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                  PROPRIETARY RIGHTS AND INFORMATION AGREEMENT
                                  (Version 1.1)


THIS AGREEMENT is made effective this _________ day of _____________________,
200__, by and between ________________________________________ (hereinafter
referred to as "you," "your," or "Employee"), and DigitalConvergence.:Com Inc.,
its affiliates and subsidiaries (hereinafter collectively referred to as the
"Company"), in consideration of the employment and the continued employment of
the Employee by the Company, and continued access to the Proprietary Information
of the Company for no less than thirty (30) days from the date hereof, the
current and future compensation, including any possible future increases in
compensation, paid in respect to employment, and the responsibilities assigned
and access granted to the Employee in connection with the Company's proprietary
and confidential information.


I.   INVENTIONS. As used in this Agreement, the term "Inventions" means any and
all creative work, inventions and discoveries, including improvements, original
works of authorship, designs, formulas, processes, concepts, software
development, computer programs, databases and trade secrets and related
proprietary information and materials.

     a)       YOUR RIGHTS IN INVENTIONS.

              The Company acknowledges that all Inventions: (a) that you
         made prior to your employment with the Company; and (b) that you claim
         belong to you or that you claim an interest in; and (c) in which you
         wish to retain all claimed ownership rights shall be considered to be
         "Employee Inventions" and not subject to claims by the Company.

     b)       COMPANY RIGHTS IN INVENTIONS.

              1) DISCLOSURE. You agree to maintain adequate and current
         written records of all Inventions you develop during and as the result
         of your employment at the Company, and to make full written disclosure
         in confidence to the Company of all such Inventions.

              2) ASSIGNMENT OF INVENTIONS TO THE COMPANY. You agree that all
         Inventions that: (a) are developed using the equipment, supplies,
         facilities or trade secrets of the Company, or (b) result from work
         performed by you for the Company ("Company Inventions"), will be the
         sole and exclusive property of the Company, and you will and hereby do
         assign all your rights in such Company Inventions to the Company. In
         addition, you hereby transfer and assign any "moral" rights that you
         may have in any Company Inventions under any copyright or other similar
         law, whether U.S. or foreign. You agree to waive and never to assert
         any such "moral" rights in Company Inventions during or after the
         termination of your employment with the Company.

              c)       PROTECTION OF COMPANY INVENTIONS. You agree (at the
         Company's expense) to assist the Company in every proper way to
         obtain and to help the Company enforce patents, trademarks, service
         marks, copyrights and other legal protections for Company Inventions
         in any and all countries. You agree to execute any documents that the
         Company may reasonable request for use in obtaining or enforcing such
         patents, trademarks, service marks, copyrights and other

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         legal protections. In addition, by execution f this Agreement, you
         hereby irrevocably designate and appoint the Company and its duly
         authorized officers and agents as your agent and attorney in fact to
         act for and in your behalf, to execute and file any and all such
         documents as the Company shall in its discretion determine necessary
         or advisable in obtaining or enforcing such patents, trademarks,
         service marks, copyrights and other legal protections, and to do all
         other lawfully permitted acts to accomplish the same, with the same
         legal force and effects as if executed by you. You acknowledge that
         all original works of authorship that are made by you (solely or
         jointly with others) within the scope of your employment at the
         Company, and that are protectable by copyright, are "works made for
         hire," as that term is defined in the United States Copyright Act
         (17U.S.C. Sec. 101).

II.      PROPRIETARY INFORAMTION OF THE COMPANY AND THIRD PARTIES. You
understand that your employment with the Company creates a relationship of
confidence and trust with respect to any information of a confidential or
secret nature that may be disclosed to you by the Company or learned by you in
the course of your duties at the Company, and that relates to (a) the business
of the Company or that of any of its subsidiaries, affiliates, customers,
suppliers, or (b) any confidential information of third parties disclosed to
the Company. Such confidential and secret information includes information
concerning Inventions, marketing plans, product plans, business strategies,
financial information and forecasts, personal information and customer lists
and is referred to collectively in this Agreement as "Proprietary
Information." Employee acknowledges and agrees that, while knowledge of the
Proprietary Information will continue to have value to Employee, the
Proprietary Information continues to be developed. Employee releases and
disclaims any right that he may have in the Proprietary Information to the
Company.

          a)   CONFIDENTIALITY OF PROPRIETARY INFORMATION. At all times, both
     during your employment by the Company and after its termination, you
     agree to keep all Proprietary Information in confidence and trust,
     and you will not use or disclose Proprietary Information without the
     written consent of the Company, except as may be necessary to perform
     your duties as an employee of the Company. Upon termination of your
     employment with the Company, you will promptly deliver to the Company
     all documents and materials of any kind pertaining to your work with
     the Company, and you will not take with you any documents and
     materials of any kind pertaining to your work with the Company, and
     you will not take with you any documents, materials or copies
     thereof, whether on paper, magnetic or optical media or any other
     medium, containing any Proprietary Information.

          b)   INFORMATION OF FORMER EMPLOYER. You agree that during your
     employment at the Company you will not improperly use or disclose any
     confidential or Proprietary Information or trade secrets of your
     former employers.

III.     CONFLICTING OBLIGATIONS.


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              a)     NO CONFLICTING EMPLOYMENT. You agree that during
                     the term of your employment at the Company you will not
                     plan or engage in other employment, occupation,
                     consulting or other business activity directly related to
                     the business in which the Company is now involved or
                     becomes involved during the term of your employment, nor
                     will you engage in any other activities that conflict
                     with your employment obligations to the Company.

              b)     NO CONFLICTING AGREEMENTS. You represent to the
                     Company that you have no other agreements or commitments
                     that would hinder or prevent the full performance of your
                     duties as a Company employee or your obligations under
                     this Agreement, and you agree not to enter into any such
                     conflicting agreement during the term of your employment
                     at the Company.

              c)     DISCLOSURE OF AGREEMENT. You hereby authorize the
                     Company to notify others, including customers of the
                     Company and any future employers you may have, of the
                     terms of this Agreement and your responsibilities under
                     this Agreement.

              d)     NON-COMPETITION AND NON-SOLICITATION. Ancillary to
                     the promises contained herein, and particularly with
                     regard to the Company's promise to provide the
                     Proprietary Information and your promises with regard to
                     the Proprietary Information, you agree that in the event
                     you shall at any time cease to be associated with the
                     Company as an employee, officer, and/or director you
                     shall not, for a period of twelve (12) months thereafter,
                     as an officer, director, employee, consultant, principal
                     or trustee on behalf of any other person, firm,
                     corporation, association or other entity, engage in any
                     business or activity that competes with the business of
                     the Company as now conducted or as conducted as of the
                     time you leave the Company, nor shall you solicit or
                     assist any person, firm, corporation, association or
                     other entity in soliciting any customer of the Company
                     for purposes competitive with the business of the
                     Company. You acknowledge that the scope of the activity
                     restricted is limited to the business of the Company and
                     that such restriction is reasonable to protect the
                     Proprietary Information of the Company. Because the
                     Proprietary Information may be used from many locations
                     and because of the potential worldwide application of the
                     Proprietary Information, the parties stipulate and agree
                     that the geographic restriction of this paragraph will
                     include North America, South America, Europe, and Asia
                     and shall include both operations based in such areas and
                     contact with such areas through telephonic, electronic,
                     Internet or other means. In exchange for such same
                     consideration, you further agree that for a period of
                     twelve (12) months following cessation of your
                     association with the Company you shall not employ or
                     solicit the employment of any person who shall then be
                     employed by the Company or who shall have been employed
                     by the Company within the prior twelve (12) month period,
                     on behalf of yourself or any other person, firm,
                     corporation, association or other entity, directly or
                     indirectly.

IV.      NO IMPLIED EMPLOYMENT RIGHTS. You understand and agree that this
         Agreement does not confer upon you any rights to continued employment
         by the Company that you would not


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         otherwise have, nor does this Agreement obligate the Company to
         employ you for any specific period of time.

V.       GENERAL PROVISIONS.

          a)   SEVERABILITY. Each covenant and/or provision of this
               Agreement shall be enforceable independent of every other
               covenant and/or provision. The assertion or existence of any
               breach by the Company or claim by Employee against the Company
               shall not constitute a defense to the enforcement of the
               provisions of this Agreement by the Company relating to
               Inventions, Proprietary Information, and Conflicting
               Obligations. Furthermore, in the event any covenant and/or
               provision of this Agreement is determined to be unenforceable
               for any reason, the remaining covenants and/or provisions will
               remain effective, binding, and enforceable. In the event a
               court were to determine that any provisions herein are
               unenforceable because unreasonable either in length or time or
               area to which said provisions apply, it is the intent of both
               parties hereto that said court shall reduce and reform the
               provisions thereof so as to apply to limits considered
               enforceable by said court.

          b)   GOVERNING LAW. This Agreement will be governed by the
               laws of the State of Texas as they apply to contracts entered
               into and wholly to be performed within such state. Any
               litigation or dispute resolution between the parties relating
               to this Agreement will take place in Dallas County, Texas, and
               you and the Company each consent to the personal jurisdiction
               of and venue in the state and federal courts within that
               county.

          c)   ENTIRE AGREEMENT. This Agreement sets for the entire
               agreement and understanding between you and the Company
               relating to the subject matter of this Agreement. No
               modification to or amendment of this Agreement, nor any waiver
               of any rights under this Agreement, will be effective unless
               in writing signed by both you and an authorized representative
               of the Company. Any subsequent changes in your duties, salary
               or compensation will not affect the validity or scope of this
               Agreement.

          d)   SUCCESSORS AND ASSIGNS. This Agreement will be binding
               upon your heirs, executors, administrators and other legal
               representatives and will be for the benefit of the Company,
               its successors and assigns.





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         EMPLOYEE SIGNATURE                      DATE



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         PRINTED NAME                            TITLE


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