<PAGE>

         THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY
         ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
         UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), AND THE SECURITY EVIDENCED HEREBY AND THE SECURITIES DELIVERED
         UPON EXERCISE THEREOF MAY NOT BE EXERCISED, OFFERED, SOLD OR OTHERWISE
         TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
         EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY
         AND THE SECURITIES DELIVERED UPON THE EXERCISE THEREOF IS HEREBY
         NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
         PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
         THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
         THE ISSUER THAT (A) SUCH SECURITY AND THE SECURITIES DELIVERED UPON
         EXERCISE HEREOF MAY BE EXERCISED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
         IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
         (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
         SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A
         U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES
         ACT, or (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (IN THE CASE OF (b), (c) OR (d),
         UPON AN OPINION OF COUNSEL AND WRITTEN CERTIFICATION IF THE ISSUER,
         REGISTRAR OR TRANSFER AGENT FOR THE SECURITIES SO REQUESTS), (2) TO THE
         ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
         EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B)
         THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
         PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY AND THE SECURITIES
         DELIVERED UPON EXERCISE HEREOF OF THE RESALE RESTRICTIONS SET FORTH IN
         (A) ABOVE.


198 Shares of Common Stock                             Warrant Certificate No. 1

                               WARRANT CERTIFICATE
                       For the Purchase of Common Stock of
                           DIGITALCONVERGENCE.COM INC.

         1.   CERTIFICATE. THIS IS TO CERTIFY THAT Belo Enterprises, Inc., or
its registered assigns ("Holder"), is entitled to exercise this Warrant
Certificate to purchase from

<PAGE>


DigitalConvergence.com Inc., a Delaware corporation (the "Company"), one hundred
ninety-eight (198) shares of common stock, par value $0.01 per share, of the
Company (the "Common Stock"), all on the terms and conditions and pursuant to
the provisions hereinafter set forth. This Warrant Certificate is executed
pursuant to the terms of that certain Warrant Agreement of even date herewith
(the "Agreement") between the Company and the Holder. Any capitalized terms not
defined herein will have the meanings set forth in the Agreement.

         2.   EXERCISE PRICE. The exercise price per share of Common Stock shall
be $3,150 (the "Exercise Price"). Such Exercise Price and the number of shares
of Common Stock into which this Warrant Certificate is exercisable are subject
to adjustment from time to time as provided in the Agreement.

         3.   EXERCISE. This Warrant Certificate may be exercised at any time or
from time to time on or after the date hereof; provided, however, that this
Warrant Certificate shall be void and all rights represented hereby shall cease
unless exercised in full before September 29, 2004 (the "Expiration Date").

         In order to exercise this Warrant Certificate, in whole or in part, the
Holder hereof shall deliver to the Company at its principal office, or at such
other office as shall be designated by the Company pursuant to the Agreement:

         (a)  written notice of Holder's election to exercise this Warrant
Certificate, which notice shall specify the number of shares of Common Stock to
be purchased pursuant to such exercise;

         (b)  payment of the Exercise Price in cash or by certified check or on
a "net basis" as set forth in SECTION 6 of the Agreement; and

         (c)  this Warrant Certificate, properly indorsed.

Upon receipt thereof, the Company shall promptly execute or cause to be executed
and deliver to such Holder a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise. The
stock certificate or certificates so delivered shall be registered in the name
of such Holder, or such other name as shall be designated in said notice
(subject to any restrictions on transfer set forth in the Agreement). If the
exercise is for less than all of the shares of Common Stock issuable as provided
in the Warrant Certificate, the Company will issue a new Warrant Certificate of
like tenor and date for the balance of such shares issuable hereunder to the
Holder.

         4.   TRANSFER. This Warrant Certificate and all options and rights
hereunder are transferable, as to all or any part of the number of shares of
Common Stock purchasable upon its exercise, in accordance with the Agreement.


                                       2
<PAGE>


         5.   REGISTRATION RIGHTS. The Common Stock into which this Warrant
Certificate is exercisable is subject to registration rights as provided in the
Registration Rights Agreement.

         6.   SUCCESSORS AND ASSIGNS. This Warrant Certificate and the rights
evidenced hereby shall inure to the benefit of and be binding upon the
successors and assigns of the Holder hereof and, shall be enforceable by any
such Holder.

         7.   HEADINGS. Headings of the paragraphs in this Warrant Certificate
are for convenience and reference only and shall not, for any purpose, be deemed
a part of this Warrant Certificate.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed and issued.

         DATED as of September 29, 1999.


                                       DIGITALCONVERGENCE.COM INC.


                                       By:    /s/ J. Jovan Philyaw
                                           -----------------------------------
                                       Name:  J. Jovan Philyaw
                                            ----------------------------------
                                       Title:
                                             ---------------------------------

                                       ATTEST:


                                       By:    /s/
                                           -----------------------------------
                                       Name:
                                            ----------------------------------
                                       Title:
                                             ---------------------------------


CORPORATE SEAL:



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