EMPLOYMENT AGREEMENT

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Exhibit 10.10

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made and entered into as of
December 7, 2006 by and between DDi Corp., a Delaware corporation, on behalf of
itself and any and all of its subsidiaries (together, the "Company"), and
Michael R. Mathews ("Executive").

RECITALS

A. Prior to the date of this Agreement, Executive has been serving as the
Senior Vice President - Manufacturing Operations of the Company.

B. The Company desires to employ the Executive from the date set forth
above (the "Effective Date") until expiration of the term of this Agreement, and
Executive is willing to be employed by Company during that period, on the terms
and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. Position and Duties. During the term of this Agreement, Executive will
continue to be employed by the Company to serve as Senior Vice President -
Manufacturing Operations, reporting to Company's Chief Executive Officer.
Executive will, subject to the supervision and direction of the Chief Executive
Officer, be responsible for overseeing and managing all aspects of the
manufacturing operations within the Company's North American operations,
including but not limited to, manufacturing, purchasing, environmental, quality
and health and safety.

2. Standards of Performance. Executive will at all times faithfully,
industriously and to the best of his ability, experience and talents perform all
of the duties required of and from him pursuant to the terms of this Agreement.
Executive will devote his full business energies and abilities and all of his
business time to the performance of his duties hereunder and will not, without
the Company's prior written consent, render to others any service of any kind
(whether or not for compensation) that, in the Company's sole but reasonable
judgment, would or might interfere with the full performance of his duties
hereunder. Notwithstanding the foregoing, Executive is permitted to spend
reasonable amounts of time to manage his personal financial and legal affairs
and, with the Company's consent which will not be unreasonably withheld, to
serve on civic, charitable, industry or corporate boards or advisory committees,
provided that such activities, individually and collectively, do not materially
interfere with the performance of Executive's duties hereunder. In no event will
Executive engage in any activities that could reasonably create a conflict of
interest or the appearance of a conflict of interest. Executive shall be subject
to the Company's policies, procedures and approval practices, as generally in
effect from time to time.

3. Salary, Benefits and Other Compensation.

(a) Base Salary. As an annual base salary ("Base Salary") for all
services rendered pursuant to this Agreement, Executive will be paid an initial
Base Salary in the gross

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amount of Two Hundred Seventy-Five Thousand Dollars ($275,000) calculated on an
annualized basis, less necessary withholdings and authorized deductions, and
payable pursuant to the Company's regular payroll practices at the time. The
Company will pay Executive an amount necessary to make the Base Salary
retroactive to September 1, 2006. The Base Salary is subject to review within
the first three months after the end of the fiscal year ending 2007 ("fiscal
2007") and, thereafter, subject to periodic review not less frequently than
annually within the first three months after the end of the next successive
fiscal year, and to increase (but not decrease) as approved by the Compensation
Committee of the Board ("Compensation Committee"), or, if the Board desires to
approve increases to the Base Salary, the Board, in the sole discretion of the
Compensation Committee or the Board, as applicable.

(b) Incentive Bonuses. During the term of Executive's employment under
this Agreement, Executive will be eligible to participate in all bonus plans
applicable to senior executives of the Company established by the Board. The
target amount of incentive bonuses will be determined by the Compensation
Committee, and will be tied to the Company's achievement of financial objectives
established by the Board and individual performance objectives to be established
annually by the Compensation Committee. For the avoidance of doubt, incentive
bonuses will be payable only if financial and performance objectives established
by the Board and the Compensation Committee are achieved. Executive must be
employed by the Company as of the last day of any fiscal year to be eligible for
consideration for an incentive bonus for that fiscal year. Incentive bonuses
will be paid out according to the terms of the bonus plans that are to be
determined by the Compensation Committee.

(c) Equity Awards. Executive will be entitled to stock options, grants
of restricted stock or other equity-based compensation commensurate with
Executive's position and level of responsibility, as determined from
time-to-time by the Compensation Committee and/or the Board.

(d) Paid Time Off and Benefits. Executive will accrue paid time off
for vacation at the rate of four (4) weeks per year. Except for emergencies or
other unanticipated events, the days selected for Executive's vacation must be
mutually agreeable to the Company and to Executive. Executive will accrue paid
time off for illness pursuant to the Company's regular policies. In addition,
Executive is entitled to participate in any plans regarding benefits of
employment, including pension, profit sharing, group health, disability
insurance and other employee welfare benefit plans now existing or hereafter
established to the extent that Executive is eligible under the terms of such
plans and if the other executive officers of the Company generally are eligible
to participate in such plan. The Company may, in its sole discretion and from
time to time, establish additional senior management benefit plans as it deems
them appropriate. Executive understands that any such plans may be modified or
eliminated in the Company's sole discretion in accordance with applicable law.

(e) Relocation Payment; Reimbursement of Relocation Costs. The Company
will reimburse Executive for reasonable out-of-pocket expenses incurred by
Executive in connection with Executive's relocation from New Hampshire to Orange
County, California; provided, that (i) such expenses are approved in writing in
advance by the Chief Executive Officer of the Company, and (ii) Executive
provides reasonable documentation evidencing such expenses. In addition, the
Company will pay closing and other transaction costs relating to the


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sale of Executive's current residence in New Hampshire and purchase of a new
residence in California. The Company will bear the cost of rent and expenses for
a California residence in the amount of up to $3,000 per month through the date
on which Executive sells his current residence located in New Hampshire. In the
event the reimbursement for any relocation expenses is not tax deductible, the
Company will pay to Executive an additional amount such that the net amount
retained by Executive, after deduction of any Federal, state and local income
and employment taxes upon the expense reimbursements and the additional payment,
shall be equal to the relocation expenses incurred by Executive.

(f) Reimbursement of Business Expenses. The Company will promptly
reimburse Executive for reasonable, customary and documented out-of-pocket
business expenses in connection with the performance of Executive's duties under
this Agreement in accordance with the policies and procedures established by the
Company.

(g) Automobile Allowance. The Company will pay Executive an automobile
allowance in the amount of $500 per month.

(h) Sarbanes-Oxley Act Loan Prohibition. To the extent that any
Company benefit, program, practice, arrangement or this Agreement would or might
otherwise result in Executive's receipt of an illegal loan (the "Loan"), the
Company shall use commercially reasonable efforts to provide Executive with a
substitute for the Loan that is lawful and of at least equal value to Executive.
If this cannot be done, or if doing so would be significantly more expensive to
the Company than making the Loan, the Company need not make the Loan to
Executive or provide him a substitute for it.

4. Term and Termination of Employment. Executive will be employed for no
specific term and until terminated pursuant to the terms of this Agreement.

(a) Termination for Cause. The Company may terminate Executive's
employment at any time and without prior notice, written or otherwise, for
Cause. As used in this Agreement, "Cause" shall mean any of the following
conduct by Executive: (i) material breach of this Agreement, or of a Company
policy or of a law, rule or regulation applicable to the Company or its
operations; (ii) demonstrated and material neglect of duties, or failure or
refusal to perform the material duties of his position following written notice
from the Board and a reasonable opportunity to cure of not less than twenty (20)
days, or the failure to follow a reasonable and lawful instruction of the Board
following written notice from the Board and an opportunity to cure of at least
ten (10) days; (iii) dishonesty, self-dealing, fraud or similar misconduct; or
(iv) conviction of, or plea of nolo contendere to, a felony, a crime of
falsehood, or a crime involving fraud or moral turpitude. In the event of
termination for Cause, Executive will be entitled only to payment of any earned
but unpaid Base Salary and accrued but unused vacation paid to the extent
required by applicable law through the termination date, which for purposes of
this Section 4(a) will be the date on which the notice is given. The Company
will have no further obligation to pay any compensation of any kind (including
without limitation any bonus or portion of a bonus that otherwise may have
become due and payable to Executive with respect to the year in which such
termination date occurs), or severance payment of any kind nor to make any
payment in lieu of notice.


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(b) Termination Due to Disability. If Executive becomes unable, due to
physical or mental illness or injury, to perform the essential duties of his
position for 180 consecutive calendar days or more ("Disability"), the Company
has the right to terminate Executive's employment on 30 days written notice. A
termination of Executive's employment by the Company for Disability shall be
communicated to the Executive by written notice, and shall be effective on the
30th day after receipt of such notice by Executive (the "Disability Effective
Date"), unless Executive returns to full-time performance of Executive's duties
that is satisfactory to the Company before the Disability Effective Date. In the
event of termination for Disability, Executive will be entitled to receive: (i)
payment of all earned but unpaid compensation (including expense reimbursements)
through the effective date of termination, as specified in the notice, (ii) an
amount equal to the pro-rata portion of any bonus payments that would have been
due to the Executive under Section 3(b) of this Agreement had Executive been
employed by the Company as of the last day of the fiscal year during which such
termination occurred, calculated as the product of the bonus (as determined
pursuant to Section 3(b)) multiplied by a fraction, the numerator equal to the
number days from the start of the applicable fiscal year through the termination
date of Executive's employment with the Company, and the denominator being 365;
and (iii) whatever benefits to which he may be entitled pursuant to the
Company's benefit plans.

(c) Termination Due to Death. Executive's employment pursuant to this
Agreement shall be immediately terminated without notice by the Company upon the
death of the Executive. If Executive should die while actively employed pursuant
to this Agreement, the Company will pay to his estate or designated
beneficiaries within sixty (60) days: (i) payment of all earned but unpaid
compensation (including expense reimbursements) through the date of Executive's
death, (ii) an amount equal to the pro-rata portion of any bonus payments that
would have been due to the Executive under Section 3(b) of this Agreement had
Executive been employed by the Company as of the last day of the fiscal year
during which such termination occurred, calculated as the product of the bonus
(as determined pursuant to Section 3(b)) multiplied by a fraction, the numerator
equal to the number days from the start of the applicable fiscal year through
the termination date of Executive's employment with the Company, and the
denominator being 365, and (iii) whatever benefits to which he or his estate may
be entitled pursuant to the Company's benefit plans.

(d) Termination Other than for Cause. The Company may terminate
Executive's employment without Cause (as defined in this Agreement) at any time
and without prior notice, written or otherwise. In the event the Company
terminates Executive's employment for other than Cause, Disability or death, and
subject to the other provisions of this Agreement, Executive will be entitled
to:

(i) continued coverage under the Company's benefit plans through
the termination date in accordance with the terms of the plans;

(ii) payment of all earned but unpaid compensation through the
effective date of termination, payable on or before the termination date;


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(iii) reimbursement of any monies advanced or incurred by
Executive in connection with his Employment for reasonable and necessary
Company-related business expenses incurred on or before the termination
date;

(iv) payment of the equivalent of the Base Salary Executive would
have earned over the next twelve (12) months (the "Severance Period") (less
necessary withholdings and authorized deductions) at his then current Base
Salary rate ("Severance Payment"), payable in six equal monthly
installments starting on the first business day after six (6) months from
the termination date;

(v) an amount equal to the pro-rata portion of any bonus payments
that would have been due to the Executive under Section 3(b) of this
Agreement had Executive been employed by the Company as of the last day of
the fiscal year during which such termination occurred, calculated as the
product of the bonus (as determined pursuant to Section 3(b)) multiplied by
a fraction, the numerator equal to the number days from the start of the
applicable fiscal year through the termination date of Executive's
employment with the Company, and the denominator being 365;

(vi) at Executive's option, reimbursement of insurance premiums
payable by Executive to continue Executive's group health coverage oursuant
to COBRA (if Executive timely elects COBRA coverage) for the first twelve
(12) months following the termination date; and

(vii) the number of outstanding unvested stock options and
restricted stock previously granted to Executive that would have vested
over the twelve (12) month period after such termination if Executive
remained employed by the Company shall vest upon such termination.

Executive shall not receive the payments and benefits under subsections
(iv)-(vii), above, unless he signs the severance agreement and general
release document in the form attached as Exhibit A. In addition, if
Executive accepts other employment within twelve (12) months of the
termination date, the Company's obligation under (vi) above to reimburse
premiums for COBRA continuation of group health insurance coverage will be
extinguished as of the date of the date the Executive becomes eligible for
coverage under the group health plan of the Executive's new employer.

(e) Voluntary Termination for Good Reason. Executive may terminate
this Agreement for Good Reason (as defined in this Agreement) by giving written
notice of such termination, which termination will become effective on the
fifteenth day following receipt; provided, however, that Executive shall be
obligated to continue his employment with the Company or its successor for a
period of not less than ninety days following a Change of Control (as defined
below), to assist with transition. As used in this Agreement, "Good Reason"
shall mean the occurrence of one or more of the following: (i) a material
reduction in Executive's compensation or benefits, except as part of a general
change in compensation plans or benefits for all similarly situated executives;
(ii) involuntary relocation of primary work location more than 50 miles from the
current location; (iii) public disparagement of the Executive by the Company's
Board of Directors by press release or other formally released announcement that
is


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injurious to Executive's reputation as an executive (notwithstanding the
foregoing, statements made in the course of sworn testimony in administrative,
judicial or arbitral proceedings, including, without limitation, depositions in
connection with such proceedings, shall not be subject to this clause (iii));
and/or (iv) in the event of a Change of Control, the successor to the Company
fails to offer Executive a position having responsibilities, compensation and
benefits substantially similar to those enjoyed by Executive immediately
preceding the Change of Control or there is any change in the reporting
structure so that the Executive is required to report to any person other than
the chief executive officer of the successor to the Company. In the event of
resignation for Good Reason, Executive will be entitled to the benefits set
forth in subsection 4(d), above, in the event of termination by the Company
without Cause, on the same conditions that apply to those benefits, specifically
including, but not limited to, the signing of the severance agreement and
general release document, attached as Exhibit A.

(i) As used in this Agreement, a "Change in Control" shall mean
any of the following events:

(ii) the acquisition by any person (as such term is defined in
Section 13(c) or 14(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act")), other than (A) a trustee or other fiduciary holding
securities of the Company under an employee benefit plan of the Company or
(B) an entity in which the Company directly or indirectly beneficially owns
50% or more of the voting securities of such entity (an "Affiliate"), of
any securities of the Company, immediately after which such person has
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of more than fifty percent (50%) of (A) the outstanding
shares of Common Stock or (B) the combined voting power of the Company's
then outstanding securities entitled to vote generally in the election of
directors;

(iii) the Company is a party to a merger or consolidation with a
person other than an Affiliate which results in the holders of voting
securities of the Company outstanding immediately before such merger or
consolidation failing to continue to represent (either by remaining
outstanding or being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the then outstanding
voting securities of the corporation resulting from such merger or
consolidation; or

(iv) all or substantially all of the assets of the Company are,
in any transaction or series of transactions, sold or otherwise disposed of
(other than to an Affiliate);

provided, however, that in no event shall a "Change in Control" be deemed
to have occurred for purposes of this Agreement solely because the Company
engages in an internal reorganization, which may include a transfer of
assets to, or a merger or consolidation with, one or more Affiliates.

(f) Voluntary Resignation Without Good Reason. In the event that the
Executive resigns for other than Good Reason as defined above in subsection
4(e), Executive will be entitled only to payment of any earned but unpaid Base
Salary through the termination date and accrued but unused vacation to the
extent required by applicable law. The Company will have no


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further obligation to pay any compensation of any kind (including without
limitation any bonus or portion of a bonus that otherwise may have become due
and payable to Executive with respect to the year in which such termination date
occurs), or severance payment of any kind.

5. Proprietary Information Obligations.

(a) Proprietary Information and Confidentiality. Both before and
during the term of Executive's employment, Executive will have access to and
become acquainted with Company confidential and proprietary information
(together "Proprietary Information"), including but not limited to information
or plans concerning the Company's customer relationships; personnel; sales,
marketing and financial operations and methods; trade secrets, formulae,
devices; secret inventions; processes; and other compilations of information,
records, and specifications. Executive will not disclose any of the Proprietary
Information directly or indirectly, or use it in any way, either during the term
of this Agreement or at any time thereafter, except as reasonably required or
specifically requested in the course of his employment with the Company or as
authorized in writing by the Company. Notwithstanding, Proprietary Information
does not include information that is otherwise publicly known or available,
provided it has not become public as a result of a breach of this Agreement or
any other agreement to keep it confidential. It is not a breach of this
Agreement for Executive to disclose Proprietary Information pursuant to order of
a court or other governmental or legal body. All files, records, documents,
computer-recorded or electronic information, drawings, specifications,
equipment, and similar items relating to Company business, whether prepared by
Executive or otherwise coming into his possession, will remain the Company's
exclusive property and will not be removed from Company premises under any
circumstances whatsoever without the Company's prior written consent, except
when, and only for the period, necessary to carry out Executive's duties
hereunder, and if removed, will be immediately returned to the Company on
termination of employment, and Executive will keep no copies thereof.

(b) Inventions Agreement and Assignment.

(i) Executive hereby agrees to disclose promptly to the Company
(or any persons designated by it) all developments, designs, creations,
improvements, original works of authorship, formulas, processes, know-how,
techniques and/or inventions, hereinafter referred to collectively as
"Inventions") (A) which are made or conceived or reduced to practice by
Executive, either alone or jointly with others, in performing his duties
during the period of Executive's employment by the Company, that relate to
or are useful in the present or future business of the Company; or (B)
which result from tasks assigned to Executive by the Company, or from
Executive's use of the premises or other resources owned, leased or
contracted by the Company.

(ii) Executive agrees that all such Inventions which the Company
in its discretion determines to be related to or useful in its business or
its research or development, or which result from work performed by
Executive for the Company, will be the sole and exclusive property of the
Company and its assigns, and the Company and its assigns will have the
right to use and/or to apply for patents, copyrights or other statutory or
common law protections for such Inventions in any and all countries.
Executive further agrees to assist the Company in every reasonable way (but
at the


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Company's expense) to obtain and from time to time enforce patents,
copyrights and other statutory or common law protections for such
Inventions in any and all countries. To that end, Executive will execute
all documents for use in applying for and obtaining such patents,
copyrights and other statutory or common law protections therefor and
enforcing the same, as the Company may desire, together with any
assignments thereof to the Company or to persons or entities designated by
the Company. Should the Company be unable to secure Executive's signature
on any document necessary to apply for, prosecute, obtain, or enforce any
patent, copyright or other right or protection relating to any Invention,
whether due to his mental or physical incapacity or any other cause,
Executive hereby irrevocably designates and appoints the Company and each
of its duly authorized officers and agents as Executive's agent and
attorney-in-fact, to act for and in his behalf and stead, to execute and
file any such document, and to do all other lawfully permitted acts to
further the prosecution, issuance, and enforcement of patents, copyrights
or other rights or protections with the same force and effect as if
executed and delivered by Executive. Executive's obligations under this
subsection will continue beyond the termination of Executive's employment
with the Company, but the Company will compensate Executive at a reasonable
rate after such termination for time actually spent by Executive at the
Company's request in providing such assistance.

(iii) Executive hereby acknowledges that all original works of
authorship which are made by Executive (solely or jointly with others)
within the scope of Executive's employment which are protectable by
copyright are "works for hire," as that term is defined in the United
States Copyright Act (17 USCA, Section 101).

(iv) Any provision in this Agreement requiring Executive to
assign Executive's rights in any Invention to the Company will not apply to
any invention that is exempt under the provisions of California Labor Code
Section 2870, which provides:

"(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either: (1) relate at the time of
conception or reduction to practice of the invention to the employer's
business, or actual or demonstrably anticipated research or development of
the employer; or (2) result from any work performed by the employee for the
employer. (b) To the extent a provision in an employment agreement purports
to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable."

(c) Non-Solicitation, Non-Interference. While employed by the Company,
and thereafter for the duration of the Severance Period, Executive agrees not to
(i) solicit, attempt to solicit or accept business from, either directly or
indirectly, any vendor, customer, client, or supplier of the Company (including
affiliates) which has or could reasonably be expected to have a material adverse
effect on such vendor's, customer's, client's or supplier's relationship with
the Company; or (ii) induce or attempt to induce any then existing employee or
contractor to leave their employment with or service to the Company (including
affiliates), or to employ or seek to


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employ any such person who was employed by or a consultant to the Company during
the preceding three (3) months, provided that the latter restriction shall not
apply with respect to any person involuntarily terminated by the Company,
provided further that this exception shall not release any such person from
his/her obligations to the Company (including affiliates).

(d) Non-competition. Executive agrees that during the term of
employment, and for any Severance Period thereafter, he will not, without the
Company's prior written consent, directly or indirectly, be employed by, be
connected with, lend his name to or have an interest of any kind in, whether as
an employee, consultant, officer, director, partner, stockholder, joint
venturer, or otherwise, any person or entity owning, managing, controlling,
operating, or otherwise participating or assisting in a Restricted Business. For
purposes of this Agreement, "Restricted Business" is defined as printed circuit
board manufacturing. Notwithstanding this restriction, Executive shall be
entitled to invest in stock of other competing public companies so long as his
ownership is less than 1% of such company's outstanding shares.

(e) Return of Materials. In the event of termination of Executive's
employment for any reason, Executive will promptly deliver to the Company all
Compan