EXHIBIT
      10.12

     

    EMPLOYMENT
      AGREEMENT


    This
      Employment Agreement (this “Agreement”) is made and entered into by and between
      Wyndcrest DD Holdings, Inc. (the “Company”) and Carl Stork
      (“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
      (the “Term”) of this Agreement shall commence on November 1, 2007 (the
“Commencement Date”) and shall, unless terminated sooner pursuant to the
      provisions of Section 6, terminate on February 28, 2008; provided, however,
      that
      the Term shall, subject to the termination provisions of Section 6, be
      automatically extended for an additional period of four months ending on June
      28, 2008, unless either the Company or Employee notifies the other in writing,
      not less than thirty (30) days prior to February 28, 2008, that it or he does
      not wish the Term to be so extended. Unless this Agreement has been terminated,
      as soon as practicable following February 28, 2008, the Compensation Committee
      of the Board of Directors of the Company will evaluate the duties that Employee
      has performed and the compensation that the Company has paid Employee in
      connection with setting terms on which Employee may be retained to provide
      services to the Company following the expiration of the Term.

    


    3.
      Position
      and Duties.
      

    


    During
      the term of his employment under this Agreement, Employee shall serve as Special
      Advisor to the Company. 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.
      Employee shall render the services required of him under this Agreement
      primarily in Yarrow Point, Washington. The Company may direct Employee to render
      services at Digital Domain, Inc.’s headquarters in Venice, California for
      specific activities that require his personal attendance, but in no event for
      more than a maximum of two (2) days in any monthly period. When providing
      services in Venice, California, Employee will be provided a rental car and
      lodging at the Company’s expense.

    


    4.
      Base
      Salary.
      

    


    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. 

    


    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)
      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, on thirty (30) days written notice. 

    


    (b)
      Employee may terminate Employee’s employment under this Agreement and the
      Company’s obligations under this Agreement at any time for any reason, or for no
      reason, on thirty (30) days written notice.

    


    (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 at the end of thirty (30) day
      notice period or such other date as the parties may agree. 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, any accrued
      but unused vacation through the date on which his employment is terminated,
      and
      any expenses incurred prior to termination payable under paragraph (a) of
      Section 5, 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, then in either such event
      the
      Company shall pay Employee his accrued compensation through the date that is
      no
      later than thirty (30) days following written notice of termination and any
      expenses incurred prior to termination payable under paragraph (a) of Section
      5.


    


    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 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 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.

    


    
      
         

      

      
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          2

        
          

        

      

      
         

      

    

    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:

    


    Wyndcrest
      DD Holdings, Inc.

    300
      Rose
      Avenue

    Venice,
      California 90291

    Attention:
      Chief Executive Officer

    Telecopier:
      (310) 314-2870

    


    with
      a
      copy to:

    


    Wyndcrest
      DD Holdings, 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.
      This
      Agreement shall be enforced, governed by and construed in accordance with the
      laws of the State of Washington. 

    


    (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)
      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. 

    


    (h)
      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.

    


    (i)
      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.

    


    
      
         

      

      
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          3

        
          

        

      

      
         

      

    

    (j)
      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.

    


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

    


    WYNDCREST
      DD HOLDINGS, INC.

    
      	 	 	 	 
	  
              	 	 	  
              
	
              

              Mark
                Miller

              Chief
                Executive Officer

            	 	 	
              
Carl
              Stork
	
               

            	
              Address: 

            	 


    

    

      
        
           

        

        
          Page
            4

          
            

          

        

        
           

        

      

EXHIBIT
      A

     

    [See
      Attached Employee Confidential Information and Inventions
      Agreement]

     

     

     

    
      
         

      

      
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          5