STOCKHOLDER VOTING AGREEMENT

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Exhibit 10.1

STOCKHOLDER VOTING AGREEMENT

        STOCKHOLDER VOTING AGREEMENT, dated as of December 15, 2005 (this "Agreement"), by and among FAST CHANNEL NETWORK, INC., a Delaware corporation (together with any indirect or direct parent or subsidiary, "FCN") and Scott K. Ginsburg ("Mr. Ginsburg).

        WHEREAS, simultaneously with the execution of this Agreement, Digital Generation Systems, Inc. ("DG") and FCN are entering into a Merger Agreement (the "Merger Agreement");

        WHEREAS, FCN's willingness to enter into the Merger Agreement is in part based on Mr. Ginsburg's entry into this Agreement;

        WHEREAS, Mr. Ginsburg is the record or Beneficial Owner of the number of Owned Shares (as defined herein) set forth opposite his name on Schedule I hereto;

        WHEREAS, FCN and Mr. Ginsburg (in his capacity as a stockholder of DG) will benefit from the Merger Agreement.

        NOW, THEREFORE, in consideration of FCN's entry into the Merger Agreement, Mr. Ginsburg agrees with FCN as follows:

         1.     Certain Definitions .    Capitalized terms not expressly defined in this Agreement will have the meanings ascribed to them in the Merger Agreement. For purposes of this Agreement:

        (a)   "Beneficially Own," "Beneficial Owner" or "Beneficial Ownership" with respect to any securities means having voting power or investment power with respect to such securities (as determined pursuant to Rule 13d-3(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), except for those shares of DG Common Stock which Mr. Ginsburg has the right to acquire within 60 days.

        (b)   "Family Group" means, with respect to Mr. Ginsburg, his spouse, descendants (whether natural or adopted), or siblings.

        (c)   "Transaction" means the Merger and the other transactions contemplated by the Merger Agreement.

        (d)   "Parent Stockholder Action" means the approval and adoption of the Merger Agreement, the Transactions and any other actions to be taken under the Merger Agreement in connection with the Merger pursuant to the Merger Agreement.

        (c)   "Permitted Transferee" means, with respect to Mr. Ginsburg, (i) any member of Mr. Ginsburg's Family Group; (ii) the estate or any of the heirs or legatees of Mr. Ginsburg upon Mr. Ginsburg's death; and (iii) any trust established and maintained for the benefit of (A) Mr. Ginsburg that is a natural Person or (B) any member of Mr. Ginsburg's Family Group.

        (d)   "DG Common Stock" means the Common Stock, par value $0.001 per share, of DG and any securities convertible into, exchangeable for or exercisable for such Common Stock.

         2.     Representations and Warranties of Mr. Ginsburg .    Mr. Ginsburg represents and warrants as follows:

        (a)   Except to the extent set forth on Schedule I , he Beneficially Owns the number of shares of DG Common Stock set forth on Schedule I attached hereto (the "Owned Shares") and Mr. Ginsburg has the full and sole power to vote the Owned Shares without the consent or approval of any other person or entity;

        (b)   Except for the Owned Shares and as otherwise set forth on Schedule I , he does not Beneficially Own any other DG Common Stock or hold any securities convertible into or exchangeable for DG Common Stock;

        (c)   Except as set forth on Schedule I hereto, he is the record holder of the Owned Shares;

        (d)   This Agreement has been duly executed by Mr. Ginsburg and constitutes his valid and legally binding obligation, enforceable against him in accordance with its terms, except to the extent that (x) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting the enforcement of creditor's rights generally and (y) the availability of equitable remedies may be limited by equitable principles of general applicability;

        (e)   The execution, delivery and performance of this Agreement by Mr. Ginsburg and the proxy contained herein does not violate or breach, and will not give rise to any violation or breach of any law, contract, instrument, arrangement or agreement by which Mr. Ginsburg is bound;

        (f)    The execution, delivery and performance of this agreement and the proxy contained herein do not, and performance of this Agreement will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority (other than any necessary filing under the Securities Exchange Act of 1934), domestic or foreign;

        (g)   The execution, delivery and performance of this Agreement by Mr. Ginsburg and the proxy contained herein does not create or give rise to any right in any person with respect to the Owned Shares or any other security of DG (including, without limitation, voting rights and rights to purchase or sell any shares of DG Common Stock or other securities of DG) pursuant to any stockholders' agreement or similar agreement or commitment, other than any such right as is duly and validly waived pursuant to such agreement; and

        (h)   The representations and warranties by Mr. Ginsburg in Section 2(a) made herein are qualified in their entirety by the effects of applicable community property laws and the laws affecting the rights of marital partners generally.

        For all purposes of this Agreement, Owned Shares shall include any shares of DG as to which Beneficial Ownership is acquired by Mr. Ginsburg after the execution hereof.

         3.     Covenants to Vote :    

        (a)   Mr. Ginsburg irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 11 hereof:

        (i)    at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of DG Common Stock held during the term of this Agreement called in order to obtain the Parent Stockholder Action, however called, he will, provided that he has received written notice from FCN within a reasonable period of time prior to any such meeting that FCN is unable to vote the Owned Shares subject to the irrevocable proxy set forth in Section 4 herein (the "Proxy") at the meeting, appear at the meeting or otherwise cause the Owned Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Owned Shares in favor of the Parent Stockholder Action;

        (ii)   he will execute and deliver (or cause to be executed and delivered) any written consent in favor of the Parent Stockholder Action with respect to all of the Owned Shares; and

        (iii)  he will not vote, or cause to be voted, any Owned Shares (or otherwise provide a proxy or consent or enter into another voting agreement with respect thereto) at a meeting of the holders of DG Common Stock nor execute any written consent in lieu of a meeting of

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holders of DG Common Stock (A) in favor of any other Acquisition Proposal or (B) if such v