AMENDMENT TO STOCK PURCHASE AGREEMENT

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                                                                  EXHIBIT 2.2

                                  AMENDMENT TO
                            STOCK PURCHASE AGREEMENT




         This Amendment to Stock Purchase Agreement is dated this 8th day of
November, 1996 by and among Digital Generation Systems, Inc. ("DG Systems"),
PDR Productions, Inc. ("PDR"), Xxx XxXxxx (the "Stockholder").

                                   WITNESSETH

         WHEREAS, on October 15, 1996, DG Systems, PDR and the Stockholder
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
whereby DG Systems agreed to purchase from the Stockholder 100% of the issued
and outstanding shares of PDR; and

         WHEREAS, DG Systems' due diligence review also reveals that (despite
representations in the Stock Purchase Agreement that there was no litigation
pending) there is currently pending copyright infringement litigation
instituted by Xxxxxxx Xxxxxxxxxx, et. al. against PDR in the United States
District Court, Southern District of New York (the "Copyright Infringement
Litigation"); and

         WHEREAS, as a prerequisite to completing the transaction under the
Stock Purchase Agreement, DG Systems is requiring that this amendment be
executed and delivered whereby DG Systems is fully indemnified against
liability resulting from or relating to the Copyright Infringement Litigation;
and


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         WHEREAS, the parties have agreed to execute this amendment to induce
DG Systems to complete the transaction pursuant to the Stock Purchase
Agreement.

         NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is agreed as follows:

         1.   The Indemnification Obligations of PDR, Stockholder as set
              forth in Article XII of the Stock Purchase Agreement shall
              apply to all Claims (as defined in Section 12.1 of the Stock
              Purchase Agreement) relating to the Copyright Infringement
              Litigation.

         2.   The Threshold, Indemnity Limit and Expiration Period (as such
              as term are defined in Section 12.3 (a) (b) and (c) of the
              Stock Purchase Agreement), shall not apply to any Claims
              relating to the Copyright Infringement Litigation it being the
              intent that DG Systems shall be fully, completely and forever
              indemnified as to any of the foregoing.

         3.   Except as set forth herein, all of the terms of the Stock
              Purchase Agreement shall remain in full force and effect.





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         In Witness Whereof, the undersigned have executed this agreement as of
the date first written above.

WITNESS OR ATTEST:                       DIGITAL GENERATION SYSTEMS, INC.



                                         BY:  /s/ XXXXX X. XXXXXXXXX
-----------------------------                 --------------------------------
                                              Name:  Xxxxx X. Xxxxxxxxx
                                              Title: Chief Executive Officer


                                         PDR PRODUCTIONS, INC.



                                         BY:  /s/ XXX XXXXXX
-----------------------------                 --------------------------------
                                              Name:  Xxx XxXxxx
                                              Title: President


                                         /s/ XXX XXXXXX
-----------------------------            -------------------------------------
                                         Xxx XxXxxx


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