STOCK CONTRIBUTION AND MERGER AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") to the Stock Contribution and Merger Agreement (the
"Merger Agreement") dated as of July 23, 1998, by and among DDi Corp., a California corporation formerly
known as Details Holdings Corp.("DDi"), Dynamic Details Incorporated, Silicon Valley, a Delaware corporation
formerly known as Dynamic Circuits, Inc.("DCI"), and the former Stockholders of DCI is made as of March 21,
2000 pursuant to Section 8.5(b) of the Agreement. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Merger Agreement.
WHEREAS, DDi intends to reincorporate in Delaware immediately prior to its initial public offering ("IPO") of
WHEREAS, the Class L Stock used to satisfy certain claims for indemnification under Section 6.5 of the Merger
Agreement will be reclassified as shares of common stock in the Delaware corporation into which DDi is merging
in preparation for the IPO; and
WHEREAS, DDi and DCI desire to amend the Merger Agreement as set forth in this Amendment,
NOW, THEREFORE, in consideration of this premise and the mutual covenants hereinafter set forth, the parties
hereto hereby agree as follows:
1. Effectiveness. This Amendment shall become effective upon the closing of the IPO.
2. Amendment to Section 6.5(a). Section 6.5(a) of the Merger Agreement is hereby amended to read in its
entirety as follows:
"6.5 Satisfaction of Claims.
(a) Any claim by an Indemnified Party under Sections 6.1(a) and 6.1(b) shall be satisfied in cash. The amount of
cash to be paid to any individual Indemnified Party in respect of any claim by such Indemnified Party shall be
determined by (i) calculating the amount of the Loss in respect of such claim in accordance with Section 6.3 and
(ii) dividing it by (A) one minus (B) the fully diluted equity ownership percentage of Details Holdings represented
by the Details Holdings Common Stock held by such Indemnif