Exhibit 99.2

KIRKLAND & ELLIS LLP

Citigroup Center

153 East 53rd Street

New York, NY 10022-4675

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Richard L. Wynne (RW-5630)

KIRKLAND & ELLIS LLP

777 South Figueroa Street

Los Angeles, California 90017

Telephone: (213) 680-8400

Facsimile: (213) 680-8500

Sharon M. Kopman (Pro Hac Vice)

Reorganization Counsel for Debtors and

Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

	X
In re:	:	Chapter 11
	:
DDI CORP., et al.,	:	Case No. 03-15261 (SMB)
	:
Debtors.	:	(Jointly Administered)
	X

DISCLOSURE STATEMENT FOR THE JOINT PLAN OF

REORGANIZATION OF DDi CORP. AND

DDi CAPITAL CORP. UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

IMPORTANT DATES

•

Date by which Ballots must be received: , 2003

•

Date by which objections to Confirmation of the Plan must be filed and served: , 2003

•

Hearing on Confirmation of the Plan: , 2003

THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE COURT.

THE SECURITIES DESCRIBED HEREIN WILL BE ISSUED WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY SIMILAR FEDERAL, STATE OR LOCAL LAW, GENERALLY IN RELIANCE ON THE EXEMPTIONS SET FORTH IN SECTION 1145 OF THE BANKRUPTCY CODE.

THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED THEREIN.

FOR NON U.S. HOLDERS ONLY: THE DISTRIBUTION OF THIS DISCLOSURE STATEMENT AND THE ISSUE OR TAKING UP OF THE SECURITIES DESCRIBED IN THIS DISCLOSURE STATEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES. IN AN EFFORT TO COMPLY WITH LOCAL JURISDICTIONAL REQUIREMENTS GOVERNING THE OFFER AND ISSUANCE OF SECURITIES, DEBTORS HAVE MADE REASONABLE EFFORTS TO ASCERTAIN THE JURISDICTIONS WHERE DEBTORS’ SECURITIES ARE CURRENTLY HELD AND IN WHICH THE SECURITIES OF THE REORGANIZED DEBTORS WILL BE HELD AFTER THE EFFECTIVE DATE. HOWEVER, DEBTORS WERE UNABLE TO ACCURATELY ASSESS SUCH JURISDICTIONS. DEBTORS BELIEVE THAT THE AUTOMATIC ISSUANCE OF NEW COMMON STOCK, NEW PREFERRED STOCK AND NEW WARRANTS PURSUANT TO THE PLAN SHOULD QUALIFY FOR A PRIVATE PLACEMENT EXEMPTION FROM APPLICABLE LOCAL OFFERING

REQUIREMENTS ON THE BASIS OF THE CHARACTERISTICS OF THE SECURITY HOLDERS, THE NATURE AND AMOUNT OF THE SECURITIES HELD, OR OTHER SALIENT FACTS REGARDING THE SECURITIES AND SECURITY HOLDERS IN EACH RELEVANT JURISDICTION. NO ACTION HAS BEEN TAKEN BY THE DEBTORS THAT WOULD PERMIT AN OFFER OF ANY SECURITIES ISSUED UNDER THE PLAN OR POSSESSION OR DISTRIBUTION OF THIS DISCLOSURE STATEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS DISCLOSURE STATEMENT COMES ARE REQUIRED BY DEBTORS TO INFORM THEMSELVES ABOUT AND TO OBSERVE SUCH RESTRICTIONS. IN ADDITION, THE DEBTORS RECOMMEND THAT HOLDERS OR POTENTIAL HOLDERS OF SECURITIES UNDER THE PLAN CONSULT WITH THEIR OWN ADVISORS CONCERNING ANY LIMITATIONS ON THEIR RIGHT TO TRANSFER SUCH SECURITIES. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, OR THE SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. TO THE EXTENT THAT THE DEBTORS ARE REQUIRED TO COMPLY WITH CERTAIN REQUIREMENTS OF JURISDICTIONS IN WHICH HOLDERS OF SECURITIES OF THE DEBTORS RESIDE DUE TO THE PARTICIPATION OF HOLDERS IN SUCH JURISDICTIONS IN ANY VOTE OR ELECTION WITH RESPECT TO THE PLAN, THE DEBTORS SHALL NOT BE REQUIRED TO TAKE SUCH PARTICIPATION INTO ACCOUNT.

THIS DISCLOSURE STATEMENT CONTAINS A SUMMARY OF CERTAIN PROVISIONS OF THE PLAN AND CERTAIN OTHER DOCUMENTS AND FINANCIAL INFORMATION. DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE. THE SUMMARIES OF THE FINANCIAL INFORMATION AND THE DOCUMENTS WHICH ARE ATTACHED HERETO ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THOSE DOCUMENTS. IN THE EVENT OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION INCORPORATED HEREIN BY REFERENCE, THE PLAN SHALL GOVERN FOR ALL PURPOSES.

THE STATEMENTS AND FINANCIAL INFORMATION CONTAINED HEREIN HAVE BEEN MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND INTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER AT THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN THE FACTS SET FORTH HEREIN UNLESS SO SPECIFIED. EACH HOLDER OF AN IMPAIRED CLAIM OR IMPAIRED INTEREST SHOULD CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE STATEMENT AND THE EXHIBITS TO BOTH DOCUMENTS IN THEIR ENTIRETY BEFORE CASTING A BALLOT. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. ANY PERSONS DESIRING ANY SUCH ADVICE OR OTHER ADVICE SHOULD CONSULT WITH THEIR OWN ADVISORS.

NO PARTY IS AUTHORIZED TO GIVE ANY INFORMATION WITH RESPECT TO THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. NO REPRESENTATIONS CONCERNING DEBTORS OR THE VALUE OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT OR, SUBSEQUENT TO A FILING BY THE DEBTORS UNDER THE BANKRUPTCY CODE, BY THE BANKRUPTCY COURT. ANY INFORMATION, REPRESENTATIONS OR INDUCEMENTS MADE TO OBTAIN YOUR ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN OR INCONSISTENT WITH THE INFORMATION CONTAINED HEREIN AND IN THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR INTEREST.

ALTHOUGH THE DEBTORS HAVE USED THEIR BEST EFFORTS TO ENSURE THE ACCURACY OF THE FINANCIAL INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT, THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT HAS NOT BEEN AUDITED, EXCEPT FOR THE FINANCIAL STATEMENTS INCLUDED IN THE COMPANY GROUP’S ANNUAL REPORT ON FORM 10-K INCLUDED AS EXHIBIT D HERETO.

THE PROJECTIONS PROVIDED IN THIS DISCLOSURE STATEMENT HAVE BEEN PREPARED BY DEBTORS’ MANAGEMENT WITH THE ASSISTANCE OF Houlihan LOKEY HOWARD & ZUKIN. THESE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH

CONSIDERED REASONABLE BY MANAGEMENT, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND REORGANIZED DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT NO REPRESENTATIONS CAN BE MADE AS TO THE ACCURACY OF THESE PROJECTIONS OR TO THE REORGANIZED DEBTORS’ ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL NOT MATERIALIZE. FURTHER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THESE PROJECTIONS WERE PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR.

SEE SECTION V OF THIS DISCLOSURE STATEMENT, “RISK FACTORS”, FOR A DISCUSSION OF CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH A DECISION BY A HOLDER OF AN IMPAIRED CLAIM OR IMPAIRED INTEREST TO ACCEPT THE PLAN.

THIS DISCLOSURE STATEMENT AND THE STATEMENTS MADE HEREIN ARE MADE BY THE DEBTORS AND NOT BY ANY OF THE CO-SPONSORS OR CREDITORS SUBJECT TO PLAN SUPPORT AGREEMENTS.

TABLE OF CONTENTS

		Page
I. GENERAL INFORMATION		26

A.	DESCRIPTION OF COMPANY’S BUSINESS	26

1.	Corporate Structure	26

2.	The Company Group’s Business	26

B.	SUMMARY OF CAPITAL STRUCTURE	30

1.	The Pre-Restructuring Loan Documents	30

2.	Senior Discount Notes	31

3.	Convertible Subordinated Notes	31

4.	Preferred Stock and Common Stock	32

C.	EVENTS LEADING TO THE CHAPTER 11 CASES	32

D.	THE AD HOC PREPETITION SECURED LENDER COMMITTEE	37

E.	THE AD HOC CONVERTIBLE NOTE HOLDER COMMITTEE	38

F.	THE AD HOC SENIOR DISCOUNT NOTE HOLDER COMMITTEE	39

G.	THE RESTRUCTURING SUPPORT AGREEMENT	40

H.	THE PLAN SUPPORT AGREEMENT	44

I.	THE SENIOR DISCOUNT NOTE HOLDER PLAN SUPPORT AGREEMENT	47

J.	PURPOSE OF THE PLAN	50

K.	ASSETS AND LIABILITIES OF DEBTOR	50

L.	TERMS OF SECURITIES TO BE ISSUED PURSUANT TO THE PLAN	51

1.	Secured Lender Warrants	51

2.	Senior Discount Warrants	52

3.	New Common Stock	53

4.	New Preferred Stock	53

5.	New Senior Discount Notes	54

M.	OFFICERS AND DIRECTORS OF THE REORGANIZED DEBTORS	54

N.	LIQUIDATION ANALYSIS	54

O.	FINANCIAL PROJECTIONS AND VALUATION ANALYSIS	56

1.	Financial Projections	57

2.	Valuation	60

P.	THE REORGANIZED DEBTORS AND THEIR POST-CONFIRMATION ESTATES	65

II. THE CHAPTER 11 CASES		66

A.	FIRST DAY MOTIONS FILED	66

1.	Applications for Retention of the Debtors’ Professionals	66

2.	Motion of the Debtors for Entry of an Administrative Order Under 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals	67

3.	Motion for Order (I) Approving the Budget and Funding Agreement, dated as of August 1, 2003 and (II) Authorizing and Directing the Debtors’ Performance Thereunder pursuant to Bankruptcy Code §§105, 361, 362, 363, 364, 503(B) and 507(B) and Federal Rule of Bankruptcy Procedure 4001(B)	67

4.	Motion of the Debtors for Entry of an Order, Under Fed. R. Bankr. P. 1015(b), Directing Joint Administration (the “Joint Administrative Motion”)	68

B.	OTHER MOTIONS FILED	68

1.	Motion of the Debtors Pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and 2002 for an Order (I) Approving Proposed Disclosure Statement and Certain Related Relief, (II) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Proposed Joint Plan of Reorganization and (III) Scheduling a Hearing on Confirmation of the Proposed Joint Plan of Reorganization.	68

III. THE PLAN OF REORGANIZATION		69

A.	OVERVIEW OF CHAPTER 11	70

B.	OVERALL STRUCTURE OF THE DEBTORS’ PLAN	71

C.	CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS	72

1.	Administrative Claims	73

2.	Priority Tax Claims	76

3.	Indenture Trustee Fee Claims	77

4.	Class 1: Allowed Class 1 Claims (Unimpaired)	77

5.	Class 2: Other Secured Claims (Unimpaired)	78

6.	Class 3: Other Priority Claims (Unimpaired)	78

7.	Class 4: General Unsecured Claims (Unimpaired)	79

8.	Class 5: Allowed Class 5 Claims (Impaired)	80

9.	Class 6a: Allowed Class 6a Claims (Impaired)	80

10.	Class 6b: Allowed Class 6b Claims (Impaired)	81

11.	Class 7: Existing DDi Corp. Common Stock (Impaired)	81

D.	PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN	82

1.	Sources of Cash for Plan Distribution	82

2.	Distributions for Claims and Equity Interests Allowed as of the Effective Date	82

3.	Distributions by Reorganized DDi Corp.	83

4.	Delivery of Distributions and Undeliverable or Unclaimed Distributions	84

5.	De Minimis and Fractional Distributions	87

6.	Setoffs	88

7.	Surrender of Canceled Instruments or Securities	88

E.	PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS OR INTERESTS	90

1.	Prosecution of Objections to Claims	90

2.	Treatment of Disputed Claims	90

3.	Allowance of Claims and Equity Interests	91

4.	Controversy Concerning Impairment	91

F.	MEANS FOR IMPLEMENTATION OF THE PLAN	91

1.	Continued Corporate Existence of Reorganized Debtors	91

2.	Certificates of Incorporation and Bylaws	92

3.	Corporate Action	92

4.	Directors and Officers of the Reorganized Debtors	93

5.	Issuance of New Securities; Execution of Related Documents	96

iii

6.	Cancellation of Existing Securities and Agreements	120

7.	Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents	120

8.	Treatment of the Senior Discount Note Holders	121

9.	Funding of the Plan	121

10.	Revesting of Assets	122

G.	CONFIRMATION AND EFFECTIVENESS OF THE PLAN	123

1.	Condition Precedent to Confirmation	123

2.	Conditions Precedent to Consummation	123

3.	Waiver of Conditions	125

4.	Effect of Non-occurrence of Conditions to Consummation	126

H.	EFFECT OF PLAN CONFIRMATION	126

1.	Subordination	126

2.	Good Faith Finding	126

3.	Exculpation	127

4.	Debtor’s Releases and Injunction.	128

5.	Other Releases and Injunction.	129

6.	Preservation of Rights of Action	131

7.	Discharge of Claims and Termination of Equity Interests	131

I.	SUMMARY OF OTHER PROVISIONS OF THE PLAN	132

1.	Exemption from Certain Transfer Taxes	132

2.	Effectuating Documents, Further Transactions and Corporation Action	133

3.	Retention of Jurisdiction	133

4.	Revocation, Withdrawal or Non-consummation	136

5.	Section 1145 Exemption	136

6.	Amendment or Modification of Plan	137

7.	Dissolution of Creditors Committee	137

8.	Payment of Statutory Fees	137

IV. VOTING AND CONFIRMATION PROCEDURE		139

A.	VOTING INSTRUCTIONS	139

B.	VOTING TABULATION	142

C.	VOTING PROCEDURES	147

1.	Beneficial Holders	148

2.	Master Ballot Agents	149

D.	THE CONFIRMATION HEARING	150

E.	STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN	151

1.	Best Interests of Creditors Test/Liquidation Analysis	153

2.	Financial Feasibility	155

3.	Acceptance by Impaired Classes	155

4.	Confirmation Without Acceptance by All Impaired Classes	156

V. RISK FACTORS		159

A.	CERTAIN BANKRUPTCY CONSIDERATIONS	159

B.	FACTORS AFFECTING THE VALUE OF THE SECURITIES TO BE ISSUED UNDER THE PLAN	162

C.	RISKS RELATING TO THE OPERATIONS OF THE REORGANIZED DEBTORS	165

VI. CERTAIN FEDERAL INCOME TAX CONSEQUENCES		176

A.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS OF CLAIMS AND EQUITY INTERESTS	177

1.	Holders of Allowed Class 1 Claims—Class 1	177

2.	Holders of General Unsecured Lender Claims—Class 4	185

3.	Holders of Senior Discount Note Claims—Class 5	185

4.	Holders of Allowed Class 6a Claims and Allowed Class 6b Claims-Classes 6a and 6b	191

5.	Holders of Existing DDi Corp. Common Stock—Class 7	199

B.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE REORGANIZED DEBTORS	200

1.	Cancellation of Indebtedness and Reduction of Tax Attributes	200

2.	Limitation of Net Operating Loss Carryovers and Other Tax Attributes	202

3.	DDi Corp. Recognition of Loss on Exchange of New Preferred Stock	203

4.	Effect of Issue Price on Debtors’ OID Deductions	204

5.	Deductibility of Amounts Paid Pursuant to the Management Incentive Program	204

C.	BACKUP WITHHOLDING	205

VII. MISCELLANEOUS PROVISIONS		206

A.	PENDING LITIGATION	206

B.	SUCCESSORS AND ASSIGNS	206

C.	RESERVATION OF RIGHTS	207

D.	SERVICE OF DOCUMENTS	207

VIII. RECOMMENDATION		209

EXHIBITS

Exhibit A	-	Plan of Reorganization
Exhibit B	-	Liquidation Analysis
Exhibit C	-	Projections
Exhibit D	-	Annual Report on Form 10-K for the year ended December 31, 2002
Exhibit E	-	Quarterly Reports on Form 10-Q for the quarters ended June 30, 2003

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SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements contained elsewhere in this Disclosure Statement.

DDi Corp. (“DDi Corp.”), through its North American and European operating subsidiaries, is a provider of time-critical electronics design, fabrication and assembly services for makers of communications and networking gear, computers, medical and industrial instruments and aerospace equipment. DDi Corp. is a publicly held non-operating holding company whose only asset is its direct and indirect ownership of equity interests in its North American and European operating subsidiaries. DDi Capital Corp. (“DDi Capital”, and together with DDi Corp., the “Debtors”) is a non-operating company whose only assets are its direct ownership of the equity interests of Dynamic Details, Incorporated (“Details”) and its indirect ownership of equity interests of Dynamic Details, Incorporated, Silicon Valley (“DDISV” and together with Details, the “Operating Companies”). On August 20, 2003 (the “Petition Date”), DDi Corp. and its indirect wholly owned subsidiary DDi Capital filed voluntary petitions for reorganization (collectively, the “Chapter 11 Cases”) under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Pursuant to sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors will continue to operate their businesses through their non-debtor affiliates and to manage their properties as debtors-in-possession during the pendency of the Chapter 11 Cases. No Chapter 11 Case has been commenced for the Operating Companies, and they continue to operate outside of bankruptcy in the ordinary course of business. The Chapter 11 Cases are not expected to affect the operating businesses of the Debtors’ non-debtor affiliates. No official committee of general unsecured creditors has been appointed.

This Disclosure Statement is being furnished by the Debtors as the proponents of the Joint Plan of Reorganization of the Debtors (the “Plan,” a copy of which is attached hereto as Exhibit “A”), pursuant to section 1125 of the Bankruptcy Code and in connection with the solicitation of votes (the

“Solicitation”) for the acceptance or rejection of the Plan, as it may be amended or supplemented from time to time in accordance with the Bankruptcy Code and the Bankruptcy Rules. The Ad Hoc Convertible Note Holder Committee (as defined below), DDi Intermediate Holdings Corp. (“DDi Intermediate”), Details, DDISV and DDi Europe Limited (“DDi Europe”) are co-sponsors of the Plan (collectively, the “Co-Sponsors”), with the rights of Plan proponents. THE CO-SPONSORS SUPPORT THE PROPOSED FINANCIAL RESTRUCTURING AND WHERE APPLICABLE HAVE AGREED TO VOTE TO ACCEPT THE PLAN. HOWEVER, THE CO-SPONSORS AND CREDITORS SUBJECT TO PLAN SUPPORT AGREEMENTS HAVE NOT PROMULGATED THIS DISCLOSURE STATEMENT AND HAVE NOT ADOPTED OR ENDORSED ANY OF THE STATEMENTS MADE HEREIN.

This Disclosure Statement describes certain aspects of the Plan, the Company Group’s (as defined below) operations through their non-debtor affiliates, the Debtors’ projections for the Debtors and their consolidated subsidiaries and other related matters, including the treatment of Holders of Debtors’ existing Claims and Equity Interests (each, a “Holder” and collectively, the “Holders”). The Debtors’ operating assets, strategy, and ongoing operations will be unaffected by the Chapter 11 Cases. Capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the Plan.

Events Leading to the Chapter 11 Cases

As set forth in more detail in section I.C. below, several factors contributed to the Company Group’s pre-petition financial difficulties.

DDi Corp. was recapitalized in January 1996 and then again in 1997. The Operating Companies are the Borrowers under that certain Credit Agreement, dated as of July 23, 1998, as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment,

dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002, the Seventh Amendment, dated as of June 27, 2003 and the Eighth Amendment, dated as of August 1, 2003 (as amended, supplemented or otherwise modified, the “Credit Agreement”) among (i) DDi Capital as guarantor, (ii) Details as borrower; (iii) DDISV as borrower, (iv) the several banks and other financial institutions from time to time parties thereto, (individually, as “Secured Lender,” and collectively, the “Secured Lenders”); (v) Bankers Trust Company, as documentation and co-syndication agent; and (vi) JPMorgan Chase Bank, as collateral, co-syndication and administrative agent (in such capacity, the “Administrative Agent” and together with Bankers Trust Company and the Secured Lenders, the “Senior Debt Parties”), and all collateral and ancillary documentation entered into in connection therewith, including, without limitation, the hedge agreement (the “Hedge Agreement”) entered into by Details with JPMorgan Chase Bank (collectively, the “Pre-Restructuring Loan Documents”). The Secured Lenders hold senior debt of $72,892,916.17 in outstanding unpaid principal and face amount of undrawn letters of credit (plus interest and fees thereon, the “Secured Lender Indebtedness”) under the Pre-Restructuring Loan Documents. The Secured Lender Indebtedness is secured by a security interest in all or substantially all of the assets of DDi Capital and its subsidiaries and is supported by a guarantee by DDi Capital and substantially all of DDi Capital’s subsidiaries.

Since 1997, DDi and its direct and indirect subsidiaries (collectively, the “Company Group”)¹ have grown through a number of mergers and acquisitions throughout the United States, Canada, and Europe. The primary direct and indirect operating subsidiaries of the Company Group are Details,

Because the Debtors and their non-debtor operating subsidiaries maintain consolidated books and records and are consolidated for financial reporting purposes, portions of the background business description provided herein is combined for the Debtor holding companies and the operating non-debtor subsidiaries. However, each of the Debtors and the operating non-debtor subsidiaries is a separate and distinct legal entity with separate assets and liabilities, as is reflected in the explanation of the debt structure set forth below. Each of the Debtors will be filing its own Schedules of Assets and Liabilities and Statement of Financial Affairs.

DDISV, Dynamic Details Canada, Inc., Dynamic Details, Incorporated, Virginia, Laminate Technology Corp. and DDi Europe.

In late 2000, many of the end markets into which Debtors’ operating subsidiaries sell printed circuit boards and electronic manufacturing services (including communications and networking equipment; computers and peripherals; medical, automotive, industrial and test equipment; and aerospace equipment) entered into a significant downturn in late 2000, which downturn continues to date. As a result, demand for the Company Group’s services has generally decreased over the past two years, which has had a negative impact on the Company Group’s consolidated revenues and operating performance. As a result of a series of acquisitions in 2000 and 2001 and the decrease in demand for the Company Group’s services, the Company Group had excess manufacturing capacity. Seeking to retire more costly debt, DDi Corp. commenced an initial public offering (“IPO”) of its common stock on April 14, 2000 and a series of follow-on offerings of its common stock. DDi Corp. also issued $200,000,000 in aggregate principal amount of 5¹/4% Convertible Subordinated Notes (as defined below) and 6¹/4% Convertible Subordinated Notes (as defined below) (collectively, the “Convertible Subordinated Notes”). The net proceeds of both transactions and the IPO were used to pay down debt or to retire more costly debt. Between 2001 and 2003, the Company Group implemented an operational restructuring plan designed to, among other things, reduce expenses, increase operating efficiencies, eliminate unprofitable divisions, better align personnel capacity with end-market demand, downsize its operating footprint (facilities capacity) and focus its business on higher margin services. However, despite all of these efforts to reduce costs and consolidate the operations of the non-Debtor operating subsidiaries, the Company Group has had to contend with the continual downturn in the economy. This downturn has made it difficult to raise additional cash from operations and/or from the equity markets to further reduce the Company Group’s debt.

As of June 30, 2003, the Company Group’s total debt, including capital leases, equaled approximately $335,000,000, of which the North American debt, including capital leases, comprised

approximately $300,900,000. As of June 30, 2003, the Company Group’s North American debt structure consisted of approximately $209,100,000 of principal plus accrued but unpaid interest owing by DDi Corp. to the Holders of the Convertible Subordinated Notes, approximately $17,620,000 of principal plus accrued but unpaid interest owing by DDi Capital to the Holders of the Senior Discount Notes (as defined below), the Secured Lender Indebtedness and a guarantee of the Secured Lender Indebtedness by DDi Capital and substantially all of DDi Capital’s subsidiaries. The Company Group’s financial performance in the fourth quarter of 2002 resulted in covenant defaults and other defaults (none of which have been waived) under the Pre-Restructuring Loan Documents. As a result of the defaults under the Pre-Restructuring Loan Documents, the Company was not permitted to pay its interest obligations under the Convertible Subordinated Notes in March and April of 2003. Since the interest payments were not made within the 30-day grace period provided under the respective indentures governing the Convertible Subordinated Notes, the Convertible Subordinated Notes are in default. In addition, DDi Capital did not pay its interest obligations due on May 15, 2003 under the Senior Discount Notes. Since DDi Capital failed to make such interest payments within the 30-day grace period, DDi Capital is currently in default under the Senior Discount Notes.

In light of its over-leveraged debt structure and continuing adverse business conditions, the Company Group commenced negotiations with an unofficial steering committee (the “Ad Hoc Prepetition Secured Lender Committee”) of the Secured Lenders, an ad hoc committee of Holders of Convertible Subordinated Notes (the “Ad Hoc Convertible Note Holder Committee”) and an ad hoc committee of Holders of Senior Discount Notes (the “Ad Hoc Senior Discount Note Holder Committee” and, together with the Ad Hoc Convertible Note Holder Committee, the “Ad Hoc Committees”). After several months of negotiations, the Company Group agreed to the terms of a consensual restructuring involving the Secured Lenders, all of the Holders of the Convertible Subordinated Notes and all of the Holders of the Senior Discount Notes.

To optimize the prospect of preserving the businesses of the Operating Companies, the debt of the Operating Companies are being restructured outside of a bankruptcy proceeding. The Pre-Restructuring Loan Documents provide, inter alia, that the consent of 100% of the Secured Lenders is necessary to effectuate a restructuring of the Secured Lender Indebtedness outside of a bankruptcy proceeding. On August 1, 2003, each member of the Company Group entered into that certain Restructuring Support Agreement, dated as of August 1, 2003, as amended August 7, 2003 and August 19, 2003 (the “RSA”), with 100% of the Secured Lenders (collectively, the “Consenting Lenders”) in order to effectuate and support the reorganization and restructuring of the Company Group pursuant to the terms and conditions outlined in the term sheets annexed as Exhibits “1”-“6” to the Plan annexed hereto as Exhibit “A” (the “Term Sheet”), which terms and conditions include, but are not limited to the restructuring, exchange and repayment of the Secured Lender Indebtedness pursuant to the Restructuring Loan Documents (as defined below) and the issuance of global releases (the “Global Releases”) and an injunction as set forth in the Plan (the “Plan Injunction”).

The restructuring of the Convertible Subordinated Notes, the Senior Discount Notes and the Existing DDi Corp. Common Stock (as defined below), pursuant to the terms and conditions outlined in the Term Sheet, is being accomplished by the filing of the pre-arranged Plan. Each member of the Company Group has entered into (i) a Plan Support Agreement, dated as of August 8, 2003, as amended August 19, 2003 (the “PSA”) with the Holders of approximately 63% in aggregate principal amount of the Convertible Subordinated Notes (collectively, the “Consenting Subordinated Note Holders”), pursuant to which each of the Consenting Subordinated Note Holders approved the Term Sheet and agreed to vote in favor of the Plan, and (ii) a Senior Discount Note Holder Plan Support Agreement, dated as of August 19, 2003 (the “SDNPSA”), with the Holders of approximately 71.5% in aggregate principal amount of the Senior Discount Notes (collectively, the “Consenting Senior Discount Note Holders”) to which each of the Consenting Senior Discount Note Holders approved the

Term Sheet and agreed to vote in favor of the Plan. Copies of the PSA and SDNPSA are attached as Exhibits “7” and “8” to the Plan annexed hereto as Exhibit “A”..

The purpose of the Plan is to restructure the Debtors’ public debt to provide the Company Group with a capital structure that can be supported by the cash flow of its operating subsidiaries. To this end, the Plan will reduce the Company Group’s debt and accrued interest by more than $210,000,000 and its future annual cash interest expense by approximately $16,000,000.

The Debtors believe that the reorganization contemplated by the Plan is in the best interests of its creditors and equity Holders. If the Plan is not confirmed, the Debtors believe that they will be forced to either file an alternate plan of reorganization or liquidate under Chapter 7 of the Bankruptcy Code. In either event, the Debtors believe that the Debtors’ unsecured creditors (including the Holders of the Senior Discount Notes and the Convertible Subordinated Notes) and equity Holders would realize a less favorable distribution of value, or, in certain cases, none at all, for their Claims or Equity Interests under an alternative plan or liquidation. See the Liquidation Analysis set forth in Exhibit B attached hereto.

For further information about the matters discussed above, see the Company Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 attached as Exhibit D hereto, and its Quarterly Reports on Form 10-Q for the quarter ended June 30, 2003 attached as Exhibit E hereto. The exhibits to these filings are available on the Securities and Exchange Commission’s internet website at http://www.sec.gov.

Treatment of Claims and Equity Interests

The table on the next page summarizes the classes of Claims and Equity Interests under the Plan, projected aggregate amounts of such Classes, the treatment of such Classes, and the projected recoveries of such Classes both in connection with the Plan and in a liquidation under Chapter 7 of the Bankruptcy Code. The projected recoveries (if the Plan is approved) are based upon certain assumptions contained in the Valuation Analysis developed by Houlihan Lokey Howard & Zukin (“Houlihan”) as set forth in section I.N hereof, including an assumed reorganization value of the new common stock is to be issued by Reorganized DDi Corp. (the “New Common Stock”) equal to $17.50 per share, an assumed reorganization value of the new preferred stock to be issued by DDi Europe, a non-debtor wholly owned subsidiary of DDi Corp. (the “New Preferred Stock”) equal to $15.00 per share, an assumed reorganization value of the new warrants to be issued by Reorganized DDi Corp. to the Secured Lenders (as defined below) (the “Secured Lender Warrants”) equal to $11.55 per Secured Lender Warrant and an assumed reorganization value of the new warrants to be issued by Reorganized DDi Corp. to the Senior Discount Note Holders (the “Senior Discount Warrants”, together with the Secured Lender Warrants, the “New Warrants”) equal to $12.42¹ per Senior Discount Warrant. As more fully described herein, such reorganization values of the New Common Stock, the New Preferred Stock and the New Warrants were derived from commonly accepted valuation techniques and are not estimates of trading values for such securities.

Class/Type of Claim or Equity Interest	Projected Claims/Equity Interests		Plan Treatment of Class	Projected Recovery Under Plan		Projected Recovery Under Chapter 7
Administrative Expense Claims	$	0²	Paid in full	100.0	%	100	%
Priority Tax Claims	$	0³	Paid in full	100	%	100	%

Assumes cancellation of 100% of the Series A4 Management Options.

Assumes all Administrative Expenses are paid in full as and when due.

As of the date hereof, the Debtors believe that there are no Priority Tax Claims.

Class 1 - Secured Claims	$72.9 million	On the Effective Date, all legal, equitable and contractual rights, remedies, powers and privileges of Holders of Allowed Class 1 Claims shall be left unaltered.	100%	100%

Class 2 - Other Secured Claims	$0⁴	Paid in full	100%	100%

Class 3 - Other Priority Claims	$0⁵	Paid in full	100%	100%

Class 4 - General Unsecured Claims	$0⁶	Thirty (30) days after the Effective Date, each Holder of an Allowed Class 4 Claim shall receive, on account of and in full satisfaction of such Holder’s Allowed Class 4 Claim, Cash in full.	100%	100%

Class 5 - Senior Discount Notes	$16.090 million	On or soon as practicable after the Effective Date, each Holder of an Allowed Class 5 Claim shall receive, on account of and in full and complete satisfaction of such Allowed Class 5 Claim, a Pro Rata share of (i) participation in the New Senior Discount Indenture and the securities to be issued thereunder and (ii) the Senior Discount Warrants.	100%	81.6%

Class 6a - 5¹/4% Convertible Subordinated Notes	$100 million	On the Effective Date, each Holder of an Allowed Class 6a Claim shall receive, on account of and in full and complete satisfaction of such Allowed Class 6a Claim, (i) a Pro Rata share of 43.24% of the outstanding shares of New Common Stock, subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan (as defined below) upon the exercise of Management Options (as defined below) therein and (B) all New Common Stock issuable upon the exercise of the New Warrants and (ii) a Pro Rata share of 45.45% of the outstanding shares of New Preferred Stock.	18.9%	0.7%

Class 6b - 6¹/4% Convertible Subordinated Notes	$100 million	On the Effective Date, each Holder of an Allowed Class 6b Claim shall receive, on account of and in full and complete satisfaction of such Allowed Class 6b Claim, (i) a Pro Rata share of 50.76% of the outstanding shares of New Common Stock, subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan upon the exercise of Management Options therein and (B) all New Common Stock issuable upon the exercise of the New Warrants and (ii) a Pro Rata share of 45.45% of the outstanding shares of New Preferred Stock.	21.6%	0.9%

Class 7 - Existing DDi Corp. Common Stock	0.2 million shares	On the Effective Date, each Holder of an Allowed Class 7 Equity Interest shall receive, on account of and in full and complete satisfaction of such Allowed Class 7 Equity Interest, a Pro Rata share of 1.0% of the outstanding shares of New Common Stock, subject to dilution for (i) all New Common Stock issuable under the Management Incentive Plan upon the exercise of Management Options thereunder and (ii) all New Common Stock issuable upon the exercise of the New Warrants.	$0.35 million	$0

In the table above, the amounts in the column entitled “Projected Claims/Equity Interests” represent amounts outstanding on the Petition Date.

⁴

As of the date hereof, the Debtors believe that there are no Other Secured Claims.

⁵

As of the date hereof, the Debtors believe that there are no Other Priority Claims.

⁶

As of the date hereof, the Debtors believe that there are no General Unsecured Claims.

Description of New Securities to be Issued Under the Plan

Secured Lender Warrants. The Secured Lender Warrants shall be exercisable for 272,109 shares of the New Common Stock of Reorganized DDi Corp., representing 10.0% of the New Common Stock on a fully diluted basis on the Effective Date. The Secured Lender Warrants will be issued to the Secured Lenders ratably in accordance with their respective commitments under the Restructuring Loan Documents (as defined below) (as of the Effective Date) and held in an escrow account, subject to terms reasonably acceptable to the Required Lenders (as defined below) and more fully described section III.F.5 herein. The calculation of “New Common Stock on a fully diluted basis on the Effective Date” shall give effect to the exercise of such Secured Lender Warrants, Senior Discount Warrants, all other outstanding warrants and the exercise, conversion or exchange, as applicable, of all other outstanding securities of Reorganized DDi Corp., including but not limited to issuances to old equity, the Convertible Subordinated Note Holders, the Senior Discount Note Holders, all share grants and Tranche A option grants to management made on the Effective Date pursuant to the management equity incentive plan (the “Management Incentive Plan”) (it being understood and agreed that anti-dilution adjustments shall thereafter be made in respect of any options granted after the Effective Date pursuant to Tranche A and Tranche B under the Management Incentive Plan). The Secured Lender Warrants will have an exercise price initially equal to $.01 per share and shall be subject to customary anti-dilution adjustments. Each Secured Lender Warrant will be exercisable for the period commencing on the first business day after the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”) through and including July 31, 2008. The Secured Lender Warrants and the underlying shares of common stock will have registration rights, pursuant to a registration rights agreement, customary for transactions of this type and as set forth below. The number of Secured Lender Warrants that may be exercised after the Second Anniversary Date shall be

determined based on the aggregate amount of the commitments under the Restructuring Loan Documents outstanding on the Second Anniversary Date.

(a) Anti-Dilution Adjustments. The exercise price or number of shares of New Common Stock deliverable upon exercise of the Secured Lender Warrants will be adjusted to protect against dilutive and potentially dilutive events affecting the New Common Stock, including without limitation, (i) stock dividends and distributions, subdivisions, combinations and reclassifications, (ii) cash dividends and other distributions (if same distributions are not made to Holders of Secured Lender Warrants), (iii) issuances of additional shares of New Common Stock or any securities convertible into or exchangeable for New Common Stock, if issued or sold for less than Fair Market Value (as defined herein) at time of issuance; provided, that no antidilution adjustment will be made in respect of an issuance or series of issuances of additional shares of New Common Stock or any securities convertible into or exchangeable for New Common Stock with an aggregate value of up to $3,000,000 (based upon an implied total enterprise value of $110,000,000); and provided, further, that, should the Required Lenders not approve any determination of Fair Market Value, any dispute with regard to such valuation determination shall be resolved by a neutral valuation firm of national standing approved by the Required Lenders, (iv) any grant of options after the Effective Date pursuant to Tranche A and Tranche B under the Management Incentive Plan, (v) distributions of any rights to acquire shares of New Common Stock, (vi) tender offers or exchange offers by Reorganized DDi Corp. or any subsidiary or affiliate (other than DDi Europe and its European subsidiaries) and (vii) any other distributions, offers and similar dilutive events affecting the New Common Stock of Reorganized DDi Corp. The terms of Secured Lender Warrants are more fully described in section III.F.5 herein.

(b) Registration Rights Agreement. The Holders of the Secured Lender Warrants shall have, pursuant to a registration rights agreement (the “New Common Stock Registration Rights Agreements”), registration rights for U.S. public offerings, the timing of which will be at the discretion

of the Board of Directors of Reorganized DDi Corp. In addition, the Holders of Secured Lender Warrants and the New Common Stock underlying the Secured Lender Warrants shall receive, pursuant to such New Common Stock Registration Rights Agreement, indemnification from Reorganized DDi Corp., one demand registration right, unlimited as to the amount of shares of New Common Stock to be registered, at any time within the three (3) year period following the term of the escrow and an unlimited number of exercises of piggyback registration rights prior to July 31, 2008. Unless otherwise agreed, any registration statement for the New Common Stock pursuant to the New Common Stock Registration Rights Agreement shall be in the form of a shelf registration and any such registration statement shall be made available commencing no later than the Second Anniversary Date and shall remain available until the earlier of (x) July 31, 2008 and (y) the date on which all Secured Lender Warrants have been exercised.

Senior Discount Warrants. The Senior Discount Warrants shall be exercisable for 68,027 shares of the New Common Stock, representing 2.5% of the New Common Stock on a fully diluted basis on the Effective Date. The Senior Discount Warrants will be issued to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The Senior Discount Warrants will have a nominal exercise price and will be exercisable, subject to certain conditions more fully described in section III.F.5 herein, for the period commencing on the Second Anniversary Date through and including December 31, 2008. The terms of the Senior Discount Warrants are more fully described in section III.F.5 herein.

New Common Stock. As of the Effective Date of the Plan, Reorganized DDi Corp. will have 6,000,000 authorized shares of New Common Stock, of which 2,000,000 shares will be issued on the Effective Date. Assuming the exercise of all New Warrants and Management Options (as defined below) granted to the management of Reorganized DDi Corp., 2,720,000 shares of New Common

Stock would be issued and outstanding on the Effective Date. All outstanding shares of New Common Stock will be fully paid and non-assessable.

(a) Voting Rights. Holders of New Common Stock will be entitled to one vote per share on the election of directors and all other matters submitted to a vote of shareholders. Shares of New Common Stock will not have cumulative voting rights.

(c) Dividends. Holders of New Common Stock will be entitled to receive dividends when, as and if declared by the Board of Directors of Reorganized DDi Corp., out of funds legally available therefor; provided that all dividends on any preferred stock which may be issued in the future must be fully paid or declared and set apart before any dividends can be paid or declared and set apart with respect to the New Common Stock.

(d) Priority. Upon liquidation, dissolution or winding-up of Reorganized DDi Corp., the Holders of New Common Stock will be entitled to share ratably in the assets of Reorganized DDi

Corp. remaining after the payment of its obligations and liabilities and after payment of any liquidation preference due the Holders of any preferred stock.

(e) Pre-emptive Rights. Holders of New Common Stock will have no preemptive or other rights to subscribe for or purchase additional securities of Reorganized DDi Corp.

In addition to the foregoing rights, the New Common Stock shall have such additional rights and restrictions as are customary for securities of this nature.

New Preferred Stock. DDi Europe, a wholly owned non-debtor subsidiary of DDi Corp., will have 3,300,000 authorized shares of New Preferred Stock, of which 1,100,000 shares will be issued. The New Preferred Stock will include, inter alia, the following terms:

(a) Preference Right. The New Preferred Stock shall have a liquidation value of $15.0 per share (plus accrued and unpaid dividends thereon), for an aggregate liquidation preference of $16,500,000. The final governing documents will reflect a liquidation preference in British Pounds, based on a conversion rate of the Bank of Scotland (“BOS”) in effect on the fifth business day preceding the Effective Date.

(b) Dividends. The New Preferred Stock shall accumulate dividends at the rate of 15% per annum, payable quarterly in arrears. Dividends will compound quarterly and accumulate to the extent not paid in cash. DDi Europe shall pay dividends on the New Preferred Stock in cash only (i) if not prohibited by existing financial arrangements or applicable law; and (ii) if DDi Europe will have at least £2.0 million in cash, as reflected upon its balance sheet prepared in accordance with U.K. GAAP, immediately following such dividend payment.

(c) Voting Rights. On the Effective Date, the Board of Directors of DDi Europe shall consist of seven (7) directors, four (4) of whom shall be elected by the Holders of New Preferred Stock, voting as a class (the “Preferred Stock Appointed Directors”). The New Preferred Stock shall have no other voting rights except as otherwise required by applicable law. The initial term of the

Preferred Stock Appointed Directors and the terms for each subsequent board election are more fully described in section III.F.5 herein.

(d) Priority. The New Preferred Stock shall be senior to all other classes and series of DDi Europe’s capital stock with respect to dividends and redemptions and upon liquidation.

(e) Optional Redemption. None.

(f) Mandatory Redemption. The New Preferred Stock shall be mandatorily redeemed by DDi Europe to the extent permitted by applicable law upon the later of (i) January 31, 2009; or (ii) repayment in full of all the obligations under the Amended and Restated Facilities Agreement dated as of May 29, 1999 by and between DDi Europe and the Bank of Scotland (the “BOS Credit Facility”), as amended from time to time (but not as to any extensions of the maturity date).

(g) New Preferred Stock Rights. The New Preferred Stock will have certain covenant rights (all of which shall be further subject to the limitations contained in the BOS Credit Facility) including:

(i) restrictions on the payment of dividends or redemption of any shares of DDi Europe (other than any dividends or redemption of the New Preferred Stock);

(ii) limitations on the incurrence of additional indebtedness, except

•

indebtedness in the ordinary course of business (i.e. trade credit) and

•

purchase money indebtedness (i.e. capital lease obligations) in the ordinary course of business

(iii) restrictions on DDi Europe’s ability to amend its articles of association or bylaws to the extent that such amendments directly or indirectly affect the rights of the New Preferred Stock or its Holders, including without limitation, any amendment which would directly or indirectly authorize shares or the issuance of shares or other securities convertible into or exercisable for shares of DDi Europe ranking as regards participation in the profits or the assets of DDi Europe ahead of or pari passu with the New Preferred Stock; and

(iv) restrictions on any asset disposition, whether for value or not, without the prior written consent of a majority of the Holders of the New Preferred Stock except for an asset disposition which is made in the ordinary course of business and which involves only the sale of property that is either

•

inventory held for sale or

•

equipment, fixtures, supplies or materials no longer required in the operation of the business of Reorganized DDi Corp. or is obsolete unless the asset disposition is made solely in exchange for cash consideration and the net cash proceeds therefrom are used to pay accrued cash dividends, in accordance with applicable law, to the Holders of the New Preferred Stock.

(h) Remedies. The remedy for certain breaches of the New Preferred Stock rights described in subsection (g) above (following reasonable cure period) shall be an increase in the dividend rate to 17% per annum (until any such breach is remedied or cured, in which case the dividend rate returns to 15% per annum). Remedies for other breaches shall be limited only by applicable law. Remedies for failure to redeem or purchase the New Preferred Stock, whether or not permitted by law, in the event of a mandatory redemption or change of control based on the terms set forth below, shall be that the redemption (or repurchase or purchase) price, including all accrued and unpaid dividends, as well as all costs and expenses to collect the foregoing amounts shall become subordinated indebtedness of DDi Europe, payable on demand, subject to applicable law.

(i) Registration Rights. DDi Europe shall file, at DDi Europe’s expense, a United States registration statement (the “New Preferred Stock Registration Rights Agreement” and, together with the New Common Stock Registration Rights Agreement, the “Registration Rights Agreements”), which shall become effective on or prior to the first anniversary of issuance of the New Preferred

Stock. In addition, at any time that DDi Europe files a United States registration statement relating to equity, the Holders of the New Preferred Stock shall be permitted the opportunity, on at least 20 days notice, to participate in such registration, subject to reasonable pro rata cutbacks based on advice of the lead underwriter participating in the subject transaction. DDi Europe may postpone for 120 days the filing or effectiveness of a registration statement if the Board of Directors determines that such registration would reasonably be expected to have an adverse effect on any proposal or plan of DDi Europe to engage in any acquisition of assets (other than in the ordinary course), merger, consolidation, public issuance of stock or debt, tender offer or similar transaction.

(j) Put Rights. Each Holder of the New Preferred Stock shall have the right to require DDi Europe or its successor in a Change of Control (as defined below) to purchase or repurchase all of such Holder’s investment in New Preferred Stock at a price equal to 107% of the principal amount thereof (during the first year following the Effective Date of the Plan), 104% of the principal amount thereof (during the second year following the Effective Date of the Plan) and 101% of the principal amount thereof (thereafter) of the $16,500,000 aggregate liquidation preference thereof plus all accrued and unpaid dividends during a 20 business day period following notice of the consummation of a Change of Control of DDi Europe. A “Change of Control” with respect to DDi Europe will be deemed to occur if

(i) Reorganized DDi Corp. fails to control directly more than 50% of the voting stock of DDi Europe;

(ii) all or substantially all of the assets of DDi Europe are sold to another person (other than Reorganized DDi Corp. and/or any of its subsidiaries); or

(iii) there occurs a merger or consolidation of DDi Europe with or into another person (other than Reorganized DDi Corp. and/or any of its subsidiaries) or the merger of another person (other than Reorganized DDi and/or any of its subsidiaries) with or into DDi Europe, or

if the securities of DDi Europe that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of DDi Europe are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee.

New Senior Discount Notes. The Senior Discount Notes will be restructured pursuant to the New Senior Discount Note Indenture. The restructured Senior Discount Notes (the “New Senior Discount Notes”) will include, inter-alia, the following terms.

(a) Issuer. DDi Capital

(b) Indebtedness. $16,100,000 in aggregate principal amount, plus accrued and unpaid interest thereon.

(c) New Interest Rate. The New Senior Discount Notes shall bear interest at an annual rate of 16% which may be paid in-kind (“PIK”) instead of cash; provided, however, DDi Capital (and any other entities it owns on a consolidated basis) may elect to pay the interest in cash at an annual rate of 14%; provided, further, that interest payments must be paid in cash from and after the end of the fiscal quarter in which DDi Capital (and any entities it owns on a consolidated basis) achieves a leverage equal to or less than 2.5 to 1.0 times for the preceding twelve-month period. In addition, during any period prior to DDi Capital (and any entities it owns on a consolidated basis) achieving a leverage equal to or less than 2.5 to 1.0 times for the preceding twelve-month period, cash interest payments for such current period may only be paid to the Senior Discount Note Holders out of excess cash prior to any repayment of the Pre-Restructuring Bank Indebtedness, with any remaining excess cash payments being applied to repayment of the Pre-Restructuring Bank Indebtedness. Interest shall be paid-in-kind

(or in cash, as applicable) quarterly. If the Company elects or is Required to make any interest payment in cash, the entire interest payment for such semi-annual period shall be paid in cash.

(d) Maturity. January 1, 2009.

(e) Change of Control. The aggregate principal amount of the New Senior Discount Notes shall be due and payable upon the sale of Reorganized DDi Corp., DDi Capital or any of their respective subsidiaries.

(f) Guarantee. None.

(g) Anti-Layering Protection. The New Senior Discount Notes shall be entitled to customary anti-layering protection for securities of this type.

(h) Covenants. The New Senior Discount Note will have covenants customary for securities of this type. Any covenant limiting the payment of dividends will include an exception for payment of dividends by Reorganized DDi Corp. in order to permit the payment of up to a specified amount of corporate expenses related to its reporting and other obligations associated with being a public entity under the Securities Exchange Act of 1934 (the “’34 Act”). In the event Reorganized DDi Corp. ceases to be a public entity under the ’34 Act, the Senior Discount Note Holders will receive annual audited financial statements and a summary of quarterly unaudited financial statements for Reorganized DDi Corp. and any other financial information given to the Senior Debt Parties (i.e., monthly reports. etc.)

(i) Release. As a condition to the issuance of the New Senior Discount Notes, the Global Releases and Plan Injunction shall be have been approved by the Bankruptcy Court and shall be in the form set forth in the Plan.

(j) Other Terms & Conditions. At any time, DDi Capital will have the option to redeem 100% but not less than 100% of the New Senior Discount Notes at 100% of the principal amount plus accrued and unpaid interest.

Post-Restructuring Share Capitalization

Post-Restructuring Share Capitalization (Assuming Exercise of New Warrants) ⁽¹⁾
	New Common Stock			New Warrants			Management Options			Fully Diluted Common Equity Ownership
Shareholders	Shares	%		Shares	%		Shares	%		Shares	%
Secured Lenders	—	—		272,109	80.0	%	—	—		272,109	10.0	%
Senior Discount Note Holders	—	—		68,027	20.0	%	—	—		68,027	2.5	%
5 ¹/4% Convertible Subordinated Note Holders	864,800	43.2	%	—	—		—	—		864,800	31.8	%
6 ¹/4% Convertible Subordinated Note Holders	1,015,200	50.8	%	—	—		—	—		1,015,200	37.3	%
Management	100,000	5.0	%	—	—		380,952	100.0	%	480,952	17.7	%
Old Equity	20,000	1.0	%	—	—		—	—		20,000	0.7	%

Total	2,000,000	100.0	%	340,136	100.0	%	380,952	100.0	%	2,721,088	100.0	%

(1)

Assumes 100% of New Warrants are exercised and 100% of Series A4 Management Options are cancelled. See description of Secured Lender Warrants, Senior Discount Warrants and Management Options for additional detail.

Post-Restructuring Share Capitalization (Assuming Cancellation of New Warrants) ⁽²⁾
	New Common Stock			New Warrants			Management Options			Fully Diluted Common Equity Ownership
Shareholders	Shares	%		Shares	%		Shares	%		Shares	%
Secured Lenders	—	—		0	0.0	%	—	—		0	0.0	%
Senior Discount Note Holders	—	—		0	0.0	%	—	—		0	0.0	%
5 ¹/4% Convertible Subordinated Note Holders	864,800	43.2	%	—	—		—	—		864,800	36.1	%
6 ¹/4% Convertible Subordinated Note Holders	1,015,200	50.8	%	—	—		—	—		1,015,200	42.4	%
Management	100,000	5.0	%	—	—		395,210	100.0	%	495,210	20.7	%
Old Equity	20,000	1.0	%	—	—		—	—		20,000	0.7	%

Total	2,000,000	100.0	%	340,136	100.0	%	395,210	100.0	%	2,395,210	100.0	%

(2)

Assumes 100% of New Warrants are cancelled and 100% of Series A4 Management Options are exercised. See description of Secured Lender Warrants, Senior Discount Warrants and Management Options for additional detail.

Voting and Confirmation

Each Holder of a Claim or Equity Interest in Classes 5, 6a, 6b and 7 is entitled to vote either to accept or to reject the Plan. Classes 5, 6a and 6b (Holders of Claims) shall have accepted the Plan if (i) the Holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted to accept the Plan and (ii) the Holders of more than one-half in number of the Allowed Claims actually voting in such Class have voted to accept the Plan. Class 7 (Holders of Equity Interests) shall have accepted the Plan if the Holders of at least two-thirds of the shares of Allowed Equity Interests actually voting in each such Class have voted to accept the Plan. Assuming the requisite acceptances are obtained, the Debtors intend to seek confirmation of the Plan at the Confirmation Hearing (as defined in section IV.D herein) scheduled for , 2003 before the Bankruptcy Court. Notwithstanding the foregoing, the Plan provides that if Classes 5, 6a, 6b or 7 reject the Plan, the Debtors may seek to confirm the Plan utilizing the “cram down” provisions of section 1129(b) of the Bankruptcy Code. This “cram down” procedure is described in more detail in section IV.E.4 herein.

Section IV of the Disclosure Statement specifies the deadlines, procedures, and instructions for voting to accept or reject the Plan and the applicable standards for tabulating Ballots. The Bankruptcy Court has established September 30, 2003 (the “Record Date”) as the date for determining, in the case of registered securities, which Holders of Claims and Equity Interests are eligible to vote on the Plan. Ballots will be mailed to all registered Holders of Claims or Equity Interests as of the Record Date. An appropriate return envelope will be included with your Ballot. Please use the envelope provided to return your Ballot. Beneficial owners of Senior Discount Notes, Convertible Subordinated Notes and Existing DDi Corp. Common Stock who receive a return envelope addressed to their bank, brokerage firm or other nominee (or its agent) (each, a “Master Ballot Agent”) should allow enough time for their

vote to be received by the Master Ballot Agent and processed on a Master Ballot before the Voting Deadline, as defined below.

The Debtors have engaged the Solicitation Agent to assist in the voting process. The Solicitation Agent will answer questions, provide additional copies of all materials and oversee the voting tabulation. The Solicitation Agent will also process and tabulate ballots for the Holders of the Existing DDi Corp. Common Stock, the Senior Discount Notes and the Convertible Subordinated Notes.

The Solicitation Agent is:

BMC

1330 East Franklin Avenue

El Segundo, CA 90245

Attn.: DDi Solicitation Agent

TO BE COUNTED, YOUR BALLOT (OR THE MASTER BALLOT OF YOUR MASTER BALLOT AGENT) INDICATING ACCEPTANCE OR REJECTION OF THE PLAN MUST BE RECEIVED BY THE SOLICITATION AGENT NO LATER THAN 4:00 P.M., EASTERN TIME, ON DECEMBER 1, 2003 (THE “VOTING DEADLINE”) UNLESS THE DEBTORS, IN THEIR SOLE DISCRETION, EXTEND OR WAIVE THE PERIOD DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM “VOTING DEADLINE” FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED. ANY EXECUTED BALLOT OR COMBINATION OF BALLOTS REPRESENTING CLAIMS OR INTERESTS IN THE SAME CLASS OR SUBCLASS HELD BY THE SAME BENEFICIAL HOLDER THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN SHALL BE DEEMED TO CONSTITUTE AN

ACCEPTANCE OF THE PLAN. ANY BALLOT RECEIVED AFTER THE VOTING DEADLINE MAY NOT BE COUNTED IN THE DISCRETION OF THE DEBTORS.

THE BOARD OF DIRECTORS OF THE DEBTORS BELIEVE THAT THE PLAN IS IN THE BEST INTERESTS OF ALL CREDITORS AND EQUITY HOLDERS. THE BOARD OF DIRECTORS OF THE DEBTORS RECOMMEND THAT ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN.

IN ADDITION, THE CO-SPONSORS, CONSENTING LENDERS AND THE AD HOC COMMITTEES SUPPORT THE PROPOSED FINANCIAL RESTRUCTURING SET FORTH IN THE PLAN AND WHERE APPLICABLE HAVE AGREED TO VOTE TO ACCEPT THE PLAN.

Consummation of the Plan

Following Confirmation of the Plan, it will be consummated on the date selected by the Debtors which is a business day after the Confirmation Date on which: (a) no stay of the Confirmation Order is in effect, and (b) all conditions to consummation of the Plan have been (i) satisfied or (ii) waived (the “Effective Date”). Distributions of New Common Stock, New Preferred Stock and New Warrants will be made on the Effective Date (for distributions of New Common Stock and New Preferred Stock) or as soon as practicable after the Effective Date, as applicable. See section III.D below.

It is a condition to Consummation of the Plan that the following conditions, as more fully described in section III.G.2, have been satisfied or waived.

1. the Confirmation Order confirming the Plan, as the Plan may have been modified, shall have been entered and become a Final Order in form and substance satisfactory to the Reorganized

Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders;

2. the following agreements and documents, in form and substance satisfactory to the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders shall have been tendered for delivery and all conditions precedent thereto shall have been satisfied:

(a)

the Amended and Restated DDi Corp. Certificate of Incorporation, the Amended and Restated DDi Corp. Bylaws and the Amended and Restated Articles of Association of DDi Europe;

(b)

the Secured Lender Warrant Agreement, the Senior Discount Warrant Agreement and all similar documents provided for therein or contemplated thereby;

(c)

the New Common Stock Registration Rights Agreement and the New Preferred Stock Registration Rights Agreement; and

(d)

the New DDi Corp. Guarantee and Pledge Agreement.

3. the execution of the Restructuring Loan Documents by the appropriate parties;

4. the execution of the New Senior Discount Note Indenture by the appropriate parties;

5. all actions, documents and agreements contemplated by, or to be entered into pursuant to, the Plan, including, without limitation, each of the Plan Documents necessary for consummation of the Plan shall have been duly and validly executed and delivered by the parties thereto and all conditions of their effectiveness shall have been satisfied or waived; and

6. the new Board of Directors for each of the Reorganized Debtors shall have been appointed.

Risk Factors

Prior to deciding whether and how to vote on the Plan, each Holder of Impaired Claims and Impaired Equity Interests should consider carefully all of the information in this Disclosure Statement, especially the Risk Factors described in section V hereof.

GENERAL INFORMATION

DESCRIPTION OF COMPANY’S BUSINESS

Corporate Structure

DDi Corp. is a publicly held corporation that functions as a parent holding company for its debtor and non-debtor subsidiaries operating throughout the United States, Canada, and Europe. The business activities of DDi Corp. include investor relations, public communications, and maintaining legal, accounting, treasury, tax, internal audit and corporate secretarial staff departments to enable it to comply with the requirements of being a publicly held company. These staff and executive functions, as well as human resources, risk management, management information systems and office support services groups, also provide advice and assistance to many subsidiaries of DDi Corp. DDi Corp. wholly owns non-debtor DDi Intermediate, which wholly owns Debtor DDi Capital. Each of the Debtors and DDi Intermediate is a holding company operating through the non-debtor operating subsidiaries and has no operations of its own.

The Company Group’s Business

The Company Group, through the services of its operating subsidiaries, is a provider of time-critical electronics design, fabrication and assembly services for makers of communications and networking gear, computers, medical and industrial instruments and aerospace equipment to original equipment manufacturers and other providers of electronics manufacturing services. The Company Group, through its operating subsidiaries, provides a suite of value-added, integrated services, including:

On-Campus and In-the-Field Design of Complex Printed Circuit Boards. The Company Group targets its design and development engineering services primarily at the earliest stages of the new product development process. It provides design and engineering assistance early in new product development to ensure that both mechanical and electrical considerations are integrated into a cost-effective manufacturing solution. The Company Group designs and develops printed circuit boards that meet or exceed established operating parameters for new products. In doing so, the Company Group often recommends and assists in implementing design changes to reduce manufacturing costs and lead times, increase manufacturing yields and improve the quality of the finished product.

Printed circuit boards are the basic platforms used to interconnect electronic components and can be found in virtually all electronic products, including consumer electronics, computers and automotive, telecommunications, industrial, medical, military and aerospace equipment. Printed circuit boards used in consumer electronic products are generally less technologically sophisticated than printed circuit boards used in high-end commercial equipment. Communications and networking equipment manufacturers require more complex multi-layer interconnections with advanced materials.

Time-critical Development and Fabrication of Prototype Complex Printed Circuit Boards. The Company Group’s time-critical, or quick-turn, services are used in the design, test and launch phases of new electronics product development and are generally delivered within 10 to 20 days or in as little as 24 hours. Larger volumes of printed circuit boards are needed as a product progresses past the testing, design and pre-production phases. The advanced design, development and manufacturing technologies

the Company Group employs facilitate quick-turn production of complex, multi-layered printed circuit boards utilizing technologically-advanced methods. The Company Group’s ability to provide these services on a quick-turn and longer lead-time delivery basis involves working closely with customers from the initial design of new products through development and launch.

Assembly of Printed Circuit Boards, Backpanels and Other Components of Electronics Products. The Company Group assembles printed circuit boards, backpanels, card cages, and wire harnesses on a low volume, quick-turn basis. Backpanels are large printed circuit boards, and card cages and wire harnesses integrate wires with connectors and terminals to transmit electricity between two or more points. As the electronics industry has worked to increase component speed and performance, the design of these components has become more integrated. The Company Group has responded to this trend and provide these additional assembly services to complement its design and development capabilities.

Assembly and Integration of Customers’ Complete Systems and Products. The Company Group provides full system assembly services, predominantly for products in development by original equipment manufacturers. These services require logistical capabilities and supply chain management to rapidly acquire components, assemble prototype products, perform complex testing and deliver products to the customer.

Customers. The Company Group’s customers consist of original equipment manufacturers and other providers of electronics manufacturing services. The Company Group typically targets customers that are characterized by new product development programs demanding the rapid application of advanced technology. These customers use

Company Group’s services to develop and produce a wide variety of end products, including communications switching and transmission equipment, wireless base stations, wireless telephone handsets, computer work stations, high-end computing equipment, data networking equipment, medical devices, automotive components, industrial and test equipment, and various aerospace products. The technologically advanced, time-critical segment of the electronics manufacturing services industry in which the Company Group operates has historically been characterized by high margins and significant customer diversity. The Company Group serves approximately 1,700 customers, with the largest original equipment manufacturer customers in terms of net sales being Alcatel, Ericsson, IBM, Intel and Marconi Communications. The Company Group’s customers also include other electronics manufacturing service providers such as Celestica, Jabi and Solectron. These providers benefit from the Company Group’s strengths in the technologically advanced, time-critical segment of the electronics manufacturing services industry. For the quarter ended June 30, 2003, the Company Group’s ten largest customers accounted for approximately 26.4% of net sales.

Business Strategy. The Company Group’s goal is to be the leading provider of technologically advanced, time-critical electronics manufacturing services. To achieve this goal, the Company Group will: (1) restructure its debt to strengthen its financial position; (2) strengthen its technology and process management leadership in the time-critical segment of the electronics manufacturing services industry and continue to improve quality and delivery times by incorporating emerging technologies and consistently refining manufacturing processes; (3) proactively manage the business climate, optimize cost structures, and maximize product margins; (4) pursue customers

with significant new product development activity; (5) capitalize on its strong customer relationships and engineering expertise to participate in future product introductions and further outsourcing programs; and (6) offer its customers access to offshore volume printed circuit board production.

For further information about the Company Group’s business operations, refer to the Company Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 attached as Exhibit “D” hereto, and the Quarterly Reports on Form 10-Q for the quarter ended June 30, 2003, attached as Exhibit “E” hereto.

SUMMARY OF CAPITAL STRUCTURE

The Pre-Restructuring Loan Documents

Details and DDISV are the Borrowers under the Pre-Restructuring Loan Documents among (i) DDi Capital as guarantor; (ii) Details as borrower; (iii) DDISV as borrower; and (iv) the Senior Debt Parties. The Secured Lenders hold senior debt of $72,892,916.17 in outstanding unpaid principal and face amount of undrawn letters of credit, plus interest and fees thereon, under the Pre-Restructuring Loan Documents.

General. The Pre-Restructuring Loan Documents initially provided for secured revolving credit borrowings with aggregate commitments of up to $45,000,000 and aggregate term loans of $255,000,000. Subject to certain terms and conditions contained therein, a portion of the revolving credit commitments could be used for letters of credit. As of the Petition Date, approximately $72,900,000 of loans in principal amount and face amount of letters of credit was outstanding under the Pre-Restructuring Loan Documents.

Security. The Pre-Restructuring Loan Documents and the related guarantees are secured by (i) a lien on substantially all of the assets of DDi Capital and the existing and

future direct and indirect subsidiaries below DDi Capital, including the capital stock of such subsidiaries and (ii) a pledge of a portion of the stock of the following non-debtor subsidiaries of the Debtors: DDi Canada Acquisition Corp., Dynamic Details Canada, Inc., Details Global Sales, Inc., Dynamic Details Engineering Services, LLC and DCI/Design Plus, LLC.

Maturity. In connection with the Eighth Amendment, the Borrowers gave notice to terminate the revolving credit commitment under the Pre-Restructuring Loan Documents except for the outstanding face amount of outstanding letters of credit. The remaining outstanding revolving credit portion of the Pre-Restructuring Loan Documents terminates July 2004. The term loan portions terminate in July 2004 and April 2005.

Senior Discount Notes

In 1997, DDi Capital issued $16,090,000 of 12¹/2% senior discount notes due 2007 (the “Senior Discount Notes”) pursuant to an indenture dated as of November 18, 1997 (as amended or supplemented from time to time), by and between DDi Capital and Wilmington Trust Company, as successor trustee to U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee (the “Senior Discount Trustee”). All of the Senior Discount Notes are currently outstanding and as of the Petition Date, there is an aggregate of approximately $1,530,000 of unpaid interest outstanding on the Senior Discount Notes.

Convertible Subordinated Notes

In 2001, DDi Corp. issued $100,000,000 of 5¹/4% convertible subordinated notes due 2008 (the “5¹/4% Convertible Subordinated Notes”) pursuant to an indenture (the “5¹/4% Subordinated Note Indenture”), dated as of February 20, 2001 (as amended or supplemented from time to time), by and between DDi Corp. and U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee (the “5¹/4% Trustee”). In 2002, DDi Corp. issued $100,000,000 of 6¹/4% convertible subordinated notes due 2007 (the “6¹/4% Convertible

Subordinated Notes”, and together with the 5¹/4% Convertible Subordinated Notes, the “Convertible Subordinated Notes”) pursuant to an indenture (the “6¹/4% Convertible Subordinated Note Indenture,” and together with the 5¹/4% Subordinated Note Indenture, the “Convertible Subordinated Note Indentures”), dated as of April 2, 2002 (as amended or supplemented from time to time), by and between DDi Corp. and U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee (the “6¹/4% Trustee”). All of the Convertible Subordinated Notes are currently outstanding and as of the Petition Date, there is an aggregate of $10,639,000 of unpaid interest outstanding on the Convertible Subordinated Notes.

Preferred Stock and Common Stock

The Debtors have the following shares of common stock and preferred stock authorized and outstanding: (a) DDi Corp. has 75,000,000 shares of common stock, $0.01 par value per share, authorized, of which 49,526,136 are outstanding (the “Existing DDi Corp. Common Stock”), and 5,000,000 shares of preferred stock, $0.01 par value per share, authorized, none of which are outstanding and (b) DDi Capital has 1,000 shares of common stock, $0.01 par value per share, authorized and outstanding. DDi Capital is a wholly owned subsidiary of DDi Intermediate.

EVENTS LEADING TO THE CHAPTER 11 CASES

Several factors contributed to Company’s pre-petition financial difficulties. DDi was recapitalized in January 1996 and then again in 1997. Since 1997, the Company Group has grown through a number of mergers and acquisitions throughout the United States, Canada, and Europe. In late 2000, however, many of the end markets into which the Company Group sells printed circuit boards and electronic manufacturing services

(including communications and networking equipment; computers and peripherals; medical, automotive, industrial and test equipment; and aerospace equipment) entered into a significant downturn, which downturn continues to date. As a result, demand for the Company Group’s services has generally decreased over the past two years, which has had a negative impact on the Company Group’s consolidated revenues and operating performance. From 2000 to 2002, the Company Group’s consolidated net sales dropped from nearly $500,000,000 to just under $250,000,000. Moreover, as a result of a series of acquisitions in 2000 and 2001 and the decrease in demand, the Company Group had excess manufacturing capacity.

Seeking to retire more costly debt, in early 2001, DDi Corp. commenced an initial public offering and a series of follow-on offerings of its common stock. DDi Corp. also issued $200,000,000 in aggregate principal amount of Convertible Subordinated Notes. The net proceeds of these transactions were used to pay down debt or retire more costly debt. Between 2001 and 2003, the Company Group implemented an operational restructuring plan designed to, among other things, reduce expenses, increase operating efficiencies, eliminate unprofitable divisions, better align personnel capacity with end-market demand, downsize its operating footprint (facilities capacity) and focus its businesses on higher margin services. As part of its restructuring efforts between October 2001 and June 2003, the Company Group’s Board of Directors authorized, among other things, (a) the closure of various facilities and selected design centers throughout the United States, (b) the writing-down of unutilized assets, (c) streamlining certain manufacturing facilities, (d) eliminating certain sales offices, including a sales office based in Tokyo, (e) scaling down its Anaheim, California and Virginia facilities,

and (f) reallocating production to facilities with lower cost structures in order to improve operating cash flow. In April 2, 2002, DDi Corp. initiated a second private offering of 6¹/4% Convertible Subordinated Notes of $100,000,000, which was used, in part, to pay down debt or to retire more costly debt. However, despite all of the afore-mentioned efforts to reduce costs and consolidate the operations of its operating subsidiaries, the Company Group has had to contend with the continual downturn in the economy. This downturn has made it difficult to raise additional cash from operations and/or from the equity markets to further reduce the Company Group’s debt. However, despite all of these efforts to reduce costs and consolidate the operations of the non-Debtor operating subsidiaries, the Company Group has had to contend with the continual downturn in the economy. This downturn has made it difficult to raise additional cash from operations and/or from the equity markets to further reduce the Company Group’s debt. As of June 30, 2003, The Company Group’s total debt, including capital leases, equaled approximately $335,000,000, of which the North American debt, including capital leases, comprised approximately $300,900,000. As of June 30, 2003, The Company Group’s North American debt structure consisted of approximately $209,100,000 of principal plus accrued but unpaid interest owing by DDi Corp to the Holders of the Convertible Subordinated Notes, approximately $17,620,000 of principal plus accrued but unpaid interest owing by DDi Capital to the Holders of the Senior Discount Notes, the Secured Lender Indebtedness and a guarantee of the Secured Lender Indebtedness by Capital and certain of DDi Capital’s subsidiaries. The financial performance of the Company Group since the fourth quarter of 2002 resulted in covenant defaults and other defaults (none of which have been waived) under the Pre-Restructuring Loan Documents. As a result of

the covenant defaults under the Pre-Restructuring Loan Documents, the Debtors were not permitted to pay their interest obligations under either (a) the Convertible Subordinated Notes in March and April of 2003 for the 5.25% and 6.25% Convertible Subordinated Notes respectively or (b) the Senior Discount Notes in May of 2003. Since the interest payments were not made within the 30-day grace period provided under the respective agreements, the Debtors defaulted on the payment of their Convertible Subordinated Notes and Senior Discount Notes.

In light of its over-leveraged debt structure and continuing adverse business conditions, for the past several months, the Company commenced negotiations with its Secured Lenders under the Pre-Restructuring Loan Documents, the Ad Hoc Convertible Note Holder Committee and the Ad Hoc Senior Discount Note Holder Committee.

After several months of negotiations, the Company Group determined that to optimize the prospect of preserving the businesses of the Operating Companies, the debt of the Operating Companies would be restructured outside of a bankruptcy proceeding. The Pre-Restructuring Loan Documents provide, inter alia, that, the consent of 100% of the Secured Lenders is necessary to effectuate a restructuring of the Secured Lender Indebtedness outside of a bankruptcy proceeding. On August 1, 2003, each member of the Company Group entered into the RSA with the Consenting Lenders in order to effectuate and support the reorganization and restructuring of the Company Group pursuant to the terms and conditions outlined in the Term Sheet attached as Exhibits “1” through “6” annexed to the Plan, which terms and conditions include, but are not limited to, the restructuring, exchange and repayment of the Secured Lender Indebtedness pursuant to the Restructuring Loan Documents and the issuance of Global Releases and

the Plan Injunction. In addition, each member of the Company Group entered into (i) the PSA with the Consenting Subordinated Note Holders, pursuant to which each of the Consenting Subordinated Note Holders approved the Term Sheet and agreed to vote in favor of the Plan, and (ii) the SDNPSA with the Consenting Senior Discount Note Holders, pursuant to which each of the Consenting Senior Discount Note Holders approved the Term Sheet and agreed to vote in favor of the Plan. Copies of the PSA and SDNPSA are attached as Exhibits “7” and “8” to the Plan and annexed hereto as Exhibit “A”, respectively.

The purpose of the Plan is to restructure the Debtors’ public debt so as to provide the Debtors with a capital structure that can be supported by the cash flow of their non-Debtor operating subsidiaries. The Plan will reduce the Debtors’ debt and accrued interest by more than $210,000,000 and their future annual cash interest expenses by approximately $16,000,000.

The Debtors believe that the reorganization contemplated by the Plan is in the best interests of their creditors and equity Holders. If the Plan is not confirmed, the Debtors believe that they will be forced to either file an alternate plan of reorganization or liquidate under Chapter 7 of the Bankruptcy Code. In either event, the Debtors believe that the Debtors’ unsecured creditors (including the Holders of the Senior Discount Notes and the Convertible Subordinated Notes) and equity Holders would realize a less favorable distribution of value, or, in certain cases, none at all, for their Claims or Equity Interests under an alternative plan or liquidation. See the Liquidation Analysis set forth in Exhibit B attached hereto.

For further information about the matters discussed above, see the Company Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 attached as Exhibit D hereto, and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2003 attached as Exhibit E hereto. The exhibits to these filings are available on the Securities and Exchange Commission’s internet website at http://www.sec.gov.

THE AD HOC PREPETITION SECURED LENDER COMMITTEE

On or around September, 2002, the Debtors commenced discussions with the Senior Debt Parties regarding the financial condition of the Debtors and the proposed restructuring. The Senior Debt Parties formed the Ad Hoc Prepetition Secured Lender Committee to facilitate the restructuring process on behalf of the Senior Debt Parties. The members of the Ad Hoc Prepetition Secured Lender Committee as of July 31, 2003 include JPMorgan Chase Bank, Trust Company of the West, Sankaty Advisors LLC, Merrill Lynch Asset Management and Deutsche Bank AG. The members of the Ad Hoc Prepetition Secured Lender Committee have informed Debtors that they collectively hold or control 47.3% of the outstanding principal amount of the Pre-Restructuring Bank Indebtedness. The Ad Hoc Prepetition Secured Lender Committee retained Simpson Thatcher & Bartlett LLP (“Simpson”) as its legal advisor and FTI Consulting as its financial advisor.

The Debtors engaged in extensive arms’ length negotiations with the Ad Hoc Prepetition Secured Lender Committee regarding the terms of a consensual restructuring of the Debtors. On or around April 15, 2003, the Debtors and the Ad Hoc Prepetition Secured Lender Committee reached an agreement in principle on a proposal to restructure

the Pre-Restructuring Bank Indebtedness. On August 1, 2003, shortly before the filing of the Chapter 11 Cases and the Plan, the agreement in principle with the Senior Debt Parties was formalized in a RSA. 100% of the Secured Lenders executed the RSA which provides that such Consenting Lenders would support the Restructuring Transaction as set forth in the Term Sheet. While members of the Ad Hoc Prepetition Secured Lender Committee have agreed to support the Plan, they have not proposed nor sponsored the Plan. The Debtors are the co-proponents of the Plan along with the other entities described above.

THE AD HOC CONVERTIBLE NOTE HOLDER COMMITTEE

On or around January, 2003, the Debtors commenced restructuring discussions with certain Holders of the 5¹/4% Convertible Subordinated Notes and 6¹/4% Convertible Subordinated Notes (collectively, the “Convertible Subordinated Note Holders”). A significant portion of the Convertible Subordinated Note Holders formed an Ad Hoc Convertible Note Holder Committee and, in conjunction with their financial advisor, Jeffries, and their legal counsel, Stutman, Treister & Glatt Professional Corporation (“STG”), began discussing a restructuring of the Convertible Subordinated Notes. The Holders of the Convertible Subordinated Notes subject to the Plan Support Agreement have informed the Debtors that they collectively hold or control 63% of the outstanding principal amount of the Convertible Subordinated Notes. On April 15, 2003, the Ad Hoc Convertible Note Holder Committee participated in discussions with the Debtors and the Ad Hoc Prepetition Secured Lender Committee, which resulted in an agreement in principle on a proposal to restructure the Pre-Restructuring Loan Documents and the Convertible Subordinated Notes. On August 8, 2003, shortly before the filing of the

Chapter 11 Cases and the Plan, the agreement in principle between these parties was formalized in a Plan Support Agreement attached as Exhibit “7” to the Plan. While members of the Ad Hoc Convertible Note Holder Committee have agreed to support and vote in favor of the Plan, they have not proposed the Plan nor have they promulgated this Disclosure Statement. The Debtors are the proponents of the Plan and the Ad Hoc Convertible Note Holder Committee is a Co-Sponsor of the Plan.

THE AD HOC SENIOR DISCOUNT NOTE HOLDER COMMITTEE

On or around March, 2003, the Debtors commenced discussions with certain Holders of the Senior Discount Notes (AIG Global Investment Corp. and JPMorgan Partners (BHCA), L.P.) to discuss the financial condition of the Debtors and the proposed restructuring (collectively, the “Ad Hoc Senior Discount Note Holder Committee”). The Ad Hoc Senior Discount Note Holder Committee has informed the Debtors that it collectively holds or controls approximately 71.5% of the outstanding principal amount of the Senior Discount Notes. The Ad Hoc Senior Discount Note Holder Committee has retained Hahn & Hessen LLP (“H&H”) as their legal advisor.

The Debtors engaged in extensive, arms’ length negotiations with the Ad Hoc Senior Discount Note Holder Committee regarding the terms of a consensual restructuring of the Company. On August 20, 2003, shortly before the filing of the Chapter 11 Cases and the Plan, the agreement in principle between these parties was formalized in a Senior Discount Note Holder Plan Support Agreement attached as Exhibit “8” to the Plan. While members of the Ad Hoc Senior Discount Note Holder Committee have agreed to support and vote in favor of the Plan, they have not proposed the Plan. The Debtors are the proponents of the Plan.

THE RESTRUCTURING SUPPORT AGREEMENT

On August 1, 2003, the Company Group and the Consenting Lenders entered into the RSA with respect to the terms of the Company Group’s proposed plan of reorganization. Pursuant to the RSA, for so long as the RSA remains in effect, each Consenting Lender agreed, among other things, to:

•

Support the Conforming Plan (as defined in the RSA) and the Conforming Restructuring Loan Documents (as defined in the RSA) consistent with the terms and conditions of the Term Sheet; and

•

Use its commercially reasonable efforts to facilitate the filing and confirmation of the Conforming Plan and consummation of the Conforming Restructuring Loan Documents at the earliest practicable date.

The obligations of the parties under the RSA shall terminate and be of no further force and effect upon the occurrence of any of the following events (any such event, an “RSA Termination Event”), including without limitation: (a) the Company Group fails (i) to file this Conforming Disclosure Statement (as defined in the RSA) and the Conforming Plan on or prior to August 30, 2003, or (ii) to cause the solicitation pursuant to this Conforming Disclosure Statement and the Conforming Plan to commence on or before October 10, 2003; (b) any member of the Company Group files, proposes, does not object to or otherwise supports, either directly or indirectly, any plan of reorganization other than the Conforming Plan, or other creditors of any member of the Company Group file any plan of reorganization other than the Conforming Plan in accordance with section 1121(c) of the Bankruptcy Code; (c) the Conforming Plan is modified or replaced such that it (or any such replacement) at any time is not consistent

in any material respect with the Restructuring Terms (as defined in the RSA); (d) any breach by any member of the Company Group of any of their respective obligations, or failure to satisfy in any material respect any of the terms or conditions, under the RSA or the Pre-Restructuring Loan Documents, or any member of the Company Group shall take any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of the RSA; (e) the final Definitive Documents (as defined in the RSA) are modified to provide for any terms that are not consistent in any material respect with the Restructuring Terms or that are otherwise not satisfactory in form and substance to the Parties signatory thereto; (f) any member of the Company Group or any of their respective professionals or representatives, shall withdraw or revoke the Conforming Plan; (g) an examiner with expanded powers or a trustee shall have been appointed in any of the Chapter 11 Cases, any of the Chapter 11 Cases shall have been converted to a case under Chapter 7 of the Bankruptcy Code or dismissed by order of the Bankruptcy Court; (h) orders approving this Conforming Disclosure Statement, in form and substance satisfactory to the Required Lenders, shall not have been entered by the Clerk of the Bankruptcy Court on or before October 7, 2003; (i) the Plan Support Agreement shall have terminated; (j) any foreclosure proceeding is commenced against, or any bankruptcy case is commenced by or against Details or DDISV; (k) any failure to obtain, by November 15, 2003, (a) more than one-half (¹/2) in number and two-thirds (²/3) in amount of the Holders (the “Required 5¹/4% Convertible Subordinated Note Holders”) of the 5¹/4% Convertible Subordinated Notes voting on the Conforming Plan to accept the terms of the Conforming Plan and (b) more than one-half (¹/2) in number and two-thirds (²/3) in amount of the Holders (the “Required 6¹/4%

Convertible Subordinated Note Holders”) of the 6¹/4% Convertible Subordinated Notes voting on the Conforming Plan to accept the terms of the Conforming Plan; (l) the occurrence of a Default (as defined in the Budget and Funding Mechanism (as defined below)) under the Budget and Funding Mechanism; (m) orders confirming the Conforming Plan of Reorganization, in form and substance satisfactory to the Required Lenders, shall not have been entered by the Clerk of the Bankruptcy Court on or before December 15, 2003; (n) the Effective Date of the Conforming Plan shall not have occurred on or before January 8, 2004; (o) the Bankruptcy Court shall have entered an order, the effect of which will be to cause an RSA Termination Event hereunder; (p) any member of the Company Group shall adopt, seek authority from the Bankruptcy Court to assume or otherwise seek or obtain Bankruptcy Court approval of, any management retention plan, management option plan, severance plan, senior management employment contracts or senior management post-restructuring employment arrangements, except upon terms and conditions previously agreed to by the Required Lenders in writing; (q) there shall have occurred and be continuing a default or event of default, other than the Existing Events of Default (as defined in the Eighth Amendment to the Credit Agreement) under the Pre-Restructuring Loan Documents; (r) any exhibit to the Conforming Plan shall not be in form and substance acceptable to the Required Lenders; (s) the Confirmation Order shall not be in form and substance acceptable to the Required Lenders; (t) there shall have occurred and be continuing an event which has a Material Adverse Effect (as defined in the Pre-Restructuring Loan Documents) on the business, assets, operations, property, condition (financial or otherwise) of Details, DDISV or any of their affiliates and subsidiaries (other than DDi Europe and its European subsidiaries);

(u) any member of the Company Group or any of their respective professionals shall have advised any of the Senior Debt Parties in writing that they cannot provide for the treatment of the Senior Debt Parties as set forth in the Term Sheet; (v) the Bankruptcy Court shall enter an order denying confirmation of the Conforming Plan; (w) any Court (including the Bankruptcy Court) shall declare, in a Final Order, the RSA to be unenforceable; (x) the form and substance of the Global Releases and the Plan Injunction (as defined in the Term Sheet) in the Confirmation Order entered by the Bankruptcy Court are not in form and substance acceptable to the Required Lenders with respect thereto; (y) a perfected security interest (subject to certain customary carve-outs which shall be approved by the Administrative Agent and the Required Lenders in writing) is not granted to the Secured Lenders in all personal, mixed and real property of the Reorganized Debtors and their non-debtor subsidiaries (other than DDi Europe and its European subsidiaries) and pledges of 100% of the common stock of DDi Intermediate, 100% of the common stock of DDi Capital and 100% of the common stock of each of Reorganized DDi Corp.’s direct and indirect subsidiaries (other than DDi Europe and its European subsidiaries) not previously pledged to the Secured Lenders to secure the Restructuring Loan Documents; (z) any suit or action shall have been commenced by the Debtors against any of the Senior Debt Parties, that asserts any claim, or legal or equitable remedy or that seeks subordination of any lien existing in favor of the Administrative Agent or the Secured Lenders; (aa) any suit or action shall have been commenced by anyone other than the Debtors against any of the Senior Debt Parties, that asserts any claim, or legal or equitable remedy or that seeks subordination of any lien existing in favor of the Administrative Agent or the Secured Lenders, and the Court

enters an order granting any such relief which is not dismissed or stayed within five (5) days of its entry; (bb) the treatment of the Holders of the Senior Discount Notes shall not be approved by the Required Lenders; (cc) any member of the Company Group files a motion seeking or the Bankruptcy Court enters an order (i) approving material payments to any creditor or group of constituents that is not acceptable to Required Lenders, (ii) granting relief from the automatic stay to any Holder of a security interest to permit foreclosure on assets with a value over $100,000 or (iii) approving any material settlement or other material stipulation with any creditor or group of constituents; (dd) any representation or warranty made by any member of the Company Group or its agents or representatives to the Consenting Lenders or in connection with the RSA is false or misleading in any material respect when made; (ee) the occurrence of a Termination Event (as defined in the SDNPSA), which shall not have been waived by the Required Senior Discount Note Holders (as defined in the SDNPSA); or (ff) January 30, 2004.

THE PLAN SUPPORT AGREEMENT

On August 8, 2003, the Company Group and Holders of approximately 63% of the aggregate principal amount of the Convertible Subordinated Notes (the “Consenting Subordinated Note Holders”) entered into a Plan Support Agreement (“PSA”) with respect to the terms of the Company Group’s proposed plan of reorganization. A copy of the PSA is attached as Exhibit “7” to the Plan. Pursuant to the PSA, the parties agreed that each Consenting Subordinated Note Holder would support the Plan. In addition, pursuant to the PSA, for so long as the PSA remains in effect, each Consenting Subordinated Note Holder agreed to:

•

Support the Conforming Plan consistent with the terms and conditions of the Term Sheet; and

•

Support the Budget and Funding Mechanism, the Conforming Disclosure Statement, Conforming Plan and Conforming Restructuring Loan Documents and use its commercially reasonable efforts to facilitate the filing and confirmation of the Conforming Plan at the earliest practicable date.

The obligations of the Consenting Subordinated Note Holders under the PSA shall terminate and be of no further force and effect upon the occurrence of any of the following events (any such event, a “PSA Termination Event”) and such PSA Termination Event is not waived in accordance with section 10 of the PSA: (a) the Company Group fails (i) to file the Conforming Disclosure Statement and the Conforming Plan with the Bankruptcy Court on or prior to August 30, 2003, or (ii) to cause the solicitation pursuant to the Conforming Disclosure Statement and the Conforming Plan to commence on or before October 10, 2003; (b) any member of the Company Group files, proposes or otherwise supports, either directly or indirectly, any plan of reorganization other than the Conforming Plan, or other creditors of any member of the Company Group file any plan of reorganization other than the Conforming Plan in accordance with section 1121(c) of the Bankruptcy Code; (c) the Conforming Plan is modified or replaced such that it (or any such replacement) at any time is not consistent in any material respect with the Restructuring Terms; (d) any breach of any member of the Company Group of any of their respective obligations, or failure to satisfy in any material respect any of the terms or conditions under the PSA or the Pre-Restructuring Loan Documents, or any member of the Company Group or any of their respective

professionals or representatives shall take any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of the PSA; (e) the final Definitive Documents (as defined in the PSA) are modified to provide for any terms that are not consistent in any material respect with the Restructuring Terms or that are otherwise not satisfactory in form and substance to the Parties signatory thereto; (f) any member of the Company Group or any of their respective professionals or representatives shall withdraw or revoke the Conforming Plan; (g) an examiner with expanded powers or a trustee shall have been appointed in the Chapter 11 Cases, the Chapter 11 Cases shall have been converted to a case under Chapter 7 of the Bankruptcy Code, or the Chapter 11 Cases shall have been dismissed by order of the Bankruptcy Court; (h) the occurrence of an RSA Termination Event, which shall not have been waived by the Required Lenders; (i) any foreclosure proceeding is commenced against, or bankruptcy case is commenced by or against Details or DDISV; (j) any failure to obtain, by November 15, 2003, (i) more than the Required 5¹/4% Convertible Subordinated Note Holders voting on the Conforming Plan to accept the terms of the Conforming Plan and (ii) more than the Required 6¹/4% Convertible Subordinated Note Holders voting on the Conforming Plan to accept the terms of the Conforming Plan; (k) any Court (including the Bankruptcy Court) shall declare, in a Final Order, the PSA to be unenforceable; (l) orders approving the Conforming Disclosure Statement shall not have been entered by the Clerk of the Bankruptcy Court on or before October 7, 2003; (m) the Confirmation Order shall not be in form and substance acceptable to the Required 5¹/4% Convertible Subordinated Note Holders and the Required 6¹/4% Convertible Subordinated Note Holders; (n) the Bankruptcy Court shall enter an order denying

confirmation of the Conforming Plan; (o) orders conforming the Conforming Plan shall not have been entered by the Clerk of the Bankruptcy Court on or before December 15, 2003; (p) the Effective Date of the Conforming Plan shall not have occurred on or before January 8, 2004; (q) the occurrence of a Termination Event (as defined in the SDNPSA), which shall not have been waived by the Required Senior Discount Note Holders; or (r) January 30, 2004.

THE SENIOR DISCOUNT NOTE HOLDER PLAN SUPPORT AGREEMENT

On August 20, 2003, the Company Group and Holders of approximately 71.5% of the aggregate principal amount of the Senior Discount Notes (the “Consenting Senior Discount Note Holders”) entered into a SDNPSA with respect to the terms of the Company Group’s proposed plan of reorganization. A copy of the SDNPSA is attached as Exhibit “8” to the Plan. Pursuant to the SDNPSA, the parties agreed that each Consenting Senior Discount Note Holder would support the Plan. In addition, pursuant to the SDNPSA, for so long as the SDNPSA remains in effect, each Consenting Senior Discount Note Holder agreed to:

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Support the Conforming Plan consistent with the terms and conditions of the Term Sheet; and

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Support the Budget and Funding Mechanism, the Conforming Disclosure Statement, Conforming Plan and the Conforming Restructuring Loan Documents and use its commercially reasonable efforts to facilitate the filing and confirmation of the Conforming Plan at the earliest practicable date.

The obligations of the Consenting Senior Discount Note Holders under the SDNPSA shall terminate and be of no further force and effect upon the occurrence of any of the following events (any such event, a “SDNPSA Termination Event”) and such SDNPSA Termination Event is not waived in accordance with section 10 of the SDNPSA: (a) the Company Group fails (i) to file the Conforming Disclosure Statement and the Conforming Plan with the Bankruptcy Court on or prior to August 30, 2003, or (ii) to cause the solicitation pursuant to the Conforming Disclosure Statement and the Conforming Plan to commence on or before October 10, 2003; (b) any member of the Company Group files, proposed or otherwise supports, either directly or indirectly, any plan of reorganization other than the Conforming Plan, or other creditors of any member of the Company Group file any plan or reorganization other than the Conforming Pan in accordance with section 1121(c) of the Bankruptcy Code; (c) the Conforming Plan is modified or replaced such that it (or any such replacement) at any time is not consistent in any material respect with the Restructuring Terms; (d) any breach of any member of the Company Group of any of their respective obligations, or failure to satisfy in any material respect any of the terms or conditions under the SDNPSA or the Pre-Restructuring Loan Documents, or any member of the Company Group or any of their respective professionals or representatives shall take any action to challenge (including, without limitation, to assert in writing any challenge to) the validity or enforceability of the SDNPSA; (e) the final Definitive Documents are modified to provide for any terms that are not consistent in any material respect with the Restructuring Terms or that are otherwise not satisfactory in form and substance to the Parties signatory thereto; (f) any member of the Company Group or any of their respective professionals or representatives

shall withdraw or revoke the Conforming Plan; (g) an examiner with expanded powers or a trustee shall have been appointed in the Chapter 11 Cases, the Chapter 11 Cases shall have been converted to a case under chapter 7 of the Bankruptcy Code, or the Chapter 11 Cases shall have been dismissed by order of the Bankruptcy Court; (h) the occurrence of a RSA Termination Event, which shall not have been waived by the Required Lenders; (i) the occurrence of a PSA Termination Event, which shall not have been waived by the Consenting Subordinated Note Holders holding at least one-half (¹/2) in aggregate principal amount of the debt held by the Consenting Subordinated Note Holders; (j) any foreclosure proceeding is commenced against, or bankruptcy case is commenced by or against Details or DDISV; (k) any failure to obtain, by November 15, 2003, (i) more than the Required 5¹/4% Convertible Subordinated Note Holders voting on the Conforming Plan to accept the terms of the Conforming Plan, (ii) more than the Required ⁶/14% Convertible Subordinated Note Holders voting on the Conforming Plan to accept the terms of the Conforming Plan and (iii) more than one-half (¹/2) in number and two-thirds (²/3) in amount of the Holders (the “Required Senior Discount Note Holders”) of Senior Discount Notes voting on the Conforming Plan to accept the terms of the Conforming Plan; (l) any Court (including the Bankruptcy Court) shall declare, in Final Order, the SDNPSA to be unenforceable; (m) orders approving the Conforming Disclosure Statement shall not have been entered by the Clerk of the Bankruptcy Court on or before December 15, 2003; (n) the Confirmation Order shall not be in form and substance acceptable to the Required Senior Discount Note Holders; (o) the Bankruptcy Court shall enter an order denying confirmation of the Conforming Plan; (p) the Effective Date of the

Conforming Plan shall not have occurred on or before January 8, 2004; or (q) January 30, 2004.

PURPOSE OF THE PLAN

The purpose of the Plan is to restructure the Debtors’ debt to provide the Debtors with a capital structure that can be supported by the cash flow of their operating subsidiaries and to provide Global Releases and Plan Injunction as set forth in more detail in the Plan. If the Global Releases and Plan Injunction are not approved in the form provided in the Plan, there will be a RSA Termination Event and the Secured Lenders’ obligation to support the Restructuring Transaction (as defined in the PSA) and to enter into the Restructuring Loan Documents will be terminated and be of no further force and effect. To that end, the Plan will reduce Debtors’ debt and accrued interest by more than $210,000,000 and its future annual cash interest expense by approximately $16,000,000. Parties other than the Holders of Convertible Subordinated Notes, Senior Discount Notes, and Existing DDi Corp. Common Stock will not be impaired under the Plan. The Debtors believe that the reorganization contemplated by the Plan is in the best interests of their creditors and equity Holders. If the Plan is not confirmed, the Debtors believe that they will be forced to either file an alternate plan of reorganization or liquidate under Chapter 7 of the Bankruptcy Code. In either event, the Debtors believe that the Debtors’ unsecured creditors and equity Holders would realize a less favorable distribution of value, or in certain cases, none at all, for their Claims or Equity Interests. See the Liquidation Analysis set forth in Exhibit B attached hereto.

ASSETS AND LIABILITIES OF DEBTOR

The Debtors’ assets, as described in the Liquidation Analysis set forth in Exhibit B attached hereto, principally consist of the following: (i) DDi Corp’s 100% equity interest in both DDi Europe and DDi Intermediate; and (ii) DDi Capital’s 100% equity interest in the operating entity, Details and its other direct and indirect subsidiaries. The Debtors’ liabilities are more fully set forth in the Liquidation Analysis, but principally consist of DDi Corp.’s indebtedness under the Convertible Subordinated Notes and DDi Capital’s indebtedness under the Senior Discount Notes and the Pre-Restructuring Loan Documents (as guarantor of the Restructuring Loan Documents.

TERMS OF SECURITIES TO BE ISSUED PURSUANT TO THE PLAN

Secured Lender Warrants

The Secured Lender Warrants shall be exercisable for 272,109 shares of the New Common Stock, representing 10.0% of the New Common Stock on a fully diluted basis on the Effective Date. The Secured Lender Warrants will be issued to the Secured Lenders ratably in accordance with their respective commitments under the Restructuring Loan Documents (as of the Effective Date) and held in an escrow account, subject to terms reasonably acceptable to the Required Lenders and more fully described in section III.F.5 herein. The calculation of “New Common Stock of Reorganized DDi Corp. on a fully diluted basis on the Effective Date” shall give effect to the exercise of such Secured Lender Warrants, the Senior Discount Warrants, all other outstanding warrants and the exercise, conversion or exchange, as applicable, of all other outstanding securities of Reorganized DDi Corp., including but not limited to issuances to old equity, the Convertible Subordinated Note Holders, the Senior Discount Note Holders, all share grants and Tranche A option grants to management made on the Effective Date pursuant

to the Management Incentive Plan (it being understood and agreed that anti-dilution adjustments shall thereafter be made in respect of any options granted after the Effective Date pursuant to Tranche A and Tranche B under the Management Incentive Plan). The Secured Lender Warrants will have a nominal exercise price initially equal to $.01 per share and shall be entitled to customary anti-dilution adjustments. Each Secured Lender Warrant will be exercisable for the period commencing on the first business day after the Second Anniversary Date through and including July 31, 2008. The Secured Lender Warrants and the underlying shares of common stock will have registration rights, pursuant to a registration rights agreement, customary for transactions of this type and as set forth below. The number of Secured Lender Warrants that may be exercised after the Second Anniversary Date shall be determined based on the aggregate amount of the commitments under the Restructuring Loan Documents outstanding on the Second Anniversary Date. The terms of the Secured Lender Warrants are more fully described in section III.F.5 herein.

Senior Discount Warrants

The Senior Discount Warrants shall be exercisable for 68,027 shares of the New Common Stock, representing 2.5% of the New Common Stock on a fully diluted basis on the Effective Date. The Senior Discount Warrants will be issued to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The Senior Discount Warrants will have a nominal exercise price and will be exercisable, subject to certain conditions more fully described in section III.F.5 herein, for the period commencing on the Second Anniversary Date through and including December 31, 2008.

The terms of the Senior Discount Warrants are more fully described in section III.F.5 herein.

New Common Stock

On the Effective Date, Reorganized DDi Corp. shall issue 2,000,000 shares of New Common Stock representing 100% of the outstanding New Common Stock. The New Common Stock will be subject to further dilution for issuances of (a) all New Common Stock issuable under the Management Incentive Plan upon exercise of Management Options thereunder and (b) all New Common Stock issuable upon exercise of the New Warrants. The New Common Stock shall be issued for distribution to the Holders of Class 6a and 6b Claims, Class 7 Equity Interests and the management of Reorganized DDi Corp. The New Common Stock issued to the Holders of Class 6a and 6b Claims shall represent 94% of the New Common Stock outstanding on the Effective Date. The New Common Stock issued to the management of Reorganized DDi Corp. shall represent in the aggregate 5% of the New Common Stock outstanding on the Effective Date; however, 2.5% of the New Common Stock issued to management shall be vested on the Effective Date and, subject to the Management Incentive Plan, 2.5% of the New Common Stock issued to management shall vest twelve (12) months after the Effective Date. The New Common Stock issued to the Holders of Class 7 Equity Interests shall represent 1% of the New Common Stock outstanding on the Effective Date. The New Common Stock is more fully described in section III.F.5 herein.

New Preferred Stock

On the Effective Date, DDi Europe will issue 1,100,000 shares of New Preferred Stock with a liquidation value of $15.0 per share (plus accrued and unpaid dividends

thereon) for an aggregate liquidation preference of $16,500,000. The final governing documents will reflect a liquidation preference in British Pounds, based on a conversion rate of the BOS Credit Facility in effect on the fifth business day preceding the Effective Date. The terms of the New Preferred Stock is more fully described in section III.F.5 herein.

New Senior Discount Notes

The Senior Discount Notes will be restructured pursuant to the New Senior Discount Note Indenture. The terms of the New Senior Discount Note Indenture are more fully described in section III.F.5 herein.

OFFICERS AND DIRECTORS OF THE REORGANIZED DEBTORS

Subject to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of the Bankruptcy Code, as of the Effective Date, the principal officers of the Debtors immediately prior to the Effective Date shall be the officers of the Reorganized Debtors. Reorganized DDi Corp. will have a seven person Board of Directors, of which five individuals will be designated by the Ad Hoc Convertible Note Holder Committee. The process for designating members to the initial and subsequent Board of Directors of Reorganized DDi Corp. is more fully described in section III.F.4 herein.

LIQUIDATION ANALYSIS

Pursuant to section 1129(a)(7) of the Bankruptcy Code (sometimes called the “Best Interests Test”), the Bankruptcy Code requires that each Holder of an Impaired Claim or Impaired Equity Interest either (a) accepts the Plan or (b) receives or retains under the Plan property of a value, as of the Effective Date, that is not less than the value

such Holder would receive or retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. The first step in meeting this test is to determine the proceeds that would be generated from the hypothetical liquidation of the Debtors’ assets and properties in the context of a chapter 7 liquidation case. The gross amount of cash and cash equivalents (“Cash”) available would be the sum of the proceeds from the disposition of the Debtors’ assets and the Cash held by the Debtors at the time of the commencement of the chapter 7 case. Such amount is reduced by the amount of any Claims secured by such assets, the costs and expenses of the liquidation, and such additional administrative expenses and priority claims that may result from the termination of the Debtors’ businesses and the use of chapter 7 for the purposes of a hypothetical liquidation. Any remaining net Cash would be allocated to creditors and stockholders in strict priority in accordance with section 726 of the Bankruptcy Code.

The Debtors believe that the Plan will produce a greater recovery for Holders of Claims and Equity Interests than would be achieved in a chapter 7 liquidation. Houlihan¹, financial advisor to the Debtors, prepared a liquidation analysis with the assistance of management on behalf of the Debtors, set forth in Exhibit B attached hereto, to assist Holders of Claims and Equity Interests to reach a determination as to whether to accept or reject the Plan. This liquidation analysis estimates the proceeds to be realized if the Debtors were to be liquidated under chapter 7 of the Bankruptcy Code. The Liquidation Analysis is based upon projected assets and liabilities of the Debtors as of July 31, 2003 and incorporates estimates and assumptions developed by the Debtors

Houlihan’s retention as financial advisor for the Debtors is currently pending before the Bankruptcy Court.

which are subject to potentially material changes with respect to economic and business conditions, as well as uncertainties not within the Debtors’ control.

It has been assumed that creditor recoveries would not be affected by proceeds from causes of action, if any, including fraudulent transfer and other avoidance claims, or any litigation that the Debtors are or may be capable of asserting. The Liquidation Analysis set forth in Exhibit B attached hereto does not, therefore, include any estimate of the necessary expenses to litigate such claims.

FINANCIAL PROJECTIONS AND VALUATION ANALYSIS

The Debtors determined that it was necessary to estimate the post-confirmation reorganization values of the Reorganized Debtors’ equity. Accordingly, the Debtors directed Houlihan to prepare a valuation analysis of the Reorganized Debtors. That valuation is presented in this section.

In order to assess the Reorganized Debtors’ value generally and specifically to determine the reorganization value of the New Common Stock to be distributed under the Plan, the Debtors and Houlihan developed a set of financial projections, summarized below and in Exhibit C attached hereto (the “Projections”). In addition, as noted in the preceding section of this Disclosure Statement, the Debtors and Houlihan have developed a Liquidation Analysis set forth in Exhibit B attached hereto describing the estimated recoveries to Holders of certain Allowed Claims and Allowed Equity Interests. The recoveries and projections set forth below and in Exhibits B and C, respectively, are based on a number of significant assumptions including, among other things, the Debtors’ successful reorganization, an assumed Effective Date of January 8, 2004, the Debtors’ and Reorganized Debtors’ ability to achieve the operating and financial results included

in the Projections, their ability to maintain adequate liquidity to fund operations and the assumption that capital and equity market conditions remain consistent with current conditions. THE PROJECTIONS ARE BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS. ACTUAL OPERATING RESULTS AND VALUES MAY VARY SIGNIFICANTLY FROM THESE PROJECTIONS.

Financial Projections

As a condition to Plan confirmation, the Bankruptcy Code requires, among other things, the Bankruptcy Court to find that confirmation is not likely to be followed by either a liquidation or the need to further reorganize the debtor (see section captioned “Financial Feasibility”). In connection with developing the Plan, and for purposes of determining whether the Plan satisfies feasibility standards, the Debtors’ management, in conjunction with Houlihan, has, through the development of the Projections, analyzed the Reorganized Debtors’ ability to meet their obligations under the Plan to maintain sufficient liquidity and capital resources to conduct their businesses. The Projections will also assist each Holder of a Claim in determining whether to accept or reject the Plan.

The Debtors prepared the Projections in good faith, based upon estimates and assumptions made by the Debtors’ management, some of which are described in more detail in Exhibit C hereto. The Debtors developed the Projections during the 3rd quarter of 2003. The Debtors believe that, as a result of current business, economic, competitive, regulatory, market and financial conditions, EBITDA before reorganization costs, fresh start adjustments, and other unusual items for 2004 may be between approximately $29 million to $31 million.

The estimates and assumptions in the Projections, while considered reasonable by management, may not be realized, and are inherently subject to uncertainties and contingencies. They also are based on factors such as industry performance, general business, economic, competitive, regulatory, market and financial conditions, all of which are difficult to predict and generally beyond the Debtors’ control. Because future events and circumstances may well differ from those assumed and unanticipated events or circumstances may occur, the Debtors expect that the actual and projected results will differ and the actual results may be materially greater or less than those contained in the Projections. No representations can be made as to the accuracy of the Projections or the Reorganized Debtors’ ability to achieve the projected results. Therefore, the Projections may not be relied upon as a guaranty or other assurance of the actual results that will occur. The inclusion of the Projections herein should not be regarded as an indication that the Debtors considered or consider the Projections to reliably predict future performance. The Projections are subjective in many respects, and thus are susceptible to interpretations and periodic revisions based on actual experience and recent developments. The Debtors do not intend to update or otherwise revise the Projections to reflect the occurrence of future events, even in the event that assumptions underlying the Projections are not borne out.

The Projections should be read in conjunction with the assumptions and qualifications set forth herein, the historical consolidated financial information (including the notes and schedules thereto) and other information set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, attached as Exhibit D hereto.

THE PROJECTIONS WERE NOT PREPARED WITH A VIEW TOWARDS COMPLYING WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS. THE DEBTORS’ INDEPENDENT AUDITOR HAS NEITHER COMPILED NOR EXAMINED THE ACCOMPANYING PROSPECTIVE FINANCIAL INFORMATION TO DETERMINE THE REASONABLENESS THEREOF AND, ACCORDINGLY, HAS NOT EXPRESSED AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT THERETO.

THE DEBTORS DO NOT, AS A MATTER OF COURSE, PUBLISH PROJECTIONS OF THEIR ANTICIPATED FINANCIAL POSITION, RESULTS OF OPERATIONS OR CASH FLOWS. ACCORDINGLY, NEITHER THE DEBTORS NOR THE REORGANIZED DEBTORS INTEND TO, AND EACH DISCLAIMS ANY OBLIGATION TO, (A) FURNISH UPDATED PROJECTIONS TO HOLDERS OF ALLOWED CLAIMS OR EQUITY INTERESTS PRIOR TO THE EFFECTIVE DATE OR TO HOLDERS OF NEW SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, OR TO ANY OTHER PARTY AFTER THE EFFECTIVE DATE, (B) INCLUDE ANY SUCH UPDATED INFORMATION IN ANY DOCUMENTS THAT MAY BE REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR (C) OTHERWISE MAKE SUCH UPDATED INFORMATION PUBLICLY AVAILABLE.

THE DEBTORS PERIODICALLY ISSUE PRESS RELEASES REPORTING FINANCIAL RESULTS AND HOLDERS OF CLAIMS AND EQUITY INTERESTS ARE URGED TO REVIEW ANY SUCH PRESS RELEASES WHEN, AND AS, ISSUED.

Valuation

The Debtors have been advised by Houlihan with respect to the range of estimated reorganization values of the Reorganized Debtors. Houlihan estimates that the estimated range of enterprise value of Reorganized DDi Corp. was assumed to be approximately $115 million to $135 million (with a mid-point value of $125 million) as of an assumed Effective Date of January 8, 2004. This enterprise value estimate is based on the value of DDi Corp.’s North American operations plus the equity value of DDi Corp.’s interest in DDi Europe.

The assumed range of the reorganization value reflects work performed by Houlihan on the basis of information in respect of the business and assets of DDi Corp. available to Houlihan as of August 2003.

Based upon the assumed range of the enterprise value of Reorganized DDi Corp. and an assumed total debt of approximately $91 million, Houlihan has calculated a range of equity value for Reorganized DDi Corp between $25 million to $45 million, with a mid-point value of $35 million. Assuming a distribution of 2.0 million shares of Reorganized DDi Corp. pursuant to the Plan, the imputed equity value on a per share basis for Reorganized DDi Corp ranges between $12.50 and $22.50 per share, with a midpoint value of $17.50 per share.

The foregoing valuations also reflect a number of assumptions, including a successful reorganization of the Debtors’ businesses and finances in a timely manner, the forecasts reflected in the Projections, the amount of available cash, market conditions and the Plan becoming effective in accordance with its terms on a basis consistent with the estimates and other assumptions discussed herein.

In preparing the estimated reorganization equity value, Houlihan: (a) reviewed certain historical financial information of the Debtors for recent years and interim periods; (b) reviewed certain internal financial and operating data of the Debtors; (c) met with certain members of senior management of the Debtors to discuss the Debtors’ operations and future prospects; (d) reviewed publicly available financial data and considered the market values of public companies that Houlihan deemed generally comparable to the operating businesses of the Debtors; (e) reviewed the financial terms, to the extent publicly available, of certain acquisitions of companies that Houlihan believes were comparable to the operating businesses of the Debtors; (f) considered certain economic and industry information relevant to the Debtors’ operating businesses; and (g) reviewed certain analyses prepared by other firms retained by the Debtors and conducted such other analyses as Houlihan deemed appropriate. Although Houlihan conducted a review and analysis of the Debtors’ businesses, operating assets and liabilities and business plans, Houlihan assumed and relied on the accuracy and completeness of all (a) financial and other information furnished to it by the Debtors and by other firms retained by the Debtors and (b) publicly available information. In addition, Houlihan did not independently verify the assumptions underlying the Projections in

connection with such valuation. No independent evaluations or appraisals of the Debtors’ assets were sought or were obtained in connection therewith.

Estimates of reorganization equity value do not purport to be appraisals, nor do they necessarily reflect the values that might be realized if assets were to be sold. The estimates of reorganization equity value prepared by Houlihan assume that the Reorganized Debtors will continue as the owners of their businesses and assets. Such estimates were developed solely for purposes of formulation and negotiation of a plan of reorganization and analysis of implied relative recoveries to creditors thereunder. Such estimates do not purport to reflect or constitute appraisals, liquidation values or estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to the Plan, which may be significantly different from the amounts set forth herein. Such estimates reflect computations of the estimated reorganization equity value of Reorganized DDi Corp. through the application of various valuation techniques, including, among others: (a) a comparable company analysis, in which Houlihan analyzed the enterprise value of public companies that Houlihan deemed generally comparable to the operating businesses of the Debtors as a multiple of EBITDA and then applied multiples provided by such analysis to the projected EBITDA of the Reorganized Debtors; (b) a Cycle EBITDA analysis, which captures the cyclicality of the printed circuit board industry by analyzing EBITDA and the associated multiples of comparable companies over the last three to five years; (c) a discounted cash flow analysis, in which Houlihan, using a weighted average cost of capital, computed the present value of free cash flows and terminal value of the Debtors; and (d) a comparable acquisitions analysis, in which Houlihan analyzed the financial terms of certain acquisitions of companies that

Houlihan believed were comparable to the operating businesses of the Debtors and then applied the EBITDA multiples provided by such analysis to the projected Cycle EBITDA of the Reorganized Debtors. An estimate of reorganization equity value is not entirely mathematical, but rather it involves complex considerations and judgments concerning various factors that could affect that value of an operating business. Moreover, the value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial conditions and prospects of such a business. As a result, the estimate of reorganization equity value set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, none of the Debtors, Houlihan or any other person assumes responsibility for their accuracy. Depending on the results of the Debtors’ or the Reorganized Debtors’ operations or changes in the financial markets, Houlihan’s valuation analysis as of the Effective Date may differ from that disclosed herein.

In addition, the valuation of newly issued securities is subject to additional uncertainties and contingencies, all of which are difficult to predict. Actual market prices of such securities at issuance will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the anticipated initial securities holdings of prepetition creditors, some of which may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of such securities also may be affected by the Debtors’ history in chapter 11, conditions affecting generally the industry in which the Debtors participate or by other factors not possible to predict. Accordingly, the reorganization

equity value estimated by Houlihan does not necessarily reflect, and should not be construed as reflecting, values that will be attained in the public or private markets. The equity value ascribed in the analysis does not purport to be an estimate of the post-reorganization market trading value. Such trading value may be materially different from the reorganization equity value ranges associated with Houlihan’s valuation analysis. Indeed, there can be no assurance that a trading market will develop for the New Common Stock.

Furthermore, in the event that the actual distributions to Claim holders differ from those assumed by the Debtors in their recovery analysis, the actual recoveries realized by holders of Claims in those Classes could be significantly higher or lower than estimated by the Debtors.

THE ESTIMATED REORGANIZATION VALUE DEPENDS HIGHLY UPON ACHIEVING THE FUTURE FINANCIAL RESULTS SET FORTH IN THE PROJECTIONS AS WELL AS THE REALIZATION OF CERTAIN OTHER ASSUMPTIONS THAT ARE NOT GUARANTEED.

THE VALUATIONS SET FORTH HEREIN REPRESENT ESTIMATED REORGANIZATION VALUES AND DO NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE MARKETS. THE ESTIMATED EQUITY VALUE ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN ESTIMATE OF THE POSTREORGANIZATION MARKET TRADING VALUE. SUCH A MARKET TRADING VALUE, IF ANY, MAY DIFFER MATERIALLY FROM THE

ESTIMATED REORGANIZATION EQUITY VALUE ASSOCIATED WITH THE VALUATION ANALYSIS.

THE REORGANIZED DEBTORS AND THEIR POST-CONFIRMATION ESTATES

The Debtors shall continue to exist as the Reorganized Debtors after the Effective Date as separate corporate entities, with each of the Reorganized Debtors having all the powers of a corporation and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law. Except as otherwise provided in the Plan, or any agreement, instrument or indenture relating thereto, on or after the Effective Date, all property of the Debtors and any property acquired by the Debtors or the Reorganized Debtors under the Plan, shall vest in the Reorganized Debtors, free and clear of all Claims, liens, charges, or other encumbrances and Equity Interests existing prior to the Effective Date. On and after the Effective Date, the Reorganized Debtors may operate their businesses and may use, acquire or dispose of property and compromise or settle any Claims or Equity Interests, without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions expressly imposed by the Plan or any agreement, instrument or indenture relating thereto and the Confirmation Order. In accordance with section 1109(b) of the Bankruptcy Code, nothing herein shall preclude any party in interest from appearing and being heard on any issue in the Chapter 11 Cases.

II.

THE CHAPTER 11 CASES

On the Petition Date, the Debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. At such time, all actions and proceedings against the Debtors and all acts to obtain property from the Debtors were stayed under section 362 of the Bankruptcy Code. The Debtors will continue to conduct their businesses through their non-debtor operating affiliates and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

The Debtors do not expect the Chapter 11 Cases to be protracted. The Debtors estimate, unless there are unforeseen events, that they will emerge from bankruptcy within 90 to 120 days. To expedite its emergence from Chapter 11, the Petition Date, the Debtors filed first day motions seeking the relief detailed below, among other relief, from the Bankruptcy Court. Such relief has been granted by the Bankruptcy Court and will facilitate the administration of the Chapter 11 Cases. In addition, within ten days of the Petition Date, the Debtors filed their Disclosure Statement and pre-arranged Plan.

FIRST DAY MOTIONS FILED

Applications for Retention of the Debtors’ Professionals

The Bankruptcy Court approved the Debtors’ request to retain certain professionals to represent it and assist it in connection with the Chapter 11 Cases. These professionals include, among others: (a) K&E, as restructuring counsel for the Debtors, (b) Houlihan, as financial advisor for the Debtors, (c) Paul, Hastings, Janofsky & Walker LLP as special securities counsel and special corporate counsel for the Debtors and as counsel to the Debtors’ respective Board of Directors (d) Goldenbach, Eiseman, Assor,

Bell and Peskoe as Bankruptcy co-counsel for the Debtors and (e) Bankruptcy Management Corporation, as Notice and Balloting Agent for the Debtors.

Motion of the Debtors for Entry of an Administrative Order Under 11 U.S.C. §§ 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Professionals

The Debtors requested entry of an order, and the Bankruptcy Court granted such order on August 27, 2003, establishing a procedure whereby certain retained professionals performing services directly related to the Chapter 11 Cases may receive a percentage of fees billed and expenses incurred for services performed pursuant to the Chapter 11 Cases upon proper application to the Bankruptcy Court.

Motion for Order (I) Approving the Budget and Funding Agreement, dated as of August 1, 2003 and (II) Authorizing and Directing the Debtors’ Performance Thereunder pursuant to Bankruptcy Code §§105, 361, 362, 363, 364, 503(B) and 507(B) and Federal Rule of Bankruptcy Procedure 4001(B)

On August 27, 2003, the Bankruptcy Court granted an order approving the Budget and Funding Agreement, whereby the Secured Lenders consented to the Operating Companies using the Secured Lenders’ Cash Collateral to pay the Filing Entities’ Restructuring Fees pursuant to the terms of the Budget and Funding Agreement.

Motion of the Debtors for Entry of an Order, Under Fed. R. Bankr. P. 1015(b), Directing Joint Administration (the “Joint Administrative Motion”)

On August 21, 2003, the Bankruptcy Court entered an order granting the Debtors’ Joint Administration Motion, which authorizes the joint administration of the Chapter 11 Cases solely for procedural purposes in order to reduce the financial and other resources spent on administering the Chapter 11 Cases.

OTHER MOTIONS FILED

Motion of the Debtors Pursuant to Section 1125 of the Bankruptcy Code and Bankruptcy Rules 3017 and 2002 for an Order (I) Approving Proposed Disclosure Statement and Certain Related Relief, (II) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Proposed Joint Plan of Reorganization and (III) Scheduling a Hearing on Confirmation of the Proposed Joint Plan of Reorganization.

The Debtors requested an order to (i) approve the Debtors’ proposed Disclosure Statement and certain related relief, (ii) establish procedures for solicitation and tabulation of votes to accept or reject the Debtors’ Plan, and (iii) schedule a hearing on the confirmation of the Debtors’ Plan. The Disclosure Statement Hearing is scheduled for September 30, 2003.

III.

THE PLAN OF REORGANIZATION

The primary objectives of the Plan are to (a) alter Debtors’ debt and capital structures to permit them to emerge from the Chapter 11 Cases with a viable capital structure; (b) improve the value of the ultimate recoveries to all creditor and equityholder groups, on a fair and equitable basis, compared to the value they would receive in a liquidation; and (c) settle, compromise or otherwise dispose of certain Claims and Equity Interests on terms that the Debtors believe to be fair and reasonable and in the best interests of its Estate and its creditors.

The Debtors believe that (a) through the Plan, Holders of Allowed Claims and Allowed Equity Interests will obtain a greater recovery from their estates than the recovery they would receive if their assets were liquidated under chapter 7 of the Bankruptcy Code, and (b) the Plan will afford them the opportunity and ability to continue their businesses as viable going concerns.

The statements contained in this Disclosure Statement include summaries of the provisions contained in the Plan and in documents referred to therein. The statements contained in this Disclosure Statement do not purport to be precise or complete statements of all the terms and provisions of the Plan or documents referred to herein, and reference is made to the Plan, attached hereto as Exhibit A, and to such documents for the full and complete statements of such terms and provisions.

The Plan itself and the documents referred to therein control the actual treatment of Claims against and Equity Interests in the Debtors in the reorganization and will, upon the Effective Date, be binding upon all Holders of

Claims against and Equity Interests in the Debtors and their Estates, the Reorganized Debtors and other parties in interest. In the event of any conflict between this Disclosure Statement, on the one hand, and the Plan or any other operative document, on the other hand, the terms of the Plan and such other operative document are controlling.

OVERVIEW OF CHAPTER 11

Chapter 11 is the principal business reorganization chapter of the Bankruptcy Code. Under Chapter 11 of the Bankruptcy Code, a debtor is authorized to reorganize its business for the benefit of itself, its creditors, and interest Holders. Another goal of Chapter 11 is to promote equality of treatment for similarly situated creditors and similarly situated interest Holders with respect to the distribution of a debtor’s assets.

The commencement of a Chapter 11 case creates an estate that is comprised of all of the legal and equitable interests of the debtor as of the filing date. The Bankruptcy Code provides that the debtor may continue to operate its business and remain in possession of its property as a “debtor-in-possession.”

The consummation of a plan of reorganization is the principal objective of a Chapter 11 case. A plan of reorganization sets forth the means for satisfying claims against and interests in a debtor. Confirmation of a plan of reorganization by the Bankruptcy Court makes the plan binding upon the debtor, any issuer of securities under the plan, any person or entity acquiring property under the plan and any creditor of or equity Holder in the debtor, whether or not such creditor or equity Holder (a) is impaired under or has accepted the plan or (b) receives or retains any property under the plan. Subject to certain limited exceptions and other than as provided in the plan itself or the

confirmation order, the confirmation order discharges the debtor from any debt that arose prior to the date of confirmation of the plan and substitutes therefor the obligations specified under the confirmed plan.

A Chapter 11 plan may specify that certain classes of claims or Equity Interests are either to be paid in full upon effectiveness of the plan or are to remain unchanged by the reorganization effectuated by the plan. Such classes are referred to as “unimpaired” and, because of such favorable treatment, are deemed to accept the plan. Accordingly, it is not necessary to solicit votes from the Holders of claims or Equity Interests in such classes. A Chapter 11 plan also may specify that certain classes will not receive any distribution of property or retain any claim against a debtor. Such classes are deemed not to accept the plan and, therefore, need not be solicited to vote to accept or reject the plan. Any classes that are receiving a distribution of property under the plan but are not “unimpaired” will be solicited to vote to accept or reject the plan.

OVERALL STRUCTURE OF THE DEBTORS’ PLAN

The Debtors believe that the Plan provides the best and most prompt possible recovery to Holders of Claims and Equity Interests. Under the Plan, Claims against and Equity Interests in the Debtors are divided into different classes. Under the Bankruptcy Code, “claims” and “interests” are classified rather than “creditors” and “shareholders” because such entities may hold Claims or Equity Interests in more than one class. If the Plan is confirmed by the Bankruptcy Court and consummated, then on the Effective Date or as soon as practicable thereafter, the Debtors will make distributions in respect of certain Classes of Claims and Equity Interests as provided in the Plan. The Classes of Claims against and Equity Interests in the Debtors created under the Plan, the treatment

of those Classes under the Plan and distributions to be made under the Plan are described below.

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

The categories of Claims and Equity Interests and their treatment listed below classify Claims and Equity Interests for all purposes, including voting, confirmation and distribution pursuant to the Plan, except as otherwise provided herein, and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest shall be deemed classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Equity Interest qualifies within the description of such different Class. A Claim or Equity Interest is in a particular Class only to the extent that such Claim or Equity Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

The categories of Claims and Equity Interests and their treatment listed below classify Claims and Equity Interests for all purposes, including voting, confirmation, and distribution pursuant to the Plan, except as otherwise provided herein, and pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy Code. A Claim or Equity Interest shall be deemed classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and shall be deemed classified in a different Class to the extent that any remainder of such Claim or Equity Interest qualifies within the description of such different Class. A Claim or Equity Interest is in a particular Class only to the extent that such Claim or Equity Interest is Allowed in that Class and has not been paid or otherwise settled prior to the Effective Date.

The classification of Claims and Equity Interests against the Debtors pursuant to the Plan is as follows:

Class			Status	Voting Rights

Class 1	—	Allowed Class 1 Claims	Unimpaired	Not entitled to vote

Class 2	—	Other Secured Claims	Unimpaired	Not entitled to vote

Class 3	—	Other Priority Claims	Unimpaired	Not entitled to vote

Class 4	—	General Unsecured Claims	Unimpaired	Not entitled to vote

Class 5	—	Allowed Class 5 Claims	Impaired	Entitled to vote

Class 6a	—	Allowed Class 6a Claims	Impaired	Entitled to vote

Class 6b	—	Allowed Class 6b Claims	Impaired	Entitled to vote

Class 7	—	Existing DDi Corp. Common Stock	Impaired	Entitled to vote

Administrative Claims

Administrative Claims are claims for the expenses of administering the Debtors’ Chapter 11 Cases that are allowed under Code sections 503(b) and 507(a)(1). The Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The treatment of Administrative Claims is as described below.

(a) Payment Generally. Except to the extent that the Holder of an Allowed Administrative Claim agrees to a different treatment, and subject to the bar dates for Administrative Claims set forth in the following sections, the Distribution Agent shall pay each Allowed Administrative Clam in full, in Cash or such other treatment as may be accepted by such Holder, on the later of (i) the Effective Date, (ii) within ten (10) business days after the date of such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date such Allowed Administrative Claim becomes due according to its terms. Notwithstanding the foregoing, any Allowed Administrative

Claim representing obligations incurred in the ordinary course of post-petition business by the Debtors in Possession (including without limitation post-petition trade obligations and routine post-petition payroll obligations) shall be paid in full or performed by the Reorganized Debtors in the ordinary course of business, in accordance with the terms of the particular obligation.

(b) Administrative Claims Bar Date.

(i) General Administrative Claims Bar Date. All applications for final compensation of Professionals for services rendered and for reimbursement of expenses incurred on or before the Effective Date and all other requests for payment of Administrative Claims incurred before the Effective Date under sections 507(a)(1) or 503(b) of the Bankruptcy Code (except only for (i) post-petition, ordinary course trade obligations and routine post-petition payroll obligations incurred in the ordinary course of the Debtors’ post-petition business, for which no bar date shall apply, and (ii) post-petition tax obligations, for which the bar date described in the following Section shall apply) shall be filed with the Bankruptcy Court and served upon the Co-Sponsors no later than sixty (60) days after the Effective Date (the “General Administrative Claims Bar Date”), unless such date is extended by the Bankruptcy Court after notice to the Co-Sponsors. Any such request for payment of an Administrative Claim that is subject to the General Administrative Claims Bar Date and that is not filed and served on or before the General Administrative Claims Bar Date shall be forever barred; any party that seeks payment of Administrative Claims that (i) is required to file a request for payment of such Administrative Claims and (ii) does not file such a

request by the deadline established herein shall be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, their estates, or any of their property.

(ii) Administrative Tax Claims Bar Date. All requests for payment of Administrative Claims by a governmental unit for Taxes (and for interest and/or penalties related to such Taxes) for any tax year or period, all or any portion of which occurs or falls within the period from and including the Petition Date through and including the Effective Date (“Tax Administrative Claims”) and for which no bar date has otherwise previously been established, must be filed and served on the Co-Sponsors on or before the later of (i) sixty (60) days following the Effective Date; and (ii) 180 days following the filing of the tax return for such taxes for such tax year or period with the applicable governmental unit. Any Holder of any Tax Administrative Claims that is required to file a request for payment of such taxes and does not file and properly serve such a request by the applicable bar date shall be forever barred from asserting any such Tax Administrative Claims against the Debtors, Reorganized Debtors, their estates, or their property. The total claims of this nature are estimated to be zero.

(c) Superpriority Administrative Expense Claim. Pursuant to the Order entered on August 20, 2003 (i) approving the Budget and Funding Agreement, dated as of August 1, 2003 and (ii) authorizing and directing the Debtors’ Performance thereunder, pursuant to Bankruptcy Code §§105, 361, 362, 363, 364, 503(B) and 507(B) and Federal Rule of Bankruptcy Procedure 4001(B), the Secured Lenders and the Administrative Agent were granted the Allowed Superpriority Administrative Expense Claim pursuant to

sections 503(b) and 507(b) of the Bankruptcy Code; provided, however, that the Secured Lenders have acknowledged that they will waive the Allowed Superpriority Administrative Expense Claim if the Restructuring Transaction is consummated on or before January 30, 2004.

Priority Tax Claims

Priority Tax Claims are certain unsecured income, employment and other taxes described by Code section 507(a)(8). The Code requires that each Holder of such a section 507(a)(8) priority tax claim receive the present value of such claim in deferred cash payments over a period not exceeding six (6) years from the date of the assessment of such tax. The total claims of this nature are estimated to be zero. At the election of the Debtors, the Holder of each Allowed Priority Tax Claim shall be entitled to receive, on account of such Claim, (i) equal cash payments on the last business day of each three-month period following the Effective Date, during a period not to exceed six years after the assessment of the Tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any unpaid balance from the Effective Date, calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date, (ii) such other treatment agreed to by the Holder of the Allowed Priority Tax Claim and the Debtors (or the Reorganized Debtors), provided such treatment is on more favorable terms to the Debtors (or the Reorganized Debtors after the Effective Date) than the treatment set forth in clause (i) hereof, or (iii) payment of the full Allowed Priority Tax Claim in Cash. The total claims of this nature are estimated to be zero.

Indenture Trustee Fee Claims

Any Claims of the 5¼ Trustee, the 6¼% Trustee and the Senior Discount Trustee for payment of compensation for services rendered by it under the Indentures as of the Effective Date, together with the reimbursement of all reasonable expenses, disbursements, and advances incurred in connection therewith, including reasonable compensation, expenses, and disbursements of its agents and counsel, shall be paid directly by the Debtors on the Effective Date, and shall not be deducted from any distributions to Holders of (i) the Allowed Class 1 Claims, (ii) the Allowed Class 5 Claims, (iii) the Allowed Class 6a Claims or (iv) the Allowed Class 6b Claims. In addition, the Reorganized Debtors shall pay the actual, necessary, and reasonable fees and expenses of the Indenture Trustee incurred after the Effective Date in connection with distributions to be made pursuant to the Plan.

Class 1: Allowed Class 1 Claims (Unimpaired)

Class 1 consists of all Allowed Class 1 Claims against Debtor DDi Capital by virtue of DDi Capital’s guarantee of the Pre-Restructuring Loan Documents, which guarantee is secured by a perfected, first priority Lien on and pledge of the stock of Details (the “DDi Capital Guarantee and Pledge”). All Class 1 Claims are Allowed Class 1 Claims.

Class 1 is unimpaired and all legal, equitable and contractual rights, remedies, powers and privileges of Holders of Allowed Class 1 Claims shall be left unaltered, including, without limitation, the DDi Capital Guarantee and Pledge. Therefore, the Holders of Allowed Class 1 Claims are not entitled to vote to accept or reject the Plan and are deemed to have accepted the Plan.

Class 2: Other Secured Claims (Unimpaired)

Class 2 consists of any other Allowed Secured Claims not otherwise classified (“Other Secured Claims”). Each Holder of an Allowed Class 2 Claim shall receive one of the following alternative treatments, at the election of the Reorganized Debtors:

The claimant’s collateral shall be returned to the claimant on the Effective Date in full satisfaction of such claimant’s Allowed Other Secured Claim. The claimant’s allowed Deficiency Claim shall be treated as an Allowed Class 3 Claim.

The legal, equitable and contractual rights of the Allowed Other Secured Claim shall be unaltered by the Plan; or

Such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

Class 2 is unimpaired and the Holders of Class 2 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 2 are not entitled to vote to accept or reject the Plan. As of the date hereof, the Debtors do not believe that any Other Secured Claims exist.

Class 3: Other Priority Claims (Unimpaired)

Class 3 consists of all Claims against the Debtors accorded priority and right of payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Expense Claim (“Other Priority Claims”). The legal, equitable and contractual rights of the Holders of Class 3 Claims are unaltered by the Plan. Unless the Holder of such Claim and the Debtors agree to a different treatment, each Holder of an allowed Class 3 Claim shall receive one of the following alternative treatments, at the election of the Debtors:

(a) to the extent then due and owing on the Effective Date, such Claim will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors;

(b) to the extent not due and owing on the Effective Date, such Claim (i) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors on the Effective Date or (ii) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors when and as such Claim becomes due and owing in the ordinary course of business; or

(c) such Claim will be otherwise treated in any other manner so that such Claims shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

Any default with respect to any Class 3 Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured by virtue of payments made upon the Effective Date. Class 3 is unimpaired and the Holders of Class 3 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Claims in Class 3 are not entitled to vote to accept or reject the Plan. As of the date hereof, the Debtors do not believe that there are any Other Priority Claims.

Class 4: General Unsecured Claims (Unimpaired)

Class 4 consists of all Allowed Unsecured Claims which are not classified in Classes 5, 6a or 6b (other than Indenture Trustee Fee Claims). Thirty (30) days after the Effective Date, each Holder of an Allowed Class 4 Claim shall receive, on account of and

in full satisfaction of such Holder’s Allowed Class 4 Claim, Cash in full. As of the date hereof, the Debtors believe that there are no Class 4 Claims.

Class 4 is unimpaired and the Holders of Claims of Class 4 are not entitled to vote to accept or reject the Plan and are deemed to have accepted the Plan.

Class 5: Allowed Class 5 Claims (Impaired)

Class 5 consists of all Allowed Class 5 Claims under the Senior Discount Notes and the Existing Senior Discount Note Indenture. On or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 5 Claims asserted against any and all Debtors, each Holder of an Allowed Class 5 Claim shall receive a Pro Rata share of (i) participation in the New Senior Discount Note Indenture and the securities issued thereunder and (ii) the Senior Discount Warrants.

Class 5 is impaired and the Holders of Allowed Class 5 Claims are entitled to vote for or against the Plan.

Class 6a: Allowed Class 6a Claims (Impaired)

Class 6a consists of all Allowed Class 6a Claims. All Class 6a Claims are Allowed Class 6a Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6a Claims asserted against any and all Debtors, each Holder of an Allowed Class 6a Claim shall receive a Pro Rata share of 43.24% of the New Common Stock, subject to dilution for (a) all New Common Stock issuable under the Management Incentive Plan upon exercise of the Management Options thereunder and (b) all New Common Stock issuable upon the exercise of the New Warrants. In addition, each Holder of an Allowed Class 6a Claim shall receive a Pro Rata share of 45.45% of the New Preferred Stock.

Class 6a is impaired and the Holders of Allowed Class 6a Claims are entitled to vote for or against the Plan.

10.

Class 6b: Allowed Class 6b Claims (Impaired)

Under the Plan, Class 6b consists of all Allowed Class 6b Claims. All Class 6b Claims are Allowed Class 6b Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6b Claims asserted against any and all Debtors, each Holder of an Allowed Class 6b Claim shall receive a Pro Rata share of 50.76% of the New Common Stock, subject to dilution for (a) all New Common Stock issuable under the Management Incentive Plan upon exercise of the Management Options thereunder and (b) all New Common Stock issuable upon the exercise of the New Warrants. In addition, each Holder of an Allowed Class 6b Claim shall receive a Pro Rata share of 45.45% of the New Preferred Stock.

Class 6b is impaired and the Holders of Allowed Class 6b Claims shall be entitled to vote for or against the Plan.

11.

Class 7: Existing DDi Corp. Common Stock (Impaired)

Under the Plan, Class 7 consists of the Existing DDi Corp. Common Stock. On or as soon as practicable after the Effective Date, each Holder of an Allowed Class 7 Equity Interest shall receive, on account of and in full and complete satisfaction of such Allowed Class 7 Equity Interest, a Pro Rata share of 1.0% of the New Common Stock, subject to dilution for (a) all New Common Stock issuable under the Management Incentive Plan upon the exercise of Management Options thereunder and (ii) all New Common Stock issuable upon the exercise of the New Warrants.

Each Class 7 Equity Interest Holder shall be Allowed in the amount of the number of shares of Existing DDi Corp. Common Stock held by each applicable Holder as of the Record Date.

Class 7 is impaired and the Allowed Class 7 Equity Interest Holders are entitled to vote for or against the Plan.

PROVISIONS GOVERNING DISTRIBUTIONS UNDER THE PLAN

Sources of Cash for Plan Distribution

All Cash necessary for the Debtors to pay their obligations under the Plan shall be obtained by the Debtors from their domestic subsidiaries; provided, however, that: (a) this section III.D.1 shall not create or vest in any creditor, claimant or Holder any claim against such subsidiaries; (b) the Debtors shall have the exclusive right to collect the Cash from their subsidiaries; (c) this section III.D.1 shall not create, or be interpreted or construed to create, any liability of any such subsidiaries to any person or entity other than the Debtors; and (d) the Debtors’ rights under this section III.D.1 shall not be enforceable to the extent that they would cause a breach of the Restructuring Loan Documents or Budget and Funding Agreement. The parties to the Budget and Funding Agreement can, if necessary, agree to amend the final Budget as defined in the Budget and Funding Agreement to ensure that the Debtors have sufficient Cash to meet their obligations under the Plan.

Distributions for Claims and Equity Interests Allowed as of the Effective Date

Except as otherwise provided in section 9.2.1 of the Plan or as may be ordered by the Bankruptcy Court, distributions to be made as of the Effective Date on account of

Claims and Equity Interests that are Allowed as of the Effective Date and are entitled to receive distributions under the Plan shall be made on the Effective Date (for distributions of New Common Stock and New Preferred Stock), or as soon as practicable thereafter (for all distributions other than New Common Stock and New Preferred Stock), as applicable.

For purposes of determining the accrual of interest or rights in respect of any other payment from and after the Effective Date, the New Common Stock, the New Preferred Stock and New Warrants to be issued under the Plan shall be deemed issued as of the Effective Date regardless of the date on which they are actually dated, authenticated or distributed; provided that the Reorganized Debtors shall withhold any actual payment until such distribution is made and no interest shall accrue or otherwise be payable on any such withheld amounts.

For tax purposes, distributions received in respect of Allowed Claims will be allocated first to unpaid interest that accrued on such Claims with any excess allocated to the principal amount of Allowed Claims. See section VI.A, “Certain U.S. Federal Income Tax Consequences to the Holders of Claims and Equity Interests”.

Distributions by Reorganized DDi Corp.

Except as provided in the Plan, Reorganized DDi Corp. shall make all distributions required under the Plan. Notwithstanding the provisions of section 8.15 of the Plan regarding the cancellation of the Convertible Subordinated Note Indentures and the Existing Senior Discount Note Indenture, the Convertible Subordinated Note Indentures and the Existing Senior Discount Note Indenture shall continue in effect to the extent necessary to allow the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount

Trustee to permit distributions of New Common Stock to Holders of the Convertible Subordinated Notes and distributions of Senior Discount Warrants to Holders of the Senior Discount Notes, as the case may be. The 5¹/4% Trustee, 6¹/4% Trustee and Senior Discount Trustee providing services related to distributions to the Holders of Allowed Class 6a Claims, Allowed Class 6b Claims and Allowed Class 5 Claims shall receive, from Reorganized DDi Corp., reasonable compensation for such services and reimbursement of reasonable expenses incurred in connection with such services and upon the presentation of invoices to Reorganized DDi Corp.

Delivery of Distributions and Undeliverable or Unclaimed Distributions

(a) Delivery of Distributions

Except as provided in section 4(b)(ii) below with respect to Unclaimed Property (as defined below), distributions to Holders of Allowed Claims, Allowed Administrative Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims shall be distributed by mail as follows: (1) with respect to each Holder of an Allowed Claim that has filed a proof of claim, at the address for such Holder as maintained by the official claims agent for the Debtors; (2) with respect to each Holder of an Allowed Claim that has not filed a proof of claim, at the address reflected on the Schedules filed by the Debtors, provided, however, that if the Debtors or the Reorganized Debtors have received a written notice of a change of address for such Holder, the address set forth in such notice shall be used; (3) with respect to each Holder of an Allowed Administrative Claim, at such address as the Holder may specify in writing; (4) with respect to each Holder of an Allowed Class 6a Claim or Allowed Class 6b Claim, to the 5¹/4% Trustee or

the 6¹/4% Trustee, as the case may be; (5) with respect to each Holder of an Allowed Claim under the Senior Discount Notes and the Existing Senior Discount Note Indenture, to the Senior Discount Trustee; or (6) with respect to each Holder of an Allowed Class 1 Claim, to the Administrative Agent.

(b) Undeliverable Distributions

(i) Holding of Undeliverable Distributions. If the distribution of Cash, New Preferred Stock, New Common Stock, or Senior Discount Warrants to the Holder of any Allowed Claim, Allowed Administrative Claim, Allowed Class 6a Claim or Allowed Class 6b Claim, is returned to Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee as undeliverable (any such distribution being hereinafter referred to as “Unclaimed Property”), no further distribution shall be made to such Holder unless and until Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee is notified in writing of such Holder’s then current address. Unclaimed Property shall remain in the possession of Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee pursuant to this section, and shall be set aside and (in the case of Cash) held in a segregated interesting bearing account (as to Cash Unclaimed Property) to be maintained by Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee until such time as the subject distribution becomes deliverable. Nothing contained in the Plan shall require Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee, or any other Person to

attempt to locate such Person. This subsection (i) shall not apply to any of the Senior Debt Parties.

(ii) Failure to Claim Undeliverable Distributions. If the Person entitled thereto notifies Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee, as the case may be, of such Person’s claim to the distribution of Unclaimed Property within nine (9) months following the Effective Date, the Unclaimed Property distributable to such Person, together with any interest or dividends earned thereon, shall be paid or distributed to such Person. Any Holder of any Allowed Claim, Allowed Administrative Claim, Allowed Class 6a Claim or Allowed Class 6b Claim that does not assert a claim in writing for Unclaimed Property held by Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee, as the case may be, within nine (9) months after the Effective Date shall no longer have any claim to or interest in such Unclaimed Property, and shall be forever barred from receiving any distributions under this Plan or otherwise from Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee, as the case may be. In such cases, any Unclaimed Property held for distribution on account of such Allowed Claims, Administrative Claims, Allowed Class 6a Claims or Allowed Class 6b Claims shall be retained by Reorganized DDi Corp., the 5¹/4% Trustee, the 6¹/4% Trustee or the Senior Discount Trustee, as the case may be, as follows: pursuant to Bankruptcy Code section 347(b), (A) any undistributed Cash shall be the property of Reorganized DDi Corp.; provided, however, that any undistributed Cash whose distribution is governed by the Existing Senior

Discount Note Indenture shall be distributed by Reorganized DDi Corp. to DDi Capital and (B) any undistributed New Common Stock, New Preferred Stock, Senior Discount Warrants or Management Options shall be the property of Reorganized DDi Corp.; provided, however, that any undistributed New Common Stock and New Preferred Stock which was distributed for the benefit of the Holders of the Convertible Subordinated Notes shall be retained by or transferred to the 5¹/4% Trustee or the 6¹/4% Trustee, as the case may be, and distributed Pro Rata to Holders of Allowed Class 6a Claims and Allowed Class 6b Claims that have claimed their initial distributions, in each case, free from any restrictions thereon, and such undistributed Cash or securities shall not be subject to the unclaimed property or escheat laws of any State or other governmental unit. This subsection (ii) shall not apply to any of the Senior Debt Parties.

(iii) Compliance with Tax Requirements. In connection with the Plan, to the extent applicable, Reorganized DDi Corp. shall comply with all tax withholding and reporting requirements imposed by any government unit, and all distributions pursuant to the Plan shall be subject to such withholding and reporting requirements.

De Minimis and Fractional Distributions

No Cash payment shall be made by Reorganized DDi Corp. on account of any Allowed Claim (other than Administrative Claims), unless a specific request therefore is made in writing by the Claim’s Holder. No fractional shares of New Common Stock and New Preferred Stock shall be distributed; any entity that otherwise would be entitled to receive a fractional share distribution under this Plan shall instead receive an amount of

shares rounded down to the next whole number. Any securities or other property that is not distributed as a consequence of this section shall, after the last distribution on account of Allowed Claims in the applicable Class be treated as “Unclaimed Property” under the Plan.

Setoffs

Except as otherwise provided herein, the Reorganized Debtors may, pursuant to sections 502(d) or 553 of the Bankruptcy Code or applicable non-bankruptcy law, offset against any Allowed Claim (other than an Allowed Class 1 Claim, Allowed Class 5 Claim, Allowed Class 6a Claim, Allowed Class 6b Claim), and the distributions to be made pursuant to the Plan on account of such Claim (before any distribution is made on account of such Claim), the Claims, rights, and Causes of Action of any nature that the Debtors or Reorganized Debtors may hold against the Holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such Claims, rights, and causes of Action that the Debtors or the Reorganized Debtors may possess against such Holder.

Surrender of Canceled Instruments or Securities

(a) Surrender and Cancellation of Instruments and Securities. As a condition to receiving any distribution pursuant, to the Plan, each Person holding any note or other instrument or security (other than the Convertible Subordinated Notes, Senior Discount Notes and the DDi Capital Guarantee and Pledge) (collectively “Instruments or Securities” and individually an “Instrument or Security”) evidencing an

existing Claim against or in a Debtor must surrender such Instrument or Security to the Distribution Agent.

(b) Rights of Persons Holding Instruments and Securities. As of the Effective Date, and whether or not surrendered by the Holder thereof, (a) all Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes and all other Instruments and Securities evidencing any Claims or Equity Interests (other than the DDi Capital Guarantee and Pledge) shall be deemed automatically cancelled and deemed void and of no further force or effect, without any further action on the part of any person, and any Claims or Equity Interests under or evidenced by such Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes or other Instruments or Securities (other than the DDi Capital Guarantee and Pledge) shall be deemed discharged. All options to purchase any stock of DDi Corp. shall be deemed rejected, cancelled and terminated as of the Petition Date.

(c) Cancellation of Liens. Except as otherwise provided in the Plan, any Lien securing any Secured Claim shall be deemed released and discharged, and the Person holding such Secured Claim shall be authorized and directed to release any collateral or other property of the Debtors (including, without limitation, any cash collateral) held by such Person and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such Lien, including, without limitation, the execution, delivery and Filing or recording of such releases as may be requested by Reorganized Debtors at the sole expense of Reorganized Debtors. This subsection 7(c) shall not apply to any Lien securing any of the Pre-Restructuring Bank Indebtedness.

PROCEDURES FOR RESOLUTION OF DISPUTED, CONTINGENT AND UNLIQUIDATED CLAIMS OR INTERESTS

Prosecution of Objections to Claims

The Reorganized Debtors shall have the sole and exclusive right to file and prosecute objections to Claims. Unless another date is established by order of the Bankruptcy Court or the Plan, any objection to a Claim shall be Filed with the Bankruptcy Court and served on the Person holding such Claim on or before the applicable Claims Objection Deadline. The Reorganized Debtors shall have the right to petition the Bankruptcy Court, without notice or a hearing, for an extension of the Claims Objection Deadline.

Treatment of Disputed Claims

(a) No Distribution Pending Allowance

If any portion of a Claim is a Disputed Claim, no payment or distribution provided for under the Plan shall be made on account of such Claim unless and until such Claim becomes an Allowed Claim and is no longer a Disputed Claim; provided, however, that this section does not apply to any distributions made to the 5.25% Trustee and the 6.25% Trustee or on account of the Allowed Class 6a Claims or Allowed Class 6b Claims.

(b) Distribution After Allowance

As soon as practicable following the date on which a Disputed Claim becomes an Allowed Claim and is no longer a Disputed Claim, the Distribution Agent shall distribute to the Person holding such Claim any Cash, New DDi Corp or New Preferred Stock that

would have been distributable to such Person if on the Effective Date such Claim had been an Allowed Claim and not a Disputed Claim.

Allowance of Claims and Equity Interests

Except as expressly provided in the Plan or any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), no Claim or Equity Interest shall be deemed Allowed, unless and until such Claim or Equity Interest is deemed Allowed under the Bankruptcy Code or the Bankruptcy Court enters a Final Order in the Chapter 11 Cases allowing such Claim or Equity Interest. Except as expressly provided in the Plan or any order entered in the Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), the Reorganized Debtors after confirmation will have and retain any and all rights and defenses the Debtors had with respect to any Claim or Equity Interest as of the date the Debtors filed their petitions for relief under the Bankruptcy Code. All Claims of any Person or Entity that owes money to the Debtors shall be disallowed unless and until such Person or Entity pays the amount it owes the Debtors in full.

Controversy Concerning Impairment

If a controversy arises as to whether any Claims or Equity Interests, or any Class of Claims or Equity Interests, are Impaired under the Plan, the Bankruptcy Court shall, after notice and a hearing, determine such controversy before the Confirmation Date.

MEANS FOR IMPLEMENTATION OF THE PLAN

Continued Corporate Existence of Reorganized Debtors

The Debtors shall, as the Reorganized Debtors, continue to exist after the Effective Date as separate corporate entities, in accordance with the applicable law in the

respective jurisdictions in which they are incorporated and without prejudice to any right to alter or terminate their existence (whether by merger or otherwise) under such applicable state law. Each Reorganized Debtor shall continue to have all corporate powers and rights accorded to the same under the laws of the jurisdiction of its incorporation.

Certificates of Incorporation and Bylaws

The certificate or articles of incorporation and bylaws of each Debtor and DDi Europe shall be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code, and the certificate or articles or incorporation and bylaws of each Debtor shall include, among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by section 1123(a)(6) of the Bankruptcy Code.

Corporate Action

On the Effective Date, all actions contemplated by the Plan shall be deemed authorized and approved in all respects (subject to the provisions of the Plan) by virtue of the entry of the Confirmation Order, in accordance with the Bankruptcy Code and applicable State law (including but not limited to section 303 of the Delaware General Corporations Law, to the extent applicable, and any analogous provision of the business corporation law or code of each other State in which any Reorganized Debtor is incorporated or organized) and without any requirement of further action by the stockholders, officers or directors of the Debtors or the Reorganized Debtors or DDi Europe, including, without limitation, the following: (a) the adoption and the filing with the Secretary of State of the State of Delaware of the Amended and Restated DDi Corp.

Certificate of Incorporation; (b) the adoption of the Amended and Restated DDi Corp. Bylaws; (c) the adoption and the filing with the Companies House of the Amended and Restated DDi Europe Articles of Association; (d) the issuance by DDi Europe of the New Preferred Stock, (e) the issuance by Reorganized DDi Corp. of the New Common Stock, the New Warrants and the Management Options; (f) the execution and the delivery of, and the performance under, each of the Plan Documents, the Restructuring Loan Documents and all documents and agreements contemplated by or relating to any of the foregoing; and (g) the removal of all members of the respective boards of directors of the Debtors and the election of all members of the boards of directors of the Reorganized Debtors designated pursuant to the Plan. All matters provided for under the Plan involving the corporate structure of the Debtors or Reorganized Debtors and any corporate action required by the Debtors or Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect pursuant to the Bankruptcy Code, without any requirement of further action by the shareholders, officers or directors of the Debtors or Reorganized Debtors. On the Effective Date, the appropriate officers of the Reorganized Debtors are authorized and directed to execute and to deliver the Plan Documents and any other agreements, documents and instruments contemplated by the Plan or the Plan Documents in the name and on behalf of the Reorganized Debtors.

Directors and Officers of the Reorganized Debtors

On the Effective Date, the operation of the Reorganized Debtors shall become the general responsibility of the Reorganized Debtors’ newly constituted Board of Directors (each a “Board” and collectively, the “Boards”), who shall thereafter have the responsibility for the management and control of the Reorganized Debtors. Immediately

following the Effective Date, the New Board of Reorganized DDi Corp. shall consist of seven members, comprised as follows: (a) Bruce McMaster, (b) David Blair, (c) two Convertible Subordinated Note Holder designees (designated by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval and (d) three Convertible Subordinated Note Holder designees (selected by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval (designees will be selected from list to be developed in conjunction with Reorganized DDi Corp., the Convertible Subordinated Note Holders and their respective advisors.) Prior to or immediately following the Effective Date of the Plan, Reorganized DDi Corp. shall use commercially reasonable efforts to provide to the Ad Hoc Convertible Note Holder Committee the names of at least three directors who meet the “independence” standards of the Securities and Exchange Commission and the Nasdaq National Market (whether or not Reorganized DDi Corp. or any of the securities of DDi Corp. are subject to such standards). After the Effective Date of the Plan, and not less than annually thereafter, prior to any election by the stockholders or appointments by the Board (if there are not remaining at the time of any such appointment by the Board, two members of the Board who have been previously recommended as nominees by the Preferred Stock Representatives (as defined below)), two Holders of the New Preferred Stock (who initially will be Providence Capital, LLC and Tablerock Fund Management, LLC (the “Preferred Stock Representatives”), together, shall make recommendations in good faith (the “Designation Right”) to the Board (or more frequently in the event any

such Preferred Stock Representative transfers any of its shares of New Preferred Stock along with its Designation Right to an unaffiliated third party) with respect to two nominees, who shall be qualified and otherwise appropriate candidates for the Board in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board who have been recommended by such Preferred Stock Representatives in the event of an appointment by the Board. Such recommendation may be made by delivering notice thereof to Reorganized DDi Corp. within sixty (60) days after the written request by the Board of names for consideration (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). The Board shall submit a request for names for consideration once a year (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). If at any time while the New Preferred Stock remains outstanding those nominees recommended by such Holders of the New Preferred Stock are not appointed by the Board to the Board (if the appointments are determined by the Board) or nominated by the Board of management of Reorganized DDi Corp. for election by the stockholders of Reorganized DDi Corp. to the Board, then as a remedy to the Holders of the New Preferred Stock, for breach of the Designation Right, the New Preferred Stock shall bear a dividend rate equal to 17% per annum effective retroactively to the date of issuance (until such time as two nominees recommended to the Board pursuant to the foregoing procedures are appointed or nominated, whereupon the dividend rate shall be decreased to 15% per annum

commencing on the date of such complying appointments or nominations.) Notwithstanding the foregoing, if (i) any member of the Board who holds New Preferred Stock (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds New Preferred Stock) (each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board recommended by such Holders of New Preferred Stock (the “Recommended Board Member”) in accordance with the foregoing provisions, (ii) such Recommended Board Member is not appointed or nominated to the Board because one or more Preferred Stock Board Members votes against such Recommended Board Member and (iii) such Recommended Board Member would have been appointed or nominated to the Board had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this section.

Issuance of New Securities; Execution of Related Documents

On or immediately after the Effective Date, the Reorganized Debtors shall issue all securities, notes, instruments, certificates, and other documents of the Reorganized Debtors required to be issued pursuant to the Plan, including, without limitation, the New Preferred Stock, the New Common Stock, the New Warrants, the Management Options and the New Notes, each of which shall be distributed as provided in the Plan. The Reorganized Debtors shall execute and deliver such other agreements, documents and instruments as are required to be executed pursuant to the terms of the Plan. The principal terms of the New Warrants, the New Common Stock, the New Preferred Stock, the Management Options and the New Notes are as follows:

Secured Lender Warrants.

The Secured Lender Warrants, representing 10.0% of the New Common Stock on a fully diluted basis on the Effective Date will be issued to the Secured Lenders ratably in accordance with their respective commitments under the Restructuring Loan Documents (as of the Effective Date) and held in an escrow account, on terms reasonably acceptable to the Required Lenders. The calculation of “New Common Stock on a fully diluted basis on the Effective Date” shall give effect to the exercise of such Secured Lender Warrants, the Senior Discount Warrants, all other outstanding warrants and the exercise, conversion or exchange, as applicable, of all other outstanding securities of Reorganized DDi Corp., including but not limited to issuances to old equity, the Convertible Subordinated Note Holders, the Senior Discount Note Holders, all share grants and Tranche A option grants to management made on the Effective Date pursuant to the Management Incentive Plan (it being understood and agreed that anti-dilution adjustments shall thereafter be made in respect of any options granted after the Effective Date pursuant to Tranche A and Tranche B under the Management Incentive Plan). The Secured Lender Warrants will have an exercise price initially equal to $.01 per share and shall be subject to customary anti-dilution adjustments. Each Secured Lender Warrant will be exercisable for the period commencing on the Second Anniversary Date through and including July 31, 2008. The Secured Lender Warrants and the underlying shares of common stock will have registration rights, pursuant to a registration rights agreement, customary for transactions of this type and as set forth below. The number of Secured Lender Warrants that may be exercised shall be determined based on the aggregate amount of commitments under the Restructuring Loan Documents outstanding on the Second Anniversary Date as follows:

(a) If, on the Second Anniversary Date, the commitments (and accrued and unpaid interest with respect thereto) have been permanently reduced and terminated (and are not subject to reborrowing) by at least 50% of the aggregate amount of such commitments outstanding on the Effective Date, then: (i) Secured Lender Warrants issued to and held in escrow for the Secured Lenders representing 50% of the original issuance of Secured Lender Warrants (after giving effect to anti-dilution adjustments) shall be returned to Reorganized DDi Corp. for cancellation and all remaining Secured Lender Warrants shall be released from the escrow account and delivered to the Secured Lenders; (ii) all Success Fees (as defined below) accrued and unpaid as of the Second Anniversary Date shall be immediately due and payable in cash; and (iii) the Success Fees shall be converted to a cash pay interest obligation.

(b) If, on the Second Anniversary Date, all outstanding loans and other extensions of credit under the commitments, plus all accrued and unpaid interest and accrued and unpaid Success Fees, have been repaid in full (and are not subject to reborrowing), and such commitments have been terminated, then all Secured Lender Warrants issued to and held in escrow for the Secured Lenders shall be returned to DDi Corp. for cancellation.

(c) If, on the Second Anniversary Date, more than 50% of the commitments outstanding on the Effective Date remains outstanding, all Secured Lender Warrants shall be released from the escrow account and delivered to the Secured Lenders on such date.

The Secured Lender Warrants shall be exercisable on a net basis, permitting the surrender of Secured Lender Warrants with no cash exercise price and the receipt of the number of shares of New Common Stock equal to the number otherwise deliverable upon

exercise less the number of shares of New Common Stock having a current market price at the time equal to the aggregate exercise price that would otherwise have been paid.

The Holders of the Secured Lender Warrants shall have, pursuant to the New Common Stock Registration Rights Agreement, registration rights for U.S. public offerings, the timing of which will be at the discretion of the Board of Directors of Reorganized DDi Corp. In addition, the Holders of Secured Lender Warrants and the New Common Stock underlying the Secured Lender Warrants shall receive, pursuant to New Common Stock Registration Rights Agreement, indemnification from Reorganized DDi Corp., one demand registration right, unlimited as to the amount of shares of New Common Stock to be registered, at any time within the three (3) year period following the term of the escrow and an unlimited number of exercises of piggyback registration rights prior to July 31, 2008. Unless otherwise agreed, any registration statement for the New Common Stock pursuant to the New Common Stock Registration Rights Agreement shall be in the form of a shelf registration and any such registration statement shall be made available commencing no later than the Second Anniversary Date and shall remain available until the earlier of (x) July 31, 2008 and (y) the date on which all Secured Lender Warrants have been exercised.

The exercise price or number of shares of New Common Stock deliverable upon exercise of the Secured Lender Warrants will be adjusted to protect against dilutive and potentially dilutive events affecting the New Common Stock, including without limitation, (i) stock dividends and distributions, subdivisions, combinations and reclassifications, (ii) cash dividends and other distributions (if same distributions are not made to Holders of Secured Lender Warrants), (iii) issuances of additional shares of New

Common Stock or any securities convertible into or exchangeable for New Common Stock, if issued or sold for less than Fair Market Value (as defined herein) at time of issuance; provided, that no antidilution adjustment will be made in respect of an issuance or series of issuances of additional shares of New Common Stock or any securities convertible into or exchangeable for New Common Stock with an aggregate value of up to $3,000,000 (based upon an implied total enterprise value of $110,000,000); and provided, further, that, should the Required Lenders not approve any determination of Fair Market Value, any dispute with regard to such valuation determination shall be resolved by a neutral valuation firm of national standing approved by the Required Lenders, (iv) any grants of options after the Effective Date pursuant to Tranche A and Tranche B under the Management Incentive Plan, (v) distributions of any rights to acquire shares of New Common Stock, (vi) tender offers or exchange offers by Reorganized DDi Corp. or any subsidiary or affiliate (other than DDi Europe and its European subsidiaries) and (vii) any other distributions, offers and similar dilutive events affecting the New Common Stock of Reorganized DDi Corp.

Senior Discount Warrants.

The Senior Discount Warrants, representing 2.5% of the New Common Stock on a fully diluted basis on the Effective Date will be issued to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The Senior Discount Warrants will have a nominal exercise price and will be exercisable for the period commencing on the first business day after the Second Anniversary Date through and including December 31, 2008; provided, however:

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(a) If DDi Capital elects to go 100% cash pay permanently and irrevocably on or prior to the Second Anniversary Date, then in such event, all of the Senior Discount Warrants shall be cancelled; or

(b) If DDi Capital has satisfied all of the indebtedness to the Senior Discount Note Holders on or prior to the Second Anniversary Date, then in such event, all claims to the Senior Discount Warrants shall be cancelled.

The Senior Discount Warrants will have anti-dilution protection, demand and piggyback registration rights, cashless exercise and other rights consistent with the Secured Lender Warrants; provided, however, that, notwithstanding the foregoing, in no event shall the Senior Discount Warrants or Common Stock issuable in respect thereof dilute the New Common Stock deliverable upon exercise of the Secured Lender Warrants; provided, further, that Reorganized DDi Corp. shall have no obligation pursuant to the Plan or any other arrangement to issue any of the Senior Discount Warrants after the Effective Date.

New Common Stock.

As of the Effective Date, Reorganized DDi Corp. will have 6,000,000 authorized shares of New Common Stock, of which 2,000,000 shares will be issued. Assuming the exercise of all New Warrants and Management Options granted to the management of Reorganized DDi Corp., 2,720,000 shares of New Common Stock would be issued and outstanding. All outstanding shares of New Common Stock will be fully paid and nonassessable.

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(b) Board of Directors of Reorganized DDi Corp. Immediately following the Effective Date, the new Board of Directors (the “Board”) of Reorganized DDi Corp. shall consist of seven members, comprised as follows: (a) Bruce McMaster, (b) David Blair, (c) two Convertible Subordinated Note Holder designees (designated by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval and (d) three Convertible Subordinated Note Holder designees (selected by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval (designees will be selected from list to be developed in conjunction with Reorganized DDi Corp., the Ad Hoc Convertible Note Holder Committee and their respective advisors). Prior to or immediately the Effective Date of the Plan, Reorganized DDi Corp. shall use commercially reasonable efforts to provide to the Ad Hoc Convertible Note Holder Committee the names of at least three directors who meet the “independence” standards of the Securities and Exchange Commission and the Nasdaq National Market (whether or not Reorganized DDi Corp. or any of the securities of Reorganized DDi Corp. are subject to such standards). After the Effective Date of the Plan, and not less than annually thereafter, prior to any election by the stockholders or appointments by the Board (if there are not remaining at the time of any such appointment by the Board, two members of the Board who have been previously recommended as nominees by the Preferred Stock Representatives (as defined below)), two Holders of the New Preferred Stock (who initially will be Providence Capital, LLC and Tablerock Fund Management, LLC (the “Preferred Stock Representatives”), together,

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shall make reasonable recommendations in good faith (the “Designation Right”) to the Board (or more frequently in the event any such Holder transfers any of its shares of New Preferred Stock along with its Designation Right to an unaffiliated third party) with respect to two nominees, who shall be qualified and otherwise appropriate candidates for the Board in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board who have been recommended by such Preferred Stock Representatives in the event of an appointment by the Board. Such recommendation may be made by delivering notice thereof to Reorganized DDi Corp. within sixty (60) days after the written request by the Board of names for consideration (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). The Board shall submit a written request for names for consideration once a year (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). If at any time while the New Preferred Stock remains outstanding those nominees recommended by such Holders of the New Preferred Stock are not appointed by the Board to the Board (if the appointments are determined by the Board) or nominated by the Board or management of Reorganized DDi Corp. for election by the stockholders of Reorganized DDi Corp. to the Board, then as a remedy to the Holders of the New Preferred Stock, for breach of the Designation Right, the New Preferred Stock shall bear a dividend rate equal to 17% per annum effective retroactively to the date of issuance (until such time as two nominees recommended to the Board pursuant to the

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foregoing procedures are appointed or nominated, whereupon the dividend rate shall be decreased to 15% per annum commencing on the date of such complying appointments or nominations.) Notwithstanding the foregoing, if (i) any member of the Board who holds New Preferred Stock (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds New Preferred Stock) (each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board recommended by such Holders of New Preferred Stock (the “Recommended Board Member”) in accordance with the foregoing provisions, (ii) such Recommended Board Member is not appointed or nominated to the Board because one or more Preferred Stock Board Members votes against such Recommended Board Member and (iii) such Recommended Board Member would have been appointed or nominated to the Board had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this section.

(c) Dividends. Holders of New Common Stock will be entitled to receive dividends when, as and if declared by the Board of Directors of Reorganized DDi Corp., out of funds legally available therefor; provided that all dividends on any preferred stock which may be issued in the future must be fully paid or declared and set apart before any dividends can be paid or declared and set apart with respect to the New Common Stock.

(d) Priority. Upon liquidation, dissolution or winding-up of Reorganized DDi Corp., the Holders of New Common Stock will be entitled to share ratably in the assets of Reorganized DDi Corp. remaining after the payment of its obligations and liabilities and after payment of any liquidation preference due the Holders of any preferred stock.

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(e) Pre-emptive Rights. Holders of New Common Stock will have no preemptive or other rights to subscribe for or purchase additional securities of Reorganized DDi Corp.

(f) In addition to the foregoing rights, the New Common Stock shall have such additional rights and restrictions as are customary for securities of this nature.

New Preferred Stock.

DDi Europe, a wholly owned non-debtor subsidiary of DDi Corp., will have 3,300,000 authorized shares of New Preferred Stock on the Effective Date of the Plan, of which 1,100,000 shares will be issued. The New Preferred Stock will include, inter alia, the following terms:

(a) Preference Right. The New Preferred Stock shall have a liquidation value of $15.0 per share (plus accrued and unpaid dividends thereon), for an aggregate liquidation preference of $16,500,000. The final governing documents will reflect a liquidation preference of British Pounds, based on a conversion rate of the BOS in effect on the fifth business day preceding the Effective Date of the Plan.

(c) Voting Rights. On the Effective Date, the Board of Directors of DDi Europe shall consist of seven directors, four of whom are the Preferred Stock Appointed

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Directors. The New Preferred Stock shall have no other voting rights except as otherwise required by applicable law. The initial term, commencing on the Effective Date, of the New Preferred Stock Appointed Directors shall be two (2) years. For each subsequent board election when the New Preferred Stock is still outstanding, the Holders of the New Preferred Stock will designate the following number of board seats (which shall provide for a one (1) year term) based on the trailing twelve (12) month EBITDA at the time of the election:

EBITDA (in USD to be converted to GBP)		Number of Board Seats
EBITDA < $15 million		4
$15 million < EBITDA < $25 million		3
$25 million < EBITDA < $35 million		2
EBITDA > $35 million		1

(d) Priority. The New Preferred Stock shall be senior to all other classes and series of DDi Europe’s capital stock with respect to dividends and redemptions and upon liquidation.

(e) Optional Redemption. None.

(f) Mandatory Redemption. The New Preferred Stock shall be mandatorily redeemed by DDi Europe to the extent permitted by applicable law upon the later of (i) January 31, 2009; or (ii) repayment in full of all the obligations under the BOS Credit Facility, as amended from time to time (but not as to any extensions of the maturity date of the BOS Credit Facility).

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(g)

New Preferred Stock Rights. The New Preferred Stock will have certain covenant rights (all of which shall be further subject to the limitations contained in the BOS Credit Facility) including:

(i) restrictions on the payment of dividends or redemption of any shares of DDi Europe (other than any dividends on or redemption of the New Preferred Stock);

(ii) limitations on the incurrence of additional indebtedness, except

•

indebtedness in the ordinary course of business (i.e. trade credit); and

•

purchase money indebtedness (i.e. capital lease obligations) in the ordinary course of business

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•

inventory held for sale or

•

(h) Remedies. The remedy for certain breaches of the New Preferred Stock Rights described in subsection (g) above (following a reasonable cure period) shall be an increase in the dividend rate to 17% per annum (until any such breach is remedied or cured, in which case the dividend rate shall return immediately upon remedy or cure to 15% per annum ). Remedies for other breaches shall be limited only by applicable law. Remedies for failure to redeem or purchase the New Preferred Stock, whether or not permitted by law, in the event of a mandatory redemption or change of control based on the terms set forth below, shall be that the redemption (or repurchase or purchase) price, including all accrued and unpaid dividends, as well as all costs and expenses to collect the foregoing amounts shall become subordinated indebtedness of DDi Europe, payable on demand, subject to applicable law.

(i) Registration Rights. DDi Europe shall file, at DDi Europe’s expense, the New Preferred Stock Registration Rights Agreement, which shall become effective on or prior to the first anniversary of issuance. In addition, at any time that DDi Europe files a United States registration statement relating to equity, the Holders of the New Preferred

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Stock shall be permitted the opportunity, on at least 20 days notice, to participate in such registration, subject to reasonable pro rata cutbacks based on advice of the lead underwriter participating in the subject transaction. DDi Europe may postpone for 120 days the filing or effectiveness of a registration statement if the Board of Directors determines that such registration would reasonably be expected to have an adverse effect on any proposal or plan of DDi Europe to engage in any acquisition of assets (other than in the ordinary course), merger, consolidation, public issuance of stock or debt, tender offer or similar transaction.

(j) Put Rights. Each Holder of the New Preferred Stock shall have the right to require DDi Europe or its successor in a Change of Control to purchase or repurchase all of such Holder’s investment in New Preferred Stock at a price equal to 107% (during the first year following the Effective Date of the Plan), 104% (during the second year following the Effective Date of the Plan) and 101% (thereafter) of the $16,500,000 aggregate liquidation preference thereof plus all accrued and unpaid dividends during a 20 business day period following notice of the consummation of a Change of Control of DDi Europe. A “Change of Control” with respect to DDi Europe will be deemed to occur if

(i) Reorganized DDi Corp. fails to control directly more than 50% of the voting stock of DDi Europe,

(ii) all or substantially all of the assets of DDi Europe are sold to another person (other than Reorganized DDi Corp. and/or any of its subsidiaries), or

(iii) there occurs a merger or consolidation of DDi Europe with or into another person (other than Reorganized DDi Corp. and/or any of its subsidiaries)

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or the merger or another person (other than Reorganized DDi and/or its subsidiaries) with or into DDi Europe, or if the securities of DDi Europe that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of DDi Europe are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee.

New Senior Discount Notes

The Senior Discount Notes will be restructured pursuant to the New Senior Discount Note Indenture. The restructured Senior Discount Notes (the “New Senior Discount Notes”) will include, inter-alia, the following terms.

(a) Issuer. DDi Capital

(b) Indebtedness. $16,100,000 in aggregate principal amount, plus accrued and unpaid interest thereon.

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cash interest payments for such current period may only be paid to the Senior Discount Note Holders out of excess cash prior to any repayment of the Pre-Restructuring Bank Indebtedness, with any remaining excess cash payments being applied to repayment of the Pre-Restructuring Bank Indebtedness. Interest shall be paid-in-kind (or in cash, as applicable) quarterly. If the Company elects or is required to make any interest payment in cash, the entire interest payment for such semi-annual period shall be paid in cash.

(d) Maturity. January 1, 2009.

(f) Guarantee. None.

(g) Anti-Layering Protection. The New Senior Discount Notes shall be entitled to customary anti-layering protection for securities of this type.

(h) Covenants. The New Senior Discount Note will have covenants customary for securities of this type. Any covenant limiting the payment of dividends will include an exception for payment of dividends by Reorganized DDi Corp. in order to permit the payment of up to a specified amount of corporate expenses related to its reporting and other obligations associated with being a public entity under the Securities Exchange Act of 1934 (the “‘34 Act”). In the event Reorganized DDi Corp. ceases to be a public entity under the ‘34 Act, the Senior Discount Note Holders will receive annual audited financial statements and a summary of quarterly unaudited financial statements for Reorganized DDi Corp. and any other financial information given to the Senior Debt Parties (i.e., monthly reports. etc.)

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Management Options.

On the Effective Date, Reorganized DDi Corp. will issue 100,000 shares of New Common Stock to the management of Reorganized DDi Corp. (“Management”) representing 5% of the outstanding New Common Stock on the Effective Date as more fully described below. In addition, Reorganized DDi Corp. will grant options to Management on the Effective Date. The equity in the form of New Common Stock (“Restricted Common Stock”) or options to acquire New Common Stock to be issued to Management shall be forfeitable under certain circumstances as described below.

(a) Equity Grant Date. One hundred percent of all Restricted Common Stock on the Effective Date of the Plan may be granted, subject to Mandatory Forfeiture (as defined below).

(b) Option Grant Date.

(i) Tranche A (Series A1-A4). Tranche A of the Management Incentive Plan will provide for options to purchase an aggregate of 12.5% of the New Common Stock of Reorganized DDi Corp. on the Effective Date (collectively, the “Tranche A Options”). Fifty percent (50%) of all Tranche A Options shall be granted on the Effective Date of the Plan and the remaining 50% of Tranche A Options shall be granted on the twelve (12) month anniversary of the Effective Date.

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(ii) Tranche B. Tranche B of the Management Incentive Plan to provide for discretionary options to purchase an aggregate of 4% of the New Common Stock of Reorganized DDi Corp. on the Effective Date (the “Tranche B Options” and together with the Tranche A Options, the “Management Options”). The issuance of the Tranche B Options shall be in the discretion of the Compensation Committee of the Board of Reorganized DDi Corp., or CEO of Reorganized DDi Corp. under the CEO Exemption.

(c) Equity Vesting Schedule. Fifty percent of the Restricted Common Stock will vest immediately upon grant, 50% of the Restricted Common Stock will vest 12 months after the grant.

(d) Option Vesting Schedule.

(i) Tranche A (Series A1-A4). One-third of the Management Options will vest immediately upon grant, ¹/3 of the Management Options will vest on the 18 month anniversary of the grant, ¹/3 of the Management Options will vest on the 36 month anniversary of the grant.

(ii) Tranche B. One-third of the Management Options will vest immediately upon grant, ¹/3 of the Management Options will vest on the 18 month anniversary of the grant, ¹/3 of the Management Options will vest on the 36 month anniversary of the grant.

(e) Series A1 Management Options. The Series A1 Management Options represent 3¹/3% of the New Common Stock on a fully diluted basis on the Effective Date at a strike price of an implied total enterprise value of $110,000,000. The Series A1 Management Options have a 10-year term unless earlier exercised or forfeited.

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(f) Series A2 Management Options. The Series A2 Management Options represent 3¹/3% of the New Common Stock on a fully diluted basis on the Effective Date at the following strike prices:

(i) First grant date. The Fair Market Value (as defined below) of the stock on the date of grant.

(ii) Second grant date. The greater of (a) the Fair Market Value of the New Common Stock on the date of grant and (b) the strike price on the first grant date. The Series A2 Management Options have a 10-year term unless earlier exercised or forfeited.

(g) Series A3 Management Options. The Series A3 Management Options represent 3¹/3% of the New Common Stock on a fully diluted basis on the Effective Date at the following strike prices:

(i) First date. 115% of the Fair Market Value of the New Common Stock on the date of grant.

(ii) Second grant date: The greater of (a) the Fair Market Value of the New Common Stock on the date of grant and (b) the strike price on the first grant date. The Series A3 Management Options have a 10-year term unless earlier exercised or forfeited.

(h) Series A4 Management Options. The Series A4 Management Options represent 2.5% of the New Common Stock on a fully diluted basis on the Effective Date at nominal strike price. The Series A4 Management Options may only be exercised on and after the Second Anniversary Date as follows:

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(i) 0%, if the commitments outstanding on the Effective Date (including accrued and unpaid interest and accrued and unpaid PIK interest with respect thereto) of the Secured Lenders have not been permanently repaid by at least 50% of the aggregate amount of such commitments outstanding on the Effective Date;

(ii) 50%, if the commitments outstanding on the Effective Date (including accrued and unpaid interest and accrued and unpaid PIK interest with respect thereto) of the Secured Lenders have been permanently repaid by at least 50% but less than 100% of the aggregate amount of such commitments outstanding on the Effective Date;

(iii) 100%, if the commitments outstanding on the Effective Date plus all accrued and unpaid interest and accrued and unpaid PIK interest have been repaid in full to the Secured Lenders.

The Series A4 Management Options have a 5-year term unless earlier exercised or forfeited.

(k) Tranche B Management Options. The Tranche B Management Options represent 4% of the New Common Stock on the Effective Date at a strike price equal to the Fair Market Value of the New Common Stock. The Tranche B Management Options have a 10-year term unless earlier exercised or forfeited.

(l) Mandatory Forfeiture. All unvested grants of Management Options and Restricted Common Stock will be subject to Mandatory Forfeiture by the Holder, if the Holder’s employment is terminated by Reorganized DDi Corp. for Cause, or the Holder voluntarily leaves Reorganized DDi Corp. without Good Reason (as defined below) prior to the 36 month anniversary of the grant. Any forfeited grants shall be made available for

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redistribution at the discretion of the Compensation Committee of the reorganized Board of Reorganized DDi Corp.

(m) Vesting upon Change of Control. If a Change of Control results from a cash-for-stock transaction, there shall be full acceleration of unvested Management Options and unvested Restricted Common Stock.

If the Change of Control results from a stock-for-stock transaction, there shall be no acceleration of the vesting of unvested Management Options or unvested Restricted Common Stock and unvested Management Options and unvested Restricted Common Stock will be converted into unvested Management Options and unvested Restricted Common Stock of the merged enterprise.

If the Change of Control results from a combination of stock and cash transaction, then the vesting of unvested Management Options and unvested Restricted Common Stock will accelerate a pro rata (based on amount stock and cash portions of consideration) and will be converted into pro rata amount of unvested Management Options and unvested Restricted Common Stock of the merged enterprise.

If, following a Change of Control, (i) a Holder’s employment is terminated by Reorganized DDi Corp. or the successor to Reorganized DDi Corp. for Cause, or the Holder voluntarily leaves the successor to Reorganized DDi Corp. without Good Reason within one year following the Effective Date of the Change of Control, then all of such Holder’s unvested Management Options and unvested Restricted Common Stock shall be forfeited upon such termination and/or leave or (ii) a Holder’s employment is terminated by Reorganized DDi Corp. or the successor to Reorganized DDi Corp. without Cause, or the Holder voluntarily leaves Reorganized DDi Corp. or the successor to Reorganized

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DDi Corp. with Good Reason within two years following the effective date of the Change of Control, then all of such Holder’s unvested Management Options and unvested Restricted Common Stock shall immediately vest upon such termination or leave.

(n) Other Terms.

(i) Registration Rights: Concurrently with or subsequent to the effectiveness of an equity registration statement filed by Reorganized DDi Corp. for the benefit of the former Convertible Subordinated Note Holders and the Secured Lenders who are then Holders of New Common Stock and/or the Secured Lender Warrants after the Effective Date of the Plan, Reorganized DDi Corp. shall file an S-8 registration statement for the registration of the Management Options and Restricted Common Stock.

(ii) Holders of Management Options and Restricted Common Stock shall be entitled to antidilution protection for Reorganized DDi Corp. stock dividends and stock splits only.

(o) Definitions:

(i) “Cause” shall mean a Management Holder’s (A) indictment or conviction of any felony (it being understood that if such Management Holder is not convicted of a felony within two (2) years of indictment (or later if any state or federal agency is actively prosecuting such felony), such Holder’s Management Options shall be reinstated), (B) fraud, misappropriation, or embezzlement that would warrant termination from Reorganized DDi Corp. or its subsidiaries based upon the existing policies of Reorganized DDi Corp. and its subsidiaries then in effect, (C) failure or refusal, after reasonable notice, to perform the material duties of such person’s office, (D) drug or alcohol abuse that would warrant termination from Reorganized DDi Corp. or its

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subsidiaries based upon the existing policies of Reorganized DDi Corp. and its subsidiaries then in effect, (E) any willful misconduct or willful acts that materially impair the assets of operations of Reorganized DDi Corp. and its subsidiaries, taken as a whole, (F) acts of discrimination or sexual harassment that would warrant termination from Reorganized DDi Corp. or its subsidiaries based upon the existing policies of Reorganized DDi Corp. and its subsidiaries then in effect, (G) public statements disparaging Reorganized DDi Corp. that are likely to cause material damage to Reorganized DDi Corp. and its subsidiaries, taken as a whole.

(ii) “Fair Market Value” shall mean: (A) if the New Common Stock is listed on any national securities exchange or quoted on the Nasdaq National Market or Nasdaq Small Cap Market, the weighted average of the closing sales price of the New Common Stock on such exchange or market on the five (5) trading days immediately preceding the date of grant; or (B) otherwise, the fair market value as determined by the Board of Reorganized DDi Corp., which determination shall be subject to approval by the Required Lenders; provided, that should the Required Lenders not approve the determination of Fair Market Value pursuant to this clause (B), any dispute with regard to such valuation determinations shall be resolved by a neutral valuation firm of national standing approved by the Required Lenders.

(iii) “Good Reason” means termination of employment by a Management Holder if (A) (x) such Management Holder’s annual base salary is materially reduced without Cause (unless there is a reduction in the base salary of substantially all comparably positioned employees or unless such Management Holder consents) or (y) the requirements of such person’s job materially and adversely are

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changed without Cause and without such Management Holder’s consent (including, without limitation, the relocation of the Management Holder’s place of employment to a location beyond 75 miles of his or her then current place of employment) and (B) such Management Holder terminates his position within 90 days of either (A)(x) or (A)(y) and states that the purpose for such termination is the events stated in (A)(x) or (A)(y).

(iv) “Change of Control” will be considered to have occurred if (A) any “person” or “group” is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of Reorganized DDi Corp. (for the purposes of this clause, such person shall be deemed to beneficially own any voting stock of a person held by any other person (the “parent entity”), if such person is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the voting stock of such parent entity) or such person or group has the power, directly or indirectly, to elect a majority of the members of the Board of Reorganized DDi Corp.; (B) the sale of all or substantially all the assets of Reorganized DDi Corp. to another person, or, the merger or consolidation of Reorganized DDi Corp. with or into another person or the merger of another person with or into Reorganized DDi Corp., or if the securities of Reorganized DDi Corp. that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of Reorganized DDi Corp. are changed into or exchanged for cash, securities, or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee; or (C) Reorganized DDi Corp. is dissolved or liquidated.

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Cancellation of Existing Securities and Agreements

On the Effective Date, except as otherwise specifically provided for in the Plan (including, without limitation, the DDi Capital Guarantee and Pledge), (a) all existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors, including, without limitation, the Existing DDi Corp. Common Stock, any existing warrants or vested or unvested options to purchase Equity Interests in DDi Corp., the Convertible Subordinated Note Indentures, and the Convertible Subordinated Notes, the Existing Senior Discount Note Indenture and the Senior Discount Notes will be cancelled, (b) the Pre-Restructuring Loan Documents, including but not limited to the DDi Capital Guarantee and Pledge will be modified, exchanged and restated as provided in the Restructuring Loan Documents, and (c) the obligations of, Claims against, and/or Equity Interests in the Debtors under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors, as the case may be, including, without limitation, the Existing DDi Corp. Common Stock, the Convertible Subordinated Note Indentures, the Convertible Subordinated Notes, the Existing Senior Discount Note Indenture and the Senior Discount Notes, will be released and discharged.

Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents

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On the Effective Date, the aggregate outstanding principal amount of indebtedness and the face amount of letters of credit under the Pre-Restructuring Loan Documents in the amount of $72,892,916.17 and any fees and interest accrued and unpaid thereon will be restructured, exchanged and repaid pursuant to the Restructuring Loan Documents and all the rights of the Senior Debt Parties under the Pre-Restructuring Loan Documents shall be modified, exchanged and restated as provided in the Restructuring Loan Documents. On the Effective Date, DDi Corp. shall execute and deliver (i) the New DDi Corp. Guarantee and Pledge Agreement and deliver 100% of the common stock of DDi Intermediate to the Administrative Agent as Collateral pursuant thereto, (ii) the Secured Lender Warrant Agreement and shall issue the Secured Lender Warrants to the Secured Lenders pursuant thereto, (iii) the New Common Stock Registration Rights Agreement and (iv) the Secured Lender Warrant Escrow Agreement. On the Effective Date, DDi Intermediate shall pledge 100% of the common stock of DDi Capital to the Administrative Agent as Collateral. The New DDi Corp. Guarantee and Pledge Agreement and the Secured Lender Warrant Agreement shall be in the form attached to the Plan Documentary Supplement as an Exhibit.

Treatment of the Senior Discount Note Holders

On the Effective Date, the aggregate outstanding principal amount of the Senior Discount Notes and the fees and interest accrued and unpaid thereon as of the Petition Date will be restructured and repaid pursuant to the New Senior Discount Note Indenture and all the rights of the Senior Discount Note Holders under the Existing Senior Discount Note Indenture shall be extinguished.

Funding of the Plan

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All Cash necessary for the Debtors to pay their obligations under the Plan shall be obtained by the Debtors from their domestic subsidiaries; provided, however, that: (a) this section III.F.9 shall not create or vest in any creditor, claimant or Holder any claim against such subsidiaries; (b) the Debtors shall have the exclusive right to collect the Cash from their subsidiaries; (c) this section III.F.9 shall not create, or be interpreted or construed to create, any liability of any such subsidiaries to any person or entity other than the Debtors; and (d) the Debtors’ rights under this section III.F.9 shall not be enforceable to the extent that they would cause a breach of the Restructuring Loan Documents or Budget and Funding Agreement. The parties to the Budget and Funding Agreement can, if necessary, agree to amend the final Budget as defined in the Budget and Funding Agreement to ensure that the Debtors have sufficient Cash to meet their obligations under this Plan.

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Revesting of Assets

Except as otherwise specifically provided in the Plan, on the Effective Date, all property of the Estates of the Debtors (including all rights of action held by such Estates, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in each of the Debtors whose Estates owned such property or interest in property immediately prior to the Effective Date, free and clear of all Claims, Liens, charges, encumbrances, rights and Equity Interests of Creditors and equity security Holders. As of the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, and dispose of property and settle and compromise Claims or Equity Interests without the supervision of, or any authorization from, the Bankruptcy Court or the United States Trustee, and free of any restriction of the Bankruptcy Code or

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Bankruptcy rules, other than those restrictions specifically provided for in the Plan or the Confirmation Order. As of the Effective Date, all property of the Reorganized Debtors shall be free and clear of all Claims, Liens, encumbrances, and other interests of creditors and Holders of Equity Interests, except as otherwise expressly provided herein.

CONFIRMATION AND EFFECTIVENESS OF THE PLAN

Condition Precedent to Confirmation

The conditions precedent to Confirmation of the Plan shall include, without limitation, the following:

(a) The Confirmation Order shall be in form and substance satisfactory to the Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders.

(b) The aggregate amount of (a) the Administrative Claims (exclusive of post-Petition Date trade payables incurred in the ordinary course of business); (b) the Allowed and Disputed Priority Claims as of the Claims Bar Date; and (c) the Allowed and Disputed Tax Claims as of the Claims Bar Date will not exceed [$3,000,000];

Conditions Precedent to Consummation

It shall be a condition to Consummation of the Plan that the followi`ng conditions shall have been satisfied or waived pursuant to the provisions contained herein:

(a) the Confirmation Order confirming the Plan, as the Plan may have been modified, shall have been entered and become a Final Order in form and substance

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satisfactory to the Reorganized Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders, and shall provide, inter alia, that:

(i) the Debtors, the Reorganized Debtors and DDi Europe are authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Plan;

(ii) the provisions of the Confirmation Order are non-severable and mutually dependent;

(iii) the Global Releases and the Plan Injunction are approved;

(iv) the Reorganized Debtors or DDi Europe, as the case many be, are authorized to issue the New Preferred Stock, the New Common Stock, New Warrants, the Management Options and New DDi Corp. Guarantee and Pledge Agreement; and

(v) the New Preferred Stock, New Common Stock, and New Warrants issued under the Plan in exchange for Claims against and Equity Interests in the Debtors are exempt from registration under the Securities Act pursuant to section 1145 of the Bankruptcy Code, except to the extent that Holders of the New Preferred Stock, New Common Stock and New Warrants are “underwriters,” as that term is defined in section 1145 of the Bankruptcy Code.

(b) the following agreements, in form and substance satisfactory to the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders shall have been tendered for delivery and all conditions precedent thereto shall have been satisfied:

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(i) the Amended and Restated DDi Corp. Certificate of Incorporation, the Amended and Restated DDi Corp. Bylaws and the Amended and Restated Articles of Association of DDi Europe;

(ii) the Secured Lender Warrant Agreement, the Senior Discount Warrant Agreement and all similar documents provided for therein or contemplated thereby;

(iii) Registration Rights Agreements; and

(iv) the New DDi Corp. Guarantee and Pledge Agreement.

(d) The execution of the New Senior Discount Note Indenture by the appropriate parties;

(e) all actions, documents and agreements contemplated by, or to be entered into pursuant to, the Plan, including, without limitation, each of the Plan Documents necessary for consummation of the Plan shall have been duly and validly executed and delivered by the parties thereto and all conditions of their effectiveness shall have been satisfied or waived; and

(f) the new Board for each of the Reorganized Debtors shall have been appointed.

Waiver of Conditions

The conditions set forth in sections 13.1 and 13.2 of the Plan may be waived with the consent of each of the Required Lenders, the Ad Hoc Committees and the Debtors, at

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any time, without notice, without leave or order of the Bankruptcy Court, and without any formal action other than proceeding to confirm and/or consummate the Plan.

Effect of Non-occurrence of Conditions to Consummation

If the consummation of the Plan does not occur, the Plan shall be null and void in all respects and nothing contained in the Plan or the Disclosure Statement shall: (a) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the Debtors; (b) prejudice in any manner the rights of the Debtors or (c) constitute an admission, acknowledgment, offer or undertaking by the Debtors in any respect.

EFFECT OF PLAN CONFIRMATION

Subordination

The classification and manner of satisfying all Claims and Equity Interests and the respective distributions and treatments under the Plan take into account and/or conform to the relative priority and rights of the Claims and Equity Interests in each Class in connection with any contractual, legal and equitable subordination rights relating thereto whether arising under general principles of equitable subordination, section 510(b) of the Bankruptcy Code or otherwise, and any and all such rights are settled, compromised and released pursuant to the Plan. The Confirmation Order shall permanently enjoin, effective as of the Effective Date, all Persons and Entities from enforcing or attempting to enforce any such contractual, legal and equitable subordination rights satisfied, compromised and settled in this manner.

Good Faith Finding

Confirmation of the Plan shall constitute a finding that (a) the Plan has been proposed in good faith and in compliance with all applicable provisions of the

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Bankruptcy Code and (b) the solicitation of acceptances of rejections of the Plan by all Persons (except as set forth below) and the offer, issuance, sale, or purchase of a security offered or sold under the Plan has been in good faith and in compliance with all applicable provisions of the Bankruptcy Code. Nevertheless, this provision will have no effect on liability for any act or omission of the Debtors, the non-debtor affiliates, each of the officers, directors and advisors of the Debtors and the non-debtor affiliates to the extent that such act or omission is ultra vires or constitutes actual fraud.

Exculpation

Except as otherwise specifically provided in the Plan, the Debtors, the non-debtor affiliates, each of the officers, directors, advisors and attorneys of the Debtors and the non-debtor affiliates acting in such capacity and each and all of the Released Parties shall neither have nor incur any liability to any Person for any and all Claims and Causes of Action arising from or related to in any way, the Released Claims. Notwithstanding any other provision of this Plan, no Holder, or other party in interest, none of their respective members, officers, directors, agents, employees, representatives, financial advisors, attorneys, partners, representatives or affiliates, and no successors or assigns of the foregoing, shall have any Claims or Causes of Action against the Debtors, the Reorganized Debtors, the non-debtor affiliates, each of the officers, directors, advisors and attorneys of the Debtors and the non-debtor affiliates acting in such capacity or any of the Released Parties, for any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases, the Restructuring, the pursuit of confirmation of the Plan, the consummation of the Plan, the consummation of the Restructuring, the administration of the Plan or the property to be distributed under the Plan.

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Debtor’s Releases and Injunction.

(a) Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries acting in such capacity, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

(b) Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries acting in such capacity, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

(i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind in respect of a Released Claim against any and all Released Parties or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or means whether directly or indirectly any judgment, award, decree or order in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or

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indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any Lien in respect of a Released Claim against any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

(iv) asserting any set-off, right of subrogation or recoupment of any kind in respect of a Released Claim, directly or indirectly against any obligation due to any and all Released Parties or their respective assets or property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors; and

(v) prosecuting or attempting to prosecute any and all Claims and Causes of Action arising from or related in any way to the Released Claims which they have or may have against any and all of the Released Parties.

Other Releases and Injunction.

(a) Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries acting in such capacity, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released

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Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

(b) Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries acting in such capacity, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

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indirect successors or transferees in interest, or any assets or property of such transferees or successors;

Preservation of Rights of Action

Except as otherwise provided herein or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all claims, rights or causes of action, suits, and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person or entity without the approval of the Bankruptcy Court. The Reorganized Debtors or their successor(s) may pursue such retained claims, rights or causes of action, suits, or proceedings as appropriate, in accordance with the best interests of the Reorganized Debtors or their successor(s) who hold such rights.

Discharge of Claims and Termination of Equity Interests

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Except as otherwise specifically provided in the Plan or in the Confirmation Order, pursuant to section 1141(d) of the Bankruptcy Code, the distributions and rights that are provided in the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of all Claims, whether known or unknown, against liabilities of, Liens on, obligations of, rights against and Equity Interests in the Debtors, or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims, rights and Equity Interests, including but not limited to, Claims and Equity Interests that arose before the Effective Date, including all debts of the kind specified in sections 502(g), 502(h) and 502(i) of the Bankruptcy Code, in each case whether or not (a) a proof of claim or interest based upon such Claim, debt or Equity Interest is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a Claim of Equity Interest based upon such Claim, debt, right or Equity Interest is allowed under section 502 of the Bankruptcy Code, or (c) the Holder of such a Claim, right, or Equity Interest accepted the Plan. The Confirmation Order shall constitute a determination of the discharge of all of the Claims against and Equity Interests in the Debtors, subject to the occurrence of the Effective Date.

SUMMARY OF OTHER PROVISIONS OF THE PLAN

Exemption from Certain Transfer Taxes

Pursuant to section 1146(c) of the Bankruptcy Code, any transfers of property pursuant to the Plan shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment in the United States, and the Confirmation Order shall direct the appropriate state or local

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governmental officials or agents to forgo the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

Effectuating Documents, Further Transactions and Corporation Action

Each of the Debtors and the Reorganized Debtors are authorized to execute, deliver, file or record such contracts, instruments, releases and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement and further evidence the terms and conditions of the Plan and the notes and securities issued pursuant to the Plan.

Prior to, on or after the Effective Date (as appropriate), all matters provided for under the Plan that would otherwise require approval of the shareholders or directors of the Debtors or the Reorganized Debtors shall be deemed to have occurred and shall be in effect prior to, on or after the Effective Date (as appropriate) pursuant to the applicable general corporation law of the State of Delaware or California without any requirement of further action by the shareholders or directors of the Debtors or the Reorganized Debtors.

Retention of Jurisdiction

Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Cases and any of the proceedings arising from, or relating to, the Cases pursuant to section 1142 of the Bankruptcy Code and 28 U.S.C. § 1334 to the fullest extent permitted by the Bankruptcy Code and other applicable law, including, without limitation, such jurisdiction as is

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necessary to ensure that the purpose and intent of the Plan are carried out; provided, however, the Bankruptcy Court shall not have nor retain jurisdiction over any of the Restructuring Loan Documents (except the Restructuring Loan Documents being filed as Plan Documents). Without limiting the generality of the foregoing the Bankruptcy Court shall retain jurisdiction for the following purposes:

(a) to hear and determine any and all objections to the allowance, or requests for estimation, of Claims or the establishment of reserves pending the resolution of Disputed Claims;

(b) to consider an act on the compromise and settlement of any Claim against, or cause of action on behalf of, any Debtor or any Estate;

(c) to enter such orders as may be necessary or appropriate in connection with the recovery of the Debtors’ assets wherever located;

(d) to hear and determine any and all applications for allowance of compensation and reimbursement of expenses;

(e) to hear and determine any and all controversies, suits and disputes arising under or in connection with the interpretation, implementation or enforcement of the Plan and any of the documents intended to implement the provisions of the Plan or any other matters to be resolved by the Bankruptcy Court under the terms of the Plan;

(f) to hear and determine any motions or contested matters involving Taxes, tax refunds, tax attributes and tax benefits and similar and related matters with respect to any Debtor arising prior to the Effective Date or relating to the administration of the Cases, including, without limitation, matters involving federal, state and local Taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

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(g) to hear and determine any and all applications, adversary proceedings and contested matters pending on the Effective Date or that may be commenced thereafter as provided in the Plan;

(h) to effectuate distributions under and performance of the provisions of the Plan;

(i) to hear and determine any applications to modify any provision of the Plan to the full extent permitted by the Bankruptcy Code;

(j) to correct any defect, cure any omission or reconcile any inconsistency in the Plan, the exhibits to the Plan and annexes thereto, including any of the Plan Documents, or any order of the Bankruptcy Court, including the Confirmation Order, as may be necessary to carry out the purposes and intent of the Plan;

(k) to determine such other matters as may be provided for in the Confirmation Order or as may from time to time be authorized under the provisions of the Bankruptcy Code or any other applicable law;

(l) to enforce all order, judgments, injunctions and exculpations issued or entered in connection with the Cases or the Plan;

(m) to enter such orders as may be necessary or appropriate in aid of confirmation and to facilitate implementation of the Plan, including, without limitation, any orders as may be appropriate in the event that the Confirmation Order is for any reason stayed, revoked, modified or vacated;

(n) to determine any other matter not inconsistent with the Bankruptcy Code; and

(o) to issue a final decree closing the Chapter 11 Cases.

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Revocation, Withdrawal or Non-consummation

The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date and to file subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if Confirmation or Consummation does not occur, then (a) the Plan shall be null and void in all respects, (b) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Equity Interest or Class of Claims or Equity Interests), and any document or agreement executed pursuant to the Plan, shall be deemed null and void, (c) the obligations of the Consenting Lenders under the RSA shall terminate and be of no further force and effect, (d) the obligations of the Consenting Subordinated Note Holders under the PSA and the Consenting Senior Discount Note Holders under the SDNPSA shall terminate and be of no further force and effect, and (e) nothing contained in the Plan shall (i) constitute a waiver or release of any Claims by or against, or any Equity Interests in, the Debtors or any other Person, (ii) prejudice in any manner the rights of the Debtors or any other Person, or (iii) constitute an admission of any sort by the Debtors or any other Person.

Section 1145 Exemption

Pursuant to section 1145(a) of the Bankruptcy Code, the offer, issuance, transfer or exchange of any security under the Plan, or the making or delivery of an offering memorandum or other instrument of offer or transfer under this Plan, shall be exempt from section 5 of the Securities Act or any similar state or local law requiring the registration for offer or sale of a security or registration or licensing of an issuer or a security.

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Amendment or Modification of Plan

Subject to the limitations contained in the Plan, the PSA, the RSA and the SDNPSA, (a) the Debtors reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend or modify the Plan, with the prior written consent of the Co-Sponsors and the Required Lenders, prior to the entry of the Confirmation Order and (b) after the entry of the Confirmation Order, the Debtors or the Reorganized Debtors, as the case may, upon order of the Bankruptcy Court, may amend or modify the Plan, in accordance with section 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency in the Plan, with the consent of the Co-Sponsors and the Required Lenders, in such manner as may be necessary to carry out the purpose and intent of the Plan.

Dissolution of Creditors Committee

Upon the entry of an order or final decree concluding the Chapter 11 Cases, any official committee of creditors appointed pursuant to order of the Bankruptcy Court shall dissolve and members shall be released and discharged from all rights and duties arising from, or related to, the Chapter 11 Cases.

Payment of Statutory Fees

All quarterly fees due and payable to the Office of the United States Trustee pursuant to section 1930(a)(6) of Title 28 of the United States Code shall be paid in full on or before the Effective Date, or, to the extent such quarterly fees are disputed, an adequate reserve shall have been established and set aside for payment in full thereof, as required by section 1129(a)(12) of the Bankruptcy Code. Each Reorganized Debtor shall remain responsible for timely payment of its respective quarterly fees due and payable

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after the Effective Date and until such Reorganized Debtor’s Case is closed, to the extent required by section 1930(a)(6) of Title 28 of the United States Code.

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IV.

VOTING AND CONFIRMATION PROCEDURE

The following is a brief summary regarding the acceptance and confirmation of the Plan. Holders of Claims and Equity Interests are encouraged to review the relevant provisions of the Bankruptcy Code and/or to consult their own attorneys. Additional information regarding voting procedures is set forth in the Notice accompanying this Disclosure Statement.

VOTING INSTRUCTIONS

This Disclosure Statement, accompanied by a Ballot to be used for voting on the Plan, is being distributed to Holders of Claims and Equity Interests in Classes 5, 6a, 6b and 7. Only Holders in these Classes are entitled to vote to accept or reject the Plan and may do so by completing the Ballot and returning it in the envelope provided. Beneficial owners who receive a return envelope addressed to their Master Ballot Agent should allow enough time for their vote to be received by the Master Ballot Agent and processed on a Master Ballot. In light of the benefits of the Plan for each Class of Claims and Equity Interests, the Debtors recommend that Holders of Claims and Equity Interests in each of the Impaired Classes vote to accept the Plan and return the Ballot.

BALLOTS AND MASTER BALLOTS CAST BY HOLDERS IN CLASSES 5, 6a, 6b AND 7 MUST BE RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE.

*THE*	*SOLICITATION*	*AGENT*	*IS:*

BMC

1330 East Franklin Avenue

El Segundo, CA 90245

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Attn.: DDi Solicitation Agent

IF YOU HAVE ANY QUESTIONS ON VOTING PROCEDURES, PLEASE CALL THE SOLICITATION AGENT AT (888) 909-9100.

BALLOTS ARE ACCOMPANIED BY RETURN ENVELOPES WHENEVER POSSIBLE. IF YOUR RETURN ENVELOPE IS ADDRESSED TO YOUR NOMINEE (I.E., AN INTERMEDIARY), PLEASE ALLOW ADDITIONAL TIME FOR YOUR VOTE TO BE PROCESSED BY THE NOMINEE AND VOTED ON A MASTER BALLOT. IF YOU HAVE A QUESTION CONCERNING THE VOTING PROCEDURE, CONTACT THE APPLICABLE INTERMEDIARY OR THE SOLICITATION AGENT. ANY BALLOT, OR MASTER BALLOT VOTED BY YOUR NOMINEE ON YOUR BEHALF, RECEIVED AFTER THE VOTING DEADLINE MAY NOT BE COUNTED.

ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM OR INTEREST OR ANY COMBINATION OF BALLOTS REPRESENTING CLAIMS OR INTERESTS IN THE SAME CLASS OR SUBCLASS HELD BY THE SAME BENEFICIAL HOLDER BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN OR WHICH INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN SHALL BE DEEMED AN ACCEPTANCE OF THE PLAN.

For all Holders:

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By signing and returning a Ballot, each Holder of a Class 5, 6a, 6b Claim or Class 7 Equity Interest will also be certifying to the Bankruptcy Court and the Debtors that, among other things,

•

such Holder has received and reviewed a copy of the Disclosure Statement and related Ballot and/or Master Ballot and acknowledges that the solicitation is being made pursuant to the terms and conditions set forth therein including the Releases and Injunction provisions;

•

such Holder has cast the same vote on every Ballot completed by such Holder with respect to Holdings of such Class of Claims or Equity Interests;

•

no other Ballots with respect to such Class of Claims or Equity Interests have been cast or, if any other Ballots have been cast with respect to such Class of Claims or Equity Interests, such earlier Ballots are thereby revoked;

•

the Debtors have made available to such Holder or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such Holder; and

•

except for information provided by the Debtors in writing, and by its own agents, such Holder has not relied on any statements made or other information received from any person with respect to the Plan.

By signing and returning a Ballot, each Holder of a Class 5, 6a or 6b Claim or Class 7 Equity Interest also acknowledges that the securities being distributed pursuant to the Plan are not being distributed pursuant to a registration statement filed with the Securities and Exchange Commission or with any securities authority outside of the United States and represents that any such securities will be acquired for its own account

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and not with a view to any distribution of such securities in violation of the Securities Act. It is expected that when issued pursuant to the Plan, such securities will be exempt from the registration requirements of the Securities Act by virtue of section 1145 of the Bankruptcy Code and may be resold by the Holders thereof subject to the provisions of section 1145 of the Bankruptcy Code.

VOTING TABULATION

In tabulating votes, the Solicitation Agent shall use the following hierarchy to determine the Claim amount associated with a creditor’s vote: (1) the Claim amount established by Bankruptcy Court order; (2) the Claim amount contained on an unobjected to Proof of Claim, which has been timely filed with the court (or otherwise deemed timely filed with the court under applicable law); (3) the Claim amount contained on an unobjected to Ballot; (4) the Claim amount listed in the Debtors’ Schedules, provided, however, that any such claim is not scheduled as contingent, disputed or unliquidated; and (5) in the absence of any of the foregoing, zero. The Claim amount established through this process controls for voting purposes only and does not constitute the Allowed amount of any Claim. Further, the designation of a Claim as disputed, contingent or unliquidated on the Debtors’ Schedules will not, in and of itself, be used to disqualify any vote.

To ensure that its vote is counted, each Holder of a Claim or Equity Interest must (a) complete a Ballot, (b) indicate the Holder’s decision either to accept or reject the Plan in the boxes provided in the Ballot and (c) sign and return the Ballot to the address set forth in the Ballot or on the enclosed prepaid envelope (if included). The Ballot may also

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contain other boxes which the Holder may check to indicate its agreement, or disagreement, or choice as to certain allocations the Holder may make under the Plan.

The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan, to determine the alleged amount of a beneficial Holder’s Claim or Equity Interest and, if applicable, to make elections pursuant to the Plan. Accordingly, at the time the Ballot is transmitted, Holders of Senior Discount Notes, Convertible Subordinated Notes and Existing DDi Corp. Common Stock should not surrender certificates or instruments representing or evidencing their Claims or Equity Interests. Neither the Debtors nor the Solicitation Agent will accept delivery of such certificates or instruments surrendered together with a Ballot. The remittance of certificates, instruments or other documents representing or evidencing their Claims for exchange pursuant to the Plan may only be made by a Holder and will not be accepted unless certificates or instruments representing Claims or Equity Interests (in proper form for transfer) are delivered together with a letter of transmittal that will be furnished as provided under the Plan or as notified following confirmation of the Plan by the Bankruptcy Court.

The Ballot does not constitute, and shall not be deemed to be, a Proof of Claim or Equity Interest or an assertion or admission of a Claim or Equity Interest. If a creditor casts a Ballot and (a) the Creditor has not timely filed a proof of Claim (or has otherwise had such a proof of Claim deemed timely filed by the Bankruptcy Court under applicable law) and is listed on the Debtors’ Schedules as holding a Claim that is contingent, unliquidated or disputed or (b) the Creditor has filed a proof of Claim and such Claim is the subject of an objection filed before the commencement of the Confirmation Hearing,

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such Creditor’s Ballot shall not be counted in accordance with Fed. R. Bankr. P. 3018, unless temporarily allowed by the Bankruptcy Court for voting purposes, pursuant to Fed. R. Bankr. P. 3018(a), after notice and a hearing prior to the Voting Deadline. If any creditor seeks to challenge the disallowance of its Claim for voting purposes in accordance with the Tabulation Rules, the Debtors propose that such Claimant be required to file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing such Claim in a different amount or classification for purposes of voting to accept or reject the Plan (a “Rule 3018 Motion”) and serve such motion on parties in interest so that it is received no more than ten days after the later of (a) the date of service of the Solicitation Packages or (b) the date of service of a notice of an objection, if any, to the underlying Claim. In accordance with Bankruptcy Rule 3018, the Debtors further propose that any Ballot submitted by a creditor that files a Rule 3018 Motion will be counted solely in accordance with the Debtors’ proposed Tabulation Rules and the other applicable provisions contained herein unless and until the underlying Claim is temporarily allowed by the Court for voting purposes in a different amount, after notice and a hearing.

Ballots cast by Creditors whose Claims are not listed on the Debtors’ Schedules, but who timely file Proofs of Claim in unliquidated or unknown amounts that are not the subject of an objection filed before the commencement of the Confirmation Hearing, will be counted for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code, but will not be counted toward satisfying the aggregate dollar amount provisions of that section. If the Debtors file an objection to a Proof of Claim after the Voting Deadline, such Claim shall not be counted for voting purposes, unless temporarily

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allowed by the Bankruptcy Court for voting purposes pursuant to Fed. R. Bankr. P. 3018(a) after notice and a hearing.

If a Holder holds Claims for which a proof of Claim has been timely filed but not yet reconciled by the Debtors, if such Claim is (i) marked as contingent, unliquidated or undisputed on its face; (ii) listed as contingent, unliquidated or undisputed in the Schedules, either in whole or part; or (iii) is not listed in the Schedules, such Claim will be disallowed for voting purposes.

Any Ballot representing Claims or Equity Interests in the same class or subclass held by the same beneficial holder but which does not indicate an acceptance or rejection of the Plan or which indicates both an acceptance and a rejection of the Plan shall be deemed an acceptance of the Plan.

If a Holder holds Claims or Equity Interests in more than one Class under the Plan, the Holder may receive more than one Ballot coded for each Class of Claims or Equity Interests held by such Holder.

Except to the extent the Debtors so determine or as permitted by the Bankruptcy Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the Debtors’ request for confirmation of the Plan. The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each Holder of a Claim or Equity Interest. Except as otherwise provided herein, such delivery will be deemed made only when the original executed Ballot is actually received by the Solicitation Agent. In all cases, sufficient time should be allowed to assure timely delivery. Delivery of a Ballot by facsimile, e-mail or any other electronic means will not be accepted. No Ballot should be sent to any of the

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Debtors, the 5¹/4% Trustee, the 6¹/4% Trustee, the Senior Discount Trustee or Debtors’ financial or legal advisors. The Debtors expressly reserve the right to amend, at any time and from time to time, the terms of the Plan (subject to compliance with the requirements of section 1127 of the Bankruptcy Code). If the Debtors make a material change in the terms of the Plan or if they waive a material condition, the Debtors will disseminate additional solicitation materials and will extend the solicitation, in each case to the extent required by law.

If multiple Ballots are received from an individual Holder of Claims or Equity Interests with respect to the same Claims or Equity Interests prior to the Voting Deadline, the last Ballot timely received will supersede and revoke any earlier received Ballot. Creditors must vote all of their Allowed Claims within a particular Class either to accept or reject the Plan and may not split their vote. Accordingly, a Ballot that primarily rejects and partially accepts the Plan will not be counted.

If a Ballot is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, such persons should indicate such capacity when signing and, unless otherwise determined by the Debtors, must submit evidence satisfactory to the Debtors to so act on behalf of a beneficial interest Holder.

In the event a designation is requested under section 1126(e) of the Bankruptcy Code, any vote to accept or reject the Plan cast with respect to such Claim or Equity Interest will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Bankruptcy Court orders otherwise.

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Any Holder of Impaired Claims or Equity Interests who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

Subject to any contrary order of the Bankruptcy Court, the Debtors reserve the absolute right to reject any and all Ballots not proper in form, the acceptance of which would, in the opinion of the Debtors or their counsel, not be in accordance with the provisions of the Bankruptcy Code. Subject to contrary order of the Bankruptcy Court, the Debtors further reserve the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot unless otherwise directed by the Bankruptcy Court. The Debtors’ interpretation of the terms and conditions of the Plan (including the Ballot and the Voting Instructions), unless otherwise directed by the Bankruptcy Court, shall be final and binding on all parties. Unless waived or as ordered by the Bankruptcy Court, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other person or entity will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Bankruptcy Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not theretofore been cured or waived) will not be counted.

VOTING PROCEDURES

The Record Date for determining which creditors are entitled to receive a Solicitation Package and to vote on the Plan is September 30, 2003. The 5¼% Trustee,

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the 6¼% Trustee and the Senior Discount Trustee may submit a master ballot under their respective indentures. Holders must submit their own Ballots.

Beneficial Holders

Any Beneficial Holder of Convertible Subordinated Notes, Senior Discount Notes and Existing DDi Corp. Common Stock holding as a record Holder in its own name should vote on the Plan by completing and signing the enclosed Ballot and returning it directly to the Solicitation Agent at the address set forth above, on or before the Voting Deadline. To ensure sufficient time to summarize the votes of their respective Beneficial Owners, the deadline for returning the Ballot to the Master Ballot Agent will be five (5) days before the Voting Deadline. Any Beneficial Holder of Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock who holds in “street name” through a Master Ballot Agent should vote on the Plan either (a) if the Master Ballot Agent has provided a prevalidated Ballot, by completing and signing the prevalidated Ballot and returning it directly to the Solicitation Agent or (b) by promptly completing and signing the Ballot and returning it to the Master Ballot Agent in sufficient time to allow the Master Ballot Agent to process the Ballot and return a Master Ballot to the Solicitation Agent by the Voting Deadline. Any Ballot delivered to a Master Ballot Agent by a Beneficial Holder will not be counted for purposes of accepting or rejecting the Plan until such Master Ballot Agent properly completes and delivers to the Solicitation Agent a Master Ballot that reflects the vote of the Beneficial Holder.

If a Beneficial Holder holds the Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock through more than one Master Ballot Agent, that Beneficial Holder may receive more than one Ballot. Each such Beneficial Holder

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should execute a separate Ballot for each block of Convertible Notes, Senior Discount Notes or Existing DDi Corp. Common Stock that it holds through any one Master Ballot Agent and return the Ballot to the applicable Master Ballot Agent holding that block of the Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock in record name. A Beneficial Holder holding that block of the Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock through a Master Ballot Agent and another portion in its own name as the record Holder should follow the procedures described in the second sentence of the preceding paragraph to vote the portion held by the Master Ballot Agent or Master Ballot Agents.

Master Ballot Agents

Because of the complexity and difficulty associated with reaching beneficial owners of publicly traded securities, many of which hold their securities in brokerage accounts and through several layers of ownership, the Debtors are distributing a Ballot (a) to each record Holder of the Convertible Subordinated Notes and the Senior Discount Notes held in registered form and Existing DDi Corp. Common Stock as of the Record Date (as discussed in section IV.C.1 above) and (b) an appropriate number of copies to each bank or brokerage firm (or the agent or other Master Ballot Agent therefor) identified by the respective indenture trustee as an entity through which beneficial owners hold the Convertible Subordinated Notes, Senior Discount Notes and Existing DDi Corp. Common Stock. Each Master Ballot Agent will be requested to immediately distribute a copy of this Disclosure Statement and accompanying materials including the Ballots to all Beneficial Holders for which it holds the Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock. Each Master Ballot Agent must

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summarize the individual votes of its respective individual Beneficial Holders from their individual Beneficial Holders Ballots on a Master Ballot and shall return such Master Ballot to the Solicitation Agent. These procedures will enable the Debtors to transmit materials to the Holders of its publicly traded securities and affords Beneficial Holders of the Convertible Subordinated Notes, Senior Discount Notes and Existing DDi Corp. Common Stock a fair and reasonable opportunity to vote. In order for votes to be counted, all Ballots and Master Ballots received from the Debtors must be returned to the Solicitation Agent by the Voting Deadline as indicated on the Ballots.

A Master Ballot Agent may also pre-validate a Ballot for Holders of Convertible Subordinated Notes, Senior Discount Notes and Existing DDi Corp. Common Stock by completing all the information to be entered on the Ballot (the “Pre-Validated Ballot”) and forwarding the Pre-Validated Ballot to the Beneficial Holder for voting. The Ballot may then be delivered directly to the Solicitation Agent in the return envelope provided with the Ballot.

If a Beneficial Holder holds a portion of its Convertible Subordinated Notes, Senior Discount Notes or Existing DDi Corp. Common Stock through a Master Ballot Agent and another portion in its own name as the record Holder, such Beneficial Holder should follow the procedures described in section IV.C.1 above to vote the portion held in its own name and the procedures described in section IV.C.2 above to vote the portion held by the Master Ballot Agent or Master Ballot Agents.

THE CONFIRMATION HEARING

Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of the Plan (the “Confirmation Hearing”).

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Section 1128(b) of the Bankruptcy Code provides that any party-in-interest may object to confirmation of the Plan.

The Bankruptcy Court has scheduled the Confirmation Hearing for , 2003, at [insert time], before the Honorable Stuart M. Bernstein, Chief United States Bankruptcy Judge, in the United States Bankruptcy Court for the United States Bankruptcy Court for the Southern District of New York. The Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court without further notice except for an announcement of the adjourned date made at the Confirmation Hearing or any adjournment thereof.

Objections to confirmation of the Plan must be filed and served on or before , 2003 in accordance with the Notice accompanying this Disclosure Statement. UNLESS OBJECTIONS TO CONFIRMATION ARE TIMELY SERVED AND FILED IN COMPLIANCE WITH THE APPROVAL ORDER, THEY WILL NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

STATUTORY REQUIREMENTS FOR CONFIRMATION OF THE PLAN

At the Confirmation Hearing, the Bankruptcy Court shall determine whether the requirements of section 1129 of the Bankruptcy Court have been satisfied. If so, the Bankruptcy Court shall enter the Confirmation Order. The Debtors believe that the Plan satisfies or will satisfy the applicable requirements, as follows:

•

The Plan complies with the applicable provisions of the Bankruptcy Code.

•

The Debtors, as Plan proponent, will have complied with the applicable provisions of the Bankruptcy Code.

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•

The Plan has been proposed in good faith and not by any means forbidden by law.

•

Any payment made or promised under the Plan for services or for costs and expenses in, or in connection with, this Bankruptcy Case, or in connection with the Plan and incident to the case, has been disclosed to the Bankruptcy Court, and any such payment made before the confirmation of the Plan is reasonable, or if such payment is to be fixed after the confirmation of the Plan, such payment is subject to the approval of the Bankruptcy Court as reasonable.

•

With respect to each Class of Impaired Claims or Equity Interests, either each Holder of a Claim or Equity Interest of such Class has accepted the Plan, or will receive or retain under the Plan on account of such Claim or Equity Interest, property of a value, as of the Effective Date of the Plan, that is not less than the amount that such Holder would receive or retain if the Debtors were liquidated on such date under Chapter 7 of the Bankruptcy Code.

•

Each Class of Claims or Equity Interests that is entitled to vote on the Plan has either accepted the Plan or is not impaired under the Plan, or the Plan can be confirmed without the approval of each voting Class pursuant to section 1129(b) of the Bankruptcy Code.

•

Except to the extent that the Holder of a particular Claim will agree to a different treatment of such Claim, the Plan provides that Allowed Administrative, Allowed Priority Tax Claims and Allowed Other Priority

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Claims will be paid in full on the Effective Date, or as soon thereafter as practicable.

•

At least one Class of Impaired Claims or Equity Interests will accept the Plan, determined without including any acceptance of the Plan by any insider holding a Claim of such Class.

•

Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors under the Plan, unless such liquidation or reorganization is proposed in the Plan.

•

All fees of the type described in 28 U.S.C. § 1930, including the fees of the United States Trustee, will be paid as of the Effective Date.

The Debtors believe that (a) the Plan satisfies or will satisfy all of the statutory requirements of Chapter 11 of the Bankruptcy Code, (b) it has complied or will have complied with all of the requirements of Chapter 11 and (c) the Plan has been proposed in good faith.

Best Interests of Creditors Test/Liquidation Analysis

Before the Plan may be confirmed, the Bankruptcy Court must find (with certain exceptions) that the Plan provides, with respect to each Class, that each Holder of a Claim or Equity Interest in such Class either (a) has accepted the Plan or (b) will receive or retain under the Plan property of a value, as of the Effective Date, that is not less than the amount that such person would receive or retain if the Debtors liquidated under chapter 7 of the Bankruptcy Code.

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In chapter 7 liquidation cases, unsecured creditors and interest Holders of a debtor are paid from available assets generally in the following order, with no lower Class receiving any payments until all amounts due to senior Classes have been paid fully or payment provided for:

•

secured creditors (to the extent of the value of their collateral);

•

priority creditors;

•

unsecured creditors;

•

debt expressly subordinated by its terms or by order of the Bankruptcy Court; and

•

Equity Interest Holders.

As described in more detail in the Liquidation Analysis set forth on Exhibit B attached hereto, the Debtors believe that the value of any distributions in a chapter 7 case would be less than the value of distributions under the Plan because, among other reasons, such distributions in a chapter 7 case may not occur for a longer period of time thereby reducing the present value of such distributions. In this regard, it is possible that distribution of the proceeds of a liquidation could be delayed for a period in order for a chapter 7 trustee and its professionals to become knowledgeable about the Bankruptcy Case and the Claims against the Debtors. In addition, proceeds received in a chapter 7 liquidation are likely to be significantly discounted due to the distressed nature of the sale, and the fees and expenses of a chapter 7 trustee would likely exceed those of the estate representative (thereby further reducing Cash available for distribution).

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Financial Feasibility

The Bankruptcy Code requires the Bankruptcy Court to find, as a condition to confirmation, that confirmation is not likely to be followed by the liquidation of the Debtors or the need for further financial reorganization, unless such liquidation is contemplated by the Plan. For purposes of showing that this Plan meets this feasibility standard, the Debtors and Houlihan have analyzed the ability of the Reorganized Debtors to meet their obligations under the Plan and to retain sufficient liquidity and capital resources to conduct their businesses.

The Debtors believe that with a significantly deleveraged capital structure, their businesses will be able to return to viability. The decrease in the amount of debt on the Debtors’ balance sheet will substantially reduce the Debtors’ interest expense, improving their cash flow. Based on the terms of the Plan, at emergence, the Reorganized Debtors will have approximately $125,000,000 of debt in contrast to more than approximately $330,000,000 of debt and accrued interest prior to the restructuring.

To support their belief in the feasibility of the Plan, the Debtors, with the assistance of Houlihan, have prepared the Projections set forth in Exhibit C to the Disclosure Statement.

The Projections indicate that the Reorganized Debtors should have sufficient cash flow to pay and service their debt obligations, and to fund their operations. Accordingly, the Debtors believe that the Plan complies with the financial feasibility standard of section 1129(a)(11) of the Bankruptcy Code.

Acceptance by Impaired Classes

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The Bankruptcy Code requires, as a condition to confirmation, that each Class of Claims or Equity Interests that is impaired under the Plan accept the Plan, with the exception described in the following section. A Class that is not “impaired” under a plan of reorganization is deemed to have accepted the plan and, therefore, solicitation of acceptances with respect to such Class is not required. A Class is “impaired” unless the plan (a) leaves unaltered the legal, equitable and contractual rights to which the Claim or Equity Interest entitles the Holder of such Claim or Equity Interest; (b) cures any default and reinstates the original terms of the obligation; or (c) provides that on the consummation date, the Holder of the Claim or Equity Interest receives Cash equal to the allowed amount of such Claim or, with respect to any interest, any fixed liquidation preference to which the interest Holder is entitled or any fixed price at which the debtor may redeem the security.

Confirmation Without Acceptance by All Impaired Classes

Section 1129(b) of the Bankruptcy Code allows a Bankruptcy Court to confirm a plan, even if such plan has not been accepted by all Impaired Classes entitled to vote on such plan, provided that such plan has been accepted by at least one Impaired Class.

Section 1129(b) of the Bankruptcy Code states that notwithstanding the failure of an Impaired Class to accept a plan of reorganization, the plan shall be confirmed, on request of the proponent of the plan, in a procedure commonly known as “cram-down,” so long as the plan does not “discriminate unfairly,” and is “fair and equitable” with respect to each Class of Claims or Equity Interests that is impaired under, and has not accepted, the plan.

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In general, a plan does not discriminate unfairly if it provides a treatment to the class that is substantially equivalent to the treatment that is provided to other classes that have equal rank. In determining whether a plan discriminates unfairly, courts will take into account a number of factors, including the effect of applicable subordination agreements between parties. Accordingly, two classes of unsecured creditors could be treated differently without unfairly discriminating against either class.

The condition that a plan be “fair and equitable” with respect to a non-accepting Class of secured claims includes the requirements that (a) the Holders of such secured claims retain the liens securing such Claims to the extent of the allowed amount of the Claims, whether the property subject to the liens is retained by the Debtors or transferred to another entity under the plan and (b) each Holder of a secured claim in the Class receives deferred Cash payments totaling at least the allowed amount of such Claim with a present value, as of the effective date of the plan, at least equivalent to the value of the secured claimant’s interest in the debtor’s property subject to the liens.

The condition that a plan be “fair and equitable” with respect to a non-accepting Class of unsecured claims includes the following requirement that either: (a) the plan provides that each Holder of a Claim of such Class receive or retain on account of such Claim property of a value, as of the effective date of the plan, equal to the allowed amount of such Claim; or (b) the Holder of any Claim or Equity Interest that is junior to the Claims of such Class will not receive or retain under the plan on account of such junior Claim or Equity Interest any property.

The condition that a plan be “fair and equitable” with respect to a non-accepting Class of Equity Interests includes the requirements that either: (a) the plan provide that

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each Holder of an Equity Interest in such Class receive or retain under the plan, on account of such Equity Interest, property of a value, as of the effective date of the plan, equal to the greater of (i) the allowed amount of any fixed liquidation preference to which such Holder is entitled, (ii) any fixed redemption price to which such Holder is entitled or (iii) the value of such interest; or (b) if the Class does not receive such an amount as required under (a), no Class of Equity Interests junior to the non-accepting Class may receive a distribution under the plan.

The Plan provides that if an Impaired Class rejects the Plan, the Debtors reserve the right to seek to confirm the Plan utilizing the “cram down” provisions of section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors will request confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke or withdraw the Plan or any Plan Exhibit or Schedule, including to amend or modify it to satisfy the requirements of section 1129(b) of the Bankruptcy Code, if necessary.

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RISK FACTORS

ALL IMPAIRED HOLDERS SHOULD READ AND CAREFULLY CONSIDER THE FACTORS SET FORTH BELOW, AS WELL AS THE OTHER INFORMATION SET FORTH OR OTHERWISE REFERENCED IN THIS DISCLOSURE STATEMENT, PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN.

CERTAIN BANKRUPTCY CONSIDERATIONS

Parties in interest may object to the Debtors’ classification of Claims. Section 1122 of the Bankruptcy Code provides that a plan of reorganization may place a class or an interest in a particular class only if such claim or interest is substantially similar to the other claims or interests in such class. The Debtors believe that the classification of claims and interests under the Plan complies with the requirements set forth in the Bankruptcy Code. However, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

The bankruptcy filing may disrupt the operations of Debtors’ operating subsidiaries. The impact, if any, that the Chapter 11 Cases may have on the operations of the Reorganized Debtors and their non-filing entities cannot be accurately predicted or quantified. Since the Debtors’ announcement of their intention to restructure their capital structure in approximately April, 2003 and their filing of the Chapter 11 Cases in August, 2003, they have not suffered significant disruptions in or an adverse impact on their non-debtor operations in the U.S. and Europe. Nonetheless, the continuation of the Chapter 11 Cases, particularly if the Plan is not approved or confirmed in the time frame currently

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contemplated, could adversely affect the Debtors’ relationship with their non-debtor operating affiliates and their customers, suppliers and employees. The Debtors believe that the Chapter 11 Cases and consummation of the Plan in an expeditious manner will have a minimal adverse impact on Debtors’ relationship with their non-debtor operating affiliates and their customers, suppliers and employees.

If confirmation and consummation of the Plan do not occur expeditiously, the Chapter 11 Cases could adversely affect the Debtors’ relationship with their non-debtor operating affiliates and their customers, suppliers and employees and could result in, among other things, increased costs for professional fees and similar expenses. In addition, a prolonged Chapter 11 Cases may make it more difficult for the Debtors to retain and attract management and other key personnel and would require senior management to spend an excessive amount of time and effort dealing with the Debtors’ financial problems instead of focusing on the operation of their businesses.

The Debtors may not be able to meet the requirements of the RSA, PSA or SDNPSA. The Consenting Lenders, the Consenting Convertible Subordinated Note Holders and the Consenting Senior Discount Note Holders have required that the Debtors comply with certain obligations set forth in sections I.G., I.H, and I.I of the Plan. If Debtors are incapable of complying with these obligations and sub obligations are not waived, the RSA, PSA and SDNPSA will no longer be effective.

The Debtors may not be able to secure confirmation of the Plan. There can be no assurance that the requisite acceptances to confirm the Plan will be received. Even if the requisite acceptances are received, there can be no assurance that the Bankruptcy Court will confirm the Plan. A non-accepting creditor or equity Holder of the Debtors might

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challenge the adequacy of this Disclosure Statement or the balloting procedures and results as not being in compliance with the Bankruptcy Code or Bankruptcy Rules. Even if the Bankruptcy Court determined that the Disclosure Statement and the balloting procedures and results were appropriate, the Bankruptcy Court could still decline to confirm the Plan if it found that any of the statutory requirements for confirmation had not been met, including that the terms of the Plan are fair and equitable to non-accepting Classes. Section 1129 of the Bankruptcy Code sets forth the requirements for confirmation and requires, among other things, a finding by the Bankruptcy Court that the Plan “does not unfairly discriminate” and is “fair and equitable” with respect to any non-accepting Classes, confirmation of the Plan is not likely to be followed by a liquidation or a need for further financial reorganization and the value of distributions to non-accepting Holders of claims and interests within a particular class under the Plan will not be less than the value of distributions such Holders would receive if the Debtors were liquidated under chapter 7 of the Bankruptcy Code. While there can be no assurance that these requirements will be met, the Debtors believe that the Plan will not be followed by a need for further financial reorganization and that non-accepting Holders within each Class under the Plan will receive distributions at least as great as would be received following a liquidation under chapter 7 of the Bankruptcy Code when taking into consideration all administrative claims and costs associated with any such chapter 7 case. The Debtors believe that Holders of Equity Interests in the Debtors would receive no distribution under either a liquidation pursuant to chapter 7 or chapter 11.

The confirmation and consummation of the Plan are also subject to certain conditions as described in section III.G hereof. If the Plan is not confirmed, it is unclear

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whether a restructuring of the Debtors could be implemented and what distributions Holders of Claims or Equity Interests ultimately would receive with respect to their Claims or Equity Interests. If an alternative reorganization could not be agreed to, it is possible that the Debtors would have to liquidate their assets, in which case it is likely that Holders of Claims and Equity Interests would receive substantially less favorable treatment than they would receive under the Plan.

The Debtors may object to the amount or classification of a Claim. Except as otherwise set forth in the Plan, the Debtors reserve the right to object to the amount or classification of any Claim or Equity Interest. The estimates set forth in this Disclosure Statement cannot be relied on by any creditor or equityholder whose Claim or Equity Interest is subject to an objection. Any such Claim or Equity Interest Holder may not receive its specified share of the estimated distributions described in this Disclosure Statement.

FACTORS AFFECTING THE VALUE OF THE SECURITIES TO BE ISSUED UNDER THE PLAN

The Reorganized Debtors may not be able to achieve their projected financial results. The Reorganized Debtors may not be able to meet their projected financial results or achieve the revenue or cash flow that they have assumed in projecting their future business prospects. If the Reorganized Debtors do not achieve these projected revenue or cash flow levels, they may lack sufficient liquidity to continue operating as planned after the Effective Date. The Debtors’ financial projections represent management’s view based on current known facts and hypothetical assumptions about the

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Reorganized Debtors’ future operations. However, the Projections set forth on Exhibit C attached hereto do not guarantee the Reorganized Debtors’ future financial performance.

The Reorganized Debtors may not be able to meet their post-reorganization debt obligations, and finance all of their operating expenses, working capital needs and capital expenditures. During the post-Effective period, the Reorganized Debtors may need additional capital to expand their businesses and develop new products. It may be difficult for the Debtors to obtain such additional capital. Such a failure may preclude the Reorganized Debtors from developing or enhancing their products and services, taking advantage of future opportunities, growing their businesses or responding to competitive pressures.

A liquid trading market for the New Common Stock may not develop. Although the Company Group intends to apply to list the New Common Stock on the NASDAQ Small-Cap Market, there can be no assurance that such listings will be obtained or, even if such listings are obtained, as to the liquidity of the markets for the New Common Stock or to the prices at which any sales of those securities may occur. The liquidity of any market for the New Common Stock will depend, among other things, upon the number of Holders of the New Common Stock, the Reorganized Debtors’ financial performance, and the market for similar securities, none of which can be determined or predicted. Therefore, it is not certain that an active trading market will develop or, if a market develops, what the liquidity or pricing characteristics of that market will be.

The trading price for the New Common Stock may be depressed following the Effective Date. Assuming consummation of the Plan, the New Common Stock will be issued substantially simultaneously to Holders of Claims and Equity Interests who had

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originally purchased other securities of the Debtors or who purchased such securities after the need for the financial restructuring of the Debtors became manifest. Following the Effective Date, such Holders may seek to dispose of the New Common Stock in an effort to obtain liquidity, which could cause the initial trading prices for these securities to be depressed, particularly in light of the lack of established trading markets for these securities.

The estimated valuation of the Reorganized Debtors and the New Common Stock, the New Preferred Stock and New Warrants, and the estimated recoveries to Holders of Claims and Equity Interests, is not intended to represent the trading values of the New Common Stocks. The estimated valuation of the Reorganized Debtors set forth in section I.N hereof, prepared by Houlihan and based on the Projections developed by management of the Reorganized Debtors, is based on commonly accepted valuation analysis and is not intended to represent the trading values of the Reorganized Debtors’ securities in public or private markets. The estimated recoveries to Classes 5, 6a, 6b or 7 are based on this theoretical valuation analysis. This valuation analysis is based on numerous assumptions (the realization of many of which is beyond the control of the Reorganized Debtors), including, among other things, the successful reorganization of the Debtors, an Effective Date of January 8, 2004, Debtors’ ability to achieve the operating and financial results included in the Projections, Debtors’ ability to maintain adequate liquidity to fund operations and the assumption that capital and equity markets remain consistent with current conditions. Even if the Reorganized Debtors achieve the Projections, the trading market values for the New Common Stock could be adversely impacted by the lack of

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trading liquidity for such securities, the lack of institutional research coverage and concentrated selling by recipients of such securities.

The New Common Stock and New Warrants will be issued in odd lots. Holders of Allowed Claims and Allowed Equity Interests may receive odd lot (less than 100 shares) distributions of New Common Stock and New Warrants which are exercisable to purchase odd lots of New Common Stock. Holders may find it more difficult to dispose of odd lots in the marketplace and may face increased brokerage charges in connection with any such disposition.

Certain tax implications of the Debtors’ bankruptcy and reorganization may increase the tax liability of the Reorganized Debtors. The U.S. federal income tax consequences of consummation of the Plan to Holders of Claims or Equity Interests are complex and subject to uncertainty. Certain U.S. tax attributes of the Debtors, including net operating loss carryovers, may be reduced or eliminated as a consequence of the Plan. The elimination or reduction of net operating loss carryovers and such other tax attributes may increase the amount of tax payable by the Reorganized Debtors following the consummation of the Plan as compared with the amount of tax payable had no such reduction been required. See section VI, “Certain Federal Income Tax Consequences” below for discussion of the U.S. federal income tax consequences for creditors, equity Holders and Debtor resulting from the consummation of the Plan.

RISKS RELATING TO THE OPERATIONS OF THE REORGANIZED DEBTORS

Holding Company Structure. DDi Corp. and DDi Capital are holding companies which have no significant assets other than their direct and indirect investments in their

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operating subsidiaries. Accordingly, Debtors must rely on their subsidiaries to generate the funds necessary to meet their obligations. The ability of the subsidiaries of the Debtors to pay dividends or make other payments or advances to Debtors will depend upon their operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing any indebtedness of such subsidiaries.

Substantial Indebtedness. The Company Group has a substantial amount of indebtedness. As of June 30, 2003, the total debt was approximately $17,620,000 for DDi Capital, plus its guarantee of the Pre-Restructuring Bank Indebtedness, $74,500,000 for Details and DDISV and $209,100,000 for DDi Corp. As a result of the level of debt and the terms of the debt instruments and the current defaults under the Pre-Restructuring Loan Documents and the Convertible Subordinated Notes and expected default under the Senior Discount Notes, (1) the Company Group’s vulnerability to adverse general economic conditions is heightened; (2) the Company Group will be required to dedicate a substantial portion of its cash flow from operations to repayment of debt, limiting the availability of cash for other purposes; (3) the Company Group is and will continue to be limited by financial and other restrictive covenants in its ability to borrow additional funds, consummate asset sales, enter into transactions with affiliates or conduct mergers and acquisitions; (4) the Company Group’s flexibility in planning for, or reacting to, changes in its business and industry will be limited; (5) the Company Group’s customers and potential customers may be reluctant to do business due to the uncertainty regarding the Company Group’s financial stability; (6) the Company Group is sensitive to fluctuations in interest rates because some of its debt obligations are subject to variable interest rates; and (7) the Company Group’s ability to obtain additional financing in the

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future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired.

The Company Group’s ability to pay principal and interest on its indebtedness and to satisfy its other debt obligations will depend upon its ability to deleverage its future operating performance, which will be affected by prevailing economic conditions as well as the availability of revolving credit borrowings under the BOS Credit Facility or successor facilities. If the Company Group is unable to service its indebtedness, it will be forced to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing indebtedness, or seeking additional equity capital. There is no assurance that the Company Group can effect any of these remedies on satisfactory terms, or at all.

The terms of the Company Group’s indebtedness and its current default under the Pre-Restructuring Loan Documents restrict, among other things, its ability to incur additional indebtedness, pay dividends or make certain other restricted payments, consummate certain asset sales, enter into certain transactions with affiliates, merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets. DDi Europe, DDi Capital and Details are also required to maintain specified financial ratios and satisfy certain financial condition tests. The Company Group’s subsidiaries’ ability to meet those financial ratios and tests can be affected by events beyond the subsidiaries’ control, and there can be no assurance that they will meet those tests. The Company Group is currently in default under the Pre-Restructuring Loan Documents, the Convertible Subordinated Notes and the Senior Discount Notes. If the Company Group is unable to restructure its debt or if they default

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in the future, lenders under such indebtedness could elect to decline all amounts outstanding together with accrued interest, to be immediately due and payable. If the Company Group was unable to repay such amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. Substantially all the assets of Details and its subsidiaries is pledged as security under the Pre-Restructuring Loan Documents. Substantially all the assets of DDi Europe are pledged as security under the BOS Credit Facility.

Business cycles of the end markets the Company Group serves. A majority of the Company Group’s customers are in the communications and networking equipment industries, which is characterized by intense competition, relatively short product life-cycles and significant fluctuations in product demand. In addition, these industries are generally subject to rapid technological change and product obsolescence. Furthermore, these industries are subject to economic cycles and have in the past experienced, and is likely in the future to experience, recessionary periods. The communications industry entered into a significant downturn in late 2000, which continues as of this date. This has had a negative impact on the Company Group’s revenues and operating performance for the three months ended March 31, 2003 and has continued to have a negative impact on its revenues and operating performance during the second quarter of 2003. If certain industries take a downturn, or if events leading to additional excess capacity occur, the Company Group will experience a negative impact on its revenues, gross margins and operating margins.

If the Company Group is unable to respond to rapidly changing technology and process development, it may not be able to compete effectively. The market for products

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and services is characterized by rapidly changing technology and continuing process development. The future success of the Company Group’s business will depend in large part upon the Company Group’s ability to maintain and enhance its technological capabilities, to develop and market products and services that meet changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis. Research and development expenses are expected to increase as manufacturers make demands for products and services requiring more advanced technology on a quicker turnaround basis. The Company Group is more leveraged than some of its principal competitors, and it therefore may not be able to respond to technological changes as quickly as these competitors.

In addition, the electronics manufacturing services industry could in the future encounter competition from new or revised technologies that render existing technology less competitive or obsolete or that reduce the demand for the Company Group’s services. There can be no assurance that the Company Group will effectively respond to the technological requirements of the changing market. To the extent the Company Group determines that new technologies and equipment are required to remain competitive, the development, acquisition and implementation of such technologies and equipment may require them to make significant capital investments. There can be no assurance that the Company Group will be able to obtain capital for these purposes in the future or that any investments in new technologies will result in commercially viable technological processes.

Competition. The printed circuit board industry is highly fragmented and characterized by intense competition. The Company Group principally competes with

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independent and captive manufacturers of complex quick-turn and longer-lead printed circuit boards. The Company Group’s principal competitors include independent small private companies, two small public companies and integrated subsidiaries of more broadly based volume producers that also manufacture multiplayer printed circuit boards and other electronic assemblies. Some of the Company Group’s principal competitors are less highly-leveraged than the Company Group and may have greater financial and operating flexibility.

The barriers to entry in the Company Group niche are considerable. In order to survive in the quick-turn sector, a competitor must have a very large customer base, a large staff of sales and marketing personnel, considerable engineering resources, and proper tooling and equipment to permit fast turnaround of small lots on a daily basis.

Variability of Orders. The Company Group’s operating results have fluctuated in the past because it sells on a purchase-order basis rather than pursuant to long-term contracts and these fluctuations are expected to continue in the future. The Company Group is therefore sensitive to variability in demand by its customers. Because the Company Group times its expenditures in anticipation of future sales, the operating results of Company Group’s operating subsidiaries may be less than its estimates if the timing and volume of customer orders do not match its expectations. Furthermore, the Company Group may not be able to capture all potential revenue in a given period if its customers’ demand for quick-turnaround services exceeds its capacity during that period. Because of these factors, the quarter-to-quarter comparisons of the Company Group’s results of operations may not be indicative of future performance. Because a significant portion of the operating expenses of the Company Group is fixed, even a small revenue

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shortfall can have a disproportionate effect on its operating results. It is possible that, in future periods, the Company Group’s results may be below the expectations of public market analysts and investors. This could cause the market price of the common stock of DDi Corp. to decline.

If the Company Group is unable to protect its unpatented proprietary techniques, it may be unable to compete effectively. The Company Group’s success depends in part on proprietary technology and manufacturing techniques. No patents currently exist for these proprietary techniques and the Company Group relies primarily on trade secret protection; however, one patent application is currently pending. Litigation may be necessary to protect its technology and determine the validity and scope of the proprietary rights of the Company Group’s competitors. Intellectual property litigation could result in substantial costs and diversion of management and other resources. If any infringement claim is asserted against the Company Group, the Company Group may seek to obtain a license of the other party’s intellectual property rights. There is no assurance that a license would be available on reasonable terms or at all.

Because the Company Group depends on a core group of significant customers, its results of operations may be negatively impacted if key customers discontinue the use of its services. Although the Company Group has a large number of customers, net sales to the largest customer account for approximately 6% of the net sales for the first quarter ended March 31, 2003. Net sales to the ten largest customers accounted for approximately 24% of net sales during the same period. The Company Group may depend upon a core group of customers for a material percentage of its net sales in the future. Substantially all of its sales are made on the basis of purchase orders rather than

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long-term agreements. There can be no assurance that significant customers will order services in the future or that these customers will not reduce or delay the amount of services ordered from the Company Group. Any reduction or delay in orders could negatively impact revenues. In addition, the Company Group generates significant accounts receivable in connection with providing services to its customers. If one or more significant customers were to become insolvent or otherwise unable to pay for services, results of operations would be adversely affected.

Dependence on Key Management. The Company Group depends on the services of its senior executives, including Bruce D. McMaster, President and Chief Executive Officer. There can be no assurance that the Company Group will be able to retain Mr. McMaster and other executive officers and key personnel or attract additional qualified management in the future. Mr. McMaster is or will be a party to an employment agreement with the Company Group and will receive 30% of the Tranche A Management Options pursuant to the Management Options. On or before the Effective Date, Mr. McMaster shall also execute a non-solicitation agreement in form and substance acceptable to the Required Lenders. The Company Group’s business also depends on its ability to continue to recruit, train and retain skilled employees, particularly engineering and sales personnel, due to the Company Group’s focus on the technologically advanced and time-critical segment of the electronics manufacturing services industry. In addition, its ability to successfully integrate acquired companies depends in part on its ability to retain key management and existing employees at the time of the acquisition. Effective December 19, 2002, Details adopted a plan to retain employees under the Key Employee Retention Program (“KERP”). The KERP is a discretionary retention bonus program

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which pays a stay bonus in three installments, on December 31, 2002, July 1, 2003, and January 1, 2004. Each of the senior executives of Company Group’s operating subsidiaries, including Mr. McMaster, have received retention bonuses under the KERP. There can be no assurance that the KERP will be successful in retaining key personnel.

Foreign Currency Exchange Risk. The sales and expenses and financial results of DDi Europe and of the Company Group’s Canadian operations is denominated in British pounds and Canadian dollars, respectively. The Company Group has foreign currency translation risk equal to its net investment in those operations. However, since nearly all of its sales are denominated in local currency or in U.S. dollars, the Company Group has relatively little exposure to foreign currency transaction risk with respect to sales made. Based on its forecasts, the effect of an immediate 10% change in exchange rates would have an impact on operating results over the 12 month period ending March 31, 2004, of approximately $100,000. The Company Group does not use forward exchange contracts to hedge exposures to foreign currency denominated transactions and does not utilize any other derivative financial instruments for trading or speculative purposes.

Environmental Matters. The Company Group’s operations are regulated under a number of federal, state and foreign environmental and safety laws and regulations that govern, among other things, the discharge of hazardous materials into the air and water, as well as the handling, storage and disposal of such materials. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act, as well as analogous state and foreign laws. Compliance with these environmental laws is a major consideration because the Company Group uses materials

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classified as hazardous such as ammoniacal etching solutions, copper and nickel in its manufacturing processes. In addition, because the Company Group is a generator of hazardous wastes, the Company Group may be subject to potential financial liability for costs associated with an investigation and any remediation of sites at which they have arranged for the disposal of hazardous wastes if such sites become contaminated. Even if the Company Group fully complies with applicable environmental laws and is not directly at fault for the contamination, it may still be liable. The wastes generated include spent ammoniacal etching solutions, solder stripping solutions and hydrochloric acid solution containing palladium; waste water which contains heavy metals, acids, cleaners and conditioners; and filter cake from equipment used for on-site waste treatment. Violations of environmental laws could subject the Company Group to revocation of its effluent discharge permits. Any such revocations could require the Company Group to cease or limit production at one or more of its facilities, thereby negatively impacting its revenues and potentially causing the market price of the common stock of DDi Corp. to decline.

THESE RISK FACTORS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY, INCLUDING THE IMPLEMENTATION OF THE PLAN, THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, THE PRICES AT WHICH THE

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COMPANY CAN SELL ITS PRODUCTS, THE COSTS AT WHICH IT CAN PURCHASE RAW MATERIALS, CURRENCY EXCHANGE RATE FLUCTUATIONS, NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, TERRORIST ACTIONS OR ACTS OF WAR, OPERATING EFFICIENCIES, LABOR RELATIONS, ACTIONS OF GOVERNMENTAL BODIES, AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS UNDERTAKE NO OBLIGATION TO UPDATE ANY SUCH STATEMENTS.

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VI.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain U.S. federal income tax consequences of the Plan to the Debtors and Holders of certain Claims and Equity Interests. This summary is based on the Internal Revenue Code of 1986, as amended (the “Tax Code”), Treasury Regulations thereunder, and administrative and judicial interpretations and practice, all as in effect on the date hereof and all of which are subject to change, with possible retroactive effect. Due to the lack of definitive judicial and administrative authority in a number of areas, substantial uncertainty may exist with respect to some of the tax consequences described below. No opinion of counsel has been obtained, the Debtors do not intend to seek a ruling from the Internal Revenue Service (the “IRS”) as to any of such tax consequences, and there can be no assurance that the IRS will not challenge one or more of the tax consequences of the Plan described below.

This summary does not apply to Holders of Claims or Equity Interests that are not United States persons (as defined in the Tax Code) or that are otherwise subject to special treatment under U.S. federal income tax law (including, for example, banks, governmental authorities or agencies, financial institutions, insurance companies, pass-through entities, tax-exempt organizations, brokers and dealers in securities, mutual funds, small business investment companies, and regulated investment companies). The following discussion assumes that Holders of Claims and Equity Interest hold their Claims or Equity Interest as “capital assets” within the meaning of Section 1221 of the Tax Code. Moreover, this summary does not purport to cover all aspects of U.S. federal

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income taxation that may apply to the Debtors or Holders of Claims or Equity Interests based upon their particular circumstances. Additionally, this summary does not discuss any tax consequences that may arise under state, local, or foreign tax law.

The following summary is not a substitute for careful tax planning and advice based on the particular circumstances of each Holder of Claims or Equity Interests. All Holders are urged to consult their own tax advisors as to the U.S. federal income tax consequences, as well as any applicable state, local, and foreign consequences, of the Plan.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE HOLDERS OF CLAIMS AND EQUITY INTERESTS

Holders of Allowed Class 1 Claims—Class 1

(a) Exchange of Allowed Class 1 Claims

Pursuant to the Plan, on or as soon as practicable after the Effective Date, in full and complete satisfaction of all Allowed Class 1 Claims asserted against any and all Debtors, each Holder of an Allowed Class 1 Claim shall, on account of its Allowed Class 1 Claim, be treated pursuant to the New DDi Corp. Guarantee and Pledge Agreement, the Secured Lender Warrants and the DDi Capital Guarantee and Pledge.

Participation in the Restructuring Loan Documents involves making certain amendments and modifications to the Pre-Restructuring Loan Documents as described in the New DDi Corp. Guarantee and Pledge Agreement (collectively, the “Modifications”). If the Modifications are considered to constitute a “significant modification” of the debt instruments issued under the Pre-Restructuring Loan Documents (“Existing Senior Instruments”) under Treasury Regulations promulgated under Section 1001 of the Tax

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Code (the “Exchange Regulations”), then the Modifications will result in a deemed exchange of the Existing Senior Instruments for the debt instruments outstanding under the Restructuring Loan Documents (“Modified Senior Instruments”). If the Modifications are not considered to be a significant modification under the Exchange Regulations, the Modifications generally should not result in any United States federal income tax consequences for a Holder of an Allowed Class 1 Claim, although the fair market value of the New Warrants received would likely be taxed to the Holder as ordinary income. Although the matter is not free from doubt, the Debtors intend to the take the position that the Modifications constitute a significant modification under the Exchange Regulations.

If the Modifications constitute a significant modification, the United States federal income tax consequences to a Holder of an Allowed Class 1 Claim depend in part on whether the deemed exchange qualifies as a tax-free reorganization under Section 368 of the Tax Code. This determination, in turn, depends in part on whether both the Existing Senior Instruments and Modified Senior Instruments constitute “securities” for purposes of the reorganization provisions of the Tax Code. Whether an instrument constitutes a “security” is determined based on all the facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important factor in determining whether such instrument is a security for federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including among others, the security

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for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or contingent, and whether such payments are made on a current basis or accrued. Although the matter is not free from doubt, the Debtors intend to take the position that neither the Existing Senior Instruments nor the Modified Senior Instruments constitute a security for federal income tax purposes.

If, consistent with the Debtors’ intended characterization, either the Existing Senior Instruments or the Modified Senior Instruments are not treated as securities, and the Modifications constitute a significant modification, a Holder of an Allowed Class 1 Claim will be deemed to exchange its Existing Senior Instruments for Modified Senior Instruments in a taxable exchange under Section 1001 of the Tax Code. In such case, a Holder of an Allowed Class 1 Claim should recognize gain (or loss) equal to the amount by which (i) the “issue price” of such Holder’s Modified Senior Instruments (to the extent not allocable to accrued but unpaid interest) plus the fair market value of such Holder’s share of the New Warrants received, exceeds (or, in the case of loss, is less than) (ii) such Holder’s tax basis in the Existing Senior Instruments. It is expected that the issue price of a Modified Senior Instrument will be equal to its stated principal amount. Any gain or loss recognized in a taxable exchange by a Holder of Secured Lender Claims that constitute capital assets in the hands of the Holder should be capital in nature (subject to the “Market Discount” rules discussed below and subject to other limitations including, by way of example, the general denial of capital gain or loss treatment on the disposition of debt instruments by certain financial institutions as described in Section 582 of the Tax

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Code), and should be long term capital gain or loss if the Existing Senior Instruments deemed exchanged were held for more than one year. To the extent that the Modified Senior Instruments or New Warrants received in the deemed exchange are treated as received in satisfaction of accrued but untaxed interest on the Existing Senior Instruments, a Holder may recognize ordinary income. See “Accrued But Untaxed Interest,” below. A Holder’s tax basis in Modified Senior Instruments should equal the issue price of such debt and the tax basis of New Warrants should equal the fair market value of such warrants. In such case, a Holder’s holding period for such Modified Senior Instruments and New Warrants should begin on the day following receipt thereof.

If, contrary to the Debtors’ intended characterization, the Existing Senior Instruments and the Modified Senior Instruments are each treated as securities, and the Modifications constitute a significant modification, the deemed exchange should be treated as a recapitalization (and therefore, a tax-free exchange). A Holder of an Allowed Class 1 Claim should not recognize any gain or loss as a result of such recapitalization, including the receipt of the New Warrants, except to the extent that the Modified Senior Instruments or New Warrants are treated as received in satisfaction of accrued but untaxed interest on the Existing Senior Instruments. See “Accrued But Untaxed Interest,” below. In such case, a Holder should obtain a tax basis in the Modified Senior Instruments and New Warrants received equal to the tax basis of the Existing Senior Instrument surrendered in exchange therefor, provided that the tax basis of any Modified Senior Instrument or Secured Lender Warrant treated as received in satisfaction of accrued interest should equal the amount of such accrued interest. A Holder of Existing Senior Instruments will be required to reallocate the adjusted tax basis in such Holder’s

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Existing Senior Instruments among the Modified Senior Instruments and New Warrants, as directed by the Tax Code. Such allocation of basis is generally made in proportion to the fair market value of the Modified Senior Instruments and New Warrants on the date of the exchange. A Holder’s holding period for the Modified Senior Instruments and New Warrants should include the holding period of the Existing Senior Instruments surrendered in exchange therefor; provided that the holding period for any portion of the Modified Senior Instruments or New Warrants treated as received in satisfaction of accrued but untaxed interest should begin on the day following the receipt thereof.

(b) Accrued But Untaxed Interest

Payments in respect of Claims will be allocated first to the principal amount of such Claims, with any excess allocated to accrued but unpaid interest. To the extent that any amount received by a Holder of a surrendered Claim under the Plan is attributable to accrued interest not previously included in the Holder’s gross income, such amount should be taxable to the Holder as interest income. Conversely, a Holder of a surrendered Claim may be able to recognize a deductible loss (or, possibly, a write-off against a reserve for bad debts) to the extent that any accrued interest on the debt instruments constituting such Claim was previously included in the Holder’s gross income but was not paid in full by Debtors. Such loss may be ordinary, but the tax law is unclear on this point. The extent to which the consideration received by a Holder of a surrendered Claim will be attributable to accrued interest on the debts constituting the surrendered Claim is unclear.

(c) Market Discount

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Holders who exchange Existing Senior Instruments for Modified Senior Instruments and New Warrants (as well as Holders who exchange Subordinated Senior Discount Notes for Modified Senior Discount Notes, and Holders who exchange Convertible Subordinated Notes for New Common Stock and New Preferred Stock, each discussed below) may be affected by the “market discount” provisions of Tax Code Sections 1276 through 1278. Under these rules, some or all of the gain realized by a Holder may be treated as ordinary income (instead of capital gain) to the extent of the amount of “market discount” on the debt instruments surrendered.

In general, a debt instrument is considered to have been acquired with “market discount” if its Holder’s adjusted tax basis is less than (i) the sum of all remaining payments to be made on the debt instrument, excluding “qualified stated interest” or, (ii) in the case of a debt instrument issued with original issue discount (“OID”), its adjusted issue price, by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining whole years to maturity). Market discount typically arises only in connection with debt instruments acquired in the secondary market.

Any gain recognized by a Holder on the taxable disposition of Existing Senior Instruments (determined as described above) (or Existing Senior Discount Notes or Convertible Subordinated Notes as described below) that had been acquired with market discount should be treated as ordinary income to the extent of the market discount that accrued thereon while the Existing Senior Instruments (or Senior Discount Notes or Convertible Subordinated Notes, as the case may be) were considered to be held by a

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Holder (unless the Holder elected to include market discount in income as it accrued). To the extent that the Existing Senior Instruments (or Senior Discount Notes or Convertible Subordinated Notes, as the case may be) that had been acquired with market discount are exchanged in a tax-free transaction for other property (as may occur here), any market discount that accrued on the Existing Senior Instruments (or Senior Discount Notes or Convertible Subordinated Notes, as the case may be) but was not recognized by the Holder is carried over to the property received therefor and any gain recognized on the subsequent sale, exchange, redemption or other disposition of such property is treated as ordinary income to the extent of the accrued but unrecognized market discount with respect to the exchanged debt instrument.

(d) Original Issue Discount on Modified Senior Instruments

In general, a debt instrument is considered to be issued with OID if the “stated redemption price at maturity” of the instrument exceeds the instrument’s “issue price” by at least a de minimis amount (equal to 0.25 percent of the sum of all remaining payments to be made on the debt instrument, excluding qualified stated interest, multiplied by the number of remaining complete years to maturity). The stated redemption price at maturity of a debt instrument is the aggregate of all payments due to the Holder under such debt instrument at or before its maturity date, other than stated interest that is unconditionally payable in cash or other property (other than debt instruments of the issuer) at fixed intervals of one year or less during the entire term of the instrument at certain specified rates (“qualified stated interest”).

With respect to the interest payable on the Modified Senior Instruments, (a) a certain portion is unconditionally payable in cash at fixed intervals of one year or less

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during the entire term of the instrument at certain specified rates, which interest should be treated as qualified stated interest, and (b) unless the mandatory Success Fee opt-out election is made by a Secured Lender, a certain portion accrues on a quarterly basis and is not payable until the maturity of such debt instruments unless certain conditions are satisfied. For purposes of determining the yield and maturity of the Modified Senior Instruments, the Company intends to take the position that, unless the mandatory Success Fee opt-out election is made by a Secured Lender, the portion of the interest the timing of the payment of which is subject to a contingency will be paid at the maturity of such instruments. Such portion of the interest therefore will not be treated as qualified stated interest and will be included as part of the stated redemption price at maturity of the Modified Senior Instruments. The Modified Senior Instruments therefore will be treated as being issued with OID. If the mandatory Success Fee opt-out election is made, the Modified Senior Instruments will be treated as being issued with OID unless payment of the Success Fee is considered remote.

Holders of Modified Senior Instruments issued with OID will be required to include the amount of OID in income on a constant yield method, based on the original yield to maturity of such Modified Senior Instruments calculated by reference to their issue price, regardless of the Holder’s method of accounting. Thus, a Holder of such Modified Senior Instruments issued with OID will be required to take OID into income prior to the receipt of cash payments representing such amount. Generally, OID would continue to accrue and be includible in gross income of a Holder even if the financial situation of the issuer would make payments unlikely. Debtors generally will be required

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to furnish annually to the IRS and to each Holder information regarding the amount of OID attributable to that year.

Holders of General Unsecured Lender Claims—Class 4

Under the Plan, each Holder of Allowed Unsecured Claims will receive, on account of and in full satisfaction of such Holder’s Allowed Unsecured Claim, a Pro Rata Cash payment of such Holder’s Allowed Class 4 Claim thirty (30) days after the Effective Date. Holder of an Allowed Unsecured Claim should generally recognize gain or loss in the amount equal to the difference between the amount of any payment to such Holder on account of such Allowed Unsecured Claim and such Holder’s adjusted tax basis, if any, in such claim. Any gain or loss recognized in the exchange will be capital or ordinary depending on the status of the claim in the Holder’s hands.

Holders of Allowed Class 5 Claims—Class 5

(a) Exchange of Allowed Class 5 Claims

Pursuant to the Plan, on or as soon as practicable after the Effective Date, in full and complete satisfaction of all Allowed Class 5 Claims asserted against any and all Debtors, each Holder of an Allowed Class 5 Claim shall receive, on account of its Allowed Class 5 Claim, a Pro Rata share of (i) participation in the New Senior Discount Note Indentures and the securities issued thereunder and (ii) the Senior Discount Warrants..

The Plan provides for certain amendments and modifications to the Senior Discount Notes as described in the Term Sheet (collectively, the “Senior Discount Note Modifications”). If the Senior Discount Note Modifications are considered to constitute a “significant modification” of the Senior Discount Notes under the Exchange Regulations,

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then the Senior Discount Note Modifications will result in a deemed exchange of the Senior Discount Notes outstanding under the Senior Discount Note for new debt instruments (“Modified Senior Discount Notes”). If the Senior Discount Note Modifications are not considered to constitute a significant modification under the Exchange Regulations, the Senior Discount Note Modifications generally should not result in any United States federal income tax consequences for a Holder of an Allowed Class 5 Claim. Although the matter is not free from doubt, the Debtors intend to the take the position that the Senior Discount Note Modifications constitute a significant modification under the Exchange Regulations.

If the Senior Discount Note Modifications constitute a significant modification, the United States federal income tax consequences to a Holder of an Allowed Class 5 Claim depends on whether the deemed exchange qualifies as a tax-free reorganization under Section 368 of the Tax Code. This determination, in turn, depends in part on whether both the Senior Discount Notes and Modified Senior Discount Notes constitute “securities” for purposes of the reorganization provisions of the Tax Code. Whether an instrument constitutes a “security” is determined based on all the facts and circumstances, but most authorities have held that the length of the term of a debt instrument is an important factor in determining whether such instrument is a security for federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including among others, the security for payment, the creditworthiness of the obligor, the subordination or lack

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thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or contingent, and whether such payments are made on a current basis or accrued. Although the matter is not free from doubt, the Debtors intend to take the position that the Senior Discount Notes and Modified Senior Discount Notes constitute securities for federal income tax purposes.

If, consistent with the Debtors’ intended treatment, the Senior Discount Notes and the Modified Senior Discount Notes are each treated as securities, and the Senior Discount Note Modifications constitute a significant modification, the deemed exchange should be treated as a recapitalization (and therefore, a tax-free exchange). A Holder of an Allowed Class 5 Claim should not recognize any gain or loss as a result of such recapitalization, except to the extent that the Modified Senior Discount Notes are treated as received in satisfaction of accrued but untaxed interest on the Senior Discount Notes. See “Accrued But Untaxed Interest,” above. In such case, a Holder should obtain a tax basis in the Modified Senior Discount Notes received equal to the tax basis of the Senior Discount Note surrendered in exchange therefor, provided that the tax basis of any Modified Senior Discount Note treated as received in satisfaction of accrued interest should equal the amount of such accrued interest. A Holder’s holding period for the Modified Senior Discount Notes should include the holding period of the Senior Discount Notes surrendered in exchange therefor; provided that the holding period for any portion of the Modified Senior Discount Notes treated as received in satisfaction of accrued but untaxed interest should begin on the day following the receipt thereof.

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If, contrary to the Debtors’ intended characterization, either the Senior Discount Notes or the Modified Senior Discount Notes are not treated as securities, and the Senior Discount Note Modifications constitute a significant modification, a Holder of an Allowed Class 5 Claim will be deemed to exchange its Senior Discount Notes for the Modified Senior Discount Notes in a taxable exchange under Section 1001 of the Tax Code. In such case, a Holder of an Allowed Class 5 Claim should recognize gain (or loss) equal to the amount by which (i) the “issue price” of such Holder’s Modified Senior Discount Notes (to the extent not allocable to accrued but unpaid interest) received, exceeds (or, in the case of loss, is less than) (ii) such Holder’s tax basis in the Senior Discount Notes. See “Original Issue Discount on Modified Senior Discount Notes” below for a discussion of how issue price is determined. Any gain or loss recognized by a Holder of Allowed Class 5 Claims in a taxable exchange should be capital in nature (subject to the “Market Discount” rules discussed above and assuming that the Allowed Class 5 Claims constitute capital assets in the hands of the Holder), and should be long term capital gain or loss if the Senior Discount Notes deemed exchanged were held for more than one year. To the extent that the Modified Senior Discount Notes received in the deemed exchange are treated as received in satisfaction of accrued but untaxed interest on the Senior Discount Notes, a Holder may recognize ordinary income. See “Accrued But Untaxed Interest,” above. A Holder’s tax basis in Modified Senior Discount Notes received in a taxable exchange should equal the issue price of such debt. In such case, a Holder’s holding period for such Modified Senior Discount Notes should begin on the day following receipt thereof.

(b) Original Issue Discount on Modified Senior Discount Notes

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Because interest on the Modified Senior Discount Notes is not unconditionally payable in cash or other property (other than additional debt instruments of the issuer) at least annually, none of the stated interest on the Modified Senior Discount Notes will be qualified stated interest. Consequently, all of the stated interest payments (including any additional debt instruments of issuer, if any, issued in respect of the Modified Senior Discount Notes) on the Modified Senior Discount Notes will be included in the stated redemption price at maturity of such Modified Senior Discount Notes. The Modified Senior Discount Notes will be treated as issued with OID equal to the amount by which the stated redemption price at maturity of the such notes exceeds the issue price.

The determination of the “issue price” of the Modified Senior Discount Notes will depend, in part, on whether the Senior Discount Notes or Modified Senior Discount Notes are traded on an “established securities market” at any time during the sixty (60) day period ending thirty (30) days after the issue date of the Modified Senior Discount

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Notes. In general, a debt instrument (or the property exchanged therefor) will be treated as traded on an established market if (a) it is listed on (i) a qualifying national securities exchange, (ii) certain qualifying interdealer quotation systems, or (iii) certain qualifying foreign securities exchanges, (b) it appears on a system of general circulation that provides a reasonable basis to determine fair market value, or (c) the price quotations are readily available from dealers, brokers or traders.

The issue price of a debt instrument that is traded on an established market (or that is issued for property including another debt instrument so traded) would be the fair market value of such debt instrument (or such other property) on the issue date as determined by such trading. The issue price of a debt instrument issued in exchange for property generally equals its stated principal amount if neither the debt instrument nor the property exchanged therefor is traded on an established securities market.

Accordingly, if the Senior Discount Notes and Modified Senior Discount Notes are both not “publicly traded” within the meaning of the applicable Treasury Regulations, the “issue price” of the Modified Senior Discount Notes should equal their stated principal amount. However, if either the Senior Discount Notes and Modified Senior Discount Notes are “publicly traded” within the meaning of the applicable Treasury Regulations, the issue price of the Modified Senior Discount Notes would be the fair market value at the time of the exchange (1) of that class of Modified Senior Discount Notes, if such notes are treated as publicly traded or (2) of the Senior Discount Notes, if such notes are treated as publicly traded and the Modified Senior Discount Notes received are not treated as publicly traded. Although the matter is not free from doubt, the Debtors intend to take the position that the Senior Discount Notes are publicly traded.

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The Debtors expect that the Modified Senior Discount Notes also will be publicly traded, although this cannot be known with any certainty until after the Effective Date.

Holders of Modified Senior Discount Notes will be required to include the amount of OID in income on a constant yield method, based on the original yield to maturity of such Modified Senior Discount Notes calculated by reference to their issue price, regardless of the Holder’s method of accounting. Accordingly, the Holder of such Modified Senior Discount Notes will be required to take OID into income prior to the receipt of cash payments. Generally, OID would continue to accrue and be includible in gross income of a Holder even if the financial situation of the issuer would make payments unlikely. The Debtors generally will be required to furnish annually to the IRS and to each Holder information regarding the amount of OID attributable to that year.

The Modified Senior Discount Notes will likely constitute “applicable high yield discount obligations.” In general, an applicable high yield discount obligation is any debt instrument with “significant” OID, a maturity date more than five (5) years from the issue date and a yield to maturity at least five (5) percentage points higher than the applicable federal rate. As a result, the Debtors may be denied a deduction for a certain portion of the OID on the Modified Senior Discount Notes and may claim an interest deduction as to the remainder of the OID only when the cash with respect to such OID is paid. To the extent that the Debtor is denied a deduction for a portion of the OID on the Modified Senior Discount Notes, the denied portion may be treated as a dividend and certain corporate Holders may be entitled to a dividend received deduction.

Holders of Allowed Class 6a Claims and Allowed Class 6b Claims-Classes 6a and 6b

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(a) Exchange of Convertible Subordinated Notes

For ease of reference in this discussion, (1) the 5.25% Convertible Subordinated Notes and 6.25% Convertible Subordinated Notes are sometimes referred to herein individually as a “Convertible Subordinated Note” and collectively as “Convertible Subordinated Notes,” and (2) Claims relating to such Convertible Subordinated Notes are sometimes referred to herein individually as an “Allowed Class 6a Claim and Allowed Class 6b Claim” and collectively as “Allowed Class 6a Claims and Allowed Class 6b Claims.” Pursuant to the Plan, on or as soon as practicable after the Effective Date, in full and complete satisfaction of all Allowed Class 6a Claims and Allowed Class 6b Claims asserted against any and all Debtors, each Holder of (A) an Allowed Class 6a Claim shall receive, on account of its Allowed Class 6a Claim, a Pro Rata share of 43.24% of the New Common Stock and a Pro Rata share of 45.45% of the New Preferred Stock and (B) an Allowed Class 6b Claim shall receive, on account of its Allowed Class 6b Claim, a Pro Rata share of 50.76% of the New Common Stock and a Pro Rata share of 45.45%% of the New Preferred Stock.

Whether and to what extent a Holder of a Convertible Subordinated Note will recognize gain or loss on the exchange of such Convertible Subordinated Note for New Common Stock and New Preferred Stock depends on whether the exchange qualifies as a tax-free reorganization within the meaning of Section 368 of the Tax Code. This determination, in turn, depends in part on whether the Convertible Subordinated Note constitutes a “security” for purposes of the reorganization provisions of the Tax Code. Whether an instrument constitutes a “security” is determined based on all the facts and circumstances, but most authorities have held that the length of the term of a debt

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instrument is an important factor in determining whether such instrument is a security for federal income tax purposes. These authorities have indicated that a term of less than five years is evidence that the instrument is not a security, whereas a term of ten years or more is evidence that it is a security. There are numerous other factors that could be taken into account in determining whether a debt instrument is a security, including among others, the security for payment, the creditworthiness of the obligor, the subordination or lack thereof to other creditors, the right to vote or otherwise participate in the management of the obligor, convertibility of the instrument into an equity interest of the obligor, whether payments of interest are fixed, variable or contingent, and whether such payments are made on a current basis or accrued. Although the matter is not free from doubt, Debtors intend to take the position that (1) the 5.25% Convertible Subordinated Notes (issued in 2001 and maturing in 2008) are securities for federal income tax purposes and (2) the 6.25% Convertible Subordinated Notes (issued in 2002 and maturing in 2007) are not securities for federal income tax purposes.

If a Convertible Subordinated Note is treated as a security, the exchange of such Convertible Subordinated Note for New Common Stock and New Preferred Stock should be treated as a recapitalization (and, therefore, a tax-free exchange), and a Holder of such Convertible Subordinated Note should recognize gain, if any, on the exchange in an amount equal to the lesser of (i) the amount by which the fair market value of New Common Stock and New Preferred Stock received (to the extent not allocable to accrued but unpaid interest) exceeds such Holder’s basis in the such Convertible Subordinated Note or (ii) the fair market value of the New Preferred Stock received. Any such gain should be capital in nature (subject to the “market discount” rules described above and

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assuming that the Convertible Subordinated Note constitutes a capital asset in the hands of the Holder) and should be long-term if such Convertible Subordinated Note was held for more than one year. A Holder of a Convertible Subordinated Note may recognize ordinary income on the exchange to the extent that the New Common Stock and New Preferred Stock are treated as received in satisfaction of accrued but untaxed interest on such Convertible Subordinated Note. See “Accrued But Untaxed Interest,” above. A Holder should obtain a tax basis in the New Common Stock received equal to the tax basis of the Convertible Subordinated Note surrendered in exchange therefor, decreased by the fair market value of the New Preferred Stock received, and increased by any gain recognized on the exchange, provided that the tax basis of any share of New Common Stock treated as received in satisfaction of accrued interest should equal the amount of such accrued interest. A Holder should have a holding period for the New Common Stock that includes the holding period for the Convertible Subordinated Note surrendered in exchange therefor; provided that the holding period for any share of New Common Stock treated as received in satisfaction of accrued but untaxed interest, and for the New Preferred Stock, should begin on the day following the receipt thereof.

If a Convertible Subordinated Note is not treated as a security, the exchange of such Convertible Subordinated Note for New Common Stock and New Preferred Stock should be treated as a taxable exchange under Section 1001 of the Tax Code. In such case, a Holder of such Convertible Subordinated Note should recognize gain or loss equal to the difference between (i) the fair market value of New Common Stock and New Preferred Stock received (to the extent not allocable to accrued but unpaid interest) and (ii) the Holder’s basis in such Convertible Subordinated Note. Such gain or loss should be

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capital in nature (subject to the “market discount” rules described above and assuming that the Convertible Subordinated Note constitutes a capital asset in the hands of the Holder) and should be long-term capital gain or loss if such Convertible Subordinated Note were held for more than one year. To the extent that a portion of the New Common Stock or New Preferred Stock received in exchange for a Convertible Subordinated Note is allocable to accrued but untaxed interest, the Holder may recognize ordinary income on the exchange. See “Accrued But Untaxed Interest,” above. A Holder’s tax basis in New Common Stock and New Preferred Stock received in a taxable exchange should equal the fair market value of such stock when received. In such case, a Holder’s holding period for the New Preferred Stock and for New Common Stock should begin on the day following receipt thereof.

If both the 5.25% Convertible Subordinated Notes and 6.25% Convertible Subordinated Notes are treated as securities, and the collective exchange of all of the Convertible Subordinated Notes for New Common Stock and New Preferred Stock has the result that, immediately after the exchange, such Holders of Convertible Subordinated Notes own stock possessing eighty (80) percent or more of (1) the total combined voting power of all DDi Corp. voting stock and (2) each class of DDi Corp. nonvoting stock, the exchange may also qualify as a tax-free transaction under Section 351 of the Tax Code (“Section 351”). If Section 351 applies, the tax treatment to a Holder of a Convertible Subordinated Note should not be materially different than the tax consequences to such Holder if the exchange were treated as a recapitalization as described above.

(b) Certain Consequences of Owning New Preferred Stock

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A Holder of a Convertible Subordinated Note will receive New Preferred Stock in accordance with the Plan. The New Preferred Stock is stock in DDi Europe, which is a foreign corporation. The ownership and disposition of stock in a foreign corporation may result in certain federal income tax consequences that differ materially from owning and disposing of stock in a domestic corporation. The rules surrounding such ownership and disposition are complex, and each Holder of a Allowed Class 6a Claim and Allowed Class 6b Claim should consult such Holder’s own financial advisor, legal and tax counsel or accountant regarding such rules and how these rules may impact their federal income tax situation. What follows is a very brief summary of some of the pertinent tax considerations.

(i)

Controlled Foreign Corporation Considerations

If more than 50% of the total voting power or the total value of DDi Europe’s outstanding shares is owned, directly or indirectly, by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by Tax Code Section 7701(a)(30)), each of which owns, directly or indirectly, 10% or more of the total voting power of DDi Europe’s outstanding shares (each a “10% Shareholder”), DDi Europe could be treated as a “controlled foreign corporation” (“CFC”) under Section 957 of the Tax Code.

The classification of DDi Europe as a CFC would raise many complexities, including that 10% Shareholders of DDi Europe would generally (i) be treated as having received a current distribution of DDi Europe’s “Subpart F income” and (ii) would also be subject to current U.S. federal income tax on their pro rata shares of DDi Europe’s earnings invested in “U.S. property.” (The foreign tax credit may reduce the U.S. federal

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income tax on these amounts for such 10% Shareholders.) In addition, under Section 1248 of the Tax Code, gain from the sale or other taxable disposition of common shares of DDi Europe by a U.S. Holder that is or was a 10% Shareholder at any time during the five-year period ending with the sale is treated as ordinary income to the extent of earnings and profits of DDi Europe attributable to the common shares sold or exchanged.

If DDi Europe is classified as both a Passive Foreign Investment Company, as described below, and a CFC, DDi Europe generally will not be treated as a Passive Foreign Investment Company with respect to 10% Shareholders. DDi Europe currently qualifies as a CFC, and there can be no assurance that DDi Europe will not be considered a CFC for the any future taxable year. The rules surrounding ownership of a CFC are complex, and each Holder of an Allowed Class 6a Claim and Allowed Class 6b Claim should consult such Holder’s own financial advisor, legal and tax counsel or accountant regarding such CFC rules and how these rules may impact their federal income tax situation.

(ii)

Passive Foreign Investment Company Considerations

For U.S. federal income tax purposes, a foreign corporation is classified as a passive foreign investment company (“PFIC”) for each taxable year in which either (1) 75% or more of its gross income is passive income (as defined for U.S. federal income tax purposes) or (2) on average for such taxable year, 50% or more in value of its assets produce passive income or are held for the production of passive income. For purposes of applying these tests, a corporation is deemed to own its proportionate share of the assets and receive its proportionate share of the gross income of its significant subsidiaries.

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Debtors do not believe that DDi Europe will be a PFIC for the current year or for the foreseeable future. However, DDi Europe’s status as a PFIC for any subsequent year will depend on the assets and gross income of the DDi Europe for that year, which will not be determinable until after the close of the taxable year. Accordingly, there can be no assurance that DDi Europe will not be treated as a PFIC in any subsequent taxable year.

The rules surrounding ownership of a PFIC are complex, and each Holder of an Allowed Class 6a Claim and Allowed Class 6b Claim should consult such Holder’s own financial advisor, legal and tax counsel or accountant regarding such PFIC rules and how these rules may impact their federal income tax situation if DDi Europe is considered a PFIC in any taxable year, and the availability of certain elections that may mitigate the adverse tax consequences to which such Holder would be subject if DDi Europe is considered a PFIC in any taxable year.

(iii)

Foreign Personal Holding Company Considerations

Debtors believe that DDi Europe will not be classified as a foreign personal holding company (“FPHC’) under U.S. federal income tax laws. If it were so classified, each Holder of New Preferred Stock generally would be required to include its proportionate share of DDi Europe’s undistributed FPHC income as a dividend in U.S. federal gross income each year, even if no cash dividend is actually paid. DDi Europe will be classified as a FPHC if: (i) stock representing more than 50% of the total voting power of all classes of DDi Europe’s stock entitled to vote, or more than 50% of the total value of the stock of DDi Europe, is owned, directly or indirectly, by five or fewer U.S. citizens or residents, taking into account certain constructive ownership rules, and (ii) at least 60% of DDi Europe’s gross income consists of FPHC income including, without

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limitation, dividends, interest, rents or royalties, or gains from the sale of stocks, securities or commodities.

FPHC status is a factual determination that must be made on an annual basis. As such, DDi Europe’s FPHC status will depend on the character of its income and the composition of its shareholder base from time to time, which may be subject to change. The rules surrounding ownership of a FPHC are complex, and each Holder of an Allowed Class 6a Claim and Allowed Class 6b Claim should consult such Holder’s own financial advisor, legal and tax counsel or accountant regarding such FPHC rules and how these rules may impact their federal income tax situation.

Holders of Existing DDi Corp. Common Stock—Class 7

Pursuant to the Plan, on or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 7 Equity Interests, each Holder of an Allowed Class 7 Equity Interest shall receive a Pro Rata share of 1.0% of the New Common Stock, subject to dilution for (a) all New Common Stock issuable under the Management Incentive Plan upon the exercise of Management Options thereunder and (ii) all New Common Stock issuable upon the exercise of the New Warrants.

The exchange by Holders of Allowed Class 7 Equity Interests in DDi. Corp. for New Common Stock should generally be treated as a “reorganization” as that term is defined in Section 368 of the Tax Code (and therefore, a tax-free exchange). A Holder of Allowed Class 7 Equity Interests in DDi Corp. should not recognize gain or loss on the exchange unless such Holder had previously claimed a worthless stock deduction with respect to such Holder’s Allowed Class 7 Equity Interest in DDi Corp. A Holder’s tax

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basis in the New Common Stock should equal the tax basis of such Holder’s Allowed Class 7 Equity Interest in DDi Corp. The holding period of the New Common Stock will include the holding period of such Holder’s Allowed Class 7 Equity Interest in DDi Corp. exchanged therefore.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO THE REORGANIZED DEBTORS

Cancellation of Indebtedness and Reduction of Tax Attributes

As a result of the Plan, the amount of the Debtors’ aggregate outstanding indebtedness will be substantially reduced. In general, absent an exception, a debtor will realize and recognize cancellation of indebtedness income (“COD Income”) upon satisfaction of its outstanding indebtedness for an amount less than its adjusted issue price. The amount of COD Income, in general, is the excess of (a) the adjusted issue price of the indebtedness satisfied, over the sum of (b) the issue price of any new indebtedness of the taxpayer issued, the amount of cash paid and the fair market value of any new consideration (including stock of Debtor) given in satisfaction of such indebtedness at the time of the exchange.

A debtor will not, however, be required to include any amount of COD Income in gross income if the debtor is under the jurisdiction of a court in a Title 11 bankruptcy proceeding and the discharge of debt occurs pursuant to that proceeding. Instead, as the price for such exclusion, a debtor must (as of the first day of the next taxable year) reduce its tax attributes by the amount of COD Income which it excluded from gross income. In general, tax attributes will be reduced in the following order: (a) net operating losses (“NOLs”), (b) tax credits and capital loss carryovers, and (c) tax basis in assets.

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Under the Plan, the amount of COD Income, and accordingly the amount of tax attributes required to be reduced, will depend in part on the fair market value of (a) the New Common Stock and the New Preferred Stock and (b) the Senior Discount Notes and/or the Modified Senior Discount Notes. These values cannot be known with certainty until after the Effective Date. Thus, although it is expected that a reduction of tax attributes will be required, the exact amount of such reduction cannot be predicted with certainty. Debtors expect, though, that the amount of COD Income will exceed the amount of, and therefore will eliminate, their NOL carryforwards.

With respect to the reduction of tax attributes, the Debtors anticipate that they will reduce the amount of their NOL carryforwards first (to zero) and then reduce their other tax attributes, primarily the tax basis of their assets. Any reduction in tax attributes (other than the reduction of NOLs) should apply to reduce tax attributes solely of the Debtors, and should not affect the tax attributes other members of the Debtors’ consolidated group. However, with respect to a required reduction of NOLs, the IRS has taken inconsistent positions as to whether such reduction will be applied solely to the NOLs of debtors or to the consolidated NOLs of the debtor’s entire consolidated group. Initially, the IRS held in a private letter ruling that where a member of a consolidated group is permitted to exclude COD income such member is required to reduce only its own separate company tax attributes (including NOLs) without having to reduce the tax attributes of any other member of the consolidated group. In a relatively recent field service advice, however, the IRS concluded that the debtor’s members were required to treat all of a group’s consolidated NOLs as a tax attribute of the debtor’s members, and thus determined that all of the group’s consolidated NOLs were subject to reduction. Although such private

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rulings and field service advice may not be relied upon by other taxpayers as binding authority, they do provide some indication of the IRS’s position. Despite these inconsistent positions, Debtors believe that the reduction of NOLs should be applied on a consolidated basis. Following this approach, NOLs of Debtors and their affiliates would be reduced or eliminated and then the other tax attributes of Debtors, primarily tax basis of the Debtors’ assets, would be reduced.

Limitation of Net Operating Loss Carryovers and Other Tax Attributes

Tax Code Section 382 generally limits a corporation’s use of its NOLs (and may limit a corporation’s use of certain built-in losses if such built-in losses are recognized within a five-year period following an ownership change) if a corporation undergoes an “ownership change.” This discussion describes the limitation determined under Tax Code Section 382 in the case of an “ownership change” as the “Section 382 Limitation”. The Section 382 Limitation on the use of pre-change losses (the NOLs and built-in losses recognized within the five-year post-ownership change period) in any “post change year” is generally equal to the product of the fair market value of the loss corporation’s outstanding stock immediately before the ownership change and the long term tax-exempt rate in effect for the month in which the ownership change occurs. Tax Code Section 383 applies a similar limitation to capital loss carryforwards and tax credits.

In general, an ownership change occurs when the percentage of the corporation’s stock owned by certain “5 percent shareholders” increases by more than 50 percentage points over the lowest percentage owned at any time during the applicable “testing period” (generally, the shorter of (a) the three-year period preceding the testing date or

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(b) the period of time since the most recent ownership change of the corporation). A “5 percent shareholder” for these purposes includes, generally, an individual or entity that directly or indirectly owns 5 percent or more of a corporation’s stock during the relevant period, and may include one or more groups of shareholders that in the aggregate own less than 5 percent of the value of the corporation’s stock. Under applicable Treasury Regulations, an ownership change with respect to an affiliated group of corporations filing a consolidated return that have consolidated NOLs is generally measured by changes in stock ownership of the parent corporation of the group.

The issuance of New Common Stock pursuant to the Plan will cause an ownership change to occur with respect to the Debtors, and consequently with respect to the Debtor’s consolidated group, on the Effective Date. As a result, the Section 382 Limitation will be applicable to the utilization by the Debtors and the Debtor’s consolidated group of their NOLs and built-in losses following the Effective Date. This limitation is independent of, and in addition to, the reduction of tax attributes described in the preceding section resulting from the exclusion of COD Income. Similarly, the ability of the Debtors and the Debtors’ consolidated group to use any remaining capital loss carryforwards and tax credits will also be limited. Debtors believe, however, that the amount of COD Income will exceed their NOLs, capital loss carryforwards, and tax credits, and thus for federal income tax purposes such tax attributes will not be impaired as a result of the Section 382 Limitation.

DDi Corp. Recognition of Loss on Exchange of New Preferred Stock

DDi Corp. will recognize loss for federal income tax purposes on the exchange of the New Preferred Stock for Convertible Subordinated Notes, in an amount equal to the

203

difference between (i) the amount realized in respect of the New Preferred Stock and (ii) DDi Corp.’s adjusted tax basis in the New Preferred Stock. DDi Corp. will be treated as realizing an amount equal to the fair market value of the New Preferred Stock, which is significantly less than DDi Corp.’s adjusted tax basis in the New Preferred Stock. Any loss recognized should be treated as a capital loss. The Debtors estimate the taxable loss resulting from the exchange will be substantial, which loss will be an attribute subject to reduction as described above and subject to limitation under Section 383.

Effect of Issue Price on Debtors’ OID Deductions

If, as described above under “Original Issue Discount on Modified Senior Discount Notes,” the Modified Senior Discount Notes are treated as applicable high yield discount obligations, the Debtors may be denied a deduction for a certain portion of the OID on such notes and may claim an interest deduction as to the remainder only when cash is paid with respect to the OID (generally at maturity).

Deductibility of Amounts Paid Pursuant to the Management Incentive Program

Subject to the limitation discussed below, the Debtors should be entitled to deduct, for federal income tax purposes, amounts paid to their employees under the Management Incentive Plan at the time when the employees of the Debtors recognize ordinary income as a result of the receipt of property under such plan. An income tax deduction will generally be unavailable for annual compensation in excess of $1,000,000 paid to any of the five most highly compensated officers of a public corporation. However, amounts that constitute performance based compensation are not counted toward the $1,000,000 limit, provided certain other conditions are satisfied. The Debtors

204

intend to treat amounts paid under the Management Incentive Plan as performance based compensation.

BACKUP WITHHOLDING

The Debtors will withhold all amounts required by law to be withheld from payments made pursuant to the Plan. The Debtors will comply with all applicable reporting requirements of the Tax Code.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX. THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF A CLAIM OR INTEREST IN LIGHT OF SUCH HOLDER’S CIRCUMSTANCES AND INCOME TAX SITUATION. ALL HOLDERS OF CLAIMS AND INTERESTS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE TRANSACTION CONTEMPLATED BY THE PLAN, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND OF ANY CHANGE IN APPLICABLE TAX LAWS.

205

VII.

MISCELLANEOUS PROVISIONS

Certain additional miscellaneous information regarding the Plan and the Chapter 11 Cases are set forth below.

PENDING LITIGATION

The Debtors’ operating non-debtor subsidiaries are involved from time to time in routine litigation that is incidental to their businesses. The Debtors do not believe that the outcome of any such litigation will have a material adverse effect upon the Debtors. The Debtors expressly reserve their rights to, among other things, enforce, pursue, prosecute and settle (or decline to do any of the foregoing) all claims, defenses or causes of action, among other things, that arise from or relate in any way to the operation of their businesses. The Debtors are unaware of any pending litigation against them. There is one threatened action against DDi Corp. by a former employee claiming damages in the amount of approximately $250,000 for alleged failure to distribute stock and to facilitate the exercise of options. Debtors are unaware of any pending litigation against them. The Plan does not impair the rights of a person or entity involved in any currently pending litigation with the Debtors’ operating non-debtor subsidiaries of which they have knowledge.

SUCCESSORS AND ASSIGNS

The rights, benefits and obligations of any Person or Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assign of such Person or Entity.

206

RESERVATION OF RIGHTS

Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any statement or provision contained herein, or the taking of any action by the Debtors with respect to the Plan shall be or shall be deemed to be an admission or waiver of any rights of the Debtors with respect to the Holders of Claims or Equity Interests prior to the Effective Date.

SERVICE OF DOCUMENTS

Except as otherwise provided by order of the Bankruptcy Court, any pleading, notice or other document required by the Plan to be served on or delivered to the Reorganized Debtors shall be sent by first class U.S. mail, postage prepaid to:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806

Attn: Timothy J. Donnelly

with copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Kathrine A. McLendon

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, California 90017

Attn: Sharon M. Kopman

Stutman Treister & Glatt Professional Corporation

1901 Avenue of the Stars, 12th Floor

Los Angeles, California 90067

Attn: George C. Webster II

Hahn & Hessen LLP

488 Madison Avenue

207

New York, NY 10022

Attn: Jeffrey L. Schwartz

Curtis, Mallet-Prevost, Colt & Mosle, LLP

101 Park Avenue

New York, NY 10178

Attn: Steven J. Reisman

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VIII.

RECOMMENDATION

In the opinion of the Debtors, the Plan is preferable to the alternatives described herein because it provides for a larger distribution to the Holders than would otherwise result in a liquidation under Chapter 7 of the Bankruptcy Code. In addition, any alternative other than confirmation of the Plan could result in extensive delays and increased administrative expenses resulting in smaller distributions to the Holders of Claims and Equity Interests. Accordingly, the Debtors recommend that Holders of Claims and Equity Interests entitled to vote on the Plan support confirmation of the Plan and vote to accept the Plan. The Co-Sponsors also support the Plan. The Consenting Subordinated Note Holders have executed a Plan Support Agreement to vote for the Plan. The Consenting Senior Discount Note Holders have executed a Senior Discount Note Holder Plan Support Agreement to vote for the Plan. The Consenting Lenders have agreed to terms of a consensual restructuring of the Pre-Restructuring Loan Documents pursuant to a Restructuring Support Agreement.

Dated: August 30, , 2003

Respectfully Submitted,

DDi CORP. AND DDI CAPITAL CORP.

By:		/s/ Timothy J. Donnelly
		Name: Timothy J. Donnelly
		Title: Vice President

Prepared by:

Richard L. Wynne

Sharon M. Kopman

Christian C. Lymn

KIRKLAND & ELLIS, LLP

777 South Figueroa Street

Los Angeles, California 90017

PH: (213) 680-8400

FAX: (213) 680-8500

COUNSEL TO THE DEBTORS AND THE DEBTORS IN POSSESSION

209

EXHIBIT A

PLAN OF REORGANIZATION

A-1

KIRKLAND & ELLIS LLP

Citigroup Center

153 East 53rd Street

New York, NY 10022-4675

Telephone: (212) 446-4800

Facsimile: (212) 446-4900

Richard L. Wynne (RW-5630)

KIRKLAND & ELLIS LLP

777 South Figueroa Street

Los Angeles, California 90017

Telephone: (213) 680-8400

Facsimile: (213) 680-8500

Sharon M. Kopman (Pro Hac Vice)

Reorganization Counsel for Debtors and

Debtors in Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------------	x	Chapter 11
In re:	:
	:	Case No. 03-15261 (SMB)
DDI CORP., et al.,	:
	:	(Jointly Administered)
Debtors	:
--------------------------------------------------------------------	x

DEBTORS’ JOINT PLAN OF REORGANIZATION

DATED AS OF AUGUST 30, 2003

TABLE OF CONTENTS


I.	INTRODUCTION	1

II.	DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTION	2
	2.1 Definitions	2
	2.2 Rules of Construction	25
	2.3 Plan Documentary Supplement	26
	2.4 Exhibits	26

III.	JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION	26

IV.	UNCLASSIFIED CLAIMS	26
	4.1 Administrative Claims	27
	4.2 Superpriority Administrative Expense Claim	28
	4.3 Priority Tax Claims	29
	4.4 Indenture Trustee Fee Claim	29

V.	CLASSIFICATION OF CLAIMS AND INTERESTS	30
	5.1 General Overview	30

VI.	PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS	30
	6.1 Class 1 - Allowed Class 1 Claims (Unimpaired)	30
	6.2 Class 2 - Other Secured Claims (Unimpaired)	31
	6.3 Class 3 - Other Priority Claims (Unimpaired)	31
	6.4 Class 4 - Allowed Unsecured Claims Not Classified in Classes 5, 6a or 6b (Unimpaired)	32
	6.5 Class 5 - Allowed Class 5 Claims (Impaired)	33
	6.6 Class 6a - Allowed Class 6a Claims (Impaired)	33
	6.7 Class 6b - Allowed Class 6b Claims (Impaired)	33
	6.8 Class 7 - Existing DDi Corp. Common Stock (Impaired)	34

VII.	ACCEPTANCE OR REJECTION OF THE PLAN	34
	7.1 Introduction	34
	7.2 Who May Object to Confirmation of the Plan	34
	7.3 Who May Vote to Accept/Reject the Plan	35

VIII.	MEANS FOR IMPLEMENTING THE PLAN	36
	8.1 Introduction	36
	8.2 The Reorganized Debtors	36
	8.3 Issuance of New Common Stock	37
	8.4 Issuance of Secured Lender Warrants	37
	8.5 Issuance of Senior Discount Warrants	38
	8.6 Issuance of Management Options Under Management Incentive Plan	38
	8.7 Issuance of New Preferred Stock	38
	8.8 Amended and Restated Articles or Certificate of Incorporation or Charter and Bylaws	39
	8.9 Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents	39
	8.10 Treatment of the Senior Discount Note Holders	40

	8.11 Funding of the Plan	41
	8.12 Management/Board of Directors	41
	8.13 Corporate Actions	43
	8.14 Revesting of Assets	44
	8.15 Cancellation of Existing Securities and Agreements	45
	8.16 Preservation of Rights of Action; Settlement of Litigation Claims	45

IX.	DISTRIBUTIONS	46
	9.1 Distribution Agent	46
	9.2 Distributions	46
	9.3 Old Instruments and Securities	47
	9.4 De Minimis Distributions and Fractional Shares	48
	9.5 Delivery of Distributions	48
	9.6 Undeliverable Distributions	49
	9.7 Disposition of Unclaimed Property	50
	9.8 Effect of Distribution Record Date	51
	9.9 Setoffs	51

X.	OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS	51
	10.1 Objections to Claims	51
	10.2 Treatment of Disputed Claims	52

XI.	EFFECT OF CONFIRMATION OF PLAN	52
	11.1 Discharge	52
	11.2 Injunction	53

XII.	LIMITATION OF LIABILITY AND RELEASES	54
	12.1 No Liability for Solicitation or Participation	54
	12.2 Limitation of Liability	54
	12.3 Good Faith Finding	55
	12.4 Exculpation	55
	12.5 Debtors’ Releases and Injunction	55
	12.6 Releases and Injunction	57

XIII.	CONDITIONS TO CONFIRMATION AND EFFECTIVENESS	58
	13.1 Conditions Precedent to Plan Confirmation	58
	13.2 Conditions Precedent to Plan Effectiveness	59
	13.3 Waiver of Conditions	59

XIV.	RETENTION OF JURISDICTION	59
	14.1 Retention of Jurisdiction	59

XV.	MODIFICATION OR WITHDRAWAL OF PLAN	61
	15.1 Modification of Plan	61
	15.2 Termination Events	62
	15.3 Nonconsensual Confirmation	62

XVI.	MISCELLANEOUS	62
	16.1 Payment of Statutory Fees	62
	16.2 Payment Dates	62

		16.3 Headings		63
		16.4 Other Documents and Actions		63
		16.5 Notices		63
		16.6 Governing Law		65
		16.7 Binding Effect		65
		16.8 Successors and Assigns		66
		16.9 No Waiver		66
		16.10 Exemption from Securities Laws		66
		16.11 Inconsistencies		66
		16.12 Exemption from Certain Transfer Taxes and Recording Fees		66
		16.13 Post-Confirmation Conversion/Dismissal		67
		16.14 Final Decree		67

iii

Exhibits

Exhibit 1	—	Term Sheet for Management Incentive Plan
Exhibit 2	—	Term Sheet for Common Equity
Exhibit 3	—	Term Sheet for Preferred Equity
Exhibit 4	—	Term Sheet for Senior Discount Notes
Exhibit 5	—	Term Sheet for the Restructuring of the Pre-Restructuring Bank Indebtedness
Exhibit 6	—	Summary of Terms and Conditions of Financial Restructuring of DDi Corp. and its Affiliates
Exhibit 7	—	Plan Support Agreement (as amended)
Exhibit 8	—	Senior Discount Note Holder Plan Support Agreement

List Of Plan Documents To Be Filed After The Petition Date

Document		Date Filed
Secured Lender Warrant Agreement		At least 10 business days prior to Confirmation Hearing
Senior Discount Warrant Agreement		At least 10 business days prior to Confirmation Hearing
New DDi Corp. Guarantee and Pledge Agreement		At least 10 business days prior to Confirmation Hearing
New Senior Discount Note Indenture		At least 10 business days prior to Confirmation Hearing
Management Incentive Plan		At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Certificate of Incorporation		At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Bylaws		At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Corp. Articles of Incorporation		At least 10 business days prior to Confirmation Hearing
Amended and Restated DDi Europe Articles of Association		At least 10 business days prior to Confirmation Hearing
Any Other Plan Documents Deemed Necessary		At least 10 business days prior to Confirmation Hearing

I. INTRODUCTION

On August 20, 2003 (the “Petition Date”), DDi, Corp., a Delaware corporation (“DDi Corp.) and DDi Capital Corp., a California corporation (DDi Capital, and together with DDi Corp., the “Debtors” and “Debtors-in-Possession” and each a “Debtor” and “Debtor-in-Possession”), filed separate voluntary petitions under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (collectively, the “Chapter 11 Cases”). Each of the Debtors is a holding company that operates through their non-debtor operating subsidiaries. As of the Petition Date, Debtors’ total debt equaled approximately $216 million, consisting of $200 million in aggregate principal amount of Convertible Subordinated Notes (as defined below) at the DDi Corp. level and approximately $16.1 million in aggregate principal amount of Senior Discount Notes (as defined below) and a guarantee of the Pre-Restructuring Loan Documents (as defined below) at the DDi Capital level. On August 21, 2003, the United States Bankruptcy Court entered an order authorizing the joint administration of the Debtors’ Chapter 11 Cases.

The document that you are reading is the Debtors’ Joint Chapter 11 Plan of Reorganization. The Plan (as defined below) provides for the preservation of the Debtors’ businesses through a comprehensive reorganization and debt recapitalization. Under the Plan, the claims of creditors will be paid, either in full or in part, through issuance of cash, debt or equity interests in Reorganized DDi Corp. (as defined below) and DDi Europe (as defined below) and will otherwise be discharged.

Sent to you in the same envelope with this document is the Debtors’ Joint Disclosure Statement. The Disclosure Statement (as defined below) has been approved by the Bankruptcy Court and it is being provided along with the Plan in order to provide you with critical information about the Debtors and to help you understand the Plan. The Disclosure Statement discusses the Debtors’ history, businesses, properties, and results of operations and contains a summary and discussion of this Plan. Holders of Claims (as defined below) and Equity Interests (as defined below) are encouraged to read the Disclosure Statement. No solicitation materials, other than the

Disclosure Statement and related materials transmitted therewith and approved for solicitation purposes by the Bankruptcy Court, have been authorized for use in soliciting acceptances or rejections of this Plan.

The Ad Hoc Convertible Note Holder Committee (as defined below), DDi Europe, DDi Intermediate Holdings Corp., Dynamic Details, Incorporated and Dynamic Details, Incorporated, Silicon Valley are co-sponsors of the Plan (the “Co-Sponsors”), with the rights of Plan proponents. This means that these groups have participated in the development of the Plan, and they have agreed to perform certain obligations in connection with the Plan provided that the Plan is confirmed by the Bankruptcy Court and certain other conditions are satisfied.

II. DEFINITIONS, INTERPRETATION AND RULES OF CONSTRUCTION

2.1 Definitions.

The following defined terms are used in this document. Any capitalized term used but not defined herein, but that is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to it in the Bankruptcy Code or Bankruptcy Rules.

2.1.1 5.25% Convertible Subordinated Debt Parties. The 5.25% Convertible Subordinated Note Holders, the 5.25% Underwriters and the 5.25% Trustee.

2.1.2 5.25% Convertible Subordinated Notes. The 5.25% Convertible Subordinated Notes due 2008 issued by DDi Corp.

2.1.3 5.25% Convertible Subordinated Note Indenture. That certain subordinated indenture dated as of February 20, 2001 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Corp. and the 5.25% Trustee, pursuant to which the 5.25% Convertible Subordinated Notes were issued.

2.1.4 5.25% Convertible Subordinated Note Holders. All Holders of the 5.25% Convertible Subordinated Notes.

2.1.5 5.25% Trustee. U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the 5.25% Convertible Subordinated Note Indenture.

2.1.6 5.25% Underwriters. Credit Suisse First Boston Corp. and Robertson Stephens, Inc. as underwriters of the 5.25% Convertible Subordinated Notes.

2.1.7 6.25% Convertible Subordinated Debt Parties. The 6.25% Convertible Subordinated Note Holders, the 6.25% Underwriters and the 6.25% Trustee.

2.1.8 6.25% Convertible Subordinated Notes. The 6.25% Convertible Subordinated Notes due 2007 issued by DDi Corp.

2.1.9 6.25% Convertible Subordinated Note Indenture. That certain indenture dated as of April 2, 2002 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Corp. and the 6.25% Trustee, pursuant to which the 6.25% Convertible Subordinated Notes were issued.

2.1.10 6.25% Convertible Subordinated Note Holders. All Holders of the 6.25% Convertible Subordinated Notes.

2.1.11 6.25% Trustee. U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the 6.25% Convertible Subordinated Note Indenture.

2.1.12 6.25% Underwriters. Robertson Stephens, Inc. and JPMorgan Securities, Inc. as underwriters of the 6.25% Convertible Subordinated Notes.

2.1.13 Ad Hoc Convertible Note Holder Committee. The group of Holders of Convertible Subordinated Notes who formed a committee chaired by Tablerock Fund Management, LLC. and represented by Stutman, Treister & Glatt Professional Corporation.

2.1.14 Ad Hoc Senior Discount Note Holder Committee. The group of Holders of the Senior Discount Notes, AIG Global Investment Corp. and JPMorgan Partners (BHCA), L.P., who formed a committee represented by Hahn & Hessen LLP.

2.1.15 Ad Hoc Committees. Collectively, the Ad Hoc Convertible Note Holder Committee and Ad Hoc Senior Discount Note Holder Committee.

2.1.16 Administrative Agent. JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), in its capacity as the arranger of the Commitments (as defined in the Pre-Restructuring Loan Documents), and as collateral, co-syndication, and administrative agent for the Secured Lenders.

2.1.17 Administrative Claim. Any Claim for any cost or expense of administration of the Cases allowable under section 330, 331, 503(b), or 507(a)(1) of the Bankruptcy Code, and the fees and expenses relating to the Ad Hoc Committees as described above, including without limitation, any actual and necessary post-petition expenses of preserving the Estates of the Debtors, any actual and necessary post-petition expenses of operating the business of the Debtors in Possession including post-petition taxes, all compensation or reimbursement of expenses to the extent allowed by the Bankruptcy Court under sections 330, 331, or 503 of the Bankruptcy Code, the fees and expenses of each Professional retained by the Ad Hoc Committees which retentions have been approved by the Debtors and the Required Lenders, and the expenses of the members of the Ad Hoc Committees as each would be allowed under section 503(b) of the Bankruptcy Code if the Ad Hoc Committees were an official committee under section 1102 of the Bankruptcy Code, and any fees or charges assessed against the Estates of the Debtors under section 1930 of Title 28 of the United States Code.

2.1.18 Administrative Claims Bar Date. The last date or dates fixed by the Plan or the Bankruptcy Court for filing proofs or requests for payment of certain Administrative Claims pursuant to Section 4.1.2.B. of the Plan, Rule 3003(c)(3) of the Bankruptcy Rules, or any order of the Bankruptcy Court.

2.1.19 Affiliate. “Affiliate” shall have the meaning set forth in section 101(2) of the Bankruptcy Code.

2.1.20 Allowed. When used to describe a Claim or Claims, such Claim or Claims to the extent that it or they are an “Allowed Claim” or “Allowed Claims.”

2.1.21 Allowed Class 1 Claims. Each of the Secured Lenders shall, for purposes of distribution and treatment under the Plan, be deemed to have an Allowed Claim under Class 1 for DDi Capital’s guarantee of the Pre-Restructuring Loan Documents and Pre-Restructuring Bank Indebtedness, which guarantee is secured by a pledge of the stock of Details, and need not file a proof of claim with respect thereto.

2.1.22 Allowed Class 5 Claims. A beneficial owner of the Senior Discount Notes of record as of the Effective Date shall, for purposes of distribution under the Plan, be deemed to have an Allowed Claim under Class 5 for the outstanding principal amount of the Senior Discount Notes and the Existing Senior Discount Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

2.1.23 Allowed Class 6a Claims. A beneficial owner of the 5.25% Convertible Subordinated Notes of record as of the Effective Date shall, for purposes of distribution under the Plan, be deemed to have an Allowed Claim under Class 6a for the outstanding principal amount of the 5.25% Convertible Subordinated Notes and the 5.25% Convertible Subordinated Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

2.1.24 Allowed Class 6b Claims. A beneficial owner of the 6.25% Convertible Subordinated Notes of record as of the Effective Date shall, for purposes of distribution under the Plan, be deemed to have an Allowed Claim under Class 6b for the outstanding principal amount of the 6.25% Convertible Subordinated Notes and the 6.25% Convertible Subordinated Note Indenture owned by such beneficial owner plus accrued and unpaid interest as of the Petition Date, and need not file a proof of claim with respect thereto.

2.1.25 Allowed Amount shall mean:

(i) with respect to any Administrative Claim (i) if the Claim is based upon a Fee Application, the amount of such Fee Application that has been approved by a Final Order of the Bankruptcy Court; (ii) if the Claim is based upon any indebtedness or obligation incurred in the ordinary course of business of the Debtors and is not otherwise subject to an Administrative Claim Bar Date, the amount of such Claim that has been agreed to by the Debtors and such creditor, failing which, the amount thereof as fixed by a Final Order of the Bankruptcy Court; or (iii) if the Holder of such Claim was required to file and has filed proof thereof with the Bankruptcy Court prior to an Administrative Claim Bar Date, (l) the amount stated in such proof if no objection to such proof of claim is interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court, or (2) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules or the Bankruptcy Court. The Allowed Amount of any Administrative Claim which is subject to an Administrative Claims Bar Date and not filed by the applicable Administrative Claims Bar Date shall be zero, and no distribution shall be made on account of any such Administrative Claim;

(ii) with respect to any Claim which is not an Administrative Claim, a Deficiency Claim, Allowed Class 1 Claim, Allowed Class 5 Claim, Allowed Class 6a Claim or Allowed Class 6b Claim (all “Other Claim”): (i) if the Holder of such Other Claim did not file proof thereof with the Bankruptcy Court on or before the Claims Bar Date, the amount of such Claim as listed in the Debtors’ Schedules as neither disputed, contingent or unliquidated; or (ii) if the Holder of such Claim has filed proof thereof with the Bankruptcy Court on or before the Claims Bar Date, (a) the amount stated in such proof if no objection to such proof of claim was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court, or (b) the amount thereof as fixed by Final Order of the Bankruptcy Court if an objection to such proof was interposed within the applicable period of time fixed by the Bankruptcy Code, the Bankruptcy Rules, the Plan or the Bankruptcy Court. The Allowed Amount of any Other Claim which is not filed by the applicable Claims Bar Date,

is not listed on the Debtors’ Schedules, is listed as disputed, unliquidated, contingent, unknown or in a zero amount or is not allowed under the terms of the Plan, shall be zero, and no distribution shall be made on account of any such Claim;

(iii) with respect to any Deficiency Claim, the amount thereof as fixed by Final Order of the Bankruptcy Court. The Allowed Amount of any Deficiency Claim which is not filed by the Claims Bar Date shall be zero, and no distribution shall be made on account of any such Deficiency Claim;

(iv) with respect to any Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims, the outstanding principal amount plus any accrued and unpaid interest due under their respective agreements as of the Petition Date, as the case may be;

(v) with respect to the Allowed Class 1 Claims in the aggregate, the amount of $72,892,916.17 plus fees and interest thereon; and

(vi) with respect to any Equity Interest, (i) the amount provided by or established in the records of the Debtors at the Confirmation Date, provided, however, that a timely filed proof of Equity Interest shall supersede any listing of such Equity Interest on the records of the Debtors; or (ii) the amount stated in a proof of Equity Interest filed prior to the Confirmation Date if no objection to such Equity Interest was filed prior to the Confirmation Date or such later date as the Bankruptcy Court allows; or (iii) the amount of such Equity Interest as fixed by a Final Order of the Bankruptcy Court.

2.1.26 Allowed Claim. Except as otherwise provided in this Plan (including with respect to those Classes for which the amount of the Allowed Claims is specified by this Plan), a Claim to the extent (and only to the extent) of the Allowed Amount of such Claim.

2.1.27 Allowed Claim or Allowed Class Claim. A Claim of the type specified or in the Class specified that is also an Allowed Claim (i.e., an Allowed Secured Claim is a Secured Claim that is also an Allowed Claim, and an Allowed Class 3 Claim is a Claim classified in Class 3 that is an Allowed Claim).

2.1.28 Allowed Equity Interest. Any Equity Interest to the extent, and only to the extent, of the Allowed Amount of such Equity Interest.

2.1.29 Allowed Superpriority Administrative Expense Claim. An Allowed Administrative Expense Claim of the Secured Lenders pursuant to Sections 503((b)(1), 507(a) and 507(b) of the Bankruptcy Code with priority in payment over any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code including, without limitation, sections 105, 326, 328, 330, 331 and 726 of the Bankruptcy Code, and shall at all times be senior to the rights of the Debtors, and any successor trustee or any creditor in the Chapter 11 Cases or any subsequent proceedings under the Bankruptcy Code.

2.1.30 Amended and Restated DDi Corp. Bylaws. The amended and restated Bylaws for Reorganized DDi Corp., which shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.31 Amended and Restated DDi Corp. Certificate of Incorporation. The amended and restated certificate of incorporation of Reorganized DDi Corp., which shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.32 Amended and Restated DDi Europe Articles of Association. The amended and restated articles of association of DDi Europe, which shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.33 Ballots. Each of the ballot forms distributed with the Disclosure Statement to each Holder of an impaired Claim or Equity Interest (other than to Holders not entitled to vote on the Plan) upon which is to be indicated among other things, acceptance or rejection of the Plan.

2.1.34 Bankruptcy Code. The Bankruptcy Reform Act of 1978, as amended, as set forth in Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as applicable to the Cases.

2.1.35 Bankruptcy Court. The United States Bankruptcy Court for the Southern District of New York, having jurisdiction over the Cases and, to the extent of any withdrawal of

the reference made pursuant to section 157 of Title 28 of the United States Code, the United States District Court for the Southern District of New York, or, in the event such courts cease to exercise jurisdiction over the Cases, such court or unit thereof that exercises jurisdiction over the Cases in lieu thereof.

2.1.36 Bankruptcy Rules. Collectively, as now in effect or thereafter amended and as applicable to the Cases, (i) the Federal Rules of Bankruptcy Procedure, and (ii) the Local Bankruptcy Rules and General Orders applicable to cases pending before the Bankruptcy Court.

2.1.37 Borrowers. Dynamic Details, Incorporated, a California corporation, and Dynamic Details, Incorporated, Silicon Valley, a Delaware corporation, as borrowers under the Pre-Restructuring Loan Documents.

2.1.38 Budget and Funding Agreement. That certain Budget and Funding Agreement, dated as of August 1, 2003 by and among the Debtors, Details, DDISV, each Subsidiary Guarantor (as defined therein), the Administrative Agent and the Professionals (as defined therein) signatory thereto.

2.1.39 Business Day. Any day, other than a Saturday, a Sunday or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).

2.1.40 Cases. The Chapter 11 cases commenced by the Debtors on the Petition Date and pending before the Bankruptcy Court.

2.1.41 Cash. Currency of the United States of America and cash equivalents, including, but not limited to, bank deposits, immediately available or cleared checks, drafts, wire transfers and other similar forms of payment.

2.1.42 Causes of Action. All actions, causes of action, omissions, courses of conduct, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, variances, trespasses, damages, judgments, extents, executions, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payments, Claims and demands whatsoever in law, admiralty, equity or otherwise, whether known or unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated,

fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured and whether asserted or assertable directly or derivatively in law, equity or otherwise.

2.1.43 Claim. All claims (as such term is defined in Section 101(5) of the Bankruptcy Code), counterclaims, setoffs, recoupment, demands, causes of action, obligations, damages, liabilities, indebtedness, obligations, debts (as such term is defined in Section 101(13) of the Bankruptcy Code), demands, guaranties, options, rights, contractual commitments, restrictions, interests and matters of any kind and nature, and whether imposed by agreement, understanding, law, equity or otherwise, including, but not limited to, any claims that were or could have been brought under Chapter 5 of the Bankruptcy Code, whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due, and shall include (a) any right to payment from any of the Debtors, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from any of the Debtors, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.

2.1.44 Claims Bar Date. For any Claim other than an Administrative Claim, September 30, 2003, or such other deadline for filing such Claim as has been established under any order of the Bankruptcy Court.

2.1.45 Claims Objection Deadline. The later of (i) November 28, 2003 or (ii) such greater period of limitation as may be fixed or extended by the Bankruptcy Court on request of a Debtor or Reorganized Debtor or by agreement between a Debtor or Reorganized Debtor and the Holder of the Claim, but in no event later than December 2, 2003.

2.1.46 Class. Each group of Claims or Equity Interests classified in Article V of the Plan pursuant to sections 1122 and 1123 of the Bankruptcy Code.

2.1.47 Co-Sponsors. Co-Sponsors shall have the meaning set forth in Section I of the Plan.

2.1.48 Co-Syndication Agent. Bankers Trust Company as documentation and co-syndication agent of the Pre-Restructuring Loan Documents.

2.1.49 Collateral. Any property or interest in property of the Debtors’ Estates subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state law.

2.1.50 Confirmation. Entry of the Confirmation Order by the Bankruptcy Court.

2.1.51 Confirmation Date. The date on which the Confirmation Order is entered in the Bankruptcy Court’s docket.

2.1.52 Confirmation Hearing. The hearing to consider confirmation of the Plan pursuant to section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time.

2.1.53 Confirmation Order. The order entered by the Bankruptcy Court confirming the Plan in accordance with the provisions of Chapter 11 of the Bankruptcy Code, which order shall be submitted to the Court in form and substance satisfactory to the Co-Sponsors and the Required Lenders.

2.1.54 Convertible Subordinated Notes. Collectively, the 5.25% Convertible Subordinated Notes and the 6.25% Convertible Subordinated Notes.

2.1.55 Convertible Subordinated Note Indentures. Collectively, the 5.25% Convertible Subordinated Note Indenture and the 6.25% Convertible Subordinated Note Indenture.

2.1.56 Convertible Subordinated Note Holders. All Holders of the Convertible Subordinated Notes.

2.1.57 Creditor. Any Person who is the Holder of a Claim against any Debtor that arose or accrued or is deemed to have arisen or accrued or to have matured, or otherwise become due, owing, and payable on or before the Petition Date, including without limitation, Claims of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code.

2.1.58 DDi Capital. DDi Capital Corp., a California corporation.

2.1.59 DDi Corp. DDi Corp., a Delaware corporation.

2.1.60 DDi Europe. DDi Europe Limited, a company registered in England and Wales and a non-debtor affiliate of DDi Corp.

2.1.61 DDi Intermediate. DDi Intermediate Holdings Corp., a California corporation and a non-debtor affiliate of DDi Corp.

2.1.62 DDISV. Dynamic Details, Incorporated, Silicon Valley, a Delaware corporation and a non-debtor affiliate of DDi Corp.

2.1.63 Debtor(s). Individually or collectively, DDi Corp. and DDi Capital.

2.1.64 Debtors-in-Possession. The Debtors when each is acting in the capacity of representative of the Estates in the Cases.

2.1.65 Deficiency Claim. That portion of any Claim of a Creditor secured by a Lien on, security interest in or charge against property of the Estate or that is subject to setoff under the Bankruptcy Code section 553, to the extent that the value of such Creditor’s interest in the Estate’s interest in such property or to the extent that the amount subject to setoff, as applicable, as determined pursuant to Bankruptcy Code section 506(a), is less than the amount of the Claim.

2.1.66 Details. Dynamic Details, Incorporated, a California corporation and a non-debtor affiliate of DDi Corp.

2.1.67 Disclosure Statement. That certain document entitled Disclosure Statement for Plan of Reorganization of DDi Corp. and DDi Capital under Chapter 11 of the Bankruptcy Code Filed in the Cases by the Debtors, including the Exhibits attached thereto, either in its present form or as it may be amended, restated, supplemented, or otherwise modified from time to time.

2.1.68 Disclosure Statement Hearing. The hearing(s) held pursuant to Bankruptcy Code section 1125(b) and Bankruptcy Rule 3017(a), including any continuances thereof, at which the Bankruptcy Court considered the adequacy of the Disclosure Statement.

2.1.69 Disputed Administrative Claim. Any Administrative Claim that is not an Allowed Administrative Claim.

2.1.70 Disputed Claim. All or any part of a Claim, other than any Allowed Amount thereof or the Allowed Class 1 Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and the Allowed Class 6b Claims, as to which any one of the following applies: (i) no proof of claim has been filed with respect to such Claim, and either (a) the Claim is not listed in the Schedules, or (b) the Claim is listed in the Schedules as unliquidated, disputed, contingent, unknown or in a zero amount, (ii) the Claim is the subject of a timely objection or request for estimation in accordance with the Bankruptcy Code, the Bankruptcy Rules, any applicable orders of the Bankruptcy Court, or the Plan which is Filed on or before the Claims Objection Deadline, which objection or request for estimation has not been withdrawn or determined by a Final Order, or (iii) the Claim is otherwise treated as a “Disputed Claim” pursuant to this Plan. In addition, prior to the earlier of (i) the Claims Objection Deadline, and (ii) such date as the Bankruptcy Court allows the Claim pursuant to a Final Order, any Claim whose Allowed Amount is not specified under the Plan or that is not Allowed under the Plan that is evidenced by a proof of claim shall be deemed a Disputed Claim for purposes of calculating and making any distributions under this Plan if: (a) no Claim corresponding to the proof of claim is listed in the Schedules, (b) the Claim corresponding to the proof of claim is listed in the Schedules as disputed, contingent, unliquidated, unknown, or in a zero amount, (c) the amount of the Claim as specified in the proof of claim exceeds the amount of any corresponding Claim listed in the Schedules as not disputed, not contingent, and liquidated, but only to such extent, or (d) the priority or classification of the Claim as specified in the proof of claim differs from the priority of any corresponding Claim listed in the Schedules.

2.1.71 Disputed Claim or Disputed Class Claim. A Claim of the type specified or in the Class specified that is also a Disputed Claim (i.e., a Disputed Tax Claim is a Tax Claim that is also a Disputed Claim, and a Disputed Class 5 Claim is a Claim classified in Class 5 that is also a Disputed Claim).

2.1.72 Distribution Agent. Reorganized DDi. Corp.

2.1.73 Distribution Record Date. The record date for purposes of making distributions under the Plan on account of Allowed Claims and Equity Interests, which date shall be the Effective Date.

2.1.74 Effective Date. The tenth calendar day after the entry of the Confirmation Order, unless a stay of the Confirmation Order has been issued by the Court, and all conditions to the Effective Date have been satisfied or, if waivable, waived. In the event the Confirmation Order is stayed, the first business day after the stay is lifted, and all conditions to the Effective Date have been satisfied or, if waivable, waived.

2.1.75 Equity Interest. Any equity security or interest of or in any Debtor within the meaning, of Section 101(16) of the Bankruptcy Code, including, without limitation, any equity interest in any of the Debtors, whether in the form of common or preferred stock, stock options, warrants, partnership interests, membership interests, or any other equity security or interest, and includes, without limitation, any equity interest based on Existing DDi Corp. Common Stock or on any common stock of any other Debtor, and the legal, equitable, contractual and other rights, whether fixed or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell, subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.

2.1.76 Estates. The bankruptcy estates of the Debtors created pursuant to section 541 of the Bankruptcy Code by the commencement of the Cases.

2.1.77 Existing DDi Corp. Common Stock. The shares of common stock of DDi Corp., outstanding immediately prior to the Effective Date.

2.1.78 Existing Senior Discount Note Indenture. That certain indenture dated as of November 18, 1997 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Effective Date), by and between DDi Capital (f/k/a Details Holdings Corp., a California corporation) and the Senior Discount Trustee, as trustee, pursuant to which the Senior Discount Notes were issued.

2.1.79 Fee Applications. Applications of Professional Persons under sections 330, 331 or 503 of the Bankruptcy Code and the Professional Persons retained by the Ad Hoc Committees for allowance of compensation and reimbursement of expenses in the Cases.

2.1.80 Filed. Delivered to, received by and entered upon the legal docket by the Clerk of the Bankruptcy Court. “File” shall have the correlative meaning.

2.1.81 Final Order. A judgment, order, ruling or other decree issued and entered by the Bankruptcy Court or by any state or other federal court or other tribunal as to which no appeal, petition for certiorari, or other proceedings for re-argument or rehearing shall then be pending or as to which any right to appeal, petition for certiorari, reargue, or rehear shall have been waived in writing in form and substance satisfactory to the Co-Sponsors and the Required Lenders, or, in the event that an appeal, writ of certiorari, or re-argument or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court or other applicable court shall have been affirmed by the highest court to which such order or judgment was appealed, or certiorari, re-argument, or rehearing has been denied, and the time to take any further appeal, petition for certiorari, or move for re-argument or rehearing shall have expired.

2.1.82 Funding Order. The Order entered on August 20, 2003, (i) Approving the Budget and Funding Agreement, dated as of August 1, 2003 and (ii) Authorizing and Directing the Debtors’ Performance Thereunder, pursuant to Bankruptcy Code §§ 105, 361, 362, 363, 364, 503(B) and 507(B) and Federal Rule of Bankruptcy Procedure 4001(B).

2.1.83 Hedge Agreement. The terminated Hedge Agreement by and between JPMorgan Chase Bank and Dynamic Details, Incorporated, which was executed in connection with the Pre-Restructuring Loan Documents and terminated as of April 25, 2003.

2.1.84 Holder. The beneficial owner of any Interest.

2.1.85 Indentures. Collectively, the 5.25% Convertible Subordinated Note Indenture, the 6.25% Convertible Subordinated Note Indenture, and the Existing Senior Discount Note Indenture.

2.1.86 Indenture Trustee Fee Claim. Any Claim of the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee for payment of compensation for all services rendered by it under the Indentures as of the Effective Date, together with the reimbursement of all reasonable expenses, disbursements and advances incurred in connection therewith, including the reasonable compensation, expenses and disbursements of its agents and counsel.

2.1.87 Interest. (i) All Liens, (ii) all Claims, (iii) all interests of any kind or nature, including but not limited to any equity security or interest of or in any Debtor within the meaning, of section 101(16) of the Bankruptcy Code, including, without limitation, any Equity Interest in any of the Debtors, whether in the form of common or preferred stock, stock options, warrants, partnership interests, membership interests, or any other equity security or interest, and includes, without limitation, any equity interest based on Existing DDi Corp. Common Stock or on any common stock of any other Debtor, and (iv) the legal, equitable, contractual and other rights, whether fixed or contingent, matured or unmatured, disputed or undisputed, of any Person to purchase, sell, subscribe to, or otherwise acquire or receive (directly or indirectly) any of the foregoing.

2.1.88 Lien. Any mortgage, pledge, security interest, encumbrance, lien (as defined in Section 101(37) of the Bankruptcy Code) or charge of any kind (including any agreement to give the foregoing), judgments, conditions, covenants, impositions, demands, easements, any conditional sale or other title retention agreement, any lease in the nature thereof or the filing of or agreement to give any financing statement under the Laws of any jurisdiction, restrictions or charges of any kind or nature, if any, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

2.1.89 Management Incentive Plan. The Management Incentive Plan pursuant to which the Management Options will be granted which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.90 Management Options. The options to be granted under the Management Incentive Plan to the management of Reorganized DDi Corp. and its subsidiaries which shall have the material terms described in the term sheet attached as Exhibit “1” to the Plan.

2.1.91 New Common Stock. The new common stock of Reorganized DDi Corp. issued from and after the Effective Date, which shall be governed by the Amended and Restated DDi Corp. Certificate of Incorporation and shall represent all of the New Common Stock. The New Common Stock shall have the material terms described in the term sheet attached as Exhibit “2” to the Plan and in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.92 New Common Stock Registration Rights Agreement. The New Common Stock Registration Rights Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.93 New DDi Corp. Securities. Collectively, the New Common Stock, the New Warrants, and the Management Options.

2.1.94 New DDi Corp. Guarantee and Pledge Agreement. The New DDi Corp. Guarantee and Pledge Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.95 New Preferred Stock. The new preferred stock of DDi Europe, issued from and after the Effective Date, which shall be governed by the Amended and Restated DDi Europe Articles of Association and shall represent all of the New Preferred Stock. The New Preferred Stock shall have the material terms described in the term sheet attached as Exhibit “3” to the Plan and in the form attached to the Plan Documentary Supplement.

2.1.96 New Preferred Stock Registration Rights Agreement. The New Preferred Stock Registration Rights Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.97 New Senior Discount Note Indenture. The New Senior Discount Note Indenture shall have the material terms described in the term sheet attached as Exhibit “4” to the

Plan and in the form of the New Senior Discount Note Indenture attached as an Exhibit to the Plan Documentary Supplement.

2.1.98 New Warrant Agreements. Collectively, the Secured Lender Warrant Agreement and the Senior Discount Warrant Agreement.

2.1.99 New Warrants. Collectively, the Secured Lender Warrants and the Senior Discount Warrants.

2.1.100 Person. An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, estate, association, unincorporated association, joint venture, governmental authority, Professional, governmental unit, Committee or other entity of whatever nature.

2.1.101 Petition Date. The date on which each Debtor filed its petition for relief under Chapter 11 of the Bankruptcy Code, i.e., August 20, 2003.

2.1.102 Plan. The Joint Plan of Reorganization as set forth herein, including the Exhibits thereto and the Plan Documents, as the same may be amended or modified from time to time in accordance with section 15.1 of this Plan.

2.1.103 Plan Documentary Supplement. A supplement to this Plan, containing various documents relating to the implementation of the Plan, to be Filed with the Bankruptcy Court no later than ten (10) Business Days prior to the commencement of the hearing on confirmation of the Plan, as said supplement may be amended from time to time at any time prior to the Effective Date with the consent of the Co-Sponsors and the Required Lenders.

2.1.104 Plan Documents. Collectively, the Amended and Restated DDi Corp. Certificate of Incorporation; the Amended and Restated DDi Corp. Bylaws, the Amended and Restated DDi Europe Articles of Association, the New Warrant Agreements, the Management Incentive Plan, the Registration Rights Agreements, the New Senior Discount Note Indenture and any other documents required by the Plan, excluding any of the Restructuring Loan Documents (other than the Secured Lender Warrant Agreement, the New Common Stock

Registration Rights Agreement and the New DDi Corp. Guarantee and Pledge Agreement), or determined by the Co-Sponsors and the Required Lenders to be necessary or advisable to implement the Plan. The Plan Documents shall be in form and content acceptable to the Co-Sponsors and the Required Lenders. Final or near-final versions of the Plan Documents shall be filed with the clerk of the Bankruptcy Court as part of the Plan Documentary Supplement as early as practicable (but in no event later than ten (10) Business Days prior to the commencement of the Confirmation Hearing or on such other date as the Bankruptcy Court may establish).

2.1.105 Pre-Restructuring Bank Indebtedness. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit ”5” to the Plan.

2.1.106 Pre-Restructuring Loan Documents. The Amended and Restated Credit Agreement, dated as of July 23, 1998 and as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002, the Seventh Amendment, dated as of June 27, 2003 and the Eighth Amendment, dated as of August 1, 2003 (as amended, supplemented or otherwise modified prior to the Petition Date, the “Pre-Restructuring Credit Agreement”), among Details, DDISV, the Secured Lenders, the Administrative Agent and the Co-Syndication Agent, and all collateral and ancillary documentation executed in connection therewith, including, without limitation, the Hedge Agreement, with any Secured Lender or any Affiliate of any Secured Lender.

2.1.107 Priority Claim. Any Claim, other than an Administrative Claim or a Tax Claim, to the extent entitled to priority under Section 507(a) of the Bankruptcy Code.

2.1.108 Pro Rata. Proportionately, so that with respect to any distribution in respect of any Allowed Claim, the ratio of (a)(i) the amount of property distributed on account of such Allowed Claim to (ii) the amount of such Allowed Claim, is the same as the ratio of

(b)(i) the amount of property distributed on account of all Allowed Claims of the Class or Classes sharing in such distribution to (ii) the amount of all Allowed Claims in such Class or Classes.

2.1.109 Professional. A Person or Entity (a) employed by the Debtors in Possession pursuant to a Final Order in accordance with sections 327 and 1103 of the Bankruptcy Code and to be compensated for services rendered prior to the Effective Date, pursuant to sections 327, 328, 329, 330 and 331 of the Bankruptcy Code, (b) employed by the Ad Hoc Committees, which retentions have been approved by the Debtors and the Required Lenders and to be compensated for services rendered prior to the Effective Date as would be allowed under section 503(b) of the Bankruptcy Code if the Ad Hoc Committees were an official committee or (c) for which compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b) of the Bankruptcy Code.

2.1.110 Professional Fees. All Allowed Claims of Professionals for compensation and for reimbursement of expenses under sections 328, 330 and/or 503(b) of the Bankruptcy Code, and the Administrative Claims of the Professionals for the Ad Hoc Committees.

2.1.111 Registration Rights Agreements. Collectively, the New Common Stock Registration Rights Agreement and the New Preferred Stock Registration Rights Agreement.

2.1.112 Released Claims. Any and all of the following Claims and Causes of Action that arose up to and including the Effective Date and/or relate to, in any way, any Claims or Causes of Action that arose up to and including the Effective Date:

(i) actions or omissions or courses of conduct of any Released Party with respect to any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of their respective subsidiaries is or was a borrower or guarantor, the Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes, the Senior Discount Notes or

any investment (direct or indirect) in any common or preferred equity of any of the Debtors (including, without limitation, any action or omission of any Released Party with respect to the issuance, acquisition, holding, voting or disposition of any such investment),

(ii) actions or omissions or courses of conduct of any Released Party as an officer, director, employee or agent of, or advisor to, any of the Debtors, the Debtors’ respective subsidiaries, the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties or the Senior Discount Parties,

(iii) disclosures made or not made by any person to any current or former Holder of any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of the Debtors’ respective subsidiaries is or was a borrower or a guarantor, the Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes or the Senior Discount Notes,

(iv) consideration paid in respect of any investment (direct or indirect) by any Person in any indebtedness arising under or with respect to any credit facility or any other arrangement under which any of the Debtors or any of the Debtors’ respective subsidiaries is or was a borrower or a guarantor, Pre-Restructuring Loan Documents, the 5.25% Convertible Subordinated Notes, the 6.25% Convertible Subordinated Notes, the Senior Discount Notes, any common or preferred equity investment (direct or indirect) in any of the Debtors or in respect of any services provided or to be provided to any of the Debtors under any management agreement or otherwise,

(v) Claims for equitable subordination or other recharacterization of any claim of any of the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties and the Senior Discount Parties,

(vi) avoidance Claims the Debtors and their respective Estates have or may have against any of the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties and the Senior Discount Parties under

Sections 542, 543, 544, 547, 548, 549, 553, or 724(a) of the Bankruptcy Code, under applicable state law or otherwise, in respect of any payments or transfers made, obligations incurred or any contracts, agreements or arrangements involving any of the Released Parties,

(vii) any fiduciary duty of any of the Released Parties to any of the Debtors or their respective Estates or which the Estates might have asserted or any of their creditors or Holders,

(viii) actions taken or not taken or course of conduct in connection with the contemplated Plan, the restructuring and the petitions or otherwise in respect in the Chapter 11 Cases and

(ix) Claims, obligations, rights, Causes of Action and liabilities which the Debtors and any of their respective successors, assigns, affiliates and subsidiaries (other than DDi Europe and its European subsidiaries) may assert against the Released Parties, whether for tort, fraud, contract, violations of federal or state securities laws, or otherwise, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, based in whole or in part upon any act or omission, transaction, or other occurrence taking place on or before the Confirmation Date, in any way relating to the Chapter 11 Cases, the Restructuring or the Plan; provided, however, that Released Claims shall not include Claims or Causes of Action arising out of any such Released Party’s gross negligence or willful misconduct.

2.1.113 Released Parties. The Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties, the Senior Discount Parties, the Creditors’ Committee (if any) and each of the members, the Ad Hoc Committees and each of the members, and any and all of such parties’ respective predecessors, successors and assigns, past, current and future principals, affiliates, agents, officers, directors, employees, shareholders, partners, members, affiliates, representatives, attorneys, financial advisors, investment bankers, agents or other professionals.

2.1.114 Reorganized DDi Corp. DDi Corp., as reorganized on and after the Effective Date.

2.1.115 Reorganized Debtors. The Debtors, as reorganized under the terms of the Plan on and after the Effective Date, and any successors thereto by merger, consolidation, acquisition, or otherwise.

2.1.116 Required Lenders. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit “5” to the Plan.

2.1.117 Restructuring. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit “5” to the Plan.

2.1.118 Restructuring Loan Documents. This term shall have the meaning ascribed to such term in the term sheet attached as Exhibit “5” to the Plan.

2.1.119 Restructuring Support Agreement. That certain agreement (together with exhibits, annexes and attachments thereto) dated as of August 1, 2003, by and among DDi Corp., DDi Intermediate, DDi Capital, Details, DDISV, their respective subsidiaries and affiliates and one hundred percent (100%) of the Holders of the Pre-Restructuring Bank Indebtedness.

2.1.120 Schedules. The schedules of assets and liabilities and list of equity security Holders Filed by the Debtors, as required by section 521(1) of the Bankruptcy Code, Bankruptcy Rules 1007(a)(1) and (3) and (b)(1), and Official Bankruptcy Form No. 6, as amended from time to time.

2.1.121 Secured Claim. Any Claim, including interest, fees, costs, and charges to the extent allowable pursuant to Bankruptcy Code section 506(b) and the Plan, that is secured by a valid and unavoidable Lien on property in which the Debtors have, or any of them or any Estate has, an interest or that is subject to recoupment or setoff under Section 553 of the Bankruptcy Code, to the extent of the value of such Holder’s interest in the Debtors, any Debtor’s or any Estate’s interest in the property, determined pursuant to Section 506(a) of the Bankruptcy Code.

2.1.122 Secured Lender Warrant Agreement. The agreement pursuant to which the Secured Lender Warrants will be issued which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.123 Secured Lender Warrant Escrow Agreement. The Secured Lender Warrant Escrow Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.124 Secured Lender Warrants. The warrants issuable to the Secured Lenders which shall have the material terms described in the term sheet attached as Exhibit “5” to the Plan.

2.1.125 Secured Lenders. The several banks and other financial institutions from time to time parties to the Pre-Restructuring Loan Documents.

2.1.126 Senior Debt Parties. The Secured Lenders, the Administrative Agent and the Co-Syndication Agent.

2.1.127 Senior Discount Notes. The 12.5% Senior Discount Notes due 2007 issued by DDi Capital.

2.1.128 Senior Discount Note Holders. All Holders of the Senior Discount Notes.

2.1.129 Senior Discount Parties. The Senior Discount Note Holders and the Senior Discount Trustee.

2.1.130 Senior Discount Trustee. Wilmington Trust Company, as successor trustee to U.S. Bank National Association, as successor in interest to The State Street Bank and Trust Company, in its capacity as indenture trustee under the Existing Senior Discount Note Indenture.

2.1.131 Senior Discount Warrant Agreement. The agreement pursuant to which the Senior Discount Warrants will be issued which shall be in the form attached as an Exhibit to the Plan Documentary Supplement.

2.1.132 Senior Discount Warrants. The warrants issuable to the Senior Discount Note Holders which shall have the material terms described in the term sheet attached as Exhibit “4” to the Plan.

2.1.133 Tax. Any tax, charge, fee, levy, impound or other assessment by any federal, state, local or foreign taxing authority, including, without limitation, income, excise, property, sales, transfer, employment, payroll, franchise, profits, license, use, ad valorem, estimated, severance, stamp, occupation and withholding tax. “Tax” shall include any interest or additions attributable to, or imposed on or with respect to such assessments.

2.1.134 Tax Claim. Any Claim for any Tax to the extent that it is entitled to priority in payment under Section 507(a)(8) of the Bankruptcy Code.

2.1.135 Unclaimed Property. All Cash, DDi Corp. Securities, and New Preferred Stock deemed to be “Unclaimed Property” pursuant to Sections 9.6 and 9.7 of the Plan.

2.1.136 Unsecured Claim. A Claim against any Debtor that is not (a) a Secured Claim, (b) an Administrative Claim, (c) a Tax Claim or (d) a Priority Claim.

2.2 Rules of Construction. For purposes of this Plan, unless otherwise provided herein, (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; (b) each pronoun stated in the masculine, feminine or neuter includes the masculine, feminine and neuter; (c) any reference in this Plan to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified or supplemented pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or Equity Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections, Articles and Exhibits are references to Sections, Articles and Exhibits of or to this Plan; (f) the words “herein,” hereunder” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; and (g) unless otherwise provided in the Plan, any reference in this Plan to a contract, instrument, release, indenture, agreement, or other document being in a particular form or non particular terms and conditions means that such document shall be substantially and materially in such

form or substantially and materially on such terms and conditions; (h) any reference in the Plan to a document, schedule, or exhibit to the Plan, Plan Documentary Supplement, or Disclosure Statement Filed or to be Filed means such document, schedule, or exhibit, as it may have been or may be amended, modified, or supplemented; and (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent such rules are not inconsistent with the express terms of the Plan or any other provision in this section 2.2.

2.3 Plan Documentary Supplement. Forms or summaries of certain documents referred to herein will be contained in a separate Plan Documentary Supplement, which the Debtors shall file with the Bankruptcy Court and may amend from time to time with the consent of the Co-Sponsors and the Required Lenders prior to the Effective Date. A copy of the Plan Documentary Supplement may be obtained from counsel for the Debtors, at the address set forth in section 16.5 of the Plan, upon written request.

2.4 Exhibits. All Exhibits to the Plan and all documents contained in the Plan Documentary Supplement are incorporated into and are a part of the Plan as if set forth in full herein.

III. JOINT PLAN; NO SUBSTANTIVE CONSOLIDATION

This Plan, although proposed jointly, constitutes a separate plan proposed by each of the Debtors. The Debtors’ respective Chapter 11 estates remain legally separate. Each Debtor is only assuming liability under the Plan for the claims properly chargeable to such Debtor and for no others. Accordingly, except as expressly provided herein, the classifications set forth below shall be deemed to apply separately with respect to each Plan proposed by each Debtor.

IV. UNCLASSIFIED CLAIMS

As required by the Bankruptcy Code, the Plan places claims and interests into various Classes according to their right to priority. However, certain types of claims are not classified in any Classes under the Plan. These claims are deemed “unclassified” under the provisions of the Bankruptcy Code. They are not considered impaired and they do not vote on the Plan, because

they are automatically entitled to specific treatment provided for them in the Bankruptcy Code. As such, the Debtors have not placed the following claims in a class. The treatment of these unclassified claims is as provided below.

4.1 Administrative Claims. Administrative Claims are generally claims for the expenses of administering the Debtors’ Cases that are allowed under Code section 507(a)(1). The Bankruptcy Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The treatment of Administrative Claims is as described below.

4.1.1 Payment Generally. Except to the extent that the Holder of an Allowed Administrative Claim agrees to a different treatment, and subject to the bar dates for Administrative Claims set forth in the following Sections, the Distribution Agent shall pay each Allowed Administrative Clam in full, in Cash or such other treatment as may be accepted by such Holder, on the later of (i) the Effective Date, (ii) within ten (10) Business Days after the date of such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date such Allowed Administrative Claim becomes due according to its terms. Notwithstanding the foregoing, any Allowed Administrative Claim representing obligations incurred in the ordinary course of post-petition business by the Debtors in Possession shall be paid in full or performed by the Reorganized Debtors in the ordinary course of business, in accordance with the terms of the particular obligation.

4.1.2 Administrative Claims Bar Date.

described in the following Section shall apply) shall be filed with the Bankruptcy Court and served upon the Co-Sponsors no later than sixty (60) days after the Effective Date (the “General Administrative Claims Bar Date”), unless such date is extended by the Bankruptcy Court after notice to the Co-Sponsors. Any such request for payment of an Administrative Claim that is subject to the General Administrative Claims Bar Date and that is not filed and served on or before the General Administrative Claims Bar Date shall be forever barred; any party that seeks payment of Administrative Claims that (i) is required to file a request for payment of such Administrative Claims and (ii) does not file such a request by the deadline established herein shall be forever barred from asserting such Administrative Claims against the Debtors, the Reorganized Debtors, their estates, or any of their property.

4.2 Superpriority Administrative Expense Claim. Pursuant to the terms and conditions of the Funding Order, the Secured Lenders and the Administrative Agent were granted the Allowed Superpriority Administrative Expense Claim pursuant to sections 503(b) and 507(b) of the Bankruptcy Code; provided, however, that the Secured Lenders have acknowledged that they will waive the Allowed Superpriority Administrative Expense Claim if

the Restructuring Transaction (as defined in Exhibit “7”) is consummated on or before January 30, 2004.

4.3 Priority Tax Claims. Priority Tax Claims are certain unsecured income, employment and other taxes described by Code section 507(a)(8). The Bankruptcy Code requires that each Holder of such a section 507(a)(8) priority tax claim receive the present value of such claim in deferred cash payments over a period not exceeding six (6) years from the date of the assessment of such tax. The total claims of this nature are estimated to be zero. At the election of the Debtors, the Holder of each Allowed Priority Tax Claim shall be entitled to receive, on account of such Claim, (i) equal cash payments on the last Business Day of each three-month period following the Effective Date, during a period not to exceed six years after the assessment of the Tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any unpaid balance from the Effective Date, calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date, (ii) such other treatment agreed to by the Holder of the Allowed Priority Tax Claim and the Debtors (or the Reorganized Debtors), provided such treatment is on more favorable terms to the Debtors (or the Reorganized Debtors after the Effective Date) than the treatment set forth in clause (i) hereof, or (iii) payment of the full Allowed Priority Tax Claim in Cash. The total Claims of this nature are estimated to be zero.

4.4 Indenture Trustee Fee Claim. The Indenture Trustee Fee Claim shall be paid directly by the Debtors on the Effective Date and shall not be deducted from any distributions to the Holders of (i) the Allowed Class 1 Claims, (ii) Allowed Class 5 Claims, (iii) Allowed Class 6a Claims or (iv) the Allowed Class 6b Claims. In addition, the Reorganized Debtors shall pay the actual, necessary and reasonable fees and expenses of the 5.25% Trustee, the 6.25% Trustee and the Senior Discount Trustee incurred after the Effective Date in connection with the distributions to be made pursuant to this Plan.

V. CLASSIFICATION OF CLAIMS AND INTERESTS

5.1 General Overview. As required by the Bankruptcy Code, the Plan places claims and interests into various Classes according to their right to priority and other relative rights. The Plan specifies whether each Class of claims or interests is impaired or unimpaired, and the Plan sets forth the treatment each Class will receive. The table below lists the Classes of Claims established under the Plan and states whether each particular Class is impaired or left unimpaired by the Plan. A Class is “unimpaired” if the Plan leaves unaltered the legal, equitable and contractual rights to which the Holders of claims or interests in the Class are entitled, with certain exceptions specified in the Bankruptcy Code.


Class	Claimants	Impaired or Unimpaired

Class 1	Allowed Class 1 Claims	Unimpaired

Class 2	Other Secured Claims	Unimpaired

Class 3	Other Priority Claims that fall within Code sections 507(a)(3), (4) and (6)	Unimpaired

Class 4	Allowed Unsecured Claims not classified in Classes 5, 6a or 6b	Unimpaired

Class 5	Allowed Class 5 Claims	Impaired

Class 6a	Allowed Class 6a Claims	Impaired

Class 6b	Allowed Class 6b Claims	Impaired

Class 7	Existing DDi Corp. Common Stock Equity Interests	Impaired

VI. PROVISIONS FOR THE TREATMENT OF CLAIMS AND INTERESTS

6.1 Class 1 - Allowed Class 1 Claims (Unimpaired). Class 1 consists of all Allowed Class 1 Claims against Debtor DDi Capital by virtue of DDi Capital’s guarantee of the Pre-Restructuring Loan Documents, which guarantee is secured by a perfected, first priority Lien on and pledge of the stock of Details (the “DDi Capital Guarantee and Pledge”). All Class 1 Claims are Allowed Class 1 Claims.

6.2 Class 2 - Other Secured Claims (Unimpaired). Class 2 consists of any other Allowed Secured Claims not otherwise classified (“Other Secured Claims”). Each Holder of an Allowed Class 2 Claim shall receive one of the following alternative treatments, at the election of the Reorganized Debtors:

(a)

(b)

The legal, equitable and contractual rights of the Allowed Other Secured Claim shall be unaltered by the Plan; or

(c)

Such Claim will be otherwise treated in any other manner so that such Claim shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

6.3 Class 3 - Other Priority Claims (Unimpaired). Class 3 consists of all Allowed Claims against the Debtors accorded priority and right of payment under section 507(a) of the Bankruptcy Code, other than a Priority Tax Claim or an Administrative Expense Claim (“Other Priority Claims”). The legal, equitable and contractual rights of the Holders of Class 3 Claims are unaltered by the Plan. Unless the Holder of such Claim and the Debtors agree to a different

treatment, each Holder of an allowed Class 3 Claim shall receive one of the following alternative treatments, at the election of the Debtors:

(a)

to the extent then due and owing on the Effective Date, such Allowed Class 3 Claim will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors;

(b)

to the extent not due and owing on the Effective Date, such Allowed Class 3 Claim (i) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors on the Effective Date or (ii) will be paid in full in Cash or such other treatment agreed to by the Holder of an Allowed Class 3 Claim by the Reorganized Debtors when and as such Claim becomes due and owing in the ordinary course of business; or

(c)

such Allowed Class 3 Claim will be otherwise treated in any other manner so that such Allowed Class 3 Claims shall otherwise be rendered unimpaired pursuant to section 1124 of the Bankruptcy Code.

Any default with respect to any Allowed Class 3 Claim that existed immediately prior to the filing of the Chapter 11 Cases shall be deemed cured by virtue of payments made upon the Effective Date. Class 3 is unimpaired and the Holders of Allowed Class 3 Claims are conclusively deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Allowed Claims in Class 3 are not entitled to vote to accept or reject the Plan. As of the date hereof, the Debtors do not believe that there are any Class 3 Claims.

6.4 Class 4 - Allowed Unsecured Claims Not Classified in Classes 5, 6a or 6b (Unimpaired). Class 4 consists of all Allowed Unsecured Claims which are not classified in Classes 5, 6a or 6b (other than the Indenture Trustee Fee Claims). Thirty (30) days after the Effective Date, each Holder of an Allowed Class 4 Claim shall receive, on account of and in full satisfaction of such Holder’s Allowed Class 4 Claim, Cash in full. As of the date hereof, the Debtors believe that there are no Class 4 Claims.

Class 4 is unimpaired and the Holders of Claims in Class 4 are not entitled to vote to accept or reject the Plan.

6.5 Class 5 - Allowed Class 5 Claims (Impaired). Class 5 consists of Allowed Class 5 Claims under the Senior Discount Notes and the Existing Senior Discount Note Indenture. On or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 5 Claims asserted against any and all Debtors, each Holder of an Allowed Class 5 Claim shall receive a Pro Rata share of (i) participation in the New Senior Discount Note Indenture and (ii) the Senior Discount Warrants.

Class 5 is impaired and the Holders of Allowed Class 5 Claims are entitled to vote to accept or reject the Plan.

6.6 Class 6a - Allowed Class 6a Claims (Impaired). Class 6a consists of Allowed Class 6a Claims. All Class 6a Claims are Allowed Class 6a Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6a Claims asserted against any and all Debtors, each Holder of an Allowed Class 6a Claim shall receive, (i) a Pro Rata share of 43.24% of the New Common Stock, subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan upon the exercise of the Management Options therein, and (B) all New Common Stock issuable upon the exercise of the New Warrants; and (ii) a Pro Rata share of 45.45% the New Preferred Stock.

6.7 Class 6b - Allowed Class 6b Claims (Impaired). Class 6b consists of Allowed Class 6b Claims. All Class 6b Claims are Allowed Class 6b Claims. On the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 6b Claims asserted against any and all Debtors, each Holder of an Allowed Class 6b Claim shall receive, (i) a Pro Rata share of 50.76% of the New Common Stock subject to dilution for (A) all New Common Stock issuable under the Management Incentive Plan upon the exercise of the Management Options therein and (B) all New Common Stock issuable upon the exercise of the New Warrants; and (ii) a Pro Rata share of 45.45% of the New Preferred Stock.

6.8 Class 7 - Existing DDi Corp. Common Stock (Impaired). Class 7 consists of the Allowed Equity Interests of all Holders of Existing DDi Corp. Common Stock. On or as soon as practicable after the Effective Date, on account of and in full and complete satisfaction of all Allowed Class 7 Equity Interests, each Holder of a Class 7 Equity Interest shall receive a Pro Rata share of 1.0% of the outstanding New Common Stock on the Effective Date, subject to dilution for (i) all New Common Stock issuable under the Management Incentive Plan upon exercise of the Management Options therein and (ii) all New Common Stock issuable upon exercise of the New Warrants.

VII. ACCEPTANCE OR REJECTION OF THE PLAN

7.1 Introduction. PERSONS OR ENTITIES CONCERNED WITH CONFIRMATION OR THIS PLAN SHOULD CONSULT WITH THEIR OWN ATTORNEYS BECAUSE THE LAW ON CONFIRMING A PLAN OF REORGANIZATION IS VERY COMPLEX. The following discussion is intended solely for the purpose of alerting readers about basic confirmation issues, which they may wish to consider, as well as certain deadlines for filing claims. The Debtors and the Co-Sponsors CANNOT and DO NOT represent that the discussion contained below is a complete summary of the law on this topic.

Many requirements must be met before the Court can confirm a Plan. Some of the requirements include that the Plan must be proposed in good faith, acceptance of the Plan, whether the Plan pays creditors at least as much as creditors would receive in a Chapter 7 liquidation, and whether the Plan is feasible. The requirements described herein are not the only requirements for confirmation.

7.2 Who May Object to Confirmation of the Plan. Certain Creditors and parties in interest may object to the confirmation of the Plan, but as explained below not everyone is entitled to vote to accept or reject the Plan.

7.3 Who May Vote to Accept/Reject the Plan. A Creditor or Equity Interest Holder has a right to vote for or against the Plan if that Creditor or Equity Interest Holder has a claim which is both (1) allowed or allowed for voting purposes and (2) classified in an impaired class.

7.3.1 What Is an Allowed Claim/Equity Interest. As noted above, a Creditor or Equity Interest Holder must first have an Allowed Claim or Allowed Equity Interest to vote. These terms are defined in sections 2.1.26 and 2.1.28 of this Plan.

7.3.2 What Is an Impaired Class. A class is impaired if the Plan alters the legal, equitable, or contractual rights of the claims or interests in that class, other than the right to accelerate the claim upon certain kinds of defaults. In this case, the Debtors believe that all classes are impaired except Classes 1, 2, 3 and 4.

7.3.3 Who is Not Entitled to Vote. The following four types of claims are not entitled to vote: (1) claims that have not been Allowed; (2) claims in unimpaired classes; (3) claims entitled to priority pursuant to Bankruptcy Code sections 507(a)(1), (a)(2), and (a)(8); and (4) claims in classes that do not receive or retain any value under the Plan. Claims in unimpaired classes are not entitled to vote because such classes are deemed to have accepted the Plan. Claims entitled to priority pursuant to Bankruptcy Code sections 507(a)(1), (a)(2), and (a)(7) are not entitled to vote because such claims are not placed in classes and they are required to receive certain treatment specified by the Bankruptcy Code. Claims in classes that do not receive or retain any property under the Plan do not vote because such classes are deemed to have rejected the Plan. The Debtors believe that all classes are entitled to vote except Classes 1, 2, 3 and 4. Classes 1, 2, 3 and 4 are unimpaired under the Plan and consequently are not entitled to vote, because they are conclusively deemed to have accepted the Plan.

EVEN IF YOUR CLAIM IS OF THE TYPE DESCRIBED ABOVE, YOU MAY STILL HAVE A RIGHT TO OBJECT TO THE CONFIRMATION OF THE PLAN.

7.3.4 Who Can Vote in More Than One Class. A Creditor whose claim has been allowed in part as a secured claim and in part as an unsecured claim is entitled to accept or reject a Plan in both capacities by casting one ballot for the secured part of the claim and another

ballot for the unsecured claim. Also, a Creditor may otherwise hold Claims in more than one class, and may vote the Claims held in each Class.

7.3.5 Votes Necessary for a Class to Accept the Plan. A class of claims is deemed to have accepted the Plan when more than one-half (1/2) in number and at least two-thirds (2/3) in dollar amount of the claims that actually voted, vote to accept the Plan.

7.3.6 Treatment of Nonaccepting Classes. As noted above, even if there are impaired classes that do not accept the proposed Plan, the Court may nonetheless confirm the Plan if the nonaccepting classes are treated in the manner required by the Bankruptcy Code and at least once impaired class of claims accepts the Plan. The process by which a plan may be confirmed and become binding on non-accepting classes is commonly referred to as “cramdown.” The Bankruptcy Code allows the Plan to be “crammed down” on nonaccepting classes of claims or interests if it meets all statutory requirements except the voting requirements of 1129(a)(8) and if the Plan does not “discriminate unfairly” and is “fair and equitable” with respect to each impaired class that has not voted to accept the Plan, as set forth in 11 U.S.C. § 1129(b) and applicable case law.

7.3.7 Request for Confirmation Despite Nonacceptance by Impaired Class(es). The parties proposing this Plan will ask the Court to confirm this Plan by cramdown on any impaired class if such class does not vote to accept the Plan.

VIII. MEANS FOR IMPLEMENTING THE PLAN

8.1 Introduction. This section is intended to explain the means through which the Debtors intend to effectuate the recapitalization and reorganization provided for under the Plan, and it addresses how the Debtors intend to fund the obligations to Creditors undertaken in the Plan. It provides information regarding prospective corporate governance, funding sources for Plan obligations, the new equity interests being issued pursuant to the Plan, and other material issues bearing upon the performance of the Plan.

8.2 The Reorganized Debtors. Each of the Debtors shall, as Reorganized Debtor, continue to exist after the Effective Date of the Plan as a separate legal entity, with all of the

powers of a corporation under the laws of their respective states of incorporation, and without prejudice to any right to alter or terminate such existence (whether by merger, acquisition, or otherwise) under such applicable state law. Each Reorganized Debtor shall continue to have all corporate powers and rights accorded to the same under the laws of the jurisdiction of its incorporation.

8.3 Issuance of New Common Stock. On the Effective Date, Reorganized DDi Corp. shall issue the New Common Stock in accordance with the Plan, consistent with the Amended and Restated DDi Corp. Certificate of Incorporation and other Plan Documents, which shall be distributed as described herein. On the Effective Date, the New Common Stock shall be issued for distribution to the Holders of Allowed Class 6a Claims, Allowed Class 6b Claims, Class 7 Equity Interests and the management of Reorganized DDi Corp The New Common Stock issued to the Holders of Allowed Class 6a Claims and Allowed Class 6b Claims shall represent 94% of the New Common Stock outstanding on the Effective Date. The New Common Stock issued to the management of Reorganized DDi Corp. shall represent 5% of the New Common Stock outstanding on the Effective Date; however, 2.5% shall be vested on the Effective Date and, subject to the Management Incentive Plan, 2.5% shall vest twelve (12) months after the Effective Date. The New Common Stock issued to the Holders of Class 7 Equity Interests shall represent 1% of the New Common Stock outstanding on the Effective Date. All shares of New Common Stock issued pursuant to the Plan will be, upon such issuance, validly issued, and non-assessable and upon payment of any applicable warrant or option exercise price, fully paid.

8.4 Issuance of Secured Lender Warrants. On the Effective Date, Reorganized DDi Corp. shall issue the Secured Lender Warrants representing 10.0% of the New Common Stock of Reorganized DDi Corp. on a fully diluted basis on the Effective Date, in accordance with the Plan, consistent with the Secured Lender Warrant Agreement, the Restructuring Loan Documents and other Plan Documents, which shall be distributed to the Secured Lenders as

described herein. The Secured Lender Warrant Agreement shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement. On the Effective Date, the Secured Lender Warrants shall be issued to the Secured Lenders ratably in accordance with their respective commitments and held in an escrow account until the twenty-four (24) month anniversary of the Effective Date (the “Second Anniversary Date”). The terms of the Secured Lender Warrants are more fully described in the term sheet attached as Exhibit “5” to the Plan.

8.5 Issuance of Senior Discount Warrants. On the Effective Date, Reorganized DDi Corp. shall issue the Senior Discount Warrants representing 2.5% of the New Common Stock of Reorganized DDi Corp. on a fully diluted basis on the Effective Date, in accordance with the Plan, consistent with the Senior Discount Warrant Agreement, the Restructuring Loan Documents and other Plan Documents, which shall be distributed to the Senior Discount Note Holders as described herein. The Senior Discount Warrant Agreement shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement. On the Effective Date, the Senior Discount Warrants shall be issued ratably to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The terms of the Senior Discount Warrants are more fully described in the term sheet attached as Exhibit “4” to the Plan.

8.6 Issuance of Management Options Under Management Incentive Plan. On the Effective Date, Reorganized DDi Corp. shall grant the Management Options under the Management Incentive Plan, in accordance with the Plan, consistent with the Management Incentive Plan and other Plan Documents. The terms of the Management Incentive Plan are more fully described in the term sheet attached as Exhibit “1” to the Plan. The Management Incentive Plan shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement.

8.7 Issuance of New Preferred Stock. On the Effective Date, DDi Europe shall issue the New Preferred Stock in accordance with the Plan, consistent with the Amended and Restated DDi Europe Articles of Association and other Plan Documents, which shall be

distributed as described herein. On the Effective Date, the New Preferred Stock shall be issued to the Holders of Class 6a and 6b Claims in accordance with sections 6.6 and 6.7 of the Plan. The Amended and Restated DDi Europe Articles of Association shall be substantially in the form attached as an Exhibit to the Plan Documentary Supplement. On the Effective Date, the New Preferred Stock shall be issued to the Holders of Class 6a Claims and Class 6b Claims. All shares of New Preferred Stock issued pursuant to the Plan will be, upon such issuance, validly issued, and non-assessable and fully paid. The terms of the New Preferred Stock are more fully described in the term sheet attached as Exhibit “3” to the Plan.

8.8 Amended and Restated Articles or Certificate of Incorporation or Charter and Bylaws. As of the Effective Date, the Certificate of Incorporation of Reorganized DDi Corp. shall be the Amended and Restated DDi Corp. Certificate of Incorporation, substantially in the form attached as an Exhibit to the Plan Documentary Supplement. The Amended and Restated DDi Corp. Certificate of Incorporation will, among other provisions, prohibit the issuance of non-voting equity securities to the extent required by section 1123(a)(6) of the Bankruptcy Code. As of the Effective Date, the Bylaws of Reorganized DDi Corp. shall be the Amended and Restated DDi Corp. Bylaws substantially in the form attached as an Exhibit to the Plan Documentary Supplement. As of the Effective Date, the Articles of Association of DDi Europe shall be the Amended and Restated DDi Europe Articles of Association, substantially in the form attached as an Exhibit to the Plan Documentary Supplement. The Amended and Restated DDi Corp. Certificate of Incorporation, Amended and Restated DDi Corp. Bylaws and the Amended and Restated DDi Europe Articles of Association shall be deemed effective as of the Effective Date by virtue of the Confirmation Order, without the need for any corporate, director or stockholder action.

8.9 Treatment of the Senior Debt Parties Under the Pre-Restructuring Loan Documents. On the Effective Date, the aggregate outstanding principal amount of indebtedness and the face amount of letters of credit under the Pre-Restructuring Loan Documents in the

amount of $72,892,916.17 and any fees and interest accrued and unpaid thereon shall be restructured, exchanged and repaid pursuant to the Restructuring Loan Documents and all the rights of the Senior Debt Parties under the Pre-Restructuring Loan Documents shall be modified, exchanged and restated as provided in the Restructuring Loan Documents. On the Effective Date, DDi Corp. shall execute and deliver (i) the New DDi Corp. Guarantee and Pledge Agreement and deliver one hundred percent (100%) of the common stock of DDi Intermediate to the Administrative Agent as Collateral pursuant thereto, (ii) the Secured Lender Warrant Agreement and shall issue the Secured Lender Warrants to the Secured Lenders pursuant thereto, (iii) the New Common Stock Registration Rights Agreement and (iv) the Secured Lender Warrant Escrow Agreement. On the Effective Date, DDi Intermediate shall pledge one hundred percent (100%) of the common stock of DDi Capital to the Administrative Agent as Collateral. The New DDi Corp. Guarantee and Pledge Agreement and the Secured Lender Warrant Agreement shall be in the form attached as an Exhibit to the Plan Documentary Supplement. The terms of the Secured Lender Warrants are more fully described in the term sheet attached as Exhibit “5” to the Plan.

8.10 Treatment of the Senior Discount Note Holders. On the Effective Date, the aggregate outstanding principal amount of the Senior Discount Notes and the fees and interest accrued and unpaid thereon shall be restructured and repaid pursuant to the New Senior Discount Note Indenture and all the rights of the Senior Discount Note Holders under the Existing Senior Discount Note Indenture shall be extinguished. The New Senior Discount Note Indenture shall be substantially in the form attached to the Plan Documentary Supplement as an Exhibit. In addition, the Senior Discount Warrants shall be issued ratably to the Senior Discount Note Holders and held in an escrow account until the Second Anniversary Date. The terms of the Senior Discount Warrants are more fully described in the term sheet attached as Exhibit “4” to the Plan.

8.11 Funding of the Plan. All Cash necessary for the Debtors to pay their obligations under the Plan shall be obtained by the Debtors from their domestic subsidiaries; provided, however, that: (a) this section 8.11 shall not create or vest in any creditor, claimant or Holder any claim against such subsidiaries; (b) the Debtors shall have the exclusive right to collect the Cash from their subsidiaries; (c) this section 8.11 shall not create, or be interpreted or construed to create, any liability of any such subsidiaries to any Person other than the Debtors; and (d) the Debtors’ rights under this section 8.11 shall not be enforceable to the extent that they would cause a breach of the Restructuring Loan Documents or the Budget and Funding Agreement.

8.12 Management/Board of Directors. On the Effective Date, the operation of the Reorganized Debtors shall become the general responsibility of the Reorganized Debtors’ newly constituted Board of Directors (each a “Board” and collectively, the “Boards”), who shall thereafter have the responsibility for the management and control of the Reorganized Debtors. Immediately following the Effective Date, the New Board of Reorganized DDi Corp. shall consist of seven members, comprised as follows: (a) Bruce McMaster, (b) David Blair, (c) two Convertible Subordinated Note Holder designees (designated by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval and (d) three Convertible Subordinated Note Holder designees (selected by the Ad Hoc Convertible Note Holder Committee prior to distribution of the Plan) which designees will be included in the Plan as sent to the Convertible Subordinated Note Holders for approval (designees will be selected from list to be developed in conjunction with Reorganized DDi Corp., the Ad Hoc Convertible Note Holder Committee and their respective advisors). Prior to or immediately following the Effective Date of the Plan, Reorganized DDi Corp. shall use commercially reasonable efforts to provide to the Ad Hoc Convertible Note Holder Committee the names of at least three directors who meet the “independence” standards of the Securities and Exchange Commission and the Nasdaq National Market (whether or not Reorganized DDi Corp. or any of the securities of Reorganized DDi Corp. are subject to such standards). After the Effective Date of the Plan, and

not less than annually thereafter, prior to any election by the stockholders or appointments by the Board (if there are not remaining at the time of any such appointment by the Board, two members of the Board who have been previously recommended as nominees by the Preferred Stock Representatives (as defined below)), two Holders of the New Preferred Stock (who initially will be Providence Capital, LLC and Tablerock Fund Management, LLC (the “Preferred Stock Representatives”), together, shall make reasonable recommendations in good faith (the “Designation Right”) to the Board (or more frequently in the event any such Holder transfers any of its shares of New Preferred Stock along with its Designation Right to an unaffiliated third party) with respect to two nominees, who shall be qualified and otherwise appropriate candidates for the Board in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board who have been recommended by such Preferred Stock Representatives in the event of an appointment by the Board. Such recommendation may be made by delivering notice thereof to Reorganized DDi Corp. within sixty (60) days after the written request by the Board of names for consideration (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). The Board shall submit a written request for names for consideration once a year (or more frequently in the event such Holder of New Preferred Stock and any transferee thereof each certify that such Holder of New Preferred Stock has transferred its shares of New Preferred Stock to such transferee). If at any time while the New Preferred Stock remains outstanding those nominees recommended by such Holders of the New Preferred Stock are not appointed by the Board to the Board (if the appointments are determined by the Board) or nominated by the Board or management of Reorganized DDi Corp. for election by the stockholders of Reorganized DDi Corp. to the Board, then as a remedy to the Holders of the New Preferred Stock, for breach of the Designation Right, the New Preferred Stock shall bear a dividend rate equal to 17% per annum effective retroactively to the date of issuance (until such time as two nominees recommended to the Board pursuant to the foregoing procedures are

appointed or nominated, whereupon the dividend rate shall be decreased to 15% per annum commencing on the date of such complying appointments or nominations.) Notwithstanding the foregoing, if (i) any member of the Board who holds New Preferred Stock (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds New Preferred Stock) (each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board recommended by such holders of New Preferred Stock (the “Recommended Board Member”) in accordance with the foregoing provisions, (ii) such Recommended Board Member is not appointed or nominated to the Board because one or more Preferred Stock Board Members votes against such Recommended Board Member and (iii) such Recommended Board Member would have been appointed or nominated to the Board had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this section.

8.13 Corporate Actions. On the Effective Date, all actions contemplated by the Plan shall be deemed authorized and approved in all respects (subject to the provisions of the Plan) by virtue of the entry of the Confirmation Order, in accordance with the Bankruptcy Code and applicable State law (including but not limited to section 303 of the Delaware General Corporations Law, to the extent applicable, and any analogous provision of the business corporation law or code of each other State in which any Reorganized Debtor is incorporated or organized) and without any requirement of further action by the stockholders, officers or directors of the Debtors or the Reorganized Debtors or DDi Europe, including, without limitation, the following: (a) the adoption and the filing with the Secretary of State of the State of Delaware of the Amended and Restated DDi Corp. Certificate of Incorporation; (b) the adoption of the Amended and Restated DDi Corp. Bylaws; (c) the adoption and filing with Companies House of the Amended and Restated DDi Europe Articles of Association; (d) the issuance by DDi Europe of the New Preferred Stock, (e) the issuance by Reorganized DDi of the New Common Stock, the New Warrants and the Management Options contemplated under the Management Incentive Plan; (f) the execution and the delivery of, and the performance under,

each of the Plan Documents, the Restructuring Loan Documents and all documents and agreements contemplated by or relating to any of the foregoing; and (g) the removal of all members of the respective Boards of Directors of the Debtors and the election of all members of the Boards of Directors of the Reorganized Debtors designated pursuant to the Plan. All matters provided for under the Plan involving the corporate structure of the Debtors or Reorganized Debtors and any corporate action required by the Debtors or Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect pursuant to the Bankruptcy Code, without any requirement of further action by the shareholders, officers or directors of the Debtors or Reorganized Debtors. On the Effective Date, the appropriate officers of the Reorganized Debtors are authorized and directed to execute and to deliver the Plan Documents, the Restructuring Loan Documents and any other agreements, documents and instruments contemplated by the Plan, the Plan Documents or the Restructuring Loan Documents in the name and on behalf of the Reorganized Debtors.

8.14 Revesting of Assets. Except as otherwise specifically provided in the Plan, on the Effective Date, all property of the Estates of the Debtors (including all rights of action held by such Estates, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in each of the Debtors whose Estates owned such property or interest in property immediately prior to the Effective Date, free and clear of all Claims, Liens, charges, encumbrances, rights and Equity Interests of Creditors and equity security holders. As of the Effective Date, the Reorganized Debtors may operate their businesses and use, acquire, and dispose of property and settle and compromise Claims or Equity Interests without the supervision of, or any authorization from, the Bankruptcy Court or the United States Trustee, and free of any restriction of the Bankruptcy Code or Bankruptcy rules, other than those restrictions specifically provided for in the Plan or the Confirmation Order. As of the Effective Date, all property of the Reorganized Debtors shall be free and clear of all Claims, Liens, encumbrances, and other interests of creditors and Holders of Equity Interests, except as otherwise expressly provided herein.

8.15 Cancellation of Existing Securities and Agreements. On the Effective Date, except as otherwise specifically provided for in the Plan (including, without limitation, the DDi Capital Guarantee and Pledge) and except for the Debtors’ obligation to pay, reimburse and indemnify the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee and the rights of the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee to payment thereof (including any priority or lien rights); provided that the Indentures shall continue in effect for the purposes of allowing the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, agent or servicer to make the distributions to be made on account of such Allowed Claims in connection with the Indentures under the Plan, (a) all existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors, including, without limitation, the Existing DDi Corp. Common Stock, any existing warrants or vested or unvested options to purchase Equity Interests in DDi Corp., the Convertible Subordinated Note Indentures, the Convertible Subordinated Notes, the Existing Senior Discount Note Indenture and the Senior Discount Notes will be cancelled, (b) the Pre-Restructuring Loan Documents, including but not limited to the DDi Capital Guarantee and Pledge, will be modified, exchanged and restated as provided in the Restructuring Loan Documents and (c) the obligations of, Claims against, and/or Equity Interests in the Debtors under, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing existing Equity Interests and any note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of the Debtors, as the case may be, including, without limitation, the Existing DDi Corp. Common Stock, the Convertible Subordinated Note Indentures, and the Convertible Subordinated Notes, the Senior Discount Note Indenture and the Senior Discount Notes will be released and discharged.

8.16 Preservation of Rights of Action; Settlement of Litigation Claims. Except as otherwise provided herein or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with this Plan, in accordance with

section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all claims, rights or causes of action, suits, and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person or entity without the approval of the Bankruptcy Court. The Reorganized Debtors or their successor(s) may pursue such retained claims, rights or causes of action, suits, or proceedings as appropriate, in accordance with the best interests of the Reorganized Debtors or their successor(s) who hold such rights.

IX. DISTRIBUTIONS

9.1 Distribution Agent. The Distribution Agent shall make all distributions required hereunder, except with respect to (1) a Holder of a Claim whose distribution is governed by the Indentures, which distributions shall be deposited by the Distribution Agent with the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, who shall respectively deliver such distributions to the Holders of Claims in accordance with the provisions hereof and the terms of the Indentures and (2) a distribution governed by the Secured Lender Warrant Agreement, which distributions shall be deposited by the Distribution Agent with the Administrative Agent, who shall deliver such distribution to the Secured Lenders in accordance with the terms hereof and the terms of the Secured Lender Warrant Agreement. The Distribution Agent may employ one or more sub agents on such terms and conditions as it may agree in its discretion, upon consultation with the Required Lenders. The Distribution Agent shall not be required to provide any bond in connection with the making of any distributions pursuant to the Plan.

9.2 Distributions.

9.2.1 Dates of Distributions. Any distribution required to be made on the Effective Date shall be deemed timely if made as soon as practicable after such date and, in any event, within thirty (30) days after such date, except that the distributions required to be made on the Effective Date to the Senior Discount Trustee for distribution to the Senior Discount Note

Holders for Allowed Class 5 Claims and to the 5.25% Trustee and the 6.25% Trustee for distribution to the Convertible Subordinated Note Holders for Allowed Class 6a Claims and Allowed Class 6b Claims, shall be made on the Effective Date. Any distribution required to be made upon a Disputed Claim becoming an Allowed Claim and no longer being a Disputed Claim shall be deemed timely if made as soon as practicable thereafter.

9.2.2 Limitation on Liability. Neither the Debtors, the Reorganized Debtors, the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, the Administrative Agent and the Collateral Agent, their respective Affiliates, nor any of their respective employees, members, officers, directors, agents, or professionals or Affiliates shall be liable for (i) any acts or omissions (except for gross negligence or willful misconduct) in connection with implementing the distribution provisions of this Plan and the making or withholding of distributions pursuant to the Plan, or (ii) any change in the value of distributions made pursuant to the Plan resulting from any delays in making such distributions in accordance with the Plan’s terms (including but not limited to any delays caused by the resolution of Disputed Claims).

9.3 Old Instruments and Securities.

9.3.1 Surrender and Cancellation of Instruments and Securities. As a condition to receiving any distribution pursuant, to the Plan, each Person holding any note or other instrument or security (other than the Convertible Subordinated Notes, Senior Discount Notes and the DDi Capital Guarantee and Pledge) (collectively “Instruments or Securities” and individually an “Instrument or Security”) evidencing an existing Claim against or in a Debtor must surrender such Instrument or Security to the Distribution Agent.

9.3.2 Rights of Persons Holding Instruments and Securities. As of the Effective Date, and whether or not surrendered by the Holder thereof, (a) all Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes and all other Instruments and Securities evidencing any Claims or Equity Interests (other than the DDi Capital Guarantee and Pledge) shall be deemed automatically cancelled and deemed void and of no further force or effect, without any further action on the part of any person, and any Claims or Equity Interests

under or evidenced by such Existing DDi Corp. Common Stock, Convertible Subordinated Notes, Senior Discount Notes or other Instruments or Securities (other than the DDi Capital Guarantee and Pledge) shall be deemed discharged. All options to purchase any stock of DDi Corp. shall be deemed rejected, cancelled and terminated as of the Petition Date.

9.3.3 Cancellation of Liens. Except as otherwise provided in the Plan, any Lien securing any Secured Claim shall be deemed released and discharged, and the Person holding such Secured Claim shall be authorized and directed to release any collateral or other property of the Debtors (including, without limitation, any cash collateral) held by such Person and to take such actions as may be requested by the Reorganized Debtors to evidence the release of such Lien, including, without limitation, the execution, delivery and Filing or recording of such releases as may be requested by Reorganized Debtors at the sole expense of Reorganized Debtors. This subsection 9.3.3 shall not apply to any Lien securing any of the Pre-Restructuring Bank Indebtedness.

9.4 De Minimis Distributions and Fractional Shares. No Cash payment shall be made by the Reorganized Debtors to any Holder of Claims (other than Administrative Claims) unless a request therefore is made in writing to the Reorganized Debtors. No fractional shares of New Common Stock and New Preferred Stock shall be distributed; any entity that otherwise would be entitled to receive a fractional share distribution under this Plan shall instead receive an amount of shares rounded down to the next whole number. Any securities or other property that is not distributed as a consequence of this section shall, after the last distribution on account of Allowed Claims in the applicable Class be treated as “Unclaimed Property” under the Plan. Thus section 9.4 shall not apply to any of the Secured Lenders.

9.5 Delivery of Distributions. Except as provided in Section 9.7 with respect to Unclaimed Property, distributions to Holders of Allowed Claims, Allowed Administrative Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims shall be distributed by mail as follows: (1) with respect to each Holder of an Allowed Claim that has filed a proof of claim, at the address for such Holder as maintained by the official claims agent

for the Debtors; (2) with respect to each Holder of an Allowed Claim that has not filed a proof of claim, at the address reflected on the Schedules filed by the Debtors, provided, however, that if the Debtors or the Reorganized Debtors have received a written notice of a change of address for such Holder, the address set forth in such notice shall be used; (3) with respect to each Holder of an Allowed Administrative Claim, at such address as the Holder may specify in writing; (4) with respect to each Holder of an Allowed Class 6a Claim or Allowed Class 6b Claim, to the 5.25% Trustee or the 6.25% Trustee, as the case may be; (5) with respect to each Holder of an Allowed Claim under the Senior Discount Notes and the Existing Senior Discount Note Indenture, to the Senior Discount Trustee; or (6) with respect to each Holder of an Allowed Class 1 Claim, to the Administrative Agent.

9.6 Undeliverable Distributions. If the distribution of Cash, New Preferred Stock or New DDi Corp. Securities (other than the Secured Lender Warrants) to the Holder of any Allowed Claim, Allowed Administrative Claim, Allowed Class 5 Claims, Allowed Class 6a Claims, or Allowed Class 6b Claims, is returned to the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee as undeliverable (any such distribution being hereinafter referred to as “Unclaimed Property”), no further distribution shall be made to such Holder unless and until the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee is notified in writing of such Holder’s then current address. Subject to the remainder of this Section and following Section 9.7, Unclaimed Property shall remain in the possession of the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee pursuant to this Section, and shall be set aside and (in the case of Cash) held in a segregated interest bearing account (as to Cash Unclaimed Property) to be maintained by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee until such time as the subject distribution becomes deliverable. Nothing contained in the Plan shall require the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee, the Senior Discount Trustee, or any other Person to attempt to locate such Person. This section 9.6 shall not apply to any of the Secured Lenders.

9.7 Disposition of Unclaimed Property. If the Person entitled thereto notifies the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, of such Person’s claim to the distribution of Unclaimed Property within nine (9) months following the Effective Date, the Unclaimed Property distributable to such Person, together with any interest or dividends earned thereon, shall be paid or distributed to such Person. Any Holder of an Allowed Claim, Allowed Administrative Claim, Allowed Class 5 Claim, Allowed Class 6a Claim or Allowed Class 6b Claim that does not assert a claim in writing for Unclaimed Property held by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, within nine (9) months after the Effective Date shall no longer have any claim to or interest in such Unclaimed Property, and shall be forever barred from receiving any distributions under this Plan or otherwise from the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be. In such cases, any Unclaimed Property held for distribution on account of such Allowed Claims, Administrative Claims, Allowed Class 5 Claims, Allowed Class 6a Claims and Allowed Class 6b Claims shall be retained by the Distribution Agent, the 5.25% Trustee, the 6.25% Trustee or the Senior Discount Trustee, as the case may be, as follows: pursuant to Bankruptcy Code section 347(b), (a) any undistributed Cash shall be the property of the Distribution Agent; provided, however, that any undistributed Cash whose distribution is governed by the Existing Senior Discount Note Indenture shall be returned by the Senior Discount Trustee to the Distribution Agent and distributed by the Distribution Agent to DDi Capital, (b) any undistributed New DDi Corp. Securities (other than the Secured Lender Warrants) shall be the property of the Distribution Agent; provided, however that any undistributed New Common Stock and New Preferred Stock which was distributed for the benefit of the Convertible Subordinated Note Holders shall be retained by or transferred to the 5.25% Trustee or the 6.25% Trustee, as the case may be, and distributed Pro Rata to Holders of Allowed Class 6a Claims and Allowed Class 6b Claims that have claimed their initial distributions, in each case, free from any restrictions thereon, and such undistributed Cash or

securities shall not be subject to the unclaimed property or escheat laws of any State or other governmental unit. This section 9.7 shall not apply to any of the Secured Lenders.

9.8 Effect of Distribution Record Date. As of the close of business on the Distribution Record Date, the transfer register for any instrument, security, or other documentation canceled pursuant to the Plan (including, but not limited to, the Existing DDi Corp. Common Stock, any existing warrants or vested or unvested options to purchase Equity Interests in DDi Corp., the Convertible Subordinated Note Indentures, the Convertible Subordinated Notes, the Existing Senior Discount Indenture and the Senior Discount Notes) shall be closed and there shall be no further changes in the record Holders of any such instrument, security, or documentation. The Reorganized Debtors shall have no obligation to recognize the transfer of any such instrument, security, or other documentation occurring after the Distribution Record Date, and shall be entitled for all purposes herein to recognize and deal only with those Holders of record as of the close of business on the Distribution Record Date.

9.9 Setoffs. Except as otherwise provided herein, the Reorganized Debtors may, pursuant to sections 502(d) or 553 of the Bankruptcy Code or applicable non-bankruptcy law, offset against any Allowed Claim (other than an Allowed Class 1 Claim, Allowed Class 5 Claim, Allowed Class 6a Claim, Allowed Class 6b Claim), and the distributions to be made pursuant to the Plan on account of such Claim (before any distribution is made on account of such Claim), the Claims, rights, and Causes of Action of any nature that the Debtors or Reorganized Debtors may hold against the Holder of such Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such Claims, rights, and causes of Action that the Debtors or the Reorganized Debtors may possess against such Holder.

X. OBJECTIONS TO CLAIMS AND DISPUTED CLAIMS

10.1 Objections to Claims. The Reorganized Debtors shall have the sole and exclusive right to file and prosecute objections to Claims. Unless another date is established by

order of the Bankruptcy Court or the Plan, any objection to a Claim shall be Filed with the Bankruptcy Court and served on the Person holding such Claim on or before the applicable Claims Objection Deadline. The Reorganized Debtors shall have the right to petition the Bankruptcy Court, without notice or a hearing, for an extension of the Claims Objection Deadline.

10.2 Treatment of Disputed Claims.

10.2.1 No Distribution Pending Allowance. If any portion of a Claim is a Disputed Claim, no payment or distribution provided for under the Plan shall be made on account of such Claim unless and until such Claim becomes an Allowed Claim and is no longer a Disputed Claim; provided, however, that this section does not apply to any distributions made to the 5.25% Trustee and the 6.25% Trustee or on account of the Allowed Class 6a Claims or Allowed Class 6b Claims.

10.2.2 Distribution After Allowance. As soon as practicable following the date on which a Disputed Claim becomes an Allowed Claim and is no longer a Disputed Claim, the Distribution Agent shall distribute to the Person holding such Claim any Cash or New Common Stock that would have been distributable to such Person if on the Effective Date such Claim had been an Allowed Claim and not a Disputed Claim.

XI. EFFECT OF CONFIRMATION OF PLAN

11.1 Discharge. Except as otherwise specifically provided in the Plan or in the Confirmation Order, pursuant to section 1141(d) of the Bankruptcy Code, the distributions and rights that are provided in the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of all Claims, whether known or unknown, against liabilities of, Liens on, obligations of, rights against and Equity Interests in the Debtors, or any of their assets or properties, regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims, rights and Equity Interest, including but not limited to, Claims and Equity Interests that arose before the Confirmation Date, including all

debts of the kind specified in section 502(g), 502(h) and 502(i) of the Bankruptcy Code, in each case whether or not (a) a proof of claim or interest based upon such Claim, debt or Equity Interest is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a Claim of Equity Interest based upon such Claim, debt, right or Equity Interest is allowed under section 502 of the Bankruptcy Code, or (c) the Holder of such a Claim, right, or Equity Interest accepted the Plan. The Confirmation Order shall constitute a determination of the discharge of all of the Claims against and Equity Interest in the Debtors, subject to the occurrence of the Effective Date.

11.2 Injunction. Except as otherwise expressly provided in the Plan, the documents executed pursuant to the Plan, or the Confirmation Order, on and after the Effective Date, all Persons and Entities who have held, currently hold, or may hold a debt, Claim, or Equity Interest discharged pursuant to the terms of the Plan (including but not limited to States and other governmental units, and any State official, employee, or other entity acting in an individual or official capacity on behalf of any State or other governmental units) shall be deemed permanently enjoined from taking any of the following actions on account of any such discharged debt, Claim, or Equity Interest: (1) commencing or containing in any manner any action or other proceeding against the Debtors, the Reorganized Debtors, their successors, or their property; (2) enforcing, attaching, executing, collecting, or recovering in any manner any judgment, award, decree, or order against the Debtors, the Reorganized Debtors, their successors, or their property; (3) creating, perfecting, or enforcing any Lien or encumbrance against the Debtors, the Reorganized Debtors, their successors, or their property; (4) asserting any set off, right of subrogation, or recoupment of any kind against any obligation due the Debtors, the Reorganized Debtors, their successors, or their property; and (5) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of this Plan. Any person or entity injured by any willful violation of such injunction shall recover actual damages, including costs and attorneys’ fees, and, in appropriate circumstances, may recover punitive damages from the willful violator.

XII. LIMITATION OF LIABILITY AND RELEASES

12.1 No Liability for Solicitation or Participation. As specified in section 1125(e) of the Bankruptcy Code, entities that solicit acceptances or rejections of the Plan and/or that participate in the offer, issuance, sale, or purchase of the New DDi Corp. Securities and the New Preferred Stock offered or sold under the Plan, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, shall not be liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer, issuance, sale, or purchase of securities.

12.2 Limitation of Liability. Effective as of the Effective Date, none of the Co-Sponsors, the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties, the Senior Discount Parties, the Debtors, Reorganized Debtors or their respective Affiliates, nor any of their respective members, officers, directors, employees and other agents, advisors, attorneys and accountants shall have or incur any liability to any Holder of any Claim or Equity Interest or any other Person for any act or omission in connection with or arising out of the negotiations, preparation and pursuit of confirmation of the Plan, the Disclosure Statement, the consummation of the Plan, the administration of the Plan, the Cases or the property to be distributed under the Plan except: (a) the Reorganized Debtors shall be liable for the performance of obligations assumed by them or imposed upon them under or by the Plan; and (b) for liability based on willful misconduct as finally determined by a Final Order of the Bankruptcy Court. Each of the Co-Sponsors, the Senior Debt Parties, the 5.25% Convertible Subordinated Debt Parties, the 6.25% Convertible Subordinated Debt Parties, the Senior Discount Parties, the Debtors, the Reorganized Debtors and their respective Affiliates, and each of their respective officers, directors, employees and other agents, advisors, attorneys and accountants shall be entitled to rely, in every respect, upon the advice of counsel with respect to their duties and responsibilities under or with respect to the Plan.

12.3 Good Faith Finding. Confirmation of the Plan shall constitute a finding that (a) the Plan has been proposed in good faith and in compliance with all applicable provisions of the Bankruptcy Code and (b) the solicitation of acceptances of rejections of the Plan by all Persons (except as set forth below) and the offer, issuance, sale, or purchase of a security offered or sold under the Plan has been in good faith and in compliance with all applicable provisions of the Bankruptcy Code. Nevertheless, this provision will have no effect on liability for any act or omission of the Debtors, their non-debtor affiliates, each of the officers, directors and advisors of the Debtors and their non-debtor affiliates to the extent that such act or omission is ultra vires or constitutes actual fraud.

12.4 Exculpation. Except as otherwise specifically provided in this Plan, the Debtors, the non-debtor affiliates, each of the officers, directors, advisors and attorneys for the Debtors and the non-debtor affiliates acting in such capacity and each and all of the Released Parties, shall neither have nor incur any liability to any Person for any and all Claims and Causes of Action arising from or related to in any way, the Released Claims. Notwithstanding any other provision of this Plan, no Holder, or other party in interest, none of their respective members, officers, directors, agents, employees, representatives, financial advisors, attorneys, partners, representatives or affiliates, and no successors or assigns of the foregoing, shall have any Claim or Causes of Action against the Debtors, the Reorganized Debtors, the non-debtor affiliates, each of the officers, directors, advisors and attorneys for the Debtors and the non-debtor affiliates acting in such capacity or any of the Released Parties, for any act or omission in connection with, relating to, or arising out of the Chapter 11 Cases, the Restructuring, the pursuit of confirmation of the Plan, the consummation of the Plan, the consummation of the Restructuring, the administration of the Plan or the property to be distributed under the Plan.

12.5 Debtors’ Releases and Injunction.

12.5.1 Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their respective non-debtor affiliates and subsidiaries and

each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

12.5.2 Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each of the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their non-debtor affiliates and subsidiaries, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

12.6 Releases and Injunction.

12.6.1 Release. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their respective non-debtor affiliates and subsidiaries acting in such capacity, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Released Parties from any and all of the Released Claims and any and all Claims and Causes of Action arising from or related in any way to the Released Claims.

12.6.2 Injunction. On the Confirmation Date (but subject to the occurrence of the Effective Date), each Person and Entity, other than the Debtors, their respective non-debtor affiliates and subsidiaries and each of the officers, directors and advisors of the Debtors and their respective non-debtor affiliates and subsidiaries, that votes to accept the Plan and/or does not file an objection to the entry of the Confirmation Order and/or receives consideration under the Plan, shall conclusively, absolutely, unconditionally, irrevocably and forever be permanently enjoined from:

property, or their respective direct or indirect successors or transferees in interest, or any assets or property of such transferees or successors;

XIII. CONDITIONS TO CONFIRMATION AND EFFECTIVENESS

13.1 Conditions Precedent to Plan Confirmation. The conditions precedent to Confirmation of the Plan shall include, without limitation, the following:

13.1.1 The Confirmation Order shall be in form and substance satisfactory to the Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders.

13.1.2 The aggregate amount of (a) the Administrative Claims (exclusive of post-Petition Date trade payables incurred in the ordinary course of business); (b) the Allowed and Disputed Priority Claims as of the Claims Bar Date; and (c) the Allowed and Disputed Tax Claims as of the Claims Bar Date will not exceed [$3.0 million].

13.1.3 The aggregate amount of the Allowed Class 4 Claims will not exceed [$1.0 million].

13.2 Conditions Precedent to Plan Effectiveness. The following shall be conditions precedent to the effectiveness of the Plan and the occurrence of the Effective Date.

13.2.1 The Confirmation Order in form and substance satisfactory to the Debtors, the Co-Sponsors, the Ad Hoc Senior Discount Note Holder Committee and the Required Lenders shall have been entered and have become a Final Order.

13.2.2 All agreements and instruments contemplated by, or to be entered into pursuant to, the Plan, including, without limitation, each of the Plan Documents necessary for consummation of the Plan and the Restructuring Loan Documents necessary for consummation of the restructuring of the Pre-Restructuring Bank Indebtedness, shall have been duly and validly executed by the parties thereto and all conditions of their effectiveness shall have been satisfied or waived. Upon satisfaction of all conditions precedent to effectiveness of the Plan, unless waived, and the Effective Date, all parties shall be deemed to have delivered all of the documents and instruments described herein simultaneously, and effectiveness of the Plan and the Plan Effective Date shall be deemed to have occurred simultaneously with such delivery.

13.3 Waiver of Conditions. The conditions set forth in Section 13.1 and 13.2 may be waived with the prior written consent of the Required Lenders, the Ad Hoc Committees and the Debtors, at any time, without notice, leave or order of the Bankruptcy Court, and without any formal action other than proceeding to obtain the Confirmation Order and consummate the Plan.

XIV. RETENTION OF JURISDICTION

14.1 Retention of Jurisdiction. Notwithstanding the entry of the Confirmation Order or the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction over the Cases and any of the proceedings arising from, or relating to, the Cases pursuant to section 1142 of the Bankruptcy Code and 28 U.S.C. § 1334 to the fullest extent permitted by the Bankruptcy Code and other applicable law, including, without limitation, such jurisdiction as is necessary to ensure that the purpose and intent of the Plan are carried out; provided, however, that the Bankruptcy Court shall not have nor retain jurisdiction over any of the Restructuring Loan

Documents (other than the Restructuring Loan Documents being filed as Plan Documents). Without limiting the generality of the foregoing the Bankruptcy Court shall retain jurisdiction for the following purposes:

(a) to hear and determine any and all objections to the allowance, or requests for estimation, of Claims or the establishment of reserves pending the resolution of Disputed Claims;

(b) to consider an act on the compromise and settlement of any Claim against, or cause of action on behalf of, any Debtor or any Estate;

(c) to enter such orders as may be necessary or appropriate in connection with the recovery of the Debtors’ assets wherever located;

(d) to hear and determine any and all applications for allowance of compensation and reimbursement of expenses;

(g) to hear and determine any and all applications, adversary proceedings and contested matters pending on the Effective Date or that may be commenced thereafter as provided in the Plan;

(h) to effectuate distributions under and performance of the provisions of the Plan.

(i) to hear and determine any applications to modify any provision of the Plan to the full extent permitted by the Bankruptcy Code;

(k) to determine such other matters as may be provided for in the Confirmation Order or as may from time to time be authorized under the provisions of the Bankruptcy Code or any other applicable law;

(l) to enforce all order, judgments, injunctions and exculpations issued or entered in connection with the Cases or the Plan;

(n) to determine any other matter not inconsistent with the Bankruptcy Code;

(o) to issue a final decree closing the Cases.

XV. MODIFICATION OR WITHDRAWAL OF PLAN

15.1 Modification of Plan. At any time prior to confirmation of the Plan, with the prior written consent of the Co-Sponsors and the Required Lenders, the Reorganized Debtors may supplement, amend or modify the Plan. After confirmation of the Plan, with the prior written consent of the Co-Sponsors and the Required Lenders, the Debtors or Reorganized Debtors may (x) apply to the Bankruptcy Court, pursuant to section 1127 of the Bankruptcy Code, to modify the Plan; and (y) apply to the Bankruptcy Court to remedy defects or omissions in the Plan or to reconcile inconsistencies in the Plan.

15.2 Termination Events. If confirmation is denied by a Final Order, or if the Effective Date does not occur by January 8, 2004 (or such later date as may be agreed to in writing by the Debtors and the Co-Sponsors and the Required Lenders), then the Plan shall be deemed null and void. In such event, nothing contained herein shall be deemed to constitute a waiver or release of any claims by or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors.

15.3 Nonconsensual Confirmation. In the event that any impaired Class of Claims or Equity Interests shall fail to accept the Plan in accordance with section 1129(a)(8) of the Bankruptcy Code, the Debtors (i) may request that the Bankruptcy Court confirm the Plan in accordance with section 1129(b) of the Bankruptcy Code, and (ii) in accordance with Section 15.1, and with the consent of the Co-Sponsors and the Required Lenders, may modify the Plan in accordance with section 1127(a) of the Bankruptcy Code.

XVI. MISCELLANEOUS

16.1 Payment of Statutory Fees. All quarterly fees due and payable to the Office of the United States Trustee pursuant to section 1930(a)(6) of Title 28 of the United States Code shall be paid in full on or before the Effective Date, or, to the extent such quarterly fees are disputed, an adequate reserve shall have been established and set aside for payment in full thereof, as required by section 1129(a)(12) of the Bankruptcy Code. Each Reorganized Debtor shall remain responsible for timely payment of its respective quarterly fees due and payable after the Effective Date and until such Reorganized Debtor’s Case is closed, to the extent required by section 1930(a)(6) of Title 28 of the United States Code.

16.2 Payment Dates. Whenever any payment or distribution to be made under the Plan shall be due on a day other than a business day, such payment or distribution shall instead be made, without interest, on the immediately following Business Day.

16.3 Headings. The headings used in the Plan are inserted for convenience only and neither constitutes a portion of the Plan nor in any manner affect the construction of the provisions of the Plan.

16.4 Other Documents and Actions. The Reorganized Debtors may execute such other documents and take such other actions as may be necessary or appropriate to effectuate the transactions contemplated under this Plan.

16.5 Notices. All notices and requests in connection with the Plan shall be in writing and shall be hand delivered or sent by mail addressed to:

To the Debtors:

DDi Corp.

1220 North Simon Circle

Anaheim, CA 92806

Attention: Timothy Donnelly

With copies to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, CA 90017

Attention: Sharon M. Kopman

To the Secured Lenders:

JPMorgan Chase Bank

270 Park Avenue, 20^th Floor

New York, NY 10017

Attention: Michael Lancia

With copies to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: Kathrine A. McLendon

To the Ad Hoc Convertible Note Holder Committee:

Tablerock Fund Management

505 Park Avenue, 5^th Floor

New York, NY 10022

Attention: Jeffrey D. Lapin

With copies to:

Stutman Treister & Glatt Professional Corporation

1901 Avenue of the Stars, 12^th Floor

Los Angeles, CA 90067

Attention: George C. Webster II

To the Ad Hoc Senior Discount Note Holder Committee:

JP Morgan Partners

1221 Avenue of the Americas, 34^th Floor

New York, NY 10020

Attention: Kevin O’Brien

With copies to:

Hahn & Hessen LLP

488 Madison Avenue

New York, NY 10022

Attention: Jeffrey L. Schwartz

To the 5.25 Trustee:

US Bank

555 SW Oak Street

Portland, Oregon 97204

Attention: Lawrence Bell

With copies to:

Maslon

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

To the 6.25 Trustee:

US Bank

555 SW Oak Street

Portland, Oregon 97204

Attention: Lawrence Bell

With copies to:

Maslon

3300 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

To the Senior Discount Trustee:

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: Sandra R. Ortiz

With copies to:

Curtis, Mallet-Prevost, Colt & Mosle, LLP

101 Park Avenue

New York, New York 10178

Attention: Steven J. Reisman

All notices and requests to any Person holding of record any Claim of Equity Interest shall be sent to them at their last known address or to the last known address of their attorney of record. Any such Person may designate in writing any other address for purposes of this Section 16.5 which designation will be effective on receipt.

16.6 Governing Law. Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of New York (without reference to its conflict of law rules) shall govern the construction and implementation of the Plan and any agreements, documents, and instruments executed in connection with the Plan, unless otherwise specifically provided in such agreements, documents, or instruments.

16.7 Binding Effect. The Plan and all rights, duties and obligations thereunder shall be binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, Holders of Claims, Holders of Equity Interests, and their respective successors and assign.

16.8 Successors and Assigns. The rights, benefits, and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, the heirs, executors, administrators, successors, and assigns of such entity.

16.9 No Waiver. The failure of the Debtors or any other Person to object to any Claim for purposes of voting shall not be deemed a waiver of the Debtors’ or Reorganized Debtors’ right to object to or examine such Claim, in whole or in part.

16.10 Exemption from Securities Laws. All of the New Preferred Stock and New DDi Corp. Securities distributed pursuant to this Plan are and shall be entitled to the benefits and exemptions provided by section 1145 of the Bankruptcy Code.

16.11 Inconsistencies. In the event the terms or provisions of the Plan and the Confirmation Order are inconsistent with the terms and provisions of the Exhibits to the Plan or documents executed in connection with the Plan (other than the Restructuring Loan Documents), the terms of the Plan and the Confirmation Order shall control. In the event the terms and provisions of the Plan and the Confirmation Order are inconsistent with the terms and provisions of the Restructuring Loan Documents, the terms of the Restructuring Loan Documents shall control.

16.12 Exemption from Certain Transfer Taxes and Recording Fees. Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from a Debtor to a Reorganized Debtor or to any other Person or entity pursuant to the Plan, or any agreement regarding the transfer of title to or ownership of any of the Debtors’ real or personal property or of any other interest in such property (including, without limitation, a security interest) will not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, and the Confirmation Order will direct the appropriate state or local governmental officials or agents to forego the collection of any such tax

or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

16.13 Post-Confirmation Conversion/Dismissal. A creditor or party in interest may bring a motion to convert or dismiss the case under § 1112(b), after the Plan is confirmed, if there is a default in performing the Plan. The Debtors and Reorganized Debtors reserve the right to object to any motion for conversion or dismissal. If the Court orders any of the Cases converted to Chapter 7 after the Plan is confirmed, then all property that had been property of the Chapter 11 Estate, and that has not been disbursed pursuant to the Plan, will revest in the Chapter 7 estate. The automatic stay will be reimposed upon the revested property, but only to the extent that relief from stay was not previously authorized by the Court during this case.

16.14 Final Decree. Once an Estate has been fully administered, as referred to in Bankruptcy Rule 3022, the applicable Reorganized Debtor, or other party as the Court shall designate in the Confirmation Order, shall file a motion with the Court to obtain a final decree to close the Case of such Debtor.

		DDi Corp., a Delaware corporation


Date: August 30, 2003	By:	/s/ Timothy J. Donnelly
		Name: Timothy J. Donnelly Title: Vice President


		DDi Capital Corp., a California corporation


Date: August 30, 2003	By:	/s/ Timothy J. Donnelly
		Name: Timothy J. Donnelly Title: Vice President

Submitted by:

Kirkland & Ellis LLP

By:

/s/ Sharon M. Kopman

Richard L. Wynne

Sharon M. Kopman

Christian C. Lymn

Attorneys for Debtors and Debtors-In-Possession

Exhibit 1

SCHEDULE F

Term Sheet for Management Equity Term Sheet

REORGANIZED DDi

MANAGEMENT EQUITY TERM SHEET

A. MANAGEMENT EQUITY

Issuer of Management Equity:		Reorganized DDi

Percentage of Equity to Management:		5% of the Common Stock on the Effective Date of the Chapter 11 Plan, plus grants of options (as set forth below). The equity in the form of the Common Stock (“Restricted Common Stock”) or options to acquire Common Stock (“Options”) to be issued to management shall be forfeitable under certain circumstances as described below.

B. MANAGEMENT EQUITY INCENTIVE PLAN

Equity Grant Date:		100% of all Restricted Stock on the Effective Date of the Chapter 11 Plan may be granted, subject to Mandatory Forfeiture (as defined below)

Option Grant Date:		Tranche A (Series Al-A4): Tranche A of the Management Equity Incentive Plan to provide for options to purchase an aggregate of twelve and a half percent (12.5%) of the Common Stock of Reorganized DDi on the Effective Date (collectively, the “Tranche A Options”). Fifty percent (50%) of all Tranche A Options shall be granted on the Effective Date of the Chapter 11 Plan and the remaining fifty percent (50%) of Tranche A Options shall be granted on the twelve (12) month anniversary of the Effective Date of the Chapter 11 Plan, subject to Mandatory Forfeiture (as defined below).

		Tranche B: Tranche B of the Management Equity Incentive Plan to provide for discretionary options to purchase an aggregate of four percent (4%) of the Common Stock of Reorganized DDi on the Effective Date (the “Tranche B Options”). The issuance of the Tranche B Options shall be in the discretion of the Compensation Committee of the Board of Directors of Reorganized DDi, or CEO under CEO Exemption.

Equity Vesting Schedule:		50% of the Restricted Stock will vest immediately upon grant, 50% of the Restricted Stock will vest 12 months after the grant.

Option Vesting Schedule:		Tranche A (Series Al-A4): 1/3 of the Options will vest immediately upon grant, 1/3 of the Options will vest on the 18 month anniversary of the grant, 1/3 of the Options will vest on the 36 month anniversary of the grant.

		Tranche B: 1/3 of the Options will vest immediately upon grant, 1/3 of the Options will vest on the 18 month anniversary of the grant, 1/3 of

	the Options will vest on the 36 month anniversary of the grant.

Series A1 Options:	10 year Options to purchase 3-¹/3% of the “Common Stock of Reorganized DDi on a fully diluted basis on the Effective Date” at a strike price of an implied total enterprise value of $110 million.

Series A2 Options:	10 year options to purchase 3-¹/3% of the “Common Stock of Reorganized DDi on a fully diluted basis on the Effective Date” at the following strike prices:

	(i) First grant date: the Fair Market Value of the stock on the date of grant.

	(ii) Second grant date: the greater of (a) the Fair Market Value of the Common Stock on the date of grant and (b) the strike price on the first grant date.

Series A3 Options:	10 year options to purchase 3-¹/3% of the “Common Stock of Reorganized DDi on a fully diluted basis on the Effective Date” at the following strike prices:

	(i) First date: 115% of the Fair Market Value of the Common Stock on the date of grant.

	(ii) Second grant date: the greater of (a) the Fair Market Value of the Common Stock on the date of grant and (b) the strike price on the first grant date.

Series A4 Options:	Five year Options to purchase 2.5% of the “Common Stock of Reorganized DDi on a fully diluted basis on the Effective Date” at nominal strike price. Options may only be exercised on and after the Second Anniversary Date as follows:

	•	0%, if the commitments (including accrued and unpaid interest and accrued and unpaid PIK interest with respect thereto) of the Lenders have not been permanently repaid by at least fifty percent (50%) of the aggregate amount of such commitments outstanding on the Effective Date;

	•	50%, if the commitments (including accrued and unpaid interest and accrued and unpaid PIK interest with respect thereto) of the Lenders have been permanently repaid by at least fifty percent (50%) but less than one hundred percent (100%) of the aggregate amount of such commitments outstanding on the Effective Date;

	•	100%, if the commitments plus all accrued and unpaid interest and accrued and unpaid PIK Interest have been repaid in full to the Lenders.

Tranche B Options:	10 year options to purchase four percent (4%) of the Common Stock of Reorganized DDi on the Effective Date at a strike price equal to the Fair

	Market Value of the Common Stock.

Mandatory Forfeiture:	All unvested grants of Options and Restricted Stock will be subject to mandatory forfeiture by the holder, if the holder’s employment is terminated by Reorganized DDi for Cause, or the holder voluntarily leaves Reorganized DDi without Good Reason prior to the 36 month anniversary of the grant. Any forfeited grants shall be made available for redistribution at the discretion of the Compensation Committee of the reorganized Board of Directors of Reorganized DDi.

Vesting upon Change of Control:	If the Change of Control is a cash-for-stock transaction, full acceleration of unvested Options and unvested Restricted Stock.

	If the Change of Control is a stock-for-stock transaction, no acceleration of unvested Options or unvested Restricted Stock and unvested Options and unvested Restricted Stock will be converted into unvested Options and unvested Restricted Stock of the merged enterprise.

	If the Change of Control is a combination of stock and cash transaction, then unvested Options and unvested Restricted Stock will accelerate pro rata (based on amount stock and cash portions of consideration) and will be converted into pro rata number of unvested Options and unvested Restricted Stock of the merged enterprise.

	If, following a Change of Control, (i) a holder’s employment is terminated by Reorganized DDi or the successor to Reorganized DDi for Cause, or the holder voluntarily leaves the successor to Reorganized DDi without Good Reason within one year following the effective date of the Change of Control, then all of such holder’s unvested Options and unvested Restricted Stock shall be forfeited upon such termination and/or leave or (ii) a holder’s employment is terminated by Reorganized DDi or the successor to Reorganized DDi without Cause, or the holder voluntarily leaves Reorganized DDi or the successor to Reorganized DDi with Good Reason within two years following the effective date of the Change of Control, then all of such holder’s unvested Options and unvested Restricted Stock shall immediately vest upon such termination or leave.

Other Terms:	•	Cashless exercise features.

	•	Registration Rights: An S-8 registration statement shall be filed on or subsequent to the effectiveness of an equity registration statement filed by Reorganized DDi for the benefit of the former Subordinated Noteholders and the Lenders who are then holders of Common Stock and/or Lender Warrants after the Effective Date of the Chapter 11 Plan.

	•	Management Options and Restricted Stock shall be entitled to antidilution protection for stock dividends and stock splits only.

Definitions (applicable for this	•	“Cause” shall mean a Management Holder’s (a) indictment or

Schedule F only; provided, however, that the “Change of Control” and “Fair Market Value” definitions shall apply to the entire Term Sheet):		conviction of any felony (it being understood that if such Management Holder is not convicted of a felony within two (2) years of indictment (or later if any state or federal agency is actively prosecuting such felony), such options shall be reinstated), (b) fraud, misappropriation, or embezzlement that would warrant termination from Reorganized DDi or its subsidiaries based upon the existing policies of Reorganized DDi and its subsidiaries then in effect, (c) failure or refusal, after reasonable notice, to perform the material duties of such person’s office, (d) drug or alcohol abuse that would warrant termination from Reorganized DDi or its subsidiaries based upon the existing policies of Reorganized DDi and its subsidiaries then in effect, (e) any willful misconduct or willful acts that materially impair the assets of operations of Reorganized DDi and its subsidiaries, taken as a whole, (f) acts of discrimination or sexual harassment that would warrant termination from Reorganized DDi or its subsidiaries based upon the existing policies of Reorganized DDi and its subsidiaries then in effect, (g) public statements disparaging Reorganized DDi that are likely to cause material damage to Reorganized DDi and its subsidiaries, taken as a whole.

	•	“Fair Market Value” shall mean:

		(a) if the Common Stock is listed on any national securities exchange or quoted on the Nasdaq National Market or Nasdaq Small Cap Market, weighted average of the closing sales price of the Common Stock on such exchange or market on the five (5) trading days immediately preceding the date of grant; or

		(b) otherwise, the fair market value as determined by the Board of Directors of Reorganized DDi, which determination shall be subject to approval by the Required Lenders;

		provided, further, that should the Required Lenders not approve the determination of Fair Market Value, any dispute with regard to such valuation determinations shall be resolved by a neutral valuation firm of national standing approved by the Required Lenders

	•	“Good Reason” means termination of employment by a Management Holder if (x) (a) such Management Holder’s annual base salary is materially reduced without Cause(unless there is a reduction in the base salary of substantially all comparably positioned employees or unless such Management Holder consents) or (b) the requirements of such person’s job materially and adversely are changed without Cause and without such Management Holder’s consent (including, without limitation, the relocation of the Management Holder’s place of employment to a location beyond 75 miles of his or her then current place of employment) and (y) such Management Holder terminates his

	position within 90 days of either (x)(a) or (x)(b) and states that the purpose for such termination is the events stated in (x)(a) or (x)(b).

•	“Change of Control” will be considered to have occurred if:

	•	any “person” or “group” is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of Reorganized DDi (for the purposes of this clause, such person shall be deemed to beneficially own any voting stock of a person held by any other person (the “parent entity”), if such person is the beneficial owner, directly or indirectly, of more than 50% of the voting power of the voting stock of such parent entity) or such person or group has the power, directly or indirectly, to elect a majority of the members of the board of directors of Reorganized DDi;

	•	the sale of all or substantially all the assets of Reorganized DDi to another person, or, the merger or consolidation of Reorganized DDi with or into another person or the merger of another person with or into Reorganized DDi, or if the securities of Reorganized DDi that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of Reorganized DDi are changed into or exchanged for cash, securities, or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee; or

	•	Reorganized DDi is dissolved or liquidated.

SCHEDULE A

Employee	Title	% of Tranche A (Series A1-A4) Awards
Bruce McMaster	President and CEO	30%
Michael Moisan	COO	9%
Joe Gisch	SVP - Strategic Planning and BD	7%
Tom Ingham	VP - Sales & Marketing	7%
David Blair	President & CEO - European Operations	7%
Brad Tesch	VP - North American Assembly Ops	5%
John Stumpf	CFO	5%
Terry Wright	CTO	5%
Tim Donnelly	General Counsel	5%
Jay Latin	VP - Sales	5%
Robert Hembree	CIO	5%
Tom Johnston	Managing Director	2%
John Calvert	VP - Sales & Marketing Europe	2%
John Chelberg	VP - Operations	2%
Victor Hemmingway	VP - Operations	2%
Jon Pereira	VP - Operations	2%

Exhibit 2

SCHEDULE C

Term Sheet for the Common Equity

REORGANIZED DDi (FOR COMMON EQUITY)


Structure:	No change to existing structure.

Issuer:	Reorganized DDi (“Reorganized DDi”)

Common Equity (issued to Noteholders):	Subordinated Noteholders to receive 94% of the Common Stock on the Effective Date of the Chapter 11 Plan, subject to dilution for (i) all Common Stock issuable under the Management Equity Incentive Plan (annexed hereto as Schedule F) upon the exercise of management options thereunder and (ii) Common Stock issuable upon exercise of the Lender Warrants.

Common Equity (issued to old equity):	Holders of old common stock in DDi to receive 1.0% of the Common Stock of Reorganized DDi on the Effective Date of the Chapter 11 Plan, subject to dilution for (i) all Common Stock issuable under the Management Equity Incentive Plan upon the exercise of all management options thereunder and (ii) Common Stock issuable upon exercise of the Lender Warrants.

Common Equity (issued to Lenders):	See Schedule B.
Common Equity (issued to management):	See Schedule F.
Common Equity (issued to Senior Discount Noteholders):	None. See Schedule E.

Board of Directors:	Bylaws to provide that board of directors of Reorganized DDi (the “Board”) shall consist of seven members. Immediately following the Effective Date of the Chapter 11 Plan, the Board shall consist of seven directors, comprised as follows:

		•	CEO of Reorganized DDi

		•	CEO of DDi Europe

		•	Two Subordinated Noteholder designees (designated by Ad Hoc Committee prior to distribution of Chapter 11 Plan) which designees will be included in Chapter 11 Plan as sent to Subordinated Noteholders for approval

		•	Three Subordinated Noteholder designees (selected by Ad Hoc Committee prior to distribution of Chapter 11 Plan) which designees will be included in Chapter 11 Plan as sent to Subordinated Noteholders for approval (designees will be selected from list to be developed in conjunction with Reorganized DDi, the Subordinated Noteholders and their

						respective advisors)

				•		Reorganized DDi will use commercially reasonable efforts to provide to the Ad Hoc Committee the names of at least 3 directors who meet the “independence” standards of the Securities and Exchange Commission and the Nasdaq National Market (whether or not Reorganized DDi or any of Reorganized DDi’s securities are subject to such standards), prior to or immediately following the Effective Date of the Chapter 11 Plan.

				•		Directors shall serve one-year terms. No staggered board terms.

				•		After the Effective Date of the Plan, and not less than annually thereafter, prior to any election by the stockholders or appointments by the Board (if there are not remaining at the time of any such appointment by the Board, two members of the Board who have been previously recommended as nominees by the Preferred Stock Representatives (as defined below), two holders of Preferred Stock (who initially will be Providence Capital, LLC and Tablerock Fund Management, LLC (the “Preferred Stock Representatives”)), together, shall make reasonable recommendations in good faith (the “Designation Right”) to the Board (or more frequently in the event any such Preferred Stock Representative transfers any of its shares of Preferred Stock along with its Designation Right to an unaffiliated third party) with respect to two nominees, who shall be qualified and otherwise appropriate candidates for the Board in the event of an election by the stockholders and a number of nominees necessary to result in there being two acting members of the Board who have been recommended by such Preferred Stock Representatives in the event of an appointment by the Board. Such recommendation may be made by delivering notice thereof to the Company within sixty (60) days after the written request by the Board of names for consideration (or more frequently in the event such holder of Preferred Stock and any transferee thereof each certify that such holder of Preferred Stock has transferred its shares of Preferred Stock to such transferee). If at any time while the Preferred Stock remains outstanding those nominees recommended by such holders of the Preferred Stock are not appointed by the Board to the Board (if the appointments are determined by the Board) or nominated by the Board or management of the Company for election by the Company’s stockholders to the Board, then as a remedy to the holders of the Preferred Stock, for breach of the Preferred Stock Right, the Preferred Stock shall bear a dividend rate equal to 17% effective retroactively to the date of issuance (until such time as two nominees recommended to the Board pursuant to the foregoing procedures are appointed or nominated, whereupon the dividend rate shall be decreased to 15% commencing on

		the date of such complying appointments or nominations.) Notwithstanding the foregoing, if (x) any member of the Board who holds Preferred Stock (or who is a stockholder, director, member, partner, employee or otherwise an affiliate of a person or entity who holds Preferred Stock)(each, a “Preferred Stock Board Member”) votes against an appointment or nominee to the Board recommended by such holders of Preferred Stock (the “Recommended Board Member”) in accordance with the foregoing provisions, (y) such Recommended Board Member is not appointed or nominated to the Board because one or more Preferred Stock Board Members votes against such Recommended Board Member and (z) such Recommended Board Member would have been appointed or nominated to the Board had such Preferred Stock Board Member voted for such Recommended Board Member, then there shall be no increase in the dividend rate pursuant to the provisions of this section.

Registration Rights:	The Subordinated Noteholders will have registration rights for U.S. public offerings, the timing of which will be at the discretion of the Board of Directors. The Subordinated Noteholders will have the same registration rights provided to the Lenders in Schedule B.

Exhibit 3

SCHEDULE D

Term Sheet for the Preferred Equity

DDi Europe

PREFERRED STOCK TERM SHEET

Issuer of Preferred Stock:		DDi Europe

Equity Investment:		shares of preferred stock of DDi Europe (the “Preferred Stock”) with a liquidation value of $ per share (plus accrued and unpaid dividends thereon), for an aggregate liquidation preference of $16.5 million. The final governing documents will reflect a liquidation preference of British pounds, based on a conversion rate of the Bank of Scotland (“BOS”) in effect on the fifth business day preceding the Effective Date of the Chapter 11 Plan.

Dividends:		15% per annum, payable quarterly in arrears. Dividends will compound quarterly and accumulate to the extent not paid in cash. DDi Europe shall pay dividends in cash only (x) if not prohibited by existing financing arrangements or applicable law, and (y) if DDi Europe will have at least £2.0 million in cash, as reflected upon its balance sheet prepared in accordance with U.K. GAAP, immediately following such dividend payment.

Priority:		Senior with respect to dividends and redemptions and upon liquidation to all other classes and series of DDi Europe’s capital stock.

Optional Redemption:		None.

Mandatory Redemption:		The Preferred Stock shall be redeemed by DDi Europe upon the later of (i) January 31, 2009 or (ii) repayment in full of all obligations under the BOS credit facility, as amended from time to time (but not as to any extensions of the maturity date), to the extent permitted by law.

Voting Rights:		On the Effective Date, the Board of Directors of DDi Europe shall consist of seven (7) directors, four (4) of whom (the “Preferred Stock Appointed Directors”) shall be elected by the holders of Preferred Stock, voting as a class. The Preferred Stock shall have no other voting rights except as otherwise required by applicable law. The initial term, commencing on the Effective Date, of the Preferred Stock Appointed Directors shall be two (2) years. For each subsequent board election when the Preferred Stock is still outstanding, the holders of the Preferred Stock will designate the following number of board seats (which shall provide for a one (1) year term) based on the trailing twelve (12) month EBITDA at the time of the election:

EBITDA < $15 million		4
$15 million < EBITDA < $25 million		3
$25 million < EBITDA < $35 million		2
EBITDA > $35 million		1

Preferred Stock Rights:		The Preferred Stock will have certain covenant rights (all of which shall be further subject to any limitations in the BOS credit facility) including: (1) restrictions on payment of dividends or redemption of any shares (other than dividends or redemptions of Preferred Stock); (2) limitations on the incurrence of additional indebtedness, except indebtedness in the ordinary course of business (i.e. trade credit) and purchase money indebtedness (i.e. capital lease obligations ) in the ordinary course of business; (3) restrictions on DDi Europe’s ability to amend its articles of association or bylaws to the extent that such amendments directly or indirectly affect the rights of the Preferred Stock or its holders, including without limitation, any amendment which would directly or indirectly authorize shares or the issuance of shares or other securities convertible or exercisable into shares ranking as regards participation in the profits or the assets of DDi Europe ahead of or pari passu with the Preferred Stock; (4) restrictions on any asset disposition, whether for value or not, without the prior written consent of a majority of the holders of the Preferred Stock except for an asset disposition which is made in the ordinary course of business and which involves only the sale of property that is either: (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials no longer required in the operation of the business of reorganized DDi or is obsolete unless the asset disposition is made solely in exchange for cash consideration and the net cash proceeds therefrom are used to pay cash dividends, in accordance with applicable law, to the holders of the Preferred Stock.

Remedies:		Remedy for certain breaches of the New Preferred Stock Rights described above (following reasonable cure period) shall be an increase in dividend rate to 17% (until remedied or cured, in which case the rate returns to 15%). Remedy for others shall be limited only by applicable law. Remedy for failure to redeem or purchase the Preferred Stock, whether or not permitted by law, in the event of a mandatory redemption or change of control based on the terms set forth below, shall be that the redemption (or repurchase or purchase) price, including all accrued and unpaid dividends, as well as all costs and expenses to collect the foregoing amounts shall become subordinated indebtedness of DDi Europe, subject to applicable law, payable on demand.

Registration Rights:		DDi Europe shall file, at DDi Europe’s expense, a United States registration statement, which shall become effective on or prior to the first anniversary of issuance. In addition, at any time DDi Europe files a United States registration statement relating to equity, the holders of Preferred Stock shall be permitted the opportunity, on at least twenty

	(20) days notice, to participate in such registration, subject to reasonable pro rata cutbacks based on advice of the lead underwriter participating in the subject transaction. DDi Europe may postpone for one hundred twenty (120) days the filing or effectiveness of a registration statement if the board of directors determines that such registration would reasonably be expected to have an adverse effect on any proposal or plan of DDi Europe to engage in any acquisition of assets (other than in the ordinary course), merger, consolidation, public issuance of stock or debt, tender offer or similar transaction.

Put Rights:	•	Each holder of the Preferred Stock shall have the right to require DDi Europe or its successor in a change of control to purchase or repurchase all of such holder’s investment in Preferred Stock at a price equal to 107% (during first year), 104% (during second year) and 101% (thereafter) of $16.5 million plus all accrued and unpaid dividends during a twenty (20) business day period following notice of the consummation of a change of control of DDi Europe. “Change of Control” occurs if (i) Reorganized DDi fails to control directly more than 50% of the voting stock of DDi Europe, (ii) all or substantially all of the assets of DDi Europe are sold to another person (other than reorganized DDi and/or its subsidiaries), or (iii) the merger or consolidation of DDi Europe with or into another person (other than Reorganized DDi and/or its subsidiaries) or the merger of another person, (other than Reorganized DDi and/or its subsidiaries) with or into DDi Europe, or if the securities of DDi Europe that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the voting stock of DDi Europe are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the surviving person or transferee that represent, immediately after such transaction, a majority of the aggregate voting power of the voting stock of the surviving person or transferee.

Exhibit 4

SCHEDULE E

Preliminary Discount Notes Term Sheet

Indebtedness:	Approximately $16.5 million (the “SDN Indebtedness”)

New Interest Rate:	16% PIK to go cash pay at 14% pursuant to terms outlined below

Maturity:	1/1/09

Modification of Payment Terms:	PIK interest through maturity; cash pay at the election of the Issuer (and entities it owns on a consolidated basis), provided that interest must be paid in cash from and after the quarter in which the Issuer achieves LTM leverage equal or less than 2.5X. In addition, in any period prior to the Issuer (and entities it owns, on a consolidated basis) achieving LTM leverage equal or less than 2.5X, cash interest for the current period will be paid to Senior Discount Noteholders out of excess cash prior to any repayment of the Bank debt, with excess amortization payments to the Bank debt paid with any remaining excess cash. No partial PIK. Issue due and payable on sale of Company, Issuer or Subsidiary.

	Interest accrued/paid quarterly.

Guarantee:	Acceptable anti-layering protection.

Warrants:	Warrants of the Company will be issued to the holders of the Senior Discount Noteholders but held in escrow for 2.5% of the fully-diluted reorganized equity (the “SDN Warrants”). Nominal strike, December 2008 expiry, antidilution protection consistent with Lender Warrants (but in no event shall the SDN Warrants dilute the Lender Warrants), registration rights consistent with Lender Warrants, cashless exercise, and other rights level with Lender Warrants, exercisable commencing on the first business day after the Second Anniversary Date, provided, however:

		•	if the Issuer elects to go to 100% cash pay permanently and irrevocably on or prior to the Second Anniversary Date then in such event all of the SDN Warrants shall be cancelled or

		•	if the Issuer has satisfied all of the SDN Indebtedness to the holders of the Senior Discount Notes on or prior to the Second Anniversary Date, then in such event all claims to the SDN Warrants shall be cancelled.

Covenants:	Typical HY Covenants with exceptions for dividends to reorganized DDi to cover corporate expenses related to


		being a public company to be capped at an amount acceptable to Senior Discount Noteholders. In the event Company is no longer public, Senior Discount Noteholders to receive annual audited financial statements for the Company and summary quarterly unaudited financial statements for the Company. Senior Discount Noteholders to receive same financial reporting information as Bank Group (i.e., monthly reports, etc).

Treatment of Lenders and Convertible Noteholders:		Final treatment to be acceptable to Senior Discount Noteholders.

Releases:		Global Releases and Plan Injunction

Fees:		Company and/or Issuer to pay reasonable attorney fees of Senior Discount Noteholders as well as any fees to be incurred by indenture trustee of Senior Discount Notes.

Other Terms & Conditions:		Callable at par plus accrued subject to Bank Covenants; no partial calls permitted.

Exhibit 5

SCHEDULE B

Terms and Conditions for the Restructuring of the Pre-Restructuring Bank Indebtedness

RESTRUCTURING CREDIT FACILITIES

Summary of Terms and Conditions

PARTIES

Borrower:	Dynamic Details, Incorporated and Dynamic Details, Incorporated Silicon Valley (the “Borrower”).

Guarantors:	DDi and each intermediate domestic holding company and each domestic direct and indirect subsidiary of the Borrower (the “Guarantors”; the Borrower and the Guarantors, collectively, the “Loan Parties”).

Administrative Agent:	JPMorgan Chase Bank (“JPMorgan Chase Bank” and, in such capacity, the “Administrative Agent”).

Lenders:	The Lenders under the existing Credit Agreement.

TYPES AND AMOUNTS OF CREDIT FACILITIES

Term and Revolving Facilities:	The Pre-Restructuring Bank Indebtedness will be restructured and exchanged as follows into two tranches:

		(i)	Tranche A Revolving and Term Loan Facility in an aggregate amount of $15 million (including the $1.2 million in undrawn face amount of outstanding letters of credit, plus accrued and unpaid interest and fees under the Pre-Restructuring Loan Documents, the “Tranche A Indebtedness”); and

		(ii)	Tranche B Term Loan Facility in an aggregate amount of $57.9 million (plus accrued and unpaid interest and fees under the Pre-Restructuring Loan Documents, the “Tranche B Indebtedness” and together with the Tranche A Indebtedness, the “Indebtedness”)

Type:

Tranche A Revolving and Term Loan Facility	Tranche A Revolving and Term Loan Facility: Tranche A will initially be a revolving credit facility through June 30, 2005 (the “Tranche A Revolving Facility “ and the loans thereunder, the “Tranche A Revolving Loans”). The commitments under the Tranche A Revolving Facility in an aggregate principal amount of $15 million shall be available on a revolving basis during the period commencing on the Effective Date and ending on June 30, 2005 (the “Revolving Termination Date”). As of the Effective Date, the Tranche A

		Revolving Facility will be fully funded with $13.8 million in outstanding loans and $1.2 million in face amount of outstanding letters of credit. Availability under the Tranche A Revolving Facility shall at any time be equal to the sum of (i) 100% of the principal amount of Tranche A Revolving Loans optionally prepaid plus (ii) 100% of the Net Cash Proceeds (to be defined in the Restructuring Loan Documents in a manner satisfactory to the Administrative Agent and the Required Lenders) of the first $1.25 million in the aggregate of Net Cash Proceeds from the sales of assets, including, but not limited to, any sales of real or personal property currently located at the facilities in Sterling, Virginia and Garland, Texas, applied to prepay Tranche A Revolving Loans, in each case, to the extent that such prepayments do not constitute permanent commitment reductions.

		On June 30, 2005, any principal amount of Tranche A Revolving Loans outstanding under the Revolving Credit Facility shall be converted to Tranche A Term Loans (the “Tranche A Term Loans”) (the facility, the “Tranche A Term Loan Facility” and together with the Tranche A Revolving Facility, the “Tranche A Revolving and Term Loan Facility”).

Letters of Credit		A portion of the Tranche A Revolving Facility not in excess of $5.0 million shall be available for the issuance of letters of credit (the “Tranche A Letters of Credit”) by JPMorgan Chase Bank (in such capacity, the “Issuing Lender”). No Letter of Credit shall have an expiration date after the earlier of (a) one year after the date of issuance and (b) five business days prior to the Revolving Termination Date, provided that any Tranche A Letter of Credit with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (b) above). Drawings under any Tranche A Letter of Credit shall be reimbursed by the Borrower (whether with its own funds or with the proceeds of Tranche A Revolving Loans) on the same business day. To the extent that the Borrower does not so reimburse the Issuing Lender, the Lenders under the Tranche A Revolving Facility shall be irrevocably and unconditionally obligated to reimburse the Issuing Lender on a pro rata basis.

Tranche B Term Loan Facility		Tranche B Term Loan Facility: Tranche B to be a term loan facility (the “Tranche B Term Loan Facility” and the loans thereunder, the “Tranche B Term Loans”; the Tranche B Term Loan Facility together with the Tranche A Revolving and Term Loan Facility, the “Restructuring Credit Facilities”) in an aggregate principal amount equal to (i) $57.9 million plus (ii) any accrued and unpaid interest under the Pre-Restructuring Loan Documents.

Maturity:

Tranche A Term and Revolving Loans		April 15, 2008 (the “Tranche A Maturity Date”)

Tranche B Term Loans		April 15, 2008 (the “Tranche B Maturity Date”)

Amortization:		The Tranche A Term Loans and the Tranche B Term Loans shall be repayable in quarterly installments during the years and in the amounts set forth below, on a pro rata basis, with the first payment on the Tranche A Term Loans due June 30, 2005 and on the Tranche B Term Loans due January 30, 2003:

		Tranche A Term Loans:

TRANCHE A

YEAR	Q1		Q2		Q3		Q4
2003	$	—	$	—	$	—	$	—
2004	$	—	$	—	$	—	$	—
2005	$	—	$	514,403.29	$	514,403.29	$	514,403.29
2006	$	514,403.29	$	514,403.29	$	514,403.29	$	514,403.29
2007	$	514,403.29	$	514,403.29	$	514,403.29	$	514,403.29
2008	$	514,403.29	$	8,827,160.52

Tranche B Term Loans:

TRANCHE B

YEAR	Q1		Q2		Q3		Q4
2003	$	—	$	—	$	—	$	—
2004	$	25,000	$	25,000	$	25,000	$	25,000
2005	$	25,000	$	1,985,596.71	$	1,985,596.71	$	1,985,596.71
2006	$	1,985,596.71	$	1,985,596.71	$	1,985,596.71	$	1,985,596.71
2007	$	1,985,596.71	$	1,985,596.71	$	1,985,596.71	$	1,985,596.71
2008	$	1,985,596.71	$	33,940,755.65

True-Up:	The Restructuring Credit Facilities will contain a true-up mechanism which shall provide that, if, on the Revolver Termination Date or on the date (the “SED Date”) of the occurrence of a Significant Event of Default (to be defined in the Restructuring Loan Documents), as applicable, (i) the ratio of (x) the Tranche A Commitments outstanding on the Revolver Termination Date or on the SED Date, as applicable, to (y) the aggregate Commitments outstanding on the Revolver Termination Date or on the SED Date, as applicable, is less than (ii) the ratio of the (x) Tranche A Commitments outstanding on the Effective Date to (y) the aggregate Commitments outstanding on the Effective Date (the “True-Up Trigger”), then, pursuant to the participations required in the next succeeding paragraph, the Tranche B Lenders shall be entitled to an additional amount (in the aggregate, the “True-Up Amount”), which is equal to (x)(i) the stun of the Commitments outstanding on the Revolver Termination Date or on the SED Date, as applicable, multiplied by the Tranche A Commitments outstanding on the Effective Date less (ii) the sum of the Commitments outstanding on the Effective Date multiplied by the Tranche A Commitments outstanding on the Revolver Termination Date, or on the SED Date, as applicable, divided by (y) the sum of the Commitments outstanding on the Effective Date. Restated:

	If:

	A_{RT/SED Date Total}	< A_{Effective Date Total}
	(A_{RT/SED Date Total} + B_{RT/SED Date Total})	(A_{Effective Date Total} + B_{Effective Date Total})

	then:

	B_{Aggregate True Up Amount} =

	{(A_{RT/SED Date Total} + B_{RT/ SED Date Total})(A_{Effective Date Total}) - (A_{Effective Date Total} + B_{Effective Date Total})(A_{RT/SEC Date Total})} ÷ (A_{Effective Date Total} + B_{Effective Date Total})

	In the event a True-Up Trigger exists on the Revolver Termination Date, or, if earlier, on the SED Date, then each Tranche A Lender shall purchase in cash from the Tranche B Lenders, participations in Tranche B Term Loans in an amount (the “Participating Share”) equal to (x)(i) the aggregate Commitments outstanding on the Revolver Termination Date or on the SED Date, as applicable, multiplied by such Tranche A Lender’s Tranche A Commitments outstanding on the Effective Date less (ii) the aggregate Commitments outstanding on the Effective Date multiplied by such Tranche A Lender’s Tranche A Commitments outstanding on the Revolver Termination Date or on the SED Date, as applicable, divided by (y) the sum of the Commitments outstanding on the Effective Date. Restated:

	B_{participation amount for each Tranche A Lender} =

	{(A_{RT/SEC Date Total} + B_{RT/SEC Date Total})(A _{Tranche A Lender on Effective Date}) - (A_{Effective Date Total} + B_{Effective Date Total})(A_{Tranche A Lender on RT/SEC Date})} ÷ (A_{Effective Date Total} + B_Effective

		_{Date Total})

		The Lenders acknowledge and agree that the aggregate of the Participating Shares shall equal the True-Up Amount. It is not intended that this True-Up Mechanism create any additional cost, liability or exposure to any Loan Party.

CERTAIN PAYMENT PROVISIONS

Expenses, Fees and Interest Rates:		As set forth on Annex I to this Schedule B.

Optional Prepayments and Commitment Reductions:		Loans may be prepaid and commitments may be reduced by the Borrower in whole or in part at par plus accrued interest and LIBOR breakage costs, if any, at any time at the Borrower’s option. If prior to June 30, 2005, the Borrower elects to create a permanent reduction of commitments, each such reduction of commitments shall be made ratably among the Lenders in accordance with their respective commitments. If prior to June 30, 2005, the Borrower elects to make optional prepayments under the Tranche A Revolving Facility that do not constitute permanent reductions of commitment thereunder, then the Borrower may elect to prepay the Tranche A Revolving Loans only. After June 30, 2005, Term Loans are prepayable in whole or in part at par, plus accrued interest and LIBOR breakage costs, if any, at any time at the Borrower’s option, on a pro rata basis. Any prepayment of Tranche A Term Loans and Tranche B Term Loans shall be applied to the installments thereof in inverse order of maturity and may not be reborrowed.

Mandatory Prepayments and Commitment Reductions:		The following amounts shall be applied to prepay the Loans:

		(i) 100 % of the Net Cash Proceeds of any sale or other disposition (including as a result of casualty or condemnation; provided, however, that, in the case of casualty, reinvestment of up to $1,000,000 per fiscal year pursuant to a reinvestment notice shall be permitted subject to certain conditions) by Reorganized DDi, the Borrower, any of its subsidiaries (other than DDi Europe and its European subsidiaries) or any of the other Loan Parties of any assets (except for the sale of inventory in the ordinary course of business and certain other dispositions to be agreed on consistent with the Pre-Restructuring Loan Documents); provided, however, that 100% of the Net Cash Proceeds of the first $1.25 million in the aggregate amount of Net Cash Proceeds from the sales of assets, which shall include, but are not limited to, any sale of real or personal property located at the facilities in Garland, Texas and Sterling, Virginia, shall be applied to prepay Tranche A Revolving Loans only to create availability under the Tranche A Revolving Facility.

		(ii) Excess Cash (to be defined in the Restructuring Loan Documents in a manner mutually satisfactory to the Administrative Agent, the Required Lenders and the Debtors) on the balance sheet in excess of $15 million for

		each fiscal year of the Borrower (commencing with the 2004 fiscal year) to be applied as follows: (1) on July 15, 2005,100% of Excess Cash for the 2004 fiscal year (measured as of December 31, 2004) shall be applied to or prepay Tranche A Term Loans and Tranche B Loans, on a pro rata basis and (2) after July 15, 2005, for each fiscal year, commencing with the 2005 fiscal year, 100% of Excess Cash (measured as of December 31 for each fiscal year) shall be applied on March 31 of the subsequent fiscal year to prepay Tranche A Term Loans and Tranche B Term Loans on a pro rata basis (it being understood that Borrower may, at its option, use any of its cash to prepay in whole or in part the Tranche A Term Loans on or prior to July 15, 2005 without making a pro rata payment on the Tranche B Term Loans, thereby creating availability under the Tranche A Revolving Facility).

		(iii) 100% of the Net Cash Proceeds of any sale or issuance of equity (excluding the first $3 million in the aggregate of Net Cash Proceeds of issuances of equity of Reorganized DDi which any Loan Party may use for general corporate purposes) and 100% of the Net Cash Proceeds of any incurrence of indebtedness after the Effective Date by Reorganized DDi, the Borrower or any of their subsidiaries (excluding DDi Europe and its European subsidiaries) or any of the other Loan Parties (subject to customary exceptions, including purchase money debt and equipment financing debt).

		Except as set forth in clauses (i) and (ii) above, each such prepayment of the Term Loans shall be applied to the Tranche A Term Loans and the Tranche B Term Loans ratably and to the installments thereof in inverse order of maturity and may not be reborrowed.

LENDER WARRANTS		Warrants, representing 10.0% of the common stock (the “Common Stock”) of Reorganized DDi on a fully diluted basis on the Effective Date (the “Lender Warrants”), will be issued to the Lenders ratably in accordance with their respective commitments (as of the Effective Date) and held in an escrow account, on terms reasonably acceptable to the Required Lenders. The calculation of “Common Stock of Reorganized DDi on a fully diluted basis on the Effective Date” shall give effect to the exercise of such Lender Warrants, all other outstanding warrants and the exercise, conversion or exchange, as applicable, of all other outstanding securities of Reorganized DDi, including but not limited to issuances to old equity, the Subordinated Noteholders, the Senior Discount Noteholders (if any), all share grants and Tranche A option grants to management made on the Effective Date pursuant to the Management Equity Incentive Plan (it being understood and agreed that anti-dilution adjustments shall thereafter be made in respect of any shares or options granted after the Effective Date pursuant to Tranche A and Tranche B of the Management Equity Incentive Plan). (See Anti-Dilution Adjustments below).

		The Lender Warrants will have an exercise price initially equal to $.01 per share and shall be subject to customary anti-dilution adjustments. Each Lender Warrant will be exercisable for the period commencing on the first business day after the twenty-four (24) month anniversary (the “Second Anniversary Date”) of the Effective Date through and including July 31, 2008. The Lender Warrants and the underlying shares of common stock will

	have registration rights, pursuant to a registration rights agreement, customary for transactions of this type and as set forth below (as described below, the “Registration Rights Agreement”).

	The number of Lender Warrants that may be exercised shall be determined based on the aggregate amount of the commitments under the Restructuring Credit Facilities outstanding on the Second Anniversary Date as follows:

	(i) If on the Second Anniversary Date, the commitments (and accrued and unpaid interest with respect thereto) have been permanently reduced and terminated (and are not subject to reborrowing) by at least fifty percent (50%) of the aggregate amount of such commitments outstanding on the Effective Date, then:

		(a) Lender Warrants issued to and held in escrow for the Lenders representing 50% of the original issuance of Lender Warrants (after giving effect to anti-dilution adjustments) shall be returned to Reorganized DDi for cancellation and all remaining Lender Warrants shall be released from the escrow account and delivered to the Lenders;

		(b) all Success Fees (as defined below) accrued and unpaid as of the Second Anniversary Date shall be immediately due and payable in cash; and

		(c) the Success Fees shall be converted to a cash pay interest obligation.

	(ii) If on the Second Anniversary Date, all outstanding loans and other extensions of credit under the commitments, plus all accrued and unpaid interest and accrued and unpaid Success Fees, have been repaid in full (and are not subject to reborrowing), and such commitments have been terminated, then all Lender Warrants issued to and held in escrow for the Lenders shall be returned to DDi for cancellation.

	(iii) If on the Second Anniversary Date, more than 50% of the commitments outstanding on the Effective Date remains outstanding, all Lender Warrants shall be released from the escrow account and delivered to the Lenders on such date.

Net Exercise:	The Lender Warrants shall be exercisable on a net basis, permitting the surrender of Lender Warrants with no cash exercise price and the receipt of the number of shares of Common Stock equal to that otherwise deliverable upon exercise less the number of shares of Common Stock having a current market price at the time equal to the aggregate exercise price that would otherwise have been paid.

Anti-Dilution Adjustments:	Adjustments to exercise price and shares deliverable upon exercise applicable to all issuances and potentially dilutive events, including without limitation:

		(1) stock dividends and distributions, subdivisions, combinations and reclassifications;

		(2) cash dividends and other distributions (if same distributions are not made to holders of Lender Warrants);

		(3) issuances of additional shares of Common Stock, or any securities convertible into or exchangeable for Common Stock, if issued or sold for less than Fair Market Value (as defined in Schedule F below) at time of issuance; provided, that, no antidilution adjustment will be made in respect of an issuance or series of issuances of additional shares of Common Stock or any securities convertible into or exchangeable for Common Stock with an aggregate value of up to $3 million (based upon an implied total enterprise value of $110 million); and provided, further that, should the Required Lenders not approve any determination of Fair Market Value, any dispute with regard to such valuation determination shall be resolved by a neutral valuation firm of national standing approved by the Required Lenders;

		(4) Common Stock issued upon the exercise of Tranche B Options under the Management Equity Incentive Plan.

		(5) distributions of any rights to acquire shares of Common Stock;

		(6) tender offers or exchange offers by DDi or any subsidiary or affiliate (excluding DDi Europe and its European subsidiaries); and

		(7) any other distributions, offers and similar dilutive events.

		Subject to the provisions in the “Release Upon Change of Control”, in the case of a merger or consolidation in which Common Stock is changed or exchanged, all Lender Warrants become exercisable for consideration that a holder of Common Stock would have received had such holder exercised immediately prior to the consummation of the transactions.

Representations and Warranties:		Standard (for issuers and purchasers)

Transfer of Lender Warrants:		Lender Warrants to be transferable in compliance with applicable securities laws, subject to the transfer and escrow restrictions specified herein.

Registration Rights Agreement:		In addition to any registration rights that the Subordinated Noteholders have as set forth in Schedule C hereto, which rights shall also be afforded to the Lenders in a Registration Rights Agreement, the holders of Lender Warrants and the Common Stock underlying the Lender Warrants shall receive, pursuant to such Registration Rights Agreement, indemnification from Reorganized DDi, one demand registration, unlimited as to the amount of shares to be registered, at any time within the eighteen (18) month period following the term of the escrow and an unlimited number of exercises of piggyback rights prior to July 31, 2008. Any registration statement for the Common Stock pursuant to the Registration Rights Agreement shall be in the form of a shelf registration and shall be made available commencing no later


		than the Second Anniversary Date and shall remain available until the earlier of (x) July 31, 2008 and (y) the date on which all Lender Warrants have been exercised.

Transferability:		Prior to the release of the Lender Warrants from escrow, no Lender shall have the right to sell, transfer or assign the right to receive Lender Warrants other than in connection with an assignment of its loans. After the release of the Lender Warrants from escrow, each Lender shall have the absolute right, subject to applicable laws, to sell, transfer or assign the Lender Warrants independent of any assignment of its loans. Reorganized DDi’s transfer agent shall be responsible for keeping a record of all issuances of Lender Warrants to the Lenders.

Release Upon Change of Control:		If the outstanding Indebtedness (including accrued and unpaid interest and accrued and unpaid Success Fees with respect thereto) of the Lenders has not been repaid in full and the commitments have not been terminated and a Change of Control (as defined in Schedule F) event occurs and the transaction is a cash-for-stock transaction, all Lender Warrants shall be released from the escrow account, delivered to the Lenders and be deemed immediately exercisable.

		If a Change of Control event occurs and the transaction is a stock-for-stock transaction, the Lender Warrants shall be released from the escrow account and shall be replaced by or converted into Lender Warrants with substantially similar terms for the common stock of the merged enterprise.

		If a Change of Control event occurs and the transaction is a combination of stock and cash transaction, then, on a pro rata basis (based on amount stock and cash portions of consideration), Lender Warrants shall (1) with respect to the cash portion of the transaction, be released from the escrow account, delivered to the Lenders and be deemed immediately exercisable; and (2) with respect to the stock portion of the transaction, be released from the escrow account and be replaced by or converted into Lender Warrants with substantially similar terms for the common stock of the merged enterprise.

ADDITIONAL COLLATERAL

Additional Guaranties and Pledges:		In addition to all existing collateral and guarantees of the Lenders, the obligations of each Borrower in respect of the Restructuring Credit Facilities shall be further secured by:

		1) a guarantee from DDi and DDi Intermediate; and

		2) a pledge of 100% of the common stock of DDi Intermediate, 100% of the common stock of DDi Capital and 100% of the common stock of each of Reorganized DDi’s direct and indirect subsidiaries (other than DDi Europe and its European subsidiaries) not previously pledged to the Lenders.

Treatment of Additional		The guarantees and pledges provided to the Lenders will not be structurally senior or pari passu with respect to the direct claims against DDi Europe of

Guarantees and Pledges:	the Subordinated Noteholders under the New Preferred Stock (as defined in Schedule D below).

CERTAIN CONDITIONS

Initial Conditions:	In addition to the conditions set forth in the Summary of Terms and Conditions, the availability of the Restructuring Credit Facilities shall be conditioned upon satisfaction of, among other things, the following:

	(i)	subject to the RSA, each Loan Party (or the Administrative Agent on its behalf) shall have executed and delivered the Restructuring Loan Documents which shall be in form and substance satisfactory to the Administrative Agent and the Required Lenders;

	(ii)	the Lenders, the Administrative Agent and their respective professionals shall have received all fees required to be paid and all expenses for which invoices have been presented on or before the Effective Date;

	(iii)	all governmental and third party approvals necessary or, in the reasonable discretion of the Administrative Agent, advisable in connection with the Restructuring contemplated hereby and the continuing operations of the Loan Parties and their respective affiliates and subsidiaries (excluding DDi Europe and its European subsidiaries) shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the Restructuring; and

FURTHER CONDITIONS	Other customary conditions as provided in the Restructuring Loan Documents.

Terminated Hedge Agreement:	Amounts owing to JPMorgan Chase Bank under the Hedge Agreement by and between JPMorgan Chase Bank and Details, terminated as of April 25, 2003 (the “Terminated Hedge Agreement”) shall be included as Indebtedness.

Budget and Funding Mechanism For Chapter 11 Cases:	Debtors and Lenders shall enter into an agreement in form and substance satisfactory to the Administrative Agent, the Ad Hoc Committee and the Required Lenders for the funding of the Chapter 11 Cases (the “Budget and Funding Mechanism”).

Reserved Cash Account	On or before August 1, 2003, the Borrower shall cause to be established a cash account (the “Reserved Cash Account”) at JPMorgan Chase Bank and shall fund the Reserved Cash Account with an initial deposit of $7,500,000,

		which account shall be subject to a control agreement (the “Reserved Cash Account Control Agreement”); provided, that, at all times the balance in the Reserved Cash Account shall be at least $7,500,000; provided, further, that, the Required Lenders may issue a Notice of Sole Control (to be defined in the Reserved Cash Account Control Agreement) at any time in their sole and absolute discretion, but shall not be permitted to seize, set-off or otherwise direct the use of the funds in the Reserved Cash Account until after a Termination Event (as defined in the RSA) occurs under the RSA or, on or after the Effective Date, a default or Event of Default (as defined in the Restructuring Loan Documents) occurs under the Restructuring Loan Documents; provided, however, that until such time as a Notice of Sole Control has been issued by the Administrative Agent, any and all interest that accrues on such initial deposit shall be available to the Borrower.

OTHER TERMS AND CONDITIONS		Substantially similar to those set forth in the Credit Agreement

CERTAIN DOCUMENTATION MATTERS		The Restructuring Loan Documents shall contain representations, warranties, covenants and events of default (including all of those contained in the Credit Agreement except to the extent modified herein) applicable to the reorganized Debtors, the Loan Parties and all of their respective subsidiaries (excluding DDi Europe and its European subsidiaries), including, without limitation, those described below and others to be mutually agreed upon (subject, in each case, to exceptions and baskets to be mutually agreed upon), all of which shall be in form and substance satisfactory to the Required Lenders.

Representations and Warranties:		The Restructuring Loan Documents will include representations and warranties customary for a credit facility of this nature (including all of those contained in the Credit Agreement except to the extent modified herein) and including, without limitation, representations and warranties as to financial statements (including pro forma financial statements); absence of undisclosed liabilities; no material adverse change; corporate existence; compliance with law; corporate power and authority; enforceability of Restructuring Loan Documents; no conflict with law or contractual obligations; no material litigation; no default; location and ownership of material assets (including property); liens; intellectual property; no burdensome restrictions; taxes; Federal Reserve regulations; ERISA; Investment Company Act; subsidiaries; current subsidiary organization and structure; environmental matters; solvency; labor matters; accuracy of disclosure; status of subsidiary guarantors and creation and perfection of security interests.

Affirmative Covenants:		The Restructuring Loan Documents will include, without limitation, the following affirmative covenants: delivery of financial statements, reports, financial models, accountants’ letters, projections, officers’ certificates and other information and reports reasonably requested by the Administrative Agent or the Lenders; payment of other obligations; continuation of business and maintenance of existence and material rights and privileges; compliance with laws and material contractual obligations; maintenance of property and insurance; maintenance of books and records; maintenance of independent

	corporate identity; right of the Lenders to inspect property and books and records; notices of defaults, litigation and other material events; compliance with environmental laws; further assurances (including, without limitation, with respect to security interests in after-acquired property, subject to existing constraints which do not impair the ability to grant security interests in material collateral and existing permitted liens, and the inclusion of any new affiliates as guarantors and grantors under the collateral documents); and others to be mutually agreed upon.

Financial Covenants:	The Restructuring Loan Documents will include, without limitation, the following financial covenants, which are set forth more fully on Annex II to this Schedule B:

		(a)	minimum EBITDA,

		(b)	three-month minimum rolling revenue test,

		(c)	minimum liquidity test, which shall provide, inter alia, that, until the termination of all commitments and Letters of Credit and thereafter until payment in full of the Indebtedness of the Borrower under any of the Restructuring Loan Documents, each Borrower agrees that, unless the Required Lenders shall otherwise consent in writing, it shall not, have less than $7,500,000 in the aggregate at all times in the Reserved Cash Account commencing on August 1, 2003 up to, and including, April 15, 2008 (the “Liquidity Financial Covenant”). Commencing on the Wednesday following August 1, 2003 and on every Wednesday thereafter up to, and including April 9, 2008, the Borrower shall prepare and deliver to the Administrative Agent (which may be further transmitted to the then advisors and other Lenders), for the week ending as of the preceding Friday, a report of the daily Minimum Liquidity for that week.

		(d)	maximum leverage ratio,

		(e)	minimum fixed charge coverage ratio, and

		(f)	others to be discussed in connection with preparation of Restructuring Loan Documents.

	The Restructuring Loan Documents will also include a covenant providing that capital expenditures may not exceed during any quarter an amount to be agreed upon with an ability to carry forward any amount that is not used for capital expenditures in any given quarter to the next two succeeding quarters.

Negative Covenants:	The Restructuring Loan Documents will include, without limitation, the following negative covenants: limitations on indebtedness (including guarantee obligations), liens, mergers, consolidations, liquidations and dissolutions, sales and transfers of assets, leases, dividends and other restricted payments, capital expenditures, investments, loans and advances, payments and modifications of subordinated and other debt instruments, transactions with affiliates, sale and leasebacks, accounting changes, negative

		pledge clauses and clauses restricting subsidiary distributions, interest rate swaps, currency swaps, and other debt equivalents, changes in lines of business, and others to be mutually agreed upon.

Events of Default:		Nonpayment of principal when due, nonpayment of interest, fees or other amounts after a grace period to be agreed upon; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain affirmative covenants, to a grace period to be agreed upon; provided, that, the Liquidity Financial Covenant shall be subject to a fifteen (15) day grace period); cross-default; bankruptcy events; certain ERISA events; material judgments; actual or asserted invalidity of any guarantee or security document or security interest; a change of control (the definition of which is to be agreed); breach of any term or condition of the Non-Solicitation Agreement (as defined below); and others to be mutually agreed upon.

Non-Solicitation Agreement:		On or before the Effective Date of the Chapter 11 Plan, Bruce McMaster shall execute a non-solicitation agreement in form and substance acceptable to the Required Lenders (the “Non-Solicitation Agreement”).

Canadian Tax Restructuring:		Restructuring Loan Documents will permit for tax restructuring of Dynamic Details Canada, Inc. (“DDIC”) in form and substance acceptable to the Required Lenders

Indemnification:		The Debtors and the reorganized Debtors shall indemnify, pay and hold harmless the Administrative Agent and the Lenders and each of their respective predecessors, affiliates, subsidiaries, successors and assigns, together with their past, present and future officers, directors, agents, attorneys, financial advisors, representatives, partners, joint venturers, affiliates and the successors and assigns of any and all of them against any loss, claim, damage, liability, cost or expense incurred in respect of the restructuring of the Pre-Restructuring Indebtedness contemplated hereby, the financing contemplated hereby or the use or the proposed use of proceeds thereof by the reorganized Debtors and their subsidiaries (subject to customary limitations), except to the extent they are found by a final non-appealable judgment of a court to arise from the gross negligence or willful misconduct of the indemnified party; provided, however, that the indemnification obligations with respect to the Lender Warrants shall be as provided in the Registration Rights Agreement.

Governing Law and Forum:		This Summary of Terms and Conditions and the Restructuring Loans Documents shall be governed by, and construed in accordance with, the laws of the State of New York.

Counsel to the Administrative Agent:		Simpson Thacher & Bartlett LLP.

Documentation:		To be drafted by Simpson Thacher & Bartlett LLP.

FOR SETTLEMENT PURPOSES ONLY

PURSUANT TO FRE 408

FINAL

Annex I to Schedule B

		Interest; Certain Fees; and Expenses

Interest Rate Options:		The Borrower may elect that the Loans comprising each borrowing bear interest at a rate per annum equal to:

		(a) the ABR plus the Applicable Margin; or

		(b) the Eurodollar Rate plus the Applicable Margin.

		As used herein:

		“ABR” means the highest of (i) the rate of interest publicly announced by JPMorgan Chase Bank as its prime rate in effect at its principal office in New York City (the “Prime Rate”), (ii) the secondary market rate for three-month certificates of deposit (adjusted for statutory reserve requirements) plus 1% and (iii) the federal funds effective rate from time to time plus 0.5%.

		“Applicable Margin” means:

		(a) with respect to the Tranche A Revolving Loans and the Tranche A Term Loans, (i) 350 bps, in the case of ABR Loans (as defined below) and (ii) 450 bps component in the case of Eurodollar Loans (as defined below), plus, in each case, a 462.5 bps success fee which shall accrue on a quarterly basis and be payable in cash (x) on and after the date that the Borrower achieves EBITDA of $50 million and (y) at the election of each Lender (which election shall be made on or prior to the execution of the Restructuring Loan Documents) (i) on the Maturity Date or (ii) on the Maturity Date, if and to the extent that on such date the fair market value of the Borrowers and their subsidiaries, which shall be determined by an independent valuation firm approved by the Administrative Agent, is greater than the outstanding amount of Obligations (other than the Success Fee) due under the Restructuring Loan Documents (the “Success Fee”).

		(b) with respect to the Tranche B Term Loans, (i) 350 bps in the case of ABR Loans and (ii) 450 bps in the case of Eurodollar Loans, plus, in each case, a 462.5 Success Fee.

		“Eurodollar Rate” means the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) appearing on Page 3750 of the Telerate screen.

Interest Payment Dates:		In the case of Loans bearing interest based upon the ABR (“ABR Loans”), monthly in arrears through the first full quarter after the Effective Date and then quarterly in arrears thereafter.

		In the case of Loans bearing interest based upon the Eurodollar Rate (“Eurodollar Loans”), on the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

Commitment Fees:		The Borrower shall pay a commitment fee calculated at the rate of 75 bps per annum on the average daily unused portion of the Tranche A Revolving Facility, payable quarterly in arrears.

Letter of Credit Fees:		The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans that are Revolving Loans on the face amount of each such Letter of Credit. Such fee shall be shared ratably among the Lenders participating in the Revolving Facility and shall be payable quarterly in arrears.

		A fronting fee equal to 25 bps per annum on the face amount of each Letter of Credit shall be payable quarterly in arrears to the Issuing Lender for its own account. In addition, customary administrative, issuance, amendment, payment and negotiation charges shall be payable to the Issuing Lender for its own account.

Lenders’ Consent Fee		On or before the effective date of the RSA, the Debtors shall pay a consent fee of 137.5 bps to the Lenders.

Work Fee:		The Debtors shall pay a work fee to the Administrative Agent (the “Work Fee”) pursuant to a Work Fee Letter on the Effective Date. The Work Fee shall be payable as follows: (i) fifty percent (50%) payable on the effective date of the RSA; and (ii) fifty percent (50%) payable on the date that is six (6) months following the Effective Date of the Chapter 11 Plan.

Default Rate:		At any time when the Borrower is in default in the payment of any amount of principal due under the Restructuring Credit Facilities, all outstanding Loans shall bear interest at 2% above the rate otherwise applicable thereto. Overdue interest, fees and other amounts shall bear interest at 2% above the rate applicable to the relevant ABR Loans.

Rate and Fee Basis:		All per annum rates shall be calculated on the basis of a year of 360 days (or 365/366 days, in the case of ABR Loans the interest

		rate payable on which is then based on the Prime Rate) for actual days elapsed.

Interest, Fees and Expenses During Chapter 11 Cases:		During the Chapter 11 Cases, the Debtors shall (i) continue to pay post-petition interest on the Pre-Restructuring Loans and all other fees (including but not limited to the annual administrative agency fee payable to the Administrative Agent) provided for under the Credit Agreement, and (ii) continue to pay any and all reasonable fees, costs and expenses of Simpson Thacher & Bartlett, counsel to the Administrative Agent and FTI Consulting, financial advisors to the Administrative Agent.

Expenses:		On and for all periods after the Effective Date, the Borrower shall: (a) pay all reasonable out-of-pocket expenses of the Administrative Agent associated with the Restructuring Credit Facilities and the preparation, execution, delivery and administration of the Restructuring Loan Documents and any amendment or waiver with respect thereto (including the reasonable fees, disbursements and other charges of counsel, in-house counsel and financial advisors, including in connection with consultation during ongoing administration), (b) pay all out-of-pocket expenses of the Administrative Agent and the Lenders (including the fees, disbursements and other charges of counsel, in-house counsel and financial advisors) in connection with the enforcement of, and preservation of rights under, the Restructuring Loan Documents, (c) pay the annual administrative agency fee payable to the Administrative Agent, and (d) replenish and maintain the retainers provided to Simpson Thacher & Bartlett and FTI Consulting in connection with the Loan Documents, in the amounts of $125,000 (the “STB Retainer”) and $75,000 (the “FTI Retainer”), respectively.

FOR SETTLEMENT PURPOSES ONLY

PURSUANT TO FRE 408

FINAL

Annex II to Schedule B

Principal Financial Covenants

[see attached PDF file]

Exhibit 6

SUMMARY OF TERMS AND CONDITIONS OF FINANCIAL

RESTRUCTURING OF DDi CORP. AND AFFILIATES

The following (this “Summary of Terms and Conditions”) is an outline of (i) the key terms and provisions of a plan of reorganization attached hereto as Schedule A (the “Chapter 11 Plan”) for DDi Corp. (“DDi”) and DDi Capital Corp. (“DDi Capital”) to be proposed by those entities, the Ad Hoc Committee (the “Ad Hoc Committee”) for the Subordinated Noteholders (as defined below), DDi Intermediate Holdings Corp. (“DDi Intermediate”), DDi Europe Limited (“DDi Europe”), Dynamic Details, Incorporated (“Details”) and Dynamic Details, Incorporated, Silicon Valley (“DDISV”) and (ii) in connection therewith, the key terms for the proposed out-of-court restructuring and exchange of the outstanding indebtedness of Details and DDISV.

This Summary of Terms and Conditions is subject to finalization and execution of a Plan Support Agreement (the “PSA”) to be signed by certain of the Subordinated Noteholders and a Restructuring Support Agreement (the “RSA”) to be signed by the Lenders, to each of which this Summary of Terms and Conditions shall be attached as Exhibit A, and to the completion of appropriate tax due diligence, acceptable treatment of tax issues (including agreement on tax treatment of restructured Pre-Restructuring Bank Indebtedness (as defined below)) and the execution of definitive documentation. Upon execution of the PSA and the RSA, this Summary of Terms and Conditions is intended to be binding on the signatories to (i) the PSA in accordance with the terms of the PSA and (ii) the RSA in accordance with the terms of the RSA. However, this Summary of Terms and Conditions remains subject to, among a variety of other things, finalizing any incomplete Schedules hereto, resolving any terms that are bracketed or indicated as being “open” or subject to further review, and acceptable definitive documentation of all matters contemplated herein, including any court-approved disclosure statement (in the form annexed to the Chapter 11 Plan in Schedule A, the “Disclosure Statement”) related to the Chapter 11 Plan of DDi and DDi Capital, any agreements related thereto and the terms and conditions of such plan. Any vote in favor of any plan, or any support thereof, whether or not it includes the terms and conditions set forth herein, is not being solicited by or agreed to by this Summary of Terms and Conditions and is subject to, among other conditions, the completion of appropriate tax due diligence, acceptable treatment of tax issues (including agreement on tax treatment of restructured Pre-Restructuring Bank Indebtedness) and the execution of definitive documentation. Notwithstanding anything to the contrary in the foregoing, this Summary of Terms and Conditions is being provided as part of settlement discussions and, as a result, shall be treated as such pursuant to Federal Rule of Evidence 408 and all bankruptcy and state law equivalents subject to the following exceptions:

The PSA may be attached as an exhibit to the Disclosure Statement along with the attachments, except that Schedule B of the Term Sheet shall be attached with any redactions as may be required by the Required Lenders (as defined below).

The RSA will not be filed with the Bankruptcy Court (as defined below), but a description of the RSA may be included in the Disclosure Statement in form and substance satisfactory to the Administrative Agent (as defined below) and counsel to the Administrative Agent.

This Summary of Terms and Conditions is not an offer with respect to any securities. Such a solicitation will only be made in compliance with applicable provisions of securities laws. In addition, notwithstanding the terms of any agreement to which any of the parties to this Summary of Terms and Conditions is a party, the contents or the existence of this Summary of Terms and Conditions may not be disclosed by any party hereto to any other person or entity, either orally or in writing, except (i) to the

parties’ respective directors, trustees, officers, employees, legal counsel, financial advisors, accountants and regulatory authorities on a confidential basis and (ii) in accordance with the PSA and the RSA. Any person or entity to whom all or any portion of this Summary of Terms and Conditions is disclosed as permitted above shall be advised of the terms of the confidentiality provisions set forth above and the intent of the parties that such recipients keep such information confidential.

DEBT TO BE RESTRUCTURED

The indebtedness of DDi and its affiliates (collectively, the “DDi Entities”) to be restructured shall be:

(i) senior debt of approximately $72,892,916.17 in principal amount under the Amended and Restated Credit Agreement, dated as of July 23, 1998 and as amended and restated as of August 28, 1998, and as amended by the First Amendment, dated as of March 10, 1999, the Second Amendment, dated as of March 22, 2000, the Third Amendment, dated as of October 10, 2000, the Fourth Amendment, dated as of February 13, 2001, the Fifth Amendment, dated as of December 31, 2001, the Sixth Amendment, dated as of June 28, 2002 and the Seventh Amendment, dated as of June 27, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Details, DDi Capital, DDISV, the several banks and other financial institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), in its capacity as the arranger of the Commitments, and as collateral, co-syndication and administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and Bankers’ Trust Company as documentation and co-syndication agent (the “Co-Syndication Agent” and together with the Lenders and the Administrative Agent, the “Senior Debt Parties”), and all collateral and ancillary documentation executed in connection therewith, including, without limitation, the terminated interest rate exchange agreement and transactions thereunder entered into by Details (the “Hedge Agreement”) (collectively, the “Pre-Restructuring Loan Documents”);

(ii) subordinated debt of $100,000,000 in principal amount of 5¹/4% Convertible Subordinated Notes due 2008 (the “5

DDI CAPITAL CORP/DYNAMIC DETAILS INC 8-K