DDI CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a09755exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                      FORM OF STANDBY COMMITMENT FEE WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR OFFERED FOR SALE
OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
SECURITIES ARE SOLD AND TRANSFERRED IN A TRANSACTION THAT IS EXEMPT FROM OR NOT
SUBJECT TO REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE OFFERING OF THIS SECURITY AND THE SHARES OF COMMON STOCK PURCHASABLE
HEREUNDER HAVE NOT BEEN REVIEWED OR APPROVED BY ANY STATE SECURITIES
ADMINISTRATOR.

                                    DDi CORP.

Date of Initial Issuance: _______________
Number of Shares: _______________
Initial Warrant Price: $_____ per share(1)
Expiration Date: July 31, 2006

      THIS CERTIFIES that, for value received, ______________________, or its
registered assigns to the extent permitted hereunder (the "HOLDER"), is entitled
to subscribe for and purchase from DDi CORP., a Delaware corporation (the
"COMPANY"), upon the terms and conditions set forth herein, at any time during
the Term (as defined below) of this Warrant, _______________ shares of common
stock, $0.001 par value per share, of the Company ("COMMON STOCK"), at the
Warrant Price (as defined below), payable as provided herein. As used herein,
the term "this Warrant" shall mean and include this Warrant and any Warrant or
Warrants hereafter issued as a consequence of the exercise or transfer of this
Warrant in whole or in part.

      The number of shares of Common Stock issuable upon the exercise of the
Warrant (the "WARRANT SHARES") and the Warrant Price may be adjusted from time
to time as hereinafter set forth.

      SECTION 1. Definitions.

            For all purposes of this Warrant, the following terms shall have the
meanings indicated:

            "AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling, controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the

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(1)   The initial warrant price shall be equal to the Per Share Subscription
      Price (as defined in the Standby Securities Purchase Agreement).

<PAGE>

ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing. No
Person shall be deemed an Affiliate of another Person solely by virtue of the
fact that both Persons own shares of the Company's capital stock.

            "BUSINESS DAY" shall mean any day other than Saturday, Sunday and
any day on which banking institutions in the State of New York are authorized by
Law or other governmental action to close.

            "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

            "PERSON" means an individual, a corporation, partnership, limited
liability company, association, trust or any other entity or organization,
including a government, a political subdivision or an agency or instrumentality
thereof.

            "SECURITIES ACT" shall mean the Securities Act of 1933, as amended
from time to time.

            "TERM OF THIS WARRANT" shall mean the period beginning on the date
of initial issuance hereof and ending on July 31, 2006.

            "TRANSFER" means the offer, sale, donation, assignment (as
collateral or otherwise), mortgage, pledge, grant, hypothecation, encumbrance,
gift, bequest or transfer or disposition of any security.

            "WARRANT PRICE" shall mean $____ per share(2), subject to adjustment
in accordance with Section 5 hereof.

      SECTION 2. EXERCISE OF WARRANT.

            2.1 Procedure for Exercise of Warrant. To exercise this Warrant in
whole or in part (but not as to any fractional share of Common Stock), the
Holder shall deliver to the Company at its office referred to in Section 10
hereof at any time and from time to time during the Term of this Warrant: (i)
the Notice of Exercise in the form of Exhibit A attached hereto, (ii) cash, a
certified or official bank check payable to the order of the Company, or a wire
transfer of funds to the Company's account, in each case in the amount of the
Warrant Price for each share being purchased and any amount required to be paid
by the Holder on account of a transfer of a Warrant or Warrant Shares pursuant
to Section 3 hereof, and (iii) this Warrant.

            In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the shares of Common Stock so
purchased, registered in the name of the Holder or, subject to compliance with
Section 6.2, such other name or names as may be designated by the Holder, shall
be delivered to the Holder hereof within a reasonable time, not exceeding three
Business Days, after the rights represented by this Warrant shall have been so

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(2)   The initial warrant price shall be equal to the Per Share Subscription
      Price (as defined in the Standby Securities Purchase Agreement).

                                        2

<PAGE>

exercised; and, unless this Warrant has expired, a new Warrant representing the
number of shares with respect to which this Warrant shall not then have been
exercised shall also be issued to the Holder hereof within such time. The person
in whose name any certificate for shares of Common Stock is issued upon exercise
of this Warrant shall for all purposes be deemed to have become the holder of
record of such shares on the date on which the Holder shall have complied with
the conditions for exercise of this Warrant set forth above, irrespective of the
date of delivery of such certificate, except that, if the date of such
compliance is a date when the stock transfer books of the Company are closed,
such person shall be deemed to have become the holder of such shares at the
close of business on the next succeeding date on which the stock transfer books
are open.

            2.2 Transfer Restriction Legend. Each certificate for Warrant Shares
shall bear the following legend (and any additional legend required by (i) any
applicable state securities laws and (ii) any securities exchange upon which
such Warrant Shares may, at the time of such exercise, be listed) on the face
thereof unless at the time of exercise such Warrant Shares shall be registered
under the Securities Act:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
            AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SHARES MAY
            NOT be OFFERED OR sold or transferred EXCEPT (A) PURSUANT TO AN
            EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
            REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES
            LAWS, (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER
            THE SECURITIES ACT AND REGISTRATION AND/OR QUALIFICATION UNDER
            APPLICABLE STATE SECURITIES LAWS PROVIDED THAT AT THE ISSUER'S
            REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO THE ISSUER
            AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN FORM, SUBSTANCE AND
            SCOPE REASONABLY SATISFACTORY TO THE ISSUER FROM COUNSEL REASONABLY
            SATISFACTORY TO THE ISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY
            BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
            REGISTRATION, OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE
            144 PROMULGATED UNDER THE SECURITIES ACT."

            Any certificate issued at any time in exchange or substitution for
any certificate bearing such legend shall also bear such legend unless, in the
opinion of counsel for the Holder thereof (which counsel shall be satisfactory
to the Company) the securities represented thereby are not, at such time,
required by law to bear such legend. The foregoing legend shall be removed from
the certificates representing any Warrant Shares, at the request of the Holder

                                       3

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thereof, at such time as they become eligible for resale pursuant to Rule
144(k) under the Securities Act or as they have been sold pursuant to a
registration statement declared effective by the Securities and Exchange
Commission or pursuant to Rule 144 under the Securities Act. At the request of
the Company, the Company shall have the right to receive an opinion of counsel
for the Holder, reasonably satisfactory to the Company, to the effect that the
transfer of the Warrant Shares is exempt from the registration requirements of
the Securities Act, prior to the removal of the legend if the request for
removal is being made pursuant to Rule 144 or Rule 144(k) under the Securities
Act.

      SECTION 3. COVENANTS AS TO COMMON STOCK. The Company shall at all times
reserve and keep available out of its authorized but unissued Common Stock (or
out of shares of Common Stock held in its treasury) solely for the purpose of
issuance upon the exercise of this Warrant, the maximum number of Warrant Shares
issuable upon the exercise of this Warrant. The Company covenants and agrees
that all shares of Common Stock that may be issued upon the exercise of the
rights represented by this Warrant shall, upon issuance, be validly issued,
fully paid and nonassessable, and free from all taxes, liens, preemptive rights
and charges with respect to the issue thereof. The Company shall take all such
actions as may be necessary to ensure that all such Warrant Shares may be so
issued without violation by the Company of any applicable law or governmental
regulation or any requirements of any domestic securities exchange or quotation
system upon which shares of Common Stock or other securities constituting
Warrant Shares may be listed or quoted (except for official notice of issuance
which shall be immediately delivered by the Company upon each such issuance).
The Company further covenants and agrees that it shall pay when due and payable
any and all federal and state documentary or stamp taxes (other than federal or
state income taxes) which may be payable in respect of the issue of this Warrant
or any Common Stock or certificates therefor issuable upon the exercise of this
Warrant, except that, if Warrant Shares or new Warrants shall be registered in a
name or names other than the name of the Holder, funds sufficient to pay all
transfer taxes payable as a result of such transfer shall be paid by the Holder
at the time of delivery of the Notice of Exercise.

      SECTION 4. ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment of the
Warrant Price as provided in Section 5(a), Section 5(b), Section 5(c) or Section
5(f), the number of Warrant Shares shall be changed to the number determined by
multiplying the Warrant Price in effect immediately prior to such adjustment by
the number of Warrant Shares purchasable immediately prior to such adjustment
and dividing the product thereof by the Warrant Price resulting from such
adjustment.

      SECTION 5. ADJUSTMENT. The Warrant Price and terms of the Warrant shall be
subject to adjustment from time to time as follows:

            (a) If, at any time during the Term of this Warrant, the Company
   shall make or issue, a dividend or other distribution payable in additional
   shares of Common Stock, then and in each such event the Warrant Price then in
   effect immediately before such event shall be decreased as of the time of
   such issuance by multiplying the Warrant Price then in effect by a fraction:

                                        4

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                        (1) the numerator of which shall be the total number of
shares of Common Stock issued and outstanding immediately prior to the time of
such issuance, and

                        (2) the denominator of which shall be the total number
of shares of Common Stock issued and outstanding immediately prior to the time
of such issuance plus the number of shares of Common Stock issuable in payment
of such dividend or distribution.

            (b) If, at any time during the Term of this Warrant, the number of
   shares of Common Stock outstanding is increased by a subdivision or split-up
   of shares of Common Stock, then, immediately after the date fixed for the
   determination of holders of Common Stock entitled to receive shares in such
   subdivision or split-up, the Warrant Price in effect immediately before the
   subdivision or split-up shall be appropriately decreased so that the number
   of shares of Common Stock issuable upon the exercise hereof shall be
   increased in proportion to such increase in outstanding shares.

            (c) If, at any time during the Term of this Warrant, the number of
   shares of Common Stock outstanding is decreased by a combination of the
   outstanding shares of Common Stock or reverse stock split, then, immediately
   after the effective date for such combination, the Warrant Price in effect
   immediately prior to such combination or reverse stock split shall be
   appropriately increased so that the number of shares of Common Stock issuable
   upon the exercise hereof shall be decreased in proportion to such decrease in
   outstanding shares.

            (d) If, at any time during the Term of this Warrant, the Company
   shall make or issue, or fix a record date for the determination of holders of
   Common Stock entitled to receive, a dividend or other distribution payable in
   securities of the Company (other than shares of Common Stock) or in cash or
   other property (other than dividends or distributions for which an adjustment
   is made pursuant to other provisions of this Section 5 or regular cash
   dividends paid out of earnings or earned surplus, determined in accordance
   with generally accepted accounting principles), then and in each such event
   provision shall be made so that the Holder shall receive upon the exercise
   hereof, in addition to the number of shares of Common Stock issuable
   hereunder, the kind and amount of securities of the Company, cash or other
   property which the Holder would have been entitled to receive had this
   Warrant been exercised on the effective date fixed for the determination of
   holders of Common Stock entitled to receive a dividend or distribution in
   such event and had the Holder thereafter, during the period from such date to
   and including the exercise date, retained any such securities receivable
   during such period, giving application to all adjustments called for during
   such period under this Section 5 with respect to the rights of the Holder.

            (e) In the case of any proposed consolidation or merger of the
   Company with another entity, or the proposed sale of all or substantially all
   of its assets to another person or entity, or any proposed consolidation,
   reorganization, recapitalization, or reclassification of the capital stock of
   the Company or other transaction, then, as a condition of such consolidation,
   merger, sale, consolidation, reorganization, recapitalization,
   reclassification or other transaction, the Company shall give 30 days' prior
   written notice thereof to the Holder

                                        5

<PAGE>

   hereof and lawful and adequate provision shall be made whereby the Holder
   shall thereafter have the right to receive upon the basis and upon the terms
   and conditions specified herein, in lieu of the Warrant Shares immediately
   theretofore purchasable hereunder, such shares of stock, securities, cash or
   assets as may (by virtue of such consolidation, merger, sale, consolidation,
   reorganization, recapitalization, reclassification or other transaction) be
   issued or payable with respect to or in exchange for the number of Warrant
   Shares purchasable hereunder immediately before such consolidation, merger,
   sale, reorganization, recapitalization, reclassification or other
   transaction. In any such case appropriate provision shall be made with
   respect to the rights and interests of the Holder to the end that the
   provisions hereof shall thereafter be applicable as nearly as may be
   practicable, in relation to any shares of stock, securities, cash or assets
   thereafter deliverable upon the exercise of this Warrant. Notwithstanding the
   foregoing sentences, if (x) there shall occur any consolidation, merger,
   sale, consolidation, reorganization, recapitalization or other transaction in
   which the Common Stock is converted into or exchanged for anything other than
   solely equity securities, and (y) the common stock of the acquiring or
   surviving company (which shall be understood to mean the ultimate parent of
   such company, if such company is not publicly traded and its ultimate parent
   is publicly traded) is publicly traded, then, as part of such consolidation,
   merger, sale, consolidation, reorganization, recapitalization,
   reclassification or other transaction, (i) the Holder shall have the right
   thereafter to receive upon the exercise hereof such number of shares of
   common stock of the acquiring or surviving company as is determined by
   multiplying (A) the number of shares of Common Stock subject to this Warrant
   immediately prior to such consolidation, merger, sale, consolidation,
   reorganization, recapitalization, reclassification or other transaction by
   (B) a fraction, the numerator of which is the Fair Market Value (as defined
   below) per share of Common Stock as of the effective date of such
   consolidation, merger, sale, consolidation, reorganization, recapitalization,
   reclassification or other transaction, as determined pursuant to Section 7,
   and the denominator of which is the fair market value per share of common
   stock of the acquiring or surviving company as of the effective date of such
   transaction, as determined in good faith by the Board of Directors of the
   Company (using the principles set forth in Section 7 to the extent
   applicable), and (ii) the exercise price per share of common stock of the
   acquiring or surviving company shall be the Warrant Price divided by the
   fraction referred to in clause (B) above. The Company shall not effect any
   such consolidation, merger, sale, reorganization, recapitalization,
   reclassification or other transaction unless, prior to the consummation
   thereof, the successor entity (if other than the Company) resulting from such
   consolidation, merger, sale, reorganization, recapitalization,
   reclassification or other transaction (including a purchaser of all or
   substantially all the Company's assets) assumes by written instrument the
   obligation to deliver to each Holder of Warrants such shares of stock,
   securities, cash or assets as, in accordance with the foregoing provisions,
   such Holder may be entitled to acquire upon exercise of Warrants.

            (f) If at any time the Company shall issue or sell any Common Stock
   (other than Common Stock issued (a) pursuant to the Company's existing or
   future stock option plans or pursuant to any other existing or future Common
   Stock related director or employee compensation plan of the Company approved
   by the board of directors of the Company (the "BOARD OF DIRECTORS"), (b) as
   consideration for the acquisition of a business or of assets, (c) to the
   Company's joint venture partners in exchange for interests in the relevant
   joint venture, (d) upon conversion of any shares of any series of preferred
   stock or as the payment

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<PAGE>

   of a dividend with respect to any series of preferred stock outstanding on
   the date hereof or the issuance of which caused an adjustment under the other
   provisions of this Section 5 or (e) upon the exercise or conversion of any
   security the issuance of which caused an adjustment under the other
   provisions of this Section 5 for a consideration per share less than the
   Warrant Price then in effect, or shall issue any options, rights, warrants or
   other securities convertible into or exercisable or exchangeable for Common
   Stock (other than such securities paid as dividends on any class of preferred
   stock outstanding on the date hereof or the issuance of which caused an
   adjustment under the other provisions of this Section 5) having a conversion,
   exercise or exchange price, together with the issue price of such securities,
   per share of Common Stock less than the Warrant Price then in effect, the
   Warrant Price to be in effect after such issuance or sale shall be determined
   by multiplying the Warrant Price in effect immediately prior to such issuance
   or sale by a fraction, (i) the denominator of which shall be the sum of (w)
   the number of shares of Common Stock outstanding immediately prior to such
   issuance or sale plus (x) the number of additional shares of Common Stock to
   be issued or sold (or, in the case of any options, rights, warrants or other
   convertible, exercisable or exchangeable securities, issued on conversion,
   exercise or exchange), and (ii) the numerator of which shall be the sum of
   (y) the number of shares of Common Stock outstanding immediately prior to
   such issuance and sale plus (z) the number of shares of Common Stock which
   the aggregate consideration received by the Company for the total number of
   additional shares of Common Stock so issued or sold (or issuable on
   conversion, exercise or exchange) would purchase at the Warrant Price in
   effect on the date of such issuance or sale. In case any portion of the
   consideration to be received by the Company shall be in a form other than
   cash, the fair market value (determined in accordance with the principles set
   forth in Section 7 to the extent applicable) of such non-cash consideration
   shall be utilized in the foregoing computation. Such adjustment shall be made
   successively whenever any such issuance or sale is made, and shall become
   effective immediately after such issuance or sale. If all the Common Stock
   deliverable upon exercise, conversion or exchange of securities convertible
   into Common Stock have not been issued when such securities are no longer
   outstanding, then the Warrant Price shall promptly be readjusted to the
   Warrant Price which would then be in effect had the adjustment upon the
   issuance of such securities been made on the basis of the actual number of
   Common Stock issued upon conversion, exercise or exchange of such securities.

            (g) Whenever the Warrant Price shall be adjusted as provided in this
   Section 5, the Company shall promptly prepare a statement showing the facts
   requiring such adjustment and the Warrant Price and number of Warrant Shares
   that shall be in effect after such adjustment, setting forth in reasonable
   detail and certifying the calculation of such adjustment. The Company shall
   cause a copy of such statement to be sent by mail, first class postage
   prepaid, to each Holder at its, his or her address appearing on the Company's
   records. The Company shall, as promptly as reasonably practicable after the
   written request at any time of the Holder (but in any event not later than 10
   days thereafter), furnish or cause to be furnished to the Holder a
   certificate setting forth (i) the Warrant Price then in effect and (ii) the
   number of shares of Common Stock and the amount, if any, of other securities,
   cash or property which then would be received upon the exercise of this
   Warrant.

            (h) Adjustments made pursuant to this Section 5 shall be made on the
   date such dividend, subdivision, split-up, reverse stock split, combination,
   distribution, issuance,

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<PAGE>

   sale, consolidation, reorganization, recapitalization, reclassification or
   other transaction, as the case may be, is made, and shall become effective at
   the close of business on the day such event becomes effective.

      SECTION 6. OWNERSHIP.

            6.1 Ownership of Warrant. The Company may deem and treat the person
   in whose name this Warrant is registered as the holder and owner hereof
   (notwithstanding any notations of ownership or writing hereon made by anyone
   other than the Company) for all purposes and shall not be affected by any
   notice to the contrary until presentation of this Warrant for registration of
   transfer as provided in this Section 6.

            6.2 Transfer and Replacement.

            (a) No Holder shall Transfer this Warrant other than (i) a Transfer
   to one or more of its Affiliates or (ii) if the Company first shall have been
   furnished with an opinion of legal counsel, reasonably satisfactory to the
   Company, to the effect that such Transfer is exempt from the registration
   requirements of the Securities Act. Notwithstanding the foregoing, no
   registration or opinion of counsel shall be required for, and a Transfer
   shall be permitted in the event of, a Transfer by a Holder which is a
   partnership to a partner of such partnership or a retired partner of such
   partnership or to the estate of any such partner or retired partner, or a
   Transfer by a Holder which is a limited liability company to a member of such
   limited liability company or a retired member or to the estate of any such
   member or retired member, provided that the transferee in each case agrees in
   writing to be subject to the terms of this Section 6. Any attempt to Transfer
   this Warrant other than in accordance with this Section 6 shall be null and
   void and no right, title or interest in or to such Warrant shall be
   Transferred to the purported transferee, buyer, donee, assignee or
   encumbrance holder. The Company will not give, and will not permit the
   Company's transfer agent to give, any effect to such attempted Transfer in
   its stock records.

            (b) Subject to Section 6.2(a), this Warrant and all rights hereunder
   are transferable in whole or in part upon the books of the Company by the
   Holder hereof in person or by duly authorized attorney, together with a
   properly executed Assignment (in the form of Exhibit B or Exhibit C hereto,
   as the case may be) and a new Warrant or Warrants, of the same tenor as this
   Warrant but registered in the name of the transferee or transferees (and in
   the name of the Holder, if a partial transfer is effected) shall be promptly
   made and delivered by the Company upon surrender of this Warrant duly
   endorsed, at the office of the Company referred to in Section 9 hereof. Upon
   receipt by the Company of evidence reasonably satisfactory to it of the loss,
   theft or destruction, and, in such case, of indemnity or security reasonably
   satisfactory to it, and upon surrender of this Warrant if mutilated, the
   Company shall promptly make and deliver a new Warrant of like tenor, in lieu
   of this Warrant. This Warrant shall be promptly cancelled by the Company upon
   the surrender hereof in connection with any transfer or replacement. Except
   as otherwise provided above, in the case of the loss, theft or destruction of
   a Warrant, the Company shall pay all expenses, taxes and other charges
   payable in connection with any transfer or replacement of this Warrant, other
   than documentary or stamp taxes (if any) payable in connection with a
   transfer of this Warrant, which shall be payable by the Holder. The Holder
   shall not transfer this Warrant and the rights hereunder except in compliance
   with federal and state securities laws.

                                        8

<PAGE>

      SECTION 7. FRACTIONAL SHARES. Fractional shares shall not be issued upon
the exercise of this Warrant but in any case where the Holder would, except for
the provisions of this Section 7, be entitled under the terms hereof to receive
a fractional share upon the complete exercise of this Warrant, the Company
shall, upon the exercise of this Warrant for the largest number of whole shares
then called for, pay a sum in cash equal to the excess of the Fair Market Value
of such fractional share over the Warrant Price for such fractional share on the
exercise date.

            (a) The Fair Market Value per share of Common Stock shall be
   determined as follows:

                  (i) If the Common Stock is listed on a national securities
exchange, the Nasdaq National Market or another nationally recognized trading
system as of the exercise date, the Fair Market Value per share of Common Stock
shall be deemed to be the average of the high and low reported sale prices per
share of Common Stock thereon on the trading day immediately preceding the
effective date or the exercise date, as applicable (provided that if no such
price is reported on such day, the Fair Market Value per share of Common Stock
shall be determined pursuant to clause (ii)).

                  (ii) If the Common Stock is not listed on a national
securities exchange, the Nasdaq National Market or another nationally recognized
trading system as of the effective date or the exercise date, as applicable, the
Fair Market Value per share of Common Stock shall be deemed to be the amount
most recently determined by the Board to represent the fair market value per
share of the Common Stock (including without limitation a determination for
purposes of granting Common Stock options or issuing Common Stock under any
plan, agreement or arrangement with employees of the Company); and, upon request
of the Holder, the Board (or a representative thereof) shall, as promptly as
reasonably practicable but in any event not later than 3 Business Days after
such request, notify the Holder of the Fair Market Value per share of Common
Stock and furnish the Holder with reasonable documentation of the Board's
determination of such Fair Market Value. Notwithstanding the foregoing, if the
Board has not made such a determination within the three-month period prior to
the exercise date, then (A) the Board shall make, and shall provide or cause to
be provided to the Holder notice of, a determination of the Fair Market Value
per share of the Common Stock within 15 days of a request by the Holder that it
do so, and (B) payment in cash with respect to any fractional share as required
by Section 7 hereof shall be delayed until such determination is made and notice
thereof is provided to the Holder (it being understood that this shall not
prevent the Holder, at its option, from exercising the Warrant prior to such
determination).

      SECTION 8. SPECIAL ARRANGEMENTS OF THE COMPANY. The Company covenants and
agrees that during the Term of this Warrant, unless otherwise approved by the
Holder:

            8.1 Certain Actions. The Company shall not amend its charter to
eliminate as an authorized class of capital stock that class denominated as
"Common Stock" on the date hereof. The Company shall not by any action avoid or
seek to avoid the observance

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<PAGE>

or performance of any terms of this Warrant or impair or diminish its value, but
shall at all times in good faith assist in the carrying out of all such terms of
Warrant. Without limiting the generality of the foregoing, the Company shall
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the
Company to perform its obligations under this Warrant.

            8.2 Shall Bind Successors. This Warrant and the rights evidenced
hereby shall be binding upon the Company and its successors and assigns and
shall inure to the benefit of the Holder and its permitted assigns to the extent
permitted by Section 6.2.

            8.3 No Exercise Interference; Par Value. Other than in accordance
with Section 6.2, the Company shall not close its books against the transfer of
this Warrant or of any Warrant Shares issued or issuable upon the exercise of
this Warrant in any manner which interferes with the timely exercise of this
Warrant. The Company shall from time to time take all such action as may be
necessary to assure that the par value per share of the unissued Warrant Shares
acquirable upon exercise of this Warrant is at all times equal to or less than
the Warrant Price then in effect.

            8.4 Notices of Certain Actions. The Company shall give written
notice to the Holder in the event (A) the Company closes its books or takes a
record (1) with respect to any dividend or distribution upon the Common Stock,
or for the purpose of entitling or enabling any stockholder to receive any other
right, or (2) with respect to any pro rata subscription offer to holders of
Common Stock, or (B) of any recapitalization, reorganization, reclassification,
consolidation, merger, dissolution, liquidation or sale of all or substantially
all of the Company's assets or other transaction which is effected in such a way
that holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities, cash or assets with respect to or in
exchange for Common Stock. Such notice shall be sent at least ten days prior to
the record date or effective date for the event specified in such notice.

      SECTION 9. NOTICES. Any notice or other document required or permitted to
be given or delivered to the Holder shall be delivered at, or sent by certified
or registered mail to, the Holder at such address as shall have been furnished
to the Company in writing by the Holder. Any notice or other document required
or permitted to be given or delivered to the Company shall be delivered at, or
sent by certified or registered mail to, the Company at its address for notices
set forth on the signature page hereto or to such other address as shall have
been furnished in writing to the Holder by the Company. Any notice so addressed
and mailed by registered or certified mail shall be deemed to be given when so
mailed. Any notice so addressed and otherwise delivered shall be deemed to be
given when actually received by the addressee.

      SECTION 10. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This
Warrant shall not entitle the Holder to any of the rights of a stockholder of
the Company (including, without limitation, any preemption rights, voting rights
or rights to dividends) except upon exercise in accordance with the terms
hereof. Notwithstanding the foregoing, in the event (i) the Company effects a
split of the Common Stock by means of a stock dividend and the Warrant Price of
and the number of Warrant Shares are adjusted as of the date of the distribution
of the dividend (rather than as of the record date for such dividend), and (ii)
the Holder exercises this Warrant

                                       10

<PAGE>

between the record date and the distribution date for such stock dividend, the
Holder shall be entitled to receive, on the distribution date, the stock
dividend with respect to the shares of Common Stock acquired upon such exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend. No provision hereof, in
the absence of affirmative action by the Holder to purchase shares of Common
Stock, and no mere enumeration herein of the rights or privileges of the Holder,
shall give rise to any liability of the Holder for the Warrant Price hereunder
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.

      SECTION 11. GOVERNING LAW. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.

      SECTION 12. WARRANT REGISTER. The Company shall maintain at its principal
executive offices books for the registration and the registration of transfer of
Warrants. The Holder may change its address as shown on the warrant register by
written notice to the Company requesting such change.

      SECTION 13. AMENDMENTS. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the Holder and the Company. The headings in this Warrant are for
purposes of reference only and shall not affect the meaning or construction of
any of the provisions hereof.

                                       11

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
signed by their duly authorized officers this ________ day of ____________,
2005.

                                              DDi CORP.

                                              __________________________________
                                              Name:
                                              Title:

                                              [HOLDER]:

                                              __________________________________

                                              __________________________________
                                              Name:
                                              Title:

                                              Address:

                                              __________________________________

                                              __________________________________

                                              __________________________________
                                              Attention:

                                              Facsimile:

                                       12

<PAGE>

                                    EXHIBIT A

                           FORM OF NOTICE OF EXERCISE
                [TO BE SIGNED ONLY UPON EXERCISE OF THE WARRANT]
                     TO BE EXECUTED BY THE REGISTERED HOLDER

                        TO EXERCISE THE ATTACHED WARRANT

The undersigned hereby exercises the right to purchase shares of Common Stock
which the undersigned is entitled to purchase by the terms of the attached
Warrant according to the conditions thereof, and herewith makes payment of
$_______________ therefor in cash.

All shares to be issued pursuant hereto shall be issued in the name of, and the
initial address of such person to be entered on the books of DDi CORP. shall be:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

The shares are to be issued in certificates of the following denominations:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

                                              [Type Name of Holder]

                                              By:___________________
                                              Title:________________

Date: ________________

                                       13

<PAGE>

                                    EXHIBIT B
                               FORM OF ASSIGNMENT
                                    (ENTIRE)

               [To be signed only upon transfer of entire Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                        TO TRANSFER THE ATTACHED WARRANT

FOR VALUE RECEIVED, _______________________________ hereby sells, assigns and
transfers unto _______________________________ all rights of the undersigned
under and pursuant to the attached Warrant, and the undersigned does hereby
irrevocably constitute and appoint _______________________________ Attorney to
transfer said Warrant on the books of DDi CORP., with full power of
substitution.

                                              [Type Name of Holder]

                                              By:___________________
                                              Title:________________

Date:________________

NOTICE:

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.

                                       14

<PAGE>

                                    EXHIBIT C
                               FORM OF ASSIGNMENT
                                    (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                     TO BE EXECUTED BY THE REGISTERED HOLDER
                        TO TRANSFER THE ATTACHED WARRANT

FOR VALUE RECEIVED, _______________________________ hereby sells, assigns and
transfers unto _______________________________ (i) the rights of the undersigned
to purchase ______________ shares of Common Stock under and pursuant to the
attached Warrant, and (ii) on a non-exclusive basis, all other rights of the
undersigned under and pursuant to the attached Warrant, it being understood that
the undersigned shall retain, severally (and not jointly), with the
transferee(s) named herein, all rights assigned on such non-exclusive basis. The
undersigned does hereby irrevocably constitute and appoint
__________________________ Attorney to transfer said Warrant on the books of DDi
CORP., with full power of substitution.

                                              [Type Name of Holder]

                                              By:___________________
                                              Title:________________

Date:________________

NOTICE:

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.

                                       15
</TEXT>
</DOCUMENT>
