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                                 PROMISSORY NOTE

                           DIGITALCONVERGENCE.COM INC.

$8,000,000        Dallas, Texas
                                                              January 4, 1999

         DIGITALCONVERGENCE.COM INC., a Delaware corporation (the "Company"),
the principal office of which is located at 4264 Kellway Circle, Addison, Texas
75244, for value received hereby promises to pay to Infotainment Telepictures,
Inc., or its registered assigns ("Payee"), the sum of Eight Million and
00/100ths Dollars ($8,000,000.00), or such lesser amount as shall then equal the
outstanding principal amount hereof and any unpaid accrued interest thereon, as
set forth below, on January 31, 2004. Payment of all amounts due hereunder shall
be made by registered or certified mail to the registered address of Payee, or
at such other address as Payee may, from time to time, designate in writing to
the Company.

         The following is a statement of the rights of Payee of this Promissory
Note and the conditions to which this Promissory Note is subject, and to which
Payee hereof, by the acceptance of this Promissory Note, agrees:

         1.   DEFINITIONS. As used in this Promissory Note, the following
terms, unless the context otherwise requires, have the following meanings:

              (a) "Anniversary Year" shall mean that period of time commencing
on January 4 of each year and terminating on January 3 of the following year.

              (b) "Company" includes any corporation which shall succeed to or
assume the obligations of the Company under this Promissory Note.

              (c) "Holder," when the context refers to a holder of this
Promissory Note, shall mean any person who shall at the time be the registered
holder of this Promissory Note.

              (d) "First Level Qualified Public Offering" shall mean the
closing of an initial public offering of the common stock of the Company
pursuant to which the Company shall raise at least Twenty Million Dollars
($20,000,000) after commissions and underwriting discounts.

              (e) "Second Level Qualified Public Offering" shall mean the
closing of an initial public offering of the common stock of the Company
pursuant to which the Company shall raise at least Thirty Million Dollars
($30,000,000) after commissions and underwriting discounts.

              (f)  "Sale of Assets" shall mean the sale of all or substantially
all of the assets of the Company.


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         2.   INTEREST.

              (a) INTEREST RATE. The unpaid principal balance of this
Promissory Note shall bear interest at a rate equal to 6.0% per annum from the
date hereof until paid in full.

              (b) PAYMENT OF PRINCIPAL AND INTEREST. Accrued interest shall not
be payable during the first two Anniversary Years hereof unless otherwise
determined by the Board of Directors of the Company. At the end of the second
Anniversary Year the accrued amount of interest not paid shall be added to the
principal amount of this Promissory Note (collectively, the "Revised Principal
Amount") and interest thereafter should be calculated on the Revised Principal
Amount or so much of the unpaid principal balance of this Promissory Note then
outstanding. During the third Anniversary Year hereof the Company shall pay
interest only on a quarterly basis such amounts to be due and payable on March
31, 2001, June 30, 2001, September 30, 2001, and December 31, 2001,
respectively. During the fourth and fifth Anniversary Years quarterly payments
of principal and interest shall be due and payable. The amount of the principal
payment due for each such quarterly payment, unless earlier paid, shall be
12.5% of the principal amount of this Promissory Note outstanding as of the end
of the second Anniversary Year, or if higher, the Revised Principal Amount.

         3.   VOLUNTARY PAYMENT. Upon five (5) days' prior written notice to
Payee, the Company may PREPAY the principal sum of this Promissory Note, at any
time, in whole or in part, plus unpaid accrued interest to the date of payment.

         4.   MANDATORY PAYMENTS.

              (a) UPON LIQUIDATION OF THE COMPANY. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
or a Sale of Assets, prior and in preference to any distribution of any of the
assets or surplus funds of the Company to the holders of capital stock of the
Company by reason of their ownership thereof, all outstanding principal and
unpaid accrued interest on this Promissory Note shall be immediately due and
payable.

              (b) UPON EVENT OF DEFAULT. Within 30 days of Payee obtaining
actual knowledge of the occurrence of an Event of Default (as hereinafter
defined), Payee may demand the prepayment of all or any portion of this
Promissory Note by submission of written notice of prepayment to the Company.
Following the receipt of such notice, the Company shall prepay the portion of
this Promissory Note requested to be prepaid as soon as reasonably practicable,
but in any event within 30 days of date of such notice. An Event of Default for
purposes of this Section 4(b) shall mean: (i) the failure to pay interest or
principal on any scheduled payment date; (ii) the filing of any petition,
whether voluntary or involuntary, seeking the reorganization or liquidation of
the Company under any provision of the Federal Bankruptcy Code or any other
federal or state reorganization, insolvency or debtor relief law; or (iii) the
appointment of any receiver, liquidator or trustee for the Company or any of
its properties by a court order and which appointment is not vacated within 30
days; or (iv) the Company is adjudicated insolvent or the Company shall make an
assignment for the benefit of any of its creditors, admit in writing an
inability to pay debts when they become due in the ordinary course of its
business, or consent to


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the appointment of a receiver, trustee or liquidator for the Company or all or
any part of the property of the Company.

              (c) UPON QUALIFIED PUBLIC OFFERING. If, at any time, the Company
proposes to make a First Level Qualified Public Offering, then at the closing
of the First Level Qualified Public Offering, fifty percent (50%) of the
principal amount of this Promissory Note, plus the unpaid accrued interest
thereon, shall be prepaid. If, at any time, the Company proposes to make a
Second Level Qualified Public Offering, then at the closing of the Second Level
Qualified Public Offering, all of the principal amount of this Promissory Note,
plus the unpaid accrued interest thereon, shall be prepaid in full.

         5.   ASSIGNMENT. The rights of the Company and Payee shall be binding
upon and benefit the permitted successors, assigns, heirs, administrators and
transferees of the parties.

         6.   WAIVER AND AMENDMENT. Any provision of this Promissory Note may
be amended, WAIVED or modified upon the written consent of the Company and
Payee of this Promissory Note.

         7.   SUBORDINATION. Notwithstanding anything to the contrary contained
herein, the Company shall not be obligated to make payments of principal or
interest hereunder if the Company shall, at SUCH time, be in payment default on
the payment of any secured debt of the Company or any debentures issued by the
Company to investors in the Company.

         8.   AGREEMENT NOT TO ATTACH. The Payee, by its acceptance of this
Promissory Note, agrees that in the Event of Default as described in subsection
4(b)(i) hereof, and whether or not the Payee shall have obtained a judgment
thereon, unless the Company shall also be in default pursuant to subsections
4(b)(ii), (iii) or (iv) hereof, Payee shall not seek, or cause any third party
to seek, an attachment on or possession of any of the Company's intellectual
property, including but not limited to any of the Company's technology,
patents, trademarks, copyrights or any goodwill associated with any of the
foregoing.

         9.   NOTICES. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if personally delivered or, if MAILED, by registered or certified mail,
postage prepaid, at the respective addresses of the parties as set forth
herein. Any party hereto by notice so given may change its address for future
notice hereunder. Notice shall conclusively be deemed to have been given when
personally delivered or when deposited in the mail in the manner set forth
above and shall be deemed to have been received when delivered.

         10.  PAYMENTS DUE ON SATURDAY, SUNDAY OR LEGAL HOLIDAYS. If an
interest payment date for this Promissory Note, or a date fixed for payment or
prepayment of all or a portion of this Promissory Note shall be a Saturday,
Sunday or, in Dallas, Texas, a legal holiday or a day on which BANKING
institutions are authorized or required by law or executive order to close or
remain closed, then any such payment need not be made on such date but may be
made on the next succeeding day which is not a Saturday, Sunday, or in such
city, a legal holiday or a day on


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which banking institutions are closed, with the same force and effect as if
made on such required payment date.

         11.  GOVERNING LAW. This Promissory Note shall be governed by and
construed in accordance with the laws of the State of Texas, excluding that
body of law relating to conflict of laws.

         12.  HEADINGS; REFERENCES. All headings used herein are used for
convenience only and shall not be USED to construe or interpret this Promissory
Note. Except where otherwise indicated, all references herein to Sections refer
to Sections hereof.

         13.  USURY SAVINGS CLAUSE. Regardless of any provision contained
herein, or in any document executed in connection herewith, Payee shall never
be entitled to receive, collect, or apply, as interest on the indebtedness
evidenced hereby, any amount in excess of the maximum rate permitted BY law. If
Payee ever receives, collects, or applies, as interest, any such excess, such
amount which would be excessive interest shall be deemed a partial prepayment
of principal and treated hereunder as such; and if, the principal hereof is
paid in full, any remaining excess shall be refunded to the Company. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the maximum rate permitted by law, the Company and Payee
shall, to the maximum extent permitted under applicable law: (a) characterize
any nonprincipal payment as an expense, fee, or premium rather than as
interest, (b) exclude voluntary prepayments and the effects thereof, and (c)
prorate, allocate, and spread, the total amount of interest throughout the
entire contemplated term hereof, provided, that if the principal balance hereof
is paid and performed in full prior to the end of the full contemplated term
hereof. However, if the interest received for the actual period of existence
thereof exceeds the maximum rate permitted by law, Payee shall either apply or
refund to the Company the amount of such excess as herein provided, and in such
event, Payee shall not be subject to any penalties provided by any laws for
contracting for, charging, or receiving interest in excess of the maximum rate
permitted by law.

         IN WITNESS WHEREOF, the Company has caused this Promissory Note to be
issued this 4th day of January, 1999.

                                        DIGITALCONVERGENCE.COM INC.



                                        By: /s/ J. Jovan Philyaw
                                           ----------------------------
                                           Its: President - Secretary
                                                -----------------------



Name of Holder:   Infotainment Telepictures, Inc.
Address:          4264 Kellway Circle
                  Addison, Texas  75244


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