Exhibit 10.2

THIS AGREEMENT IS SUBJECT TO ARBITRATION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of the 30 th  day of August, 2006, but effective as of the 1 st  day of July, 2006, by and between Digital Generation Systems, Inc., a Delaware corporation (the “ Corporation ”), and Neil Nguyen (the “ Employee ”).

WHEREAS, the Corporation and Employee are parties to an Employment Agreement made and entered into as of the 29 th  day of March, 2005 (the “ Prior Agreement ”), which sets forth the terms and conditions of Employee’s employment with the Corporation; and

WHEREAS, the Corporation and Employee desire to amend and restate the Prior Agreement on the terms and conditions as set forth herein;

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and promises hereinafter contained, do hereby agree as follows:

1.             Employment .  The Corporation hereby employs Employee in the capacity of Executive Vice President – Sales and Operations, or in such other position of the same or greater stature as the Corporation may direct or desire (provided that the Corporation may hereafter designate that the responsibility for operations may be assigned to another person), and Employee hereby accepts the employment, on the terms and subject to the conditions hereinafter set forth.

2.             Duties .  The Employee’s principal duties and responsibilities shall be to manage the Corporation’s sales and operations personnel or such other duties consistent with his position reasonably assigned to Employee from time to time by the Chief Executive Officer.  Employee agrees to perform such services and duties and hold such offices as may be reasonably assigned to him from time to time by the Corporation, consistent with his position, and to devote substantially his full time, energies and best efforts to the performance thereof to the exclusion of

all other business activities, except any other activities as the Corporation may consent to in writing.  As the Corporation’s Executive Vice President – Sales and Operations, all operation and sales personnel shall report to Employee.

3.             Term .  The term of employment hereunder shall begin on the effective date hereof and continue for three (3) years unless earlier terminated as herein provided.

4.             Salary and Other Compensation .  As compensation for the services to be rendered by the Employee to the Corporation pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

(a)           Base Salary .  $210,000 for the twelve months ending June 30, 2007, $230,000 for the twelve months ending June 30, 2008 and $240,000 for the twelve months ending June 30, 2009, each payable in equal bi-weekly installments or in accordance with the Corporation’s then standard practices, or such higher compensation as may be established by the Corporation from time to time (“ Base Salary ”).  Any increase in Base Salary shall automatically amend this Agreement to provide thereafter that Employee’s Base Salary shall not be less then the annual amount to which the Base Salary has been increased.  If the Employee, during any period of Partial Disability, receives any periodic payments representing lost compensation under any health and accident policy or under any salary continuation insurance policy, the premiums for which have been paid by the Corporation, the amount of salary that the Employee would be entitled to receive from the Corporation during the Partial Disability shall be decreased by the amounts of such payments.  “Partially Disabled,” for purposes of this subsection, means the inability because of any physical or emotional illness to perform his assigned duties under this Agreement for forty (40) hours per week.

(b)           Bonus .  Employee shall be eligible to receive an annual bonus, within 45 days after the end of each calendar year ending during the term of this Agreement, in an amount up to $75,000 per year, to be determined as provided pursuant to Exhibit A hereto.

(c)           Stock Options .  The Corporation may grant to the Employee options to purchase shares of the Corporation’s common stock under its then-existing stock option plan at the Corporation’s sole discretion.

(d)           Car Allowance .  The Corporation shall pay to the Employee a car allowance in an amount equal to $500 per month, in arrears, during the Employment Term.

(e)           Commission .  Employee shall receive a monthly bonus in an amount equal to all ADS revenues of the Corporation and its subsidiaries, multiplied by .0007, payable in accordance with the Corporation’s then standard practices; provided , however , that if all ADS revenues of the Corporation and its subsidiaries exceed the budgeted amount for any calendar month, an additional bonus equal to such revenues multiplied by .0003 will be payable for such calendar month.  The Corporation and the Employee shall negotiate in good faith regarding modifications to the foregoing rates for

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each calendar year following 2006 so that the rates for such calendar year may be adjusted, if acceptable to the Corporation and the Employee, by February 15 of each such year.

(f)            Employee Benefit Plans . The Employee shall be eligible to participate, to the extent he may be eligible, in any profit sharing, retirement, insurance or other employee benefit plan maintained by the Corporation.

5.             Life and Health Insurance .  The Corporation, in its discretion, may apply for and procure in its own name and for its own benefit, life insurance on the life of the Employee in any amount or amounts considered advisable by the Corporation, and the Employee shall submit to any medical or other examination and execute and deliver any application or other instrument in writing, reasonably necessary to effectuate such insurance.  The Corporation shall provide health insurance, including major medical coverage, for the Employee, as described in the “DG Medical Options” schedule, a copy of which has been provided to the Employee, which schedule may be modified from time to time in the discretion of the Corporation.  The Corporation shall be obligated to bear the expenses of the coverage contemplated by the previous sentence, to the extent provided in such schedule.

6.             Expenses .  The Corporation shall pay, or reimburse the Employee, for the reasonable and necessary business expenses of the Employee.

7.             Vacations and Leave .  The Employee shall be entitled to four (4) weeks paid vacation per year.

8.             Non-Disclosure of Confidential Information .  The Employee acknowledges that in and as a result of his employment by the Corporation, he will be making use of, acquiring, and/or adding to confidential information of a special and unique nature and value relating to such matters as the Corporation’s patents, copyrights, proprietary information, trade secrets, systems, procedures, manuals, confidential reports, and lists of customers (which are deemed for all purposes confidential and proprietary), as well as the nature and type of services rendered by the Corporation, the equipment and methods used and preferred by the Corporation’s customers, and the fees paid by them.  As a material inducement to the Corporation to enter into this Agreement and to pay to Employee the compensation stated in Section 4, Employee covenants and agrees that he shall not, at any time during or for three (3) years following the term of his employment, directly or indirectly divulge or disclose for any purpose whatsoever any confidential information that has been obtained by, or disclosed to, him as a result of his employment by the Corporation.

9.             Reasonableness of Restrictions

(a)           The Employee has carefully read and considered the provisions of Section 8, an