Exhibit
      10.9

     

    

    


    EMPLOYMENT
      AGREEMENT

     

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

    


    1.
      Employment.

    


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

    


    2.
      Term.

    


    The
      term
      of this Agreement shall commence on June __, 2007 (“Commencement Date”) and
      shall, unless terminated sooner pursuant to the provisions of Section 6,
      terminate on June __, 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 June
      __,
      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 she does not wish the Term to be so extended..

    


    3.
      Position
      and Duties.
      

    


    During
      the term of her employment under this Agreement, Employee shall serve as the
      “Chief Financial Officer” 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 all aspects of the business of the Company’s finance and accounting
      group, using her best efforts to adhere to the budgets set forth and approved
      by
      the Company, taking direction from her 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 President and to the Chief Executive
      Officer of the Company. Employee will at all times perform all of the duties
      and
      obligations required of her by the terms of this Agreement in a loyal and
      conscientious manner and to the best of Employee’s ability and experience.
      Employee shall render the services required of her under this Agreement
      primarily in Los Angeles County, California.

    


    4.
      Base
      Salary and Bonus Compensation.
      

    


    (a)
      In
      consideration for all rights and services provided by Employee, Employee shall
      receive an annualized base salary during the Term (the “Base Salary”), which
      shall be payable at such intervals as salaries are paid by the Company to other
      employees of the Company (but no less frequently than monthly), subject to
      the
      usual and required employee payroll deductions and withholdings. The Base Salary
      shall be $300,000.00 during the Term. 

    


    (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)
      That
      Option granted to Employee pursuant to that certain employment terms letter
      dated as of January 6, 2007 (“January 6, 2007 Letter Agreement”) shall continue
      unmodified by this Agreement, 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. In consideration of the grant of the Option to Employee, Employee
      agrees that all of the options previously issued to her by the Company, under
      the Company’s 1995 Stock Option Plan, or otherwise, vested or unvested, have
      been effectively cancelled in their entirety, and Employee agrees to execute
      such additional instruments as are requested by the Company to evidence this
      cancellation. 

    


    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 her employment under this Agreement, Employee shall be entitled to
      participate in or receive benefits under the Company’s medical, health,
      disability, retirement, welfare, pension, profit-sharing and insurance plans
      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 12-month
      period during the Term. Such vacation time shall accrue and cumulate in
      accordance with the Company’s vacation policy.

    


    6.
      Termination.
      

    


    (a)
      The
      Company may terminate Employee’s employment and the Company’s obligations under
      this Agreement at any time for any reason, or for no reason, for cause or
      without cause, subject 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’s employment under any of the following
                circumstances, which also shall without limitation each be deemed
                to be a
                material breach of this Agreement: 

            


    

    


    
      	 	
              (i)
                

            	
              The
                failure by Employee to substantially perform her duties (other than
                any
                such failure resulting from the Employee’s temporary incapacity due to
                physical or mental illness);

            


    

    


    
      	 	
              (ii)
                

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

            


    

    


    
      	 	
              (iii)
                

            	
              The
                engaging by Employee in conduct adverse to the
                Company;

            


    

    


    
      	 	
              (iv)
                

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

            


    

    


    
      	 	
              (v)
                

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

            


    

    


    
      	 	
              (vi)
                

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

            


    

    



    
      
         

      

      
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    provided
      that, with respect to paragraphs (i), (ii), (iii) and (iv) 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 thirty (30) 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 paragraphs (a) or (b)
      of
      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.

    


    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 her Base Salary and accrued
      but unused vacation through the date on which her employment hereunder 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 her
      accrued compensation through the date on which her employment is terminated,
      and
      additionally shall continue to pay to Employee the Base Salary for a period
      equal to six (6) 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 Employee, except as provided in Section 11(g) to comply with the requirements
      of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
      The Company retains the right to discontinue any severance payments if Employee,
      after termination, acts in a manner so as to harm or defame the Company. The
      Company agrees that Employee shall have no duty to mitigate.

    


    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 her 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. 

     

    
      
         

      

      
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    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 in strictest confidence and not to disclose the same to any
      other person, other than (a) to Employee’s legal, financial and accounting
      advisers, to the extent necessary in order for them to discharge their
      professional responsibilities to Employee, (b) as required by applicable law
      or
      a court order binding on Employee, (c) in order to enforce or judicially
      construe this Agreement, or (d) for the purpose of providing information
      relating to Employee’s income to prospective employers, creditors and other
      third parties with a legitimate financial interest therein.

    


    10.
      Rules,
      Regulations, Policies and Procedures.

    


    Employee
      acknowledges that he shall perform her 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 her 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.

    


    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; Amendment.
      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. This Agreement may only be amended or modified
      pursuant to a writing executed by both of the parties hereto.

    


    (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.



    
      
         

      

      
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    (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 Employee is determined to be a “specified employee” (as defined
      in Code Section 409A(a)(2)(B) (and regulations and guidance thereunder)) of
      the
      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) 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
      the Company to 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
      Company’s fiscal year in which 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.

    


    (h)
      Cooperation.
      Employee shall provide Employee’s reasonable cooperation 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 of 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]


    
      
         

      

      
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    In
      witness whereof, the parties hereto intending to be bound thereby hereby execute
      and deliver this Employment Agreement as of the __ day of June,
      2007.

    


    DIGITAL
      DOMAIN, INC.

    


    


    
      	
              ______________________________________

            	 	
              _______________________________________

            
	
              Carl
                Stork

              Chief
                Executive Officer

            	 	
              YVETTE
                MACALUSO

            
	
              Address:    
                

            	
              4981
                Kilburn Court

            
	 	 	
              Oak
                Park, California 91377

            
	 	 	 
	 	 	 
	 	 	 


    

    


     


    
      
         

      

      
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    EXHIBIT
      A

     

    


     

    [See
      Attached Employee Confidential Information and Inventions
      Agreement]

     

     

     

     

     

     

     

    


    
      
         

      

      
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