STOCKHOLDER VOTING AGREEMENT

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Exhibit 10.2

STOCKHOLDER VOTING AGREEMENT

        STOCKHOLDER VOTING AGREEMENT, dated as of December 15, 2005 (this "Agreement"), by and among DIGITAL GENERATION SYSTEMS, INC. ("DG") and the undersigned stockholders of FCN(as defined below) (collectively, the "Stockholders" and each individually, a "Stockholder").

        WHEREAS, simultaneously with the execution of this Agreement, FAST CHANNEL NETWORK, INC., a Delaware corporation ("FCN"), and DG are entering into a Merger Agreement dated as of the date hereof (the "Merger Agreement");

        WHEREAS, DG's willingness to enter into the Merger Agreement is in part based on the Stockholders' entry into this Agreement;

        WHEREAS, each Stockholder is the record or Beneficial Owner of the number of Owned Shares (as defined herein) set forth opposite such Stockholder's name on Schedule I hereto;

        WHEREAS, DG and the Stockholders will benefit from the Merger Agreement.

        NOW, THEREFORE, in consideration of DG's entry into the Merger Agreement, each Stockholder individually with respect to themselves, and not jointly and severally, agrees with DG 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, with respect to a Stockholder, 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 FCN Common Stock which Stockholder has the right to acquire within 60 days.

        (b)   "Family Group" means, with respect to a Stockholder that is a natural person, such Stockholder's spouse, descendants (whether natural or adopted), or siblings.

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

        (d)   "FCN 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, subject to applicable contract limitations (if any), (i) with respect to a Stockholder that is a natural person, (A) any member of Stockholder's Family Group; (B) the estate or any of the heirs or legatees of Stockholder upon Stockholder's death; and (C) any trust established and maintained for the benefit of (x) Stockholder that is a natural Person or (y) any member of Stockholder's Family Group; (ii) with respect to a Stockholder that is a trust, such trust's trustor(s), and any member of the Family Group of any trustor, and any subtrust created at the death of a trustor for the benefit as any member of the Family Group of any trustor; and (iii) with respect to a Stockholder that is a business entity, an affiliate thereof or any mutual funds or other pooled investment vehicles and entity for which such Stockholder or affiliate thereof is a general partner, managing member, investment advisor or in another similar capacity.

        (d)   "FCN Common Stock" means the Common Stock, par value $0.01 per share, of FCN and any securities convertible into, exchangeable for or exercisable for such Common Stock.

         2.     Representations and Warranties of Each Stockholder .    Each Stockholder individually with respect to themselves, and not jointly and severally, represents and warrants as follows:

        (a)   Except to the extent set forth on Schedule I , the Stockholder Beneficially Owns the number of shares of FCN Common Stock set forth on Schedule I attached hereto (the "Owned Shares") and the Stockholder 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 , the Stockholder does not Beneficially Own any other FCN Common Stock or hold any securities convertible into or exchangeable for FCN Common Stock;

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

        (d)   This Agreement has been duly executed by the Stockholder and constitutes the Stockholder's valid and legally binding obligation, enforceable against the Stockholder 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 the Stockholder 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 the Stockholder 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 the Stockholder 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 FCN (including, without limitation, voting rights and rights to purchase or sell any shares of FCN Common Stock or other securities of FCN) 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 the Stockholder 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 the Stockholder after the execution hereof.

         3.     Covenants to Vote .    Each Stockholder individually with respect to themselves, and not jointly and severally, covenants as follows:

        (a)   The Stockholder 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 FCN Common Stock held during the term of this Agreement called in order to obtain the FCN Stockholder Action, however called, he will, provided that he has received written notice from DG within a reasonable period of time

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prior to any such meeting that DG 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 FCN Stockholder Action;

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

        (iii)  the Stockholder 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 the