EXHIBIT
        10.8

      

      
EMPLOYMENT
        AGREEMENT

      
        
          
             

            This
              Employment Agreement (this “Agreement”) is made and entered into by and between
              Digital Domain, Inc. (the “Company”) and Ed Ulbrich (“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 shall commence on October 31, 2006 (“Commencement Date”) and
              shall terminate on December 31, 2009 (the “Term”), unless terminated sooner
              pursuant to the provisions of Section 6. 

            


            3.
              Position
              and Duties.
              

            


            During
              the term of his employment under this Agreement, Employee shall serve
              as the
              President, Commercials Division, and as Executive Vice President, of
              the
              Company. In such positions, Employee will have the authority and responsibility
              normally attendant to an employee holding such positions and will,
              among other
              things, be responsible for overseeing and managing the Company’s advertising
              business unit, and select feature films and alternative media projects
              of the
              Company,
              adhering to the budgets set forth and approved by the Company, participating
              in
              all of the Company’s Executive Staff meetings relating to the Company’s future
              strategic direction, 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 or the
              President
              of the Company, as determined by the Chief Executive Officer in his
              sole and
              absolute discretion. 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 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, subject to the usual and required employee
              payroll
              deductions and withholdings. The Base Salary shall be $300,000.00 during
              the
              period commencing on the Commencement Date and ending on December 31, 2006,
              and shall be increased to $450,000.00 effective January 1, 2007. The Base
              Salary for each of calendar years 2008 and 2009 shall be in an amount
              equal to
              one hundred seven percent (107%) of the respective prior calendar year’s Base
              Salary (i.e., $481,500.00 from January 1, 2008 through December 31,
              2008, and
              $515,205.00 from January 1, 2009 through December 31, 2009). 

            


            (b)
              In
              addition to the Base Salary, Employee will be eligible to receive an
              annual
              bonus (the “Annual Bonus”). With respect to calendar year 2006, Employee shall
              receive an Annual Bonus in a maximum amount equal to $150,000.00, fifty
              percent
              (50%) of which shall be contingent upon satisfaction in full of the
              net profit
              target set forth in Exhibit A attached hereto. The first $75,000.00 of the
              maximum Annual Bonus for 2006 shall be paid to Employee on January 31,
              2007. There shall be no conditions or contingencies with respect to
              the payment
              of the first $75,000.00 of the maximum Annual Bonus for 2006. The remaining
              $75,000.00 of the maximum Annual Bonus for 2006 shall be paid to Employee
              upon
              completion (not later than March 31, 2007) by the Company’s outside auditors of
              their audit of the Company’s financial statements for its 2006 fiscal year, but
              only if such financial statements as so audited indicate that the net
              profit
              target set forth in Exhibit A was satisfied in full. Employee’s Annual
              Bonus for each of the calendar years 2007, 2008 and 2009 shall be
              unconditionally guaranteed at a non-discretionary minimum of 10% of
              the then
              applicable Base Salary for such year, payable (subject to the penultimate
              sentence of this paragraph) on January 31 of the subsequent calendar
              year,
              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 in achieving its financial
              and
              business objectives and goals for the fiscal year with respect to which
              the
              Annual Bonus is calculated, in each case as determined 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 for calendar years 2007, 2008 and 2009 is awarded and,
              if so, the
              amount thereof. Employee must remain continuously employed by the Company
              through the date on which any Annual Bonus is paid to be eligible to
              receive
              such bonus. Any Annual Bonus shall be subject to all required federal,
              state and
              local tax withholding.

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            (c)
              Employee shall also be granted (within 45 days of the date of this
              Agreement) a
              non-qualified stock option (the “Option”) to purchase an aggregate of 500,000
              shares of the common stock (the “Common Stock”) of the Company’s parent
              corporation, Wyndcrest DD Holdings, Inc. (“Wyndcrest”). The Option shall vest as
              to 250,000 shares on the Commencement Date, and the remaining 250,000
              shares
              covered thereby shall 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 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 the fair
              market value of a share of Common Stock on the date of grant, as determined
              by
              the Board of Directors of Wyndcrest, 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 him by the Company,
              under
              the Company’s 1995 Stock Option Plan, or otherwise, vested or unvested, are
              hereby 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 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 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)
              If
              the Company enters into indemnification agreements with executive officers
              of
              the Company similar in title to Employee, the Company will offer to
              enter into
              such an agreement with Employee on substantially similar terms and
              conditions.

            


            (d)
              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

                        


                

                


                
                  
                    
                    

                  

                  
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                      2

                    
                      

                    

                  

                  
                    
                    

                  

                

                
                  	 	
                          (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 his 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 B attached
                          hereto;

                      


              

              


              
                	 	
                        (iii)

                      	
                        The
                          engaging by Employee in conduct materially 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;

                          


                  

                    

                

              

            

            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 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.

            


            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 (other than indemnification of Employee
              pursuant
              to California Labor Code Section 2802); 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.

            


            
              
                
                

              

              
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                  3

                
                  

                

              

              
                
                

              

            

            (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 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 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. 

            


            9.
              Confidentiality.
              

            


            The
              terms
              of the Confidential Information and Inventions Agreement attached hereto
              as
              Exhibit B 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 Employee’s legal, financial and accounting 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.

            


            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

            


            
              
                
                

              

              
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                  4

                
                  

                

              

              
                
                

              

            

            (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.

            


            (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 reference only and shall not be deemed part of this
              Agreement.

            


            
              
                
                

              

              
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                  5

                
                  

                

              

              
                
                

              

            

            (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 thereby hereby
              execute
              and deliver this Employment Agreement as of the 31 day of October,
              2006.

            


             

            
              


              
                	DIGITAL
                        DOMAIN, INC.	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                        

                        Carl
                          Stork     

                        Chief
                          Executive Officer

                      	 	 	
                        

                        ED
                          ULBRICH 

                      
	 	 	Address:	
                        
                           

                        

                      
	 	 	 	
                        

                      
	 	 	 	 
	 	 	 	
                        
 
	 	 	 	 
	 	 	 	
                        

                      
	 	 	 	 
	 	 	 	
                        
 


              

               

               

              
                
                  
                  

                

                
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            EXHIBIT
              A

             

            FY
              2006 Net Profit Target

             

            A
              minimum
              of $6,898,000.00 of net profit earned by the Commercials Division of
              Digital
              Domain, Inc. (“DDI”) in DDI’s 2006 fiscal year, as determined in accordance with
              DDI’s financial reporting system.

             

            
              
                
                

              

              
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                  8

                
                  

                

              

              
                
                

              

            


            EXHIBIT
              B

             

            [See
              Attached Employee Confidential Information and Inventions
              Agreement]

             

            
              
                
                

              

              
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                  9