes such has occurred, describing
                with reasonable particularity the facts upon which such conclusion
                is
                based, and (ii) the Company fails, within forty-five (45) days following
                receipt of such notice, to reassign to Employee duties and
                responsibilities substantially consistent with those described in
                Section
                3 hereof.

            


    

    


    (c)
      Any
      termination by the Company or by Employee pursuant to this Section 6 shall
      be
      effected by written notice of termination given to the other, and such
      termination shall be effective upon the giving of such notice, unless, in the
      case of a termination notice given by the Company to Employee, such notice
      states that the termination shall become effective on a later date (“Delayed
      Termination”), in which case such termination shall become effective on the date
      set forth in the notice. In the event of a Delayed Termination, the Company
      shall have the right in its sole discretion to determine whether or not Employee
      comes into the office and works during the period of time from the date the
      notice is given until the termination date; provided that, in any case, Employee
      shall be considered a full-time employee of the Company through the termination
      date.

    


    
      
        
        

      

      
        Page
          3

        
          

        

      

      
        
        

      

    

    7.
      Compensation
      Upon Termination.

    


    (a)
      If
      the Company terminates Employee’s employment and its obligations under this
      Agreement for cause, the Company shall pay Employee his Base Salary and accrued
      but unused vacation through the date on which his employment is terminated,
      and
      the Company shall have no other obligations to Employee under this Agreement
      after the date of termination; provided that the Company shall retain all rights
      and remedies it may have against Employee by reason of any breach of this
      Agreement by Employee.

    


    (b)
      If
      the Company terminates Employee’s employment under this Agreement other than for
      cause, or if Employee terminates such employment pursuant to Section 6(b) of
      this Agreement, then in either such event the Company shall pay Employee his
      accrued compensation through the date on which his employment is terminated,
      and
      additionally shall continue to pay to Employee the Base Salary for a period
      equal to twelve (12) months (or such lesser period as is coextensive with the
      remainder of the Term) following the termination of employment. Continuation
      of
      Base Salary under this clause (b) shall be paid in accordance with the Company’s
      normal payroll practices at the time such amounts would otherwise have been
      paid
      to the Employee, except as provide in Section 11(g) to comply with the
      requirements of Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”). If Employee’s employment is terminated other than for cause within
      the first twelve (12) months after the Commencement Date, Employee shall
      thereupon be vested under the Option as to an aggregate (including shares
      theretofore vested) of 200,000 shares of the Common Stock; if Employee’s
      employment is so terminated after such twelve (12) month period, but prior
      to
      the second anniversary of the Commencement Date, Employee shall thereupon be
      vested under the Option as to an aggregate (including shares theretofore vested)
      of 400,000 shares of the Common Stock. The Company retains the right to
      discontinue any severance payments if Employee, after termination, acts in
      such
      a manner as to harm or defame the Company.

    


    8.
      Non-Solicitation
      of Employees.
      

    


    Employee
      agrees that he will not at any time during the Term, or during the twelve-month
      period following any termination of this Agreement or his employment hereunder,
      solicit (directly or indirectly) any employees or then engaged contractors
      of
      the Company to render services as an employee or contractor for or on behalf
      of
      Employee or any other person; provided that with respect to any such employee
      or
      contractor personally recruited to the Company by Employee after the
      Commencement Date, such obligation shall be in effect for the Term and for
      a
      period of six (6) months following any such termination. 

    


    9.
      Confidentiality.
      

    


    The
      terms
      of the Confidential Information and Inventions Agreement attached hereto as
      Exhibit A are incorporated herein by this reference as if set forth in full
      herein and Employee agrees to act in accordance with and be bound by all of
      such
      terms. Employee covenants and agrees to keep the specific terms and provisions
      of this Agreement (other than compensation) in strictest confidence and not
      to
      disclose the same to any other person, other than Employee’s legal, accounting
      and financial advisers, to the extent necessary in order for them to discharge
      their professional responsibilities to Employee.

    


    10.
      Rules,
      Regulations, Policies and Procedures.

    


    Employee
      acknowledges that he shall perform his services in full compliance with all
      of
      the Company’s rules, regulations, policies and procedures, as the same may be in
      effect from time to time.

    


    11.
      Miscellaneous
      Provisions.

    


    (a)
      Notices.
      All
      notices or other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be considered properly given if
      delivered to the address set forth below, in the case of the Company, or to
      the
      address set forth beneath Employee’s signature hereto, in the case of Employee,
      by (1) U.S. certified mail, return receipt requested, postage prepaid, (2)
      facsimile with confirmation of successful transmission, or (3) personal
      delivery. Either party may change his or its address by giving written notice
      of
      the change to the other party in accordance with this provision. Any notice
      given prior to the notice of change of address shall not be affected by the
      notice of address change.

    


    
      
        
        

      

      
        Page
          4

        
          

        

      

      
        
        

      

    

    Address
      for the Company:

    


    Digital
      Domain, Inc.

    300
      Rose
      Avenue

    Venice,
      California 90291

    Attention:
      Chief Executive Officer

    Telecopier:
      (310) 314-2870

    


    with
      a
      copy to:

    


    Digital
      Domain, Inc.

    300
      Rose
      Avenue

    Venice,
      California 90291

    Attention:
      General Counsel

    Telecopier:
      (310) 314-2943

    


    (b)
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes all prior agreements between the
      parties with respect thereto.

    


    (c)
      Employee
      Representation.
      Employee hereby represents to the Company that the execution and delivery of
      this Agreement by Employee and the Company and the performance by Employee
      of
      Employee’s duties hereunder shall not constitute a breach of, or otherwise
      contravene, the terms of any employment agreement or other agreement or policy
      to which Employee is a party or otherwise bound.

    


    (d)
      Governing
      Law and Venue.
      This
      Agreement shall be enforced, governed by and construed in accordance with the
      laws of the State of California. The parties agree that all actions or
      proceedings initiated by either party hereto arising directly or indirectly
      out
      of this Agreement shall be litigated in federal or state court in Los Angeles,
      California. The parties hereto expressly submit and consent in advance to such
      jurisdiction and agree that service of summons and complaint or other process
      or
      papers may be made by registered or certified mail addressed to the relevant
      party at the address set forth herein. The parties hereto waive any claim that
      a
      federal or state court in Los Angeles, California, is an inconvenient or an
      improper forum.

    


    (e)
      Assignment.
      This
      Agreement, and all of Employee’s rights and duties hereunder, shall not be
      assignable or delegable by Employee. Any purported assignment or delegation
      by
      Employee in violation of the foregoing shall be null and void ab initio
      and of
      no force and effect. This Agreement may be assigned by the Company to a person
      or entity which is an affiliate or a successor in interest to substantially
      all
      of the business operations of the Company. Upon such assignment, the rights
      and
      obligations of the Company hereunder shall become the rights and obligations
      of
      such affiliate or successor person or entity. 

    


    (f)
      Survival.
      The
      terms set forth in Sections 7-11, inclusive, shall survive any termination
      of
      this Agreement.

    


    (g)
      Section
      409A.
      All
      payments of “nonqualified deferred compensation” (within the meaning of Section
      409A of the Code) are intended to comply with the requirements of Code Section
      409A, and shall be interpreted in accordance therewith. Neither party
      individually or in combination may accelerate any such deferred payment, except
      in compliance with Code Section 409A, and no amount shall be paid prior to
      the
      earliest date on which it is permitted to be paid under Code Section 409A.
      In
      the event that the Employee is determined to be a “key employee” (as defined in
      Code Section 416(i) (without regard to paragraph (5) thereof)) of Company at
      a
      time when its stock is deemed to be publicly traded on an established securities
      market, payments determined to be “nonqualified deferred compensation” payable
      following termination of employment shall be made no earlier than the earlier
      of
      (i) the last day of the sixth (6th) complete calendar month following such
      termination of employment, or (ii) the Employee’s death, consistent with the
      provisions of Code Section 409A. Any payment delayed by reason of the prior
      sentence shall be paid out in a single lump sum at the end of such required
      delay period in order to catch up to the original payment schedule. Unless
      otherwise expressly provided, any payment of compensation by Company to the
      Employee, whether pursuant to this Agreement or otherwise, shall be made within
      two and one-half months (21⁄2 months) after the end of the calendar year in which
      the Employee’s right to such payment vests (i.e., is not subject to a
      substantial risk of forfeiture for purposes of Code Section 409A).
      Notwithstanding anything herein to the contrary, no amendment may be made to
      this Agreement if it would cause the Agreement or any payment hereunder not
      to
      be in compliance with Code Section 409A.

    


    
      
        
        

      

      
        Page
          5

        
          

        

      

      
        
        

      

    

    (h)
      Cooperation.
      Employee shall provide Employee’s reasonable cooperation to the Company in
      connection with any action or proceeding (or any appeal from any action or
      proceeding) which relates to events occurring during Employee’s employment
      hereunder, provided that the Company reimburses Employee for any costs or
      expenses reasonably incurred in connection with such cooperation. 

    


    (i)
      Severability.
      If any
      provision of this Agreement is determined to be invalid or unenforceable for
      any
      reason and to any extent, the remainder of this Agreement shall not be affected
      thereby, but shall be enforced to the greatest extent permitted by
      law.

    


    (j)
      Captions.
      All
      titles and captions of sections and subsections contained in the Agreement
      are
      for convenience or reference only and shall not be deemed part of this
      Agreement.

    


    (k)
      Counterparts.
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.

    


    


    


    [signature
      page follows]

     

    
 

    
      
        
        

      

      
        Page
          6

        
          

        

      

      
        
        

      

    

    In
      witness whereof, the parties hereto intending to be bound hereby execute and
      deliver this Employment Agreement as of the __ day of September,
      2006.

     

    
      	DIGITAL
              DOMAIN, INC.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              

              Carl
                Stork     

              Chief
                Executive Officer

            	 	 	
              
MARK
              MILLER
	 	 	Address:	 	25
              Calumet Avenue
              San
                Anselmo, California 94960 

            


    

     

     

    
      
        
        

      

      
        Page
          7

        
          

        

      

      
        
        

      

    


    The
      undersigned Wyndcrest Holdings, LLC hereby expressly agrees to pay any of the
      pecuniary obligations of the Company to Employee set forth in the foregoing
      Employment Agreement between the Company and Employee, in the event that any
      such obligation is not timely paid by the Company. 

    
 

    
      	 	 	 
	 	
              WYNDCREST
                HOLDINGS, LLC

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:  
	 	
              
                

              

              Title:  

            
	 	
              
 




    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    


     

    [See
      Attached Employee Confidential Information and Inventions
      Agreement]

     

    


    
      
        
        

      

      
        Page
          9