FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the "First Amendment") is dated this 16th day of August, 1999, by and between DigitalConvergence.com Inc., a Delaware corporation (the "Company"), and Scott Carlin...

                         FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

         This First Amendment to Employment Agreement (the "First Amendment")
is dated this 16th day of August, 1999, by and between XxxxxxxXxxxxxxxxxx.xxx
Inc., a Delaware corporation (the "Company"), and Xxxxx Xxxxxx (the
"Executive").

         WHEREAS the Company and the Executive have executed that certain
Employment Agreement dated August 16,1999 relating to the employment of
Executive as the President, Media, of the Company (the "Base Agreement"); and

         WHEREAS the parties hereto desire to amend the Base Agreement in
accordance with the provisions of Section 11.5 thereof.

         NOW, THEREFORE, BE IT RESOLVED that the Base Agreement is hereby
amended as follows:

         1.       The first full sentence of subsection 3.4.1. is hereby
                  amended to read in its entirety as follows:

         "3.4.1.  Pursuant to one or more stock option agreements (hereafter
                  referred to as the "Stock Option Agreement") dated the date
                  hereof, the Company shall grant to Executive stock options,
                  under and pursuant to the Company's 1999 Stock Option Plan,
                  to purchase one thousand seven hundred fifty (1,750) shares
                  of its common stock, $.01 par value ("Common Stock"), at a
                  price of Two Thousand Eighty-Five Dollars ($2,085) per
                  share."

         2.       Subsection 3.4.2. is hereby deleted in its entirety. All
                  references in the Base Agreement to Section 3.4.2. are hereby
                  deleted.

         3.       The balance of the Base Agreement shall remain in full force
                  and effect from and after the date hereof.

         IN WITNESS WHEREOF the parties hereto have duly executed this
Agreement as the date first above written.


                                         XXXXXXXXXXXXXXXXXX.XXX INC.

                                         By:  /s/ Xxxxxxx Xxxxx
                                            -------------------
                                         Its: President
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                                         XXXXX XXXXXX

                                         Signature: /s/ Xxxxx Xxxxxx
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