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                              EMPLOYMENT AGREEMENT

         AGREEMENT made as of January 1, 2000, by and between

DigitalConvergence.com Inc., a corporation incorporated under the laws of the

state of Delaware, with its principal place of business at One Dallas Center,

350 N. St. Paul, Suite 200, Dallas, Texas, 75201 (the "Company"), and Patrick

V. Stark residing at the address set forth at the end of this Agreement (the

"Executive").

                                   WITNESSETH:

         WHEREAS, the Company and the Executive desire to set forth the terms

and conditions of the Executive's employment by the Company;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       TERM OF EMPLOYMENT. The Executive's employment under this

Agreement shall be for a term commencing on January 1, 2000 and terminating on

December 31, 2002, subject to earlier termination as provided in section 5

hereof (the "Term of Employment"). Each year of the Term of Employment is

referred to herein as a "Contract Year."

         2.       EMPLOYMENT

                  2.1      During the Term of Employment, the Company shall

employ the Executive as its Executive Vice-President, and the Executive shall

serve in such position, perform such services and have such authority,

functions, duties, powers and responsibilities as ordinarily are associated

with such title and as shall be designated by the President and/or CEO of the

Company. The Executive shall faithfully and diligently serve the Company and

shall devote all of his business time, attention, skill and efforts thereto;

provided, that the Executive may manage his passive investments, act as a

non-executive director of companies in which Executive has an investment and

be involved in charitable interests so long as they do not interfere or

conflict with the performance of the Executive's duties hereunder. The parties

also recognize the Executive will maintain a relationship with the firm of

Kane, Russell, Coleman &

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Logan, P.C. as "Of Counsel", and will continue to perform services on a

part-time basis to such firm for the purpose of finalizing matters to which

the Executive has previously devoted time and effort at such firm.

         3.       COMPENSATION AND OTHER REMUNERATION.

                  3.1      BASE SALARY. The Company shall pay to the Executive

during the Term of Employment base salary at the annual rate of Two Hundred

Fifty Thousand Dollars ($250,000); provided that Executive's base salary may

be increased at such time as the Company completes an initial public offering,

to a level to be negotiated in good faith at that time. Base salary will be

paid in accordance with the customary payroll practices of the Company and

shall be subject to required payroll deductions and withholdings. The

compensation due to Executive hereunder shall be due and payable

notwithstanding any compensation which Executive may earn from any other

entity or outside source.

                  3.2      BONUS. The Executive shall be eligible to receive a

bonus in respect of each Contract Year in such amount, if any, as may be

determined by the Company's board of directors.

                  3.3      VACATION. The Executive shall be entitled to a

reasonable number of days of vacation during each Contract Year, scheduled in

advance with the Company to avoid excessive disruption of the Company's

operations.

                  3.4      STOCK OPTIONS.

                           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

(1,000) shares of the Company's common stock, $.O1 par value ("Common Stock"),

at the price of Three Thousand One Hundred Fifty Dollars ($3,150) per share.

Twenty five percent (25%) of these options will vest immediately upon grant,

and the balance will vest in thirds on the last day of the first, second and

third Contract Year, provided Executive is employed on such

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dates, except as otherwise provided in the last sentence hereof. The Stock

Option Agreement will provide that the maximum number of options which may be

issued in the form of incentive stock options pursuant to Section 422 of the

Internal Revenue Code will be so issued, with the balance of the options

granted pursuant hereto to be issued as non-qualified options. The Stock

Option Agreement will further provide that if the Executive dies during the

Term of Employment or if the Company terminates this Agreement due to his

disability (as described below) or without "Cause" (as defined below), or the

Executive terminates this Agreement for "Good Reason" (as defined below), all

unvested options shall immediately become exercisable.

                           3.4.2.   All vested options will be exercisable for

a period of ten (10) years from the date of grant, regardless of whether this

Agreement has terminated. Any options granted in the form of incentive stock

options which are not exercised within three (3) months of the termination of

employment (other than due to death or disability) or twelve (12) month in the

event of termination due to disability automatically shall be converted into

non-qualified options.

         4.       BENEFITS; REIMBURSEMENT OF BUSINESS EXPENSES.

                  4.1      BENEFITS. The Executive shall participate in all

benefit plans of the Company generally available to its employees and/or to

any senior executive of the Company, whether now existing or hereafter

established (collectively, the "Benefit Plans"). The extent of Executive's

participation in the Benefit Plans shall be at the same level as the most

senior executives of the Company.

                  4.2      REIMBURSEMENT OF BUSINESS EXPENSES. Business

expenses incurred by the Executive in accordance with the Company's policies

will be reimbursed upon the presentation of receipts. Business-related air

travel shall be such class as is determined by Executive in his reasonable

discretion.

                  4.3      INSURANCE. During any period that the Executive is

rendering any services hereunder, the Company agrees to cause Executive to be

named as an insured under a director and officer liability insurance policy

which the Company shall obtain.

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         5.       TERMINATION.

                  5.1      TERMINATION FOR CAUSE.

                           5.1.1    The Company may terminate this Agreement

and all of the Company's obligations hereunder, other than its obligations set

forth below in this section 5.1, for "Cause." "Cause" shall mean that the

Executive (i) is convicted of a felony, or any misdemeanor involving fraud or

theft, (ii) engages in dishonest behavior which materially adversely affects

the Company, (iii) commits a willful and intentional act having the effect of

materially injuring the reputation or business of the Company, including,

without limitation, habitual use of illegal drugs or alcohol or (iv)

materially breaches this Agreement and, after having been given written notice

thereof by the Company, fails to correct such breach within ten (10) days

after receipt of such notice.

                           5.1.2    In the event of termination by the Company

for Cause, the Company shall have no further obligations to the Executive

other than to pay (i) base salary accrued through the effective date of

termination; and (ii) all other benefits and amounts which may be then due the

Executive under the general provisions then in effect of any Benefit Plan ((i)

and (ii) collectively, the "Termination Entitlements").

                  5.2      TERMINATION DUE TO DEATH. This Agreement shall

terminate upon the Executive's death, and in such event the Company shall have

no further obligations hereunder, other than to pay to the Executive's estate

the Termination Entitlements.

                  5.3      TERMINATION DUE TO DISABILITY. If, during the Term

of Employment, the Executive shall become physically or mentally disabled,

whether totally or partially, so that he is unable to perform the material

functions of his position for periods aggregating one hundred thirty five

(135) days in any twelve (12) month period, the Company shall be entitled to

terminate this Agreement upon written notice to the Executive given at any

time thereafter during which the Executive is still so disabled. Upon such

termination, the Term of Employment shall end, and the Company shall have no

further obligations hereunder other than to pay to the

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Executive the Termination Entitlements.

                  5.4      TERMINATION FOR GOOD REASON. "Good Reason" shall

mean any of the following: (i) a material breach by the Company of this

Agreement, (ii) a material diminution of Executive's authority, duties or

responsibilities with the Company or (iii) the assignment to Executive of

duties materially inconsistent with Executive's position with the Company,

unless otherwise approved by the Executive. If there exists an event or

condition that constitutes Good Reason, and such event or condition is not

cured within ten (10) days following Executive's giving the Company notice

thereof, Executive at any time thereafter shall have the right to terminate,

this Agreement by giving the Company written notice of such termination, and

upon his doing so, the provisions of sections 3.4.1, 3.4.2, and 5.5 and all

other relevant provisions hereof shall apply.

                  5.5      TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If

the Company terminates this Agreement without Cause (as defined in section 5.1

hereof), or if the Executive terminates this Agreement for Good Reason (as

defined in section 5.4 hereof), in addition to the Termination Entitlements,

the Executive shall be entitled to receive all base salary due for the balance

of the Term of Employment in a lump sum within thirty (30) days of the date of

termination.

                  5.6      STOCK OPTION VESTING. The impact of the termination

of this Agreement on the stock options referred to in section 3 hereof, shall

be as described in section 3 and in the Stock Option Agreements under which

such options shall be issued.

         6.       PROTECTION OF CONFIDENTIAL INFORMATION. The Executive

acknowledges that employment by the Company will bring the Executive into

close contact with the confidential affairs of the Company and its affiliates.

In recognition of the foregoing, the Executive covenants and agrees that the

Executive will keep secret all confidential matters of the Company and its

affiliates, including, without limitation, the terms and provisions of this

Agreement, and will not use for his own benefit or intentionally disclose such

matters to anyone outside of the Company,

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either during or after the Term of Employment, except with the Company's

consent, provided that (i) the Executive shall have no such obligation to the

extent such matters are or become publicly known other than as a result of the

Executive's breach of his obligations hereunder; (ii) the Executive may

disclose such matters to the extent required by applicable laws or

governmental regulations or judicial or regulatory process; and (iii) the

Executive may disclose the terms of this Agreement to his attorney(s),

accountant(s) and/or financial advisor(s).

         7.       OWNERSHIP OF WORK PRODUCT. The Executive acknowledges that

in the course of employment hereunder, he may conceive of, discover, or create

inventions or new contributions relating to the subject matter of his

employment (all of the foregoing being collectively referred to herein as

"Work Product"). The Executive acknowledges that, unless the Company otherwise

agrees, all of such Work Product shall be owned by and belong exclusively to

the Company. The Executive shall further, unless the Company otherwise agrees

in writing, (i) promptly disclose any such Work Product to the Company; (ii)

assign to the Company, upon request, the entire rights to such Work Product to

the extent not otherwise owned at law by the Company; and (iii) sign all

papers reasonably necessary to carry out the foregoing.

         8.       REPRESENTATIONS. Both Executive and Company represent and

warrant that each is not a party to any agreements or understandings which

would prevent the fulfillment by such party of the terms of this Agreement or

which would be violated by entering into this Agreement and performing such

party's obligations hereunder.

         9.       NOTICES. All notices, requests, consents and other

communications required or permitted to be given hereunder shall be in writing

and shall be deemed to have been duly given if delivered personally or three

days after being mailed first-class, postage prepaid, by registered or

certified mail, to the address of the recipient given herein (or such other

address of which notice is given or, in the case of notice to the Executive,

to the most recent address set forth on the records of the Company).

         10.      INDEMNIFICATION. The Company shall indemnify Executive

against any and all

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judgments, fines, amounts paid in settlement and reasonable expenses,

including attorneys' fees, incurred in connection with any action or

proceeding, whether civil, criminal, judicial, legislative, administrative or

investigative, or in connection with an appeal therein, by reason of the fact

that Executive is or was a director, officer, employee, representative or

agent of the Company; provided, however, that no such indemnification shall be

made to Executive if an adverse judgment or other final adjudication

establishes that the acts of Executive were committed in bad faith or were the

result of active and deliberate dishonesty and, in either case, were material

to the cause of action so adjudicated. Without limiting the foregoing,

Executive shall also be entitled to indemnification by the Company against any

liability or damage, including attorney's fees and liabilities under federal

and state securities laws, arising from any act or omission by Executive

provided such act or omission was reasonably believed to be within the scope

of Executive's authority or was taken upon advice of the accountants or legal

counsel for the Company. The indemnification of Executive provided by this

section 10 shall continue after Executive has ceased to be a director,

officer, employee, representative or agent of the Company and shall inure to

the benefit of Executive's heirs, executors, administrators and legal

representatives.

         11.      GENERAL.

                  11.1     GOVERNING LAW. This Agreement shall be governed by

and construed and enforced in accordance with the laws of the state of the

State of Texas applicable to agreements made and to be wholly performed

therein.

                  11.2     CAPTIONS. The section headings contained herein are

for reference purposes only and shall not in any way affect the meaning or

interpretation of this Agreement.

                  11.3     ENTIRE AGREEMENT; NO OTHER REPRESENTATIONS. The

parties expressly acknowledge, represent and agree that this Agreement is

fully integrated and contains and constitutes the complete and entire

agreement and understanding of the parties with respect to the subject matters

hereof and supersedes any and all agreements, understandings and discussions,

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whether written or oral, between the parties with respect to the subject

matters hereof, other than the Proprietary Rights and Information Agreement

being entered into simultaneously herewith. The parties further acknowledge,

represent, and agree that neither has made any representations, promises or

statements to induce the other party to enter into this Agreement, and each

party specifically disclaims reliance, and represents that there has been no

reliance, on any such representations, promises or statements.

                  11.4     ASSIGNABILITV. This Agreement and the parties'

rights and obligations hereunder may not be assigned by Executive or the

Company without the other's prior written consent.

                  11.5     AMENDMENTS: WAIVERS. This Agreement may be amended,

modified, superseded, canceled, renewed or extended, and the terms and

covenants hereof may be waived, only by written instrument executed by both of

the parties hereto, or in the case of a waiver, by the party waiving

compliance. The failure of either party at any time or times to require

performance of any provisions hereof shall in no manner affect such party's

right at a later time to enforce the same. No waiver by either party of the

breach of any term or covenant contained in this Agreement, whether by conduct

or otherwise, in any one or more instances, shall be deemed to be, or

construed as, a further or continuing waiver of any such breach, or a waiver

of the breach of any other term or covenant contained in this Agreement.

                  11.6     CONSTRUCTION. No presumption will be made or

inference drawn because the attorneys for one of the parties drafted this

Agreement or because of its drafting history.

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         IN WITNESS WHEREOF, the parties hereto have duly executed this

Agreement as of the date first above written.


                                   DigitalConvergence.com Inc.


                                   By:    /s/ Michael Garin
                                          -----------------
                                   Its:   President
                                          ---------


                                   Signature:/s/ Patrick V. Stark
                                             --------------------
                                   Address:        6206 Lupton
                                                   Dallas, Texas  75225