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                                                                  EXHIBIT 10.25



                                    AGREEMENT


The following when signed by both parties constitutes an agreement dated as
of August 30, 2000 between A. T. Cross Company ("Cross") and
DigitalConvergence.:Com Inc. ("DCCI"), under which DCCI grants a license to
Cross to use DCCI's proprietary Decoder Software (defined below) for Cross'
line of graphic code reader Pens (defined below) which can be used in
connection with linking print to the World Wide Web, and under which Cross
grants DCCI the right to have certain Cross advertisements included in DCCI
advertisements related to DCCI's :CueCat-TM- Technology (defined below) and
products, including but not limited to the right to place printed inserts
relating to the Cross Pens in DCCI's :CueCat reader boxes, as further
provided below. The Agreement also covers matters relating to the
distribution, marketing and sale of Pens.

1.       DEFINITIONS: The terms set forth below shall have the following
         respective meanings when used herein:

         "Agreement" means this agreement, as the same may be amended and
         supplemented from time to time.

         "A. T. Cross Company or Cross" means Cross, its affiliated, subsidiary,
         parent and related companies, and their predecessors, successors,
         assignors, assignees, and the officers, directors, shareholders,
         agents, attorneys, representatives, and employees of all of them.

         ":CRQ Software" means DCCI's proprietary software that, when installed
         on a personal computer, will allow a user of a graphic code reader Pen
         (defined below) to gain access to the World Wide Web or data file and
         automatically link with a designated web site (the "Linked Site") by
         passing the pen over a proprietary slanted striated graphic image (a
         "Graphic").

         ":CueCat Technology" means DCCI's proprietary software, hardware or
         other technology, and any related intellectual property, used to
         transmit Graphics in printed material and allow a personal computer
         installed with :CRQ Software to automatically link to a Linked Site
         (including, without limitation, :CRQ Software, Decoder Software,
         Graphics, and :CueCat readers).

         "Decoder Software" means DCCI's proprietary decryption software that
         permits a device (such as Cross' graphic code reader pen) to interact
         with DCCI's :CRQ Software and also includes any algorithms, processes
         and techniques imbedded in the Decoder Software used to describe the
         encryption, encoding and decoding systems.

         "DigitalConvergence.:Com Inc." means DigitalConvergence.:Com Inc., its
         affiliated, subsidiary, parent and related companies, and their
         predecessors, successors, assignors,


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         assignees, and the officers, directors, shareholders, agents,
         attorneys, representatives, and employees of all of them.

         "Pen(s)" means writing instruments (e.g., ball-point pens, felt-tip
         pens, mechanical pencils) with a graphic code reader manufactured by
         Cross, that incorporates the Decoder Software. Such code readers may be
         detachable from the writing instrument (i.e. in form of a fob). Such
         Pens will be marketed and sold under the name ":Cross:Convergence",
         :Cross:Cat or such other name as the parties mutually agreed upon in
         writing ("CD Mark"). The parties agree that neither of them will use
         the CD Mark or authorize or permit any third party to use the CD Mark
         after the Term.

2.       TERRITORY: The Territory is the United States. If DCCI elects to
         license its Decoder Software for use in devices similar to the Pens for
         distribution outside the United States during the Term, DCCI will grant
         Cross a thirty (30) day period in which the parties will negotiate in
         good faith with each other exclusively regarding terms of a deal to
         have Cross manufacture/distribute Pens outside the United States before
         DCCI negotiates such a deal with any unrelated third party.

3.       LICENSE: Subject to the terms and conditions of this Agreement:

         a.       DCCI grants to Cross a non-transferable and exclusive (as
                  provided in Section 7 below) license to use DCCI's Decoder
                  Software only in the Pens manufactured and distributed to the
                  public during the Term and in the Territory.

         b.       Cross grants to DCCI, on terms consistent with those afforded
                  by Cross to its usual retailers, a non-transferable and
                  non-exclusive license to sell the Pens, should DCCI decide to
                  do so, during the Term and in the Territory, either directly
                  to customers or through any other channel(s) of distribution.

         c.       DCCI grants Cross a royalty-free, non-exclusive,
                  non-transferable license to use DCCI's name, logo, trademarks
                  and/or service marks, and all other such DCCI images (as set
                  forth on Exhibit A attached hereto and hereafter any other
                  DCCI marks or images for which DCCI gives its express written
                  permission as may be amended from time to time on prior
                  written notice to Cross) ("D-Marks"), for the purposes set
                  forth in and under the terms of this Agreement. If such
                  express written permission is not given to Cross from DCCI
                  within three (3) business days from DCCI's receipt of a
                  written request from Cross for such express written permission
                  then such consent will deemed to have been received by Cross
                  from DCCI. Cross' use of the D-Marks will be limited to the
                  purposes described in this Agreement. Cross agrees that
                  ownership of the D-Marks will remain solely with DCCI. Cross
                  further agrees that its use of the D-Marks will maintain the
                  high standard with which DCCI has maintained the D-Marks and
                  that the use of the D-Marks will be subject to DCCI's
                  Trademark Use Guidelines as are in effect, which from time to
                  time may be amended and which such


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                  amendments will be provided to Cross. Cross will not be
                  responsible for prosecuting any infringement of a DCCI mark or
                  a D-Mark. DCCI shall vigorously defend the DCCI marks and the
                  D-Marks and keep the same registered at all times. All Cross
                  Pen materials shall display a DCCI mark or D-Mark, which shall
                  be subject to the prior written approval of DCCI, which
                  approval will not be unreasonably withheld or delayed and such
                  DCCI mark or D-Marks shall be prominently displayed. If such
                  prior written approval is not given to Cross from DCCI within
                  three (3) business days from DCCI's receipt of a written
                  request from Cross for such written approval then such
                  approval will be deemed to have received by Cross from DCCI.
                  The parties approve use on the Pens of the D-Mark and the
                  Cross mark in the form of the clip on the body of the Pen
                  having the word "Cross" stamped on the length of the clip as
                  the mark customarily appears on other Cross pens and having
                  the clip terminate in the form of a ":C" emblem such ":C"
                  emblem being no less prominent than the letter "C" in the word
                  Cross and in any event legible to an average viewer. The
                  parties agree that the configuration of marks described in the
                  immediately preceding sentence will be the only marks or logos
                  on the Pens unless the parties agree otherwise in writing;
                  provided, however, that DCCI consent will not be required if
                  content providers (who are operating under a current fully
                  executed written license agreement with DCCI) request a
                  particular logo to be placed on the Pen.

4.       LICENSE FEE:

         a.       Cross shall pay a "Fee" equal to ten percent (10%) of the
                  actual gross revenue net of actual returns received by Cross
                  and its affiliates from the sales solely of the Pens by Cross
                  (the "Fee"). Cross shall be obligated to pay the Fee only from
                  and after the date on which the gross revenue received by
                  Cross or its affiliates from the sale solely of Pens, net only
                  of actual returns to Cross, equal or exceed $45 million. The
                  License Fee shall be calculated by Cross, on a monthly basis,
                  with notice to DCCI and with any amounts due DCCI to be paid
                  thirty (30) days after such calculation by Cross. Irrespective
                  of the prior sentence, Cross shall be obligated to pay the Fee
                  only from and after the date on which the gross revenue
                  received by Cross or its affiliates from the sale solely of
                  Pens, net only of actual returns to Cross, equal or exceed $40
                  million if any agreement entered into from the date of this
                  Agreement between Cross and a third party manufacturer or
                  distributor of code reading pens does not require such third
                  party manufacturer to place, at DCCI's written election,
                  Decoder Software in its code reading pens. Cross will use best
                  efforts to include DCCI's Decoder Software in all devices that
                  function similarly to Pens or otherwise read Graphics that are
                  distributed or manufactured by Cross (such as a pen marketed
                  solely under Cross or under a third party's name or a
                  Cross/third party name).

         b.       Cross hereunder makes an irrevocable assignment to DCCI of any
                  and all payments, receivables, proceeds and any other
                  consideration, excluding dividends, distributions or other
                  consideration from NeoMedia common stock owned by Cross,
                  ("Amounts")


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                  that Cross receives from NeoMedia Technologies Inc. and
                  Affiliates ("NeoMedia") from and after the date of this
                  Agreement under Exhibit D of Cross' agreement with NeoMedia
                  dated June 2, 1999 or otherwise. Cross represents and warrants
                  that no Amounts are or will be due to Cross from NeoMedia
                  other than Amounts due under such Exhibit D, except ownership
                  by Cross of common stock in NeoMedia or dividends,
                  distributions or other consideration therefrom. Cross agrees
                  that all payments made to DCCI pursuant to such irrevocable
                  assignment shall be for the full Amounts due without any set
                  offs or recoupments subtracted from Amounts. Any revenues
                  Cross receives from pens or other devices that are not Pens
                  will be Cross' sole and separate property.

5.       TERM: The Term will commence upon the full execution of this Agreement
         ("Effective Date") and continue for five (5) years thereafter.
         Notwithstanding the foregoing, Cross may terminate this Agreement on
         written notice to DCCI within thirty (30) days of the following: (a) if
         DCCI has not shipped or otherwise distributed or caused to be shipped
         or otherwise distributed to consumers at least 2 million :CueCat
         readers by December 31, 2000 or at least a total (including the
         previously mentioned 2 million) of 10 million :CueCat readers by
         December 31, 2001; or (b) if DCCI at anytime during the Term has
         consistently failed to link Graphics with Linked Sites subject to
         customary industry variances and tolerances (due solely to :CueCat
         Technology) for performance and DCCI is unable to cure such failure
         within thirty (30) days after written notice thereof by Cross. In the
         event of DCCI's failure to comply with 5(a) as specified above in this
         paragraph, then such termination will be Cross' sole and exclusive
         right and remedy.

6.       ADVERTISING AND PROMOTIONAL MATERIALS: DCCI will send each of its :CRQ
         Software users who register during the Term an e-mail (which will
         include a URL to the Cross website) at such time as DCCI deems
         appropriate in its good faith discretion which will include Cross
         promotional material regarding the Pen. Cross may create a print insert
         promoting the Pen at its expense which will be no larger than the
         envelope for the :CRQ Software CD-Rom for inclusion in the :CRQ
         Software CD-Rom envelope. Cross may also create at its expense an
         insert intended to be included in packages containing :CueCat readers
         shipped to the public. DCCI will include a print insert (as described
         above) in each of the CD-Rom envelopes and the :CueCat reader packages
         for distribution to the public during the Term; provided that if
         control, financing or other participation of such :CueCat packages or
         CD-Roms is shared with any third party, DCCI will not be obligated to
         include such inserts in the applicable CD-Rom envelope or :CueCat
         package if such third party objects or DCCI is otherwise prohibited by
         such third party to include the inserts; provided further, if DCCI has
         included such inserts in the CD-Rom envelopes and such third party so
         objects, Cross will remove the offering inserts at its expense at
         DCCI's election. In any event, DCCI will not be obligated to include
         any such printed insert if it would cause the weight of the :CueCat
         package (including any CD-Rom with a Cross print insert in the
         envelope) or CD-Rom envelope (where not included in a :CueCat package)
         to move into a more expensive shipping weight class than the package's
         or envelope's targeted shipping weight class as determined by DCCI in
         its sole good


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         faith discretion (provided Cross may elect to pay the additional
         expenses attendant to such excess weight). In addition, during the Term
         DCCI will include a reference to the Pen (e.g. a shot of the pen) in
         the video portion and the audio portion of each of the DCCI promotional
         videos, "The Next Exit" and "Convergence Day," and in such other DCCI
         promotional videos as DCCI determines. The content of such Cross
         materials in such print insert(s), e-mail content and the promotional
         video(s) will be subject to DCCI's written approval which will not be
         unreasonably withheld and will be deemed given if DCCI has not objected
         thereto within three (3) business days of receipt of the Cross material
         in written or readily readable electronic form. DCCI also will mention
         the Pen in paid print ads issued by DCCI during the Term as DCCI deems
         appropriate in its sole good faith discretion. Cross consents to the
         placement of the print inserts and the Pen in the applicable above
         mentioned DCCI materials and such Cross marks, logos and names and
         similar materials that may appear therewith; provided that any material
         not created by or under the control of Cross included therein will be
         subject to Cross's written approval not to be unreasonably withheld and
         which will be deemed given if Cross has not objected thereto with three
         (3) business days of receipt of such material by Cross.

7.       EXCLUSIVITY: Before and during the Term, DCCI will not license or
         otherwise enter into an agreement or arrangement with any other
         manufacturer of writing (on paper) pens in the Territory the right to
         include the Decoder Software on its pens for the consumer market, if
         being understood such exclusivity does not extend beyond such writing
         pens and specifically excludes other wireless graphic code readers such
         as those included in wireless telephones.

8.       CROSS' DUTIES:

         a.       Cross will include copies of the CD-ROM's containing the :CRQ
                  Software (free of charge to the customers) in the packaging of
                  all Pens Cross sells or otherwise distributes during the Term
                  in the Territory. Cross will be solely responsible for all
                  packing and shipping costs related thereto.

         b.       Cross will include references to DCCI in all of the print,
                  television and other advertising and promotional materials
                  created by or on behalf of Cross related to the Pens in a
                  manner which prominently references DCCI. DCCI has prior
                  written approval over the form and substance of such
                  references to DCCI, not to be unreasonably withheld or
                  delayed, which will be deemed given if DCCI does not object in
                  writing within three (3) business days of receipt from Cross
                  of the applicable copy or draft for the advertising or
                  promotional material. In any single piece of advertising or
                  promotional material printed and distributed under DCCI's
                  control in which two (2) or more Graphic reading devices from
                  different manufacturers or distributors are mentioned, DCCI
                  will mention the Pen as well.

         c.       During the Term, Cross will incorporate at least one (1) Cue
                  in each and every television advertisement telecast in the
                  Territory (a "Cue", like a Graphic, allows the


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                  user of a DCCI proprietary :CueCat reader device to gain
                  access to the World Wide Web and automatically link to a
                  Linked Site, but is in the form of a telecast of DCCI's
                  standard icon in the form of a ":C" which is also accompanied
                  by a telecast audio sound, as opposed to a Graphic) and a
                  Graphic in each and every print advertisement, catalog and
                  promotional material distributed in the Territory that feature
                  Cross products except code reader pens of third parties that
                  are directly competitive with the Pens. Cross will use a
                  unique Graphic in each different print advertisement in each
                  issue of each publication. For each Cue telecast and for each
                  Graphic incorporated in each advertisement in each issue of
                  each publication Cross will pay DCCI $100. DCCI will provide
                  to Cross in total one hundred forty (140) Cues and/or Graphics
                  in the aggregate, free of charge. All other terms and
                  conditions relating to the use of such Cues and/or Graphics
                  will be according to DCCI's standard license agreement subject
                  to any good faith negotiated changes. Cross will not authorize
                  or permit any Cue and/or Graphic to be linked directly to any
                  site, page or other material relating to any competitor of
                  DCCI or the Pens, without DCCI's written approval.

         d.       For Decoder Software licensed hereunder and the Pens, Cross
                  will provide, at its sole expense, technology and sales
                  support consistent with such support it provides for its own
                  products and services; provided, however, that if Pen customer
                  problems arise relating to the Decoder Software, DCCI will
                  diligently and promptly proceed to remedy the problem and will
                  supply Pen customers with the remedial technology. If DCCI
                  furnishes Cross with updates of the DCCI technology (defined
                  for the purposes of this Agreement as minor releases,
                  bug-fixes, enhancements, revisions and upgrades), Cross will
                  as promptly as reasonably possible, incorporate and implement
                  such updates; provided, however, that DCCI shall give Cross at
                  least one hundred and twenty (120) days written notice before
                  Cross must incorporate any modification to the Decoder
                  Software. Such modified Decoder Software must be used in any
                  pens manufactured or distributed after such one hundred and
                  twenty (120) days.

         e.       Cross will print and include with each Pen written
                  instructions for the Pen, in the form of a foldout sheet, the
                  content of which is subject to DCCI's written approval, which
                  will not be unreasonably withheld or delayed. The performance
                  of Cross' obligations under this Agreement will be at its sole
                  expense unless specifically stated to the contrary.

         f.       During the Term, Cross will include on each page of its Pen
                  websites DCCI's standard icon (in the form of ":C") and the
                  accompanying software on Cross' server by which the public can
                  download DCCI's :CRQ Software free of charge.

         g.       Cross will advertise, promote and market the Pens on a basis
                  no less favorable to DCCI than the basis on which Cross
                  advertises, promotes, markets and distributes its other code
                  reader pens. Cross will use reasonable commercial efforts to
                  distribute the


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                  Pens through all of Cross' distribution channels that sell
                  product(s) that include any technology other than a basic
                  writing on paper implement. Without limiting the foregoing, if
                  Cross has failed to sell, net of returns, at least the
                  following number of Pens by the following dates, DCCI may
                  terminate this Agreement: (i) the number of Pens sold by the
                  date two hundred forty (240) days after written acceptance of
                  the Decoder Software (as provided in Section 9(b) below) equal
                  to at least two percent (2%) of all :CueCat readers
                  distributed by DCCI in the Territory one hundred and fifty
                  (150) days after DCCI receives Cross' written acceptance of
                  the Decoder Software (i.e., Pens sales two hundred forty (240)
                  days out measured against two percent (2%) of reader
                  distribution one hundred fifty (150) days out); and (ii)
                  thereafter, a number of Pens sold by December 31st of each
                  year during the Term equal to at least two percent (2%) of all
                  :CueCat readers distributed by DCCI in the Territory by the
                  90th day before such December 31st (i.e., October 1st) of each
                  year during the Term (i.e., Pens sales by December 31st of
                  each year during the Term measured against two percent (2%) of
                  reader distribution by the preceding October 1st of each such
                  year); and DCCI will provide Cross monthly reports specifying
                  the number of :CueCat readers shipped to enable Cross to
                  compute the above ratios of Pens to :CueCat readers. Any such
                  termination relating to the October 1st test dates will be
                  effective on the December 31st of the year in which such
                  failure occurs. Subject to Cross otherwise complying with the
                  terms of this Agreement, the above DCCI termination right will
                  be DCCI's sole and exclusive remedy if Cross fails to sell the
                  above prescribed numbers of Pens by the specified dates. Cross
                  agrees that it will spend $1,000,000 on advertising the Pens
                  within the Territory during the first twelve (12) months of
                  the Term; $500,000 of such amount shall be spent by Cross on
                  such advertising of Pens by March 31, 2001. Thereafter, Cross
                  will spend an amount equal to at least ten percent (10%) of
                  gross annual sales of the Pens as forecast by Cross and as
                  presented to the Cross' Board of Directors for purposes of
                  Cross' annual budget each calendar year during the Term.

         h.       Cross will deliver a prototype of a Pen (which will
                  incorporate the Decoder Software) to DCCI as soon as
                  reasonably possible after being delivered the Decoder Software
                  by DCCI. DCCI will test the prototype Pen as soon as
                  reasonably possible after receipt of the same and inform Cross
                  if the pen does not read, store and upload the Codes. If DCCI
                  fails to notify Cross within five (5) business days of receipt
                  of the prototype Pen of the prototype's failure to read, store
                  and upload Codes, DCCI will be deemed to have given Cross
                  notice that the prototype properly operates to read, store and
                  upload Codes. If the Pen cannot be made operational with the
                  Decoder Software by Cross within thirty (30) days from the
                  time of receiving such notice from DCCI, then Cross shall so
                  inform DCCI and either party may terminate this Agreement on
                  thirty (30) days prior written notice to the other party. Such
                  termination will be each party's sole and exclusive remedy in
                  the event of Cross' failure to make the Pen operational as
                  provided above.


                                        7

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         i.       Prior to Cross delivering Decoder Software to any third party
                  (e.g., a third party manufacturer of code reading pens for
                  inclusion in such pens) Cross will cause such third party to
                  execute a DCCI confidentiality agreement approved in writing
                  by DCCI. Such confidentiality agreement shall at a minimum
                  bind such third party to: 1) hold the Decoder Software in
                  confidence; 2) not reverse assemble, reverse engineer, or
                  dissemble the Decoder Software; and 3) use the Decoder
                  Software in only code reader pens as authorized in writing by
                  DCCI.

         j.       Cross will use all reasonable efforts to have DCCI's and
                  Cross' disclaimers of warranty, as mutually agreed upon,
                  passed on to wholesalers, distributors, consumers and other
                  third parties who may distribute, purchase or use the Pens.

9.       DCCI'S DUTIES:

         a.       DCCI will supply all necessary copies of its :CRQ Software
                  free of charge in the form of a CD-ROM to Cross for inclusion
                  with all Pens sold, on a schedule to be mutually agreed by the
                  parties consistent with Cross' reasonable and customary
                  schedule relating to shipment of Pens. If the :CRQ Software
                  does not operate as intended within customary and reasonable
                  variances of operation, Cross will give written notice to that
                  effect to DCCI and DCCI shall have thirty (30) days from
                  receipt of such notice to cure the defect. If DCCI fails to
                  cure the defect Cross may terminate this Agreement on at least
                  thirty (30) days prior written notice to DCCI. Such
                  termination will be Cross' sole and exclusive remedy in the
                  event of DCCI's failure to cure the defect.

         b.       DCCI will supply Cross with the Decoder Software promptly
                  after DCCI receives delivery of operational Decoder Software
                  from a third party or promptly after DCCI has itself completed
                  writing the Decoder Software. Cross will have five (5)
                  business days from receipt of the Decoder Software to provide
                  DCCI with written acceptance or rejection of the Decoder
                  Software. Failure by Cross to provide such acceptance or
                  rejection to DCCI within five (5) business days from receipt
                  of the Decoder Software from DCCI shall be deemed as Cross'
                  acceptance of such Decoder Software. Cross' rejection of such
                  delivered Decoder Software shall be based upon a reasonable
                  determination of a technical deficiency with the Decoder
                  Software and in the event of such rejection by Cross its
                  written notice of such rejection to DCCI shall provide detail
                  as to the technical deficiencies that such rejection shall be
                  based upon. After DCCI endeavors to correct such deficiencies
                  DCCI shall resubmit the Decoder Software to Cross. The above
                  process shall be repeated until Decoder Software, acceptable
                  to Cross as is specifically described in this paragraph, is
                  provided by DCCI to Cross; provided that if Decoder Software
                  acceptable to Cross, as described in this paragraph, has not
                  been submitted to Cross by DCCI by December 31, 2000, this
                  Agreement will terminate automatically and such termination


                                        8
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                  shall be Cross' sole and exclusive remedy for DCCI's failure
                  to provide Cross with acceptable Decoder Software.

         c.       DCCI will endeavor to help Cross obtain retail distribution
                  during the Term and in the Territory of the Pens through the
                  Radio Shack store chain of the Tandy Corporation.

10.      SERVICE SUPPORT: DCCI is under no obligation to include DCCI's phone
         number or other contact information on any Cross materials related to
         support. Cross will provide all technical and customer support to
         Cross' customers with respect to the Pens and :CueCat Technology
         provided to customers in relation to Pens, and provide to its customers
         customary product warranties (subject to disclaimers regarding :CRQ
         Software as provided above). Such technical support for the Pens and
         :CRQ Software shall be available to Cross' customers twenty-four (24)
         hours a day, seven (7) days a week via online support and in person
         telephone support from 8 a.m. through 9 p.m. EST, Monday through
         Friday, on the same basis and at the same level of service as Cross
         affords its customers relating to other Cross products and services.

11.      OWNERSHIP/LIMITS ON LICENSE: All rights not specifically granted to
         Cross are reserved to DCCI. Cross will not add to or otherwise alter or
         edit or re-purpose any :CueCat Technology or other relating to DCCI
         properties, electronic or physical, received from or otherwise relating
         to DCCI except as otherwise provided in this Agreement. Cross will make
         no use other than that specifically licensed hereunder of the :CueCat
         Technology, or any other DCCI properties, nor will it authorize any
         other party to do so, nor will it exploit any :CueCat Technology or
         other DCCI properties beyond the terms of this Agreement, including
         without limitation, beyond the Territory or Term, except in order for
         Cross to perform its obligations hereunder and Cross will conform to
         DCCI's standards and practices as provided by DCCI to Cross for use of
         DCCI's standards and practices as provided by DCCI to Cross for use of
         DCCI's :CueCat Technology or other DCCI hardware, software, technology
         and intellectual and other DCCI properties. Without limiting the
         foregoing: (a) Cross will not reverse assemble, reverse compile,
         reverse engineer, disassemble, rent, lease, modify, merge, create
         derivative works from, incorporate within any other software or
         hardware, copy or transfer copies of any :CueCat Technology or other
         DCCI properties; or perform or display any :CueCat Technology or other
         DCCI property to or for any third party; or license or sublicense any
         :CueCate Tecnology or DCCI properties, except as specifically licensed
         hereunder; and (b) Cross acknowledges that DCCI's service marks, and
         trademarks, and D-Marks as well as all other DCCI rights under
         copyright, patent, trademark, trade dress, trade secret and all other
         DCCI intellectual property rights, are and shall remain the sole
         property of DCCI. In all uses of all DCCI properties, Cross will
         display any copyright, trademark or other notices directed by DCCI, and
         shall conform to all criteria of use furnished by DCCI, including,
         without limitation, conforming to DCCI's reasonable instructions
         regarding any packaging, inserts, advertising or promotional or other
         material prepared by DCCI relating to DCCI or DCCI property. All
         goodwill arising from Cross' use of DCCI's Marks or D-Marks shall inure
         to DCCI.


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<PAGE>


12.      REPORTS AND ACCOUNTINGS: Commencing within thirty (30) days of the
         beginning of the Term, Cross will render to DCCI accountings monthly
         within thirty (30) days of the close of the month showing the amounts
         due under this Agreement to DCCI and accompany each accounting with
         payment of the amount due. DCCI may audit Cross' books and records (and
         make copies thereof) annually on at least twenty (20) days notice
         during normal business hours. The obligations of Cross in this
         paragraph are of the essence. Amounts past due will carry interest at
         LIBOR plus two percent (2%), and Cross will pay DCCI's audit and legal
         costs if such audit discovers Cross had underpaid DCCI by five percent
         (5%) or more.

13.      REPRESENTATIONS AND WARRANTIES. DCCI and Cross each represent and
         warrant that it has the right to enter into this Agreement and grant
         the rights herein granted and that entering into this Agreement,
         granting the rights granted and assuming the obligations assumed does
         not violate any third party agreements or rights. Cross warrants and
         represents that the :CueCat Technology and all other DCCI property will
         be used by Cross solely in accordance with the terms and conditions of
         the Agreement and will not be used in a way that reflects negatively on
         DCCI or the DCCI marks and/or D-Marks or that violates any third party
         rights or any state, local or federal laws or other laws or
         regulations. Cross further warrants and represents that the :CueCat
         Technology and other DCCI property shall not be adapted, reproduced
         distributed or disclosed to any third party except to enable Cross to
         perform its obligations in accordance with this Agreement without the
         prior consent in writing of DCCI, except as provided herein. Each party
         shall indemnify and hold the other, and its affiliates, successors,
         assigns, licensees, officers, directors and employees harmless from and
         against any claims, suits or proceedings brought by or on behalf of any
         third party unaffiliated with the indemnified party, arising out of or
         relating to any breach of any representation, warranty or agreement by
         the indemnifying party herein including, without limitation all
         damages, losses, civil and criminal penalties and fines, costs and
         expenses including reasonable outside attorneys' fees incurred as a
         result of any such claims, suits or proceedings. Without limiting the
         foregoing, Cross shall indemnify and hold DCCI harmless regarding any
         liability that may arise from any claim or allegation that any Cross
         technology, or any third party hardware or software not supplied by
         DCCI but used by Cross in or in relation to Pens, infringes, in whole
         or in part, any patent, copyright, trade secret, or other intellectual
         property right of any party. Cross represents and warrants that
         throughout the Term and for at least three (3) years thereafter, it
         will carry standard product liability insurance with limits of at least
         $10 million, name DCCI as an additional insured under such policy and
         provide DCCI a certificate of such insurance before the Term commences.
         Notwithstanding the foregoing limitations, DCCI hereby indemnifies and
         shall hold harmless Cross from any claims, actions, costs, losses and
         liabilities arising from allegations by any party unaffiliated with
         Cross that the :CRQ Software supplied by DCCI for use with the Pens
         herewith infringes a U.S. patent or copyright, or the trade secrets of
         any unrelated third party, and shall pay resulting costs, damages and
         attorney fees finally awarded by a court of competent jurisdiction.
         DCCI will consider in good faith Cross consultation regarding any
         possible infringement of DCCI's patent rights licensed hereunder to
         Cross. DCCI also agrees that, if DCCI decides, in its sole discretion
         to enforce


                                       10
<PAGE>



         any of its intellectual property rights to any of the :CueCat
         Technology related to its use with Pens, it shall initiate any such
         action at DCCI's expense. If an unrelated third party claim for any
         patent, copyright, trade secret, or other intellectual property right,
         is asserted claiming that the Pen, solely due to the combination of
         Cross technology (or any third party hardware or software not supplied
         by DCCI but used by Cross in or in relation to Pens) and DCCI
         technology, in whole or in part, is infringing (as opposed to either
         the Cross or Cross' use of any third party technology or DCCI
         technology alone, in whole or in part, being infringing) then both
         Cross and DCCI agree to defend such claim together and share equally
         all costs associated with such defense or settlement, and additionally
         to share equally all costs, damages and attorney fees finally awarded
         by a court of competent jurisdiction. Both parties agree that if any
         claim for intellectual property infringement is brought against either
         party and rights can not be secured within sixty (60) days of a lawsuit
         being filed by such third party relating to the continued use of the
         intellectual property claimed to be infringing (or securing such rights
         is in the reasonable opinion of DCCI or Cross prohibitively costly),
         then either party may terminate this Agreement on at least thirty (30)
         days prior written notice to the other party. DCCI represents and
         warrants and throughout the Term and for at least three (3) years
         thereafter it will carry standard product liability insurance with
         limits of at least $10 million, naming Cross as an additional insured
         under such policy and provide Cross with a certificate of such
         insurance before the Term commences.

14.      LIMITATIONS ON WARRANTIES. Except as it relates to indemnification
         relating to actions brought by unrelated third parties as described in
         Section 13 above, and notwithstanding anything else to the contrary
         herein, the :CueCat Technology, Graphics and Cues and the services and
         materials being furnished or licensed to Cross hereunder are furnished
         or licensed by DCCI under this Agreement "AS IS," without any
         warranties of any kind, whatsoever. If DCCI is unable to deliver any
         Graphic or Cue to which Cross is entitled hereunder, DCCI shall
         authorize one substitute "make-good" Cue or Graphic during the term for
         each such undelivered Cue or Graphic, and at DCCI's election, provide a
         pro rata reduction of the license fee for such undelivered Cues or
         Graphics, and the foregoing shall be DCCI's sole obligation and Cross'
         sole and exclusive remedy for undelivered Cues or Graphics. In no event
         shall DCCI be liable for damages or Cross entitled to a refund in such
         event. In no event will DCCI be responsible to Cross or any other party
         for any default, breach or failure of performance by any third party.
         EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT (PARTICULARLY, EXCEPT
         AS IT RELATES TO INDEMNIFICATION RELATING TO ACTIONS BROUGHT BY
         UNRELATED THIRD PARTIES AS DESCRIBED IN SECTION 13), CROSS ASSUMES
         TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE DCCI SOFTWARE AND DCCI
         TECHNOLOGY, AND WITH RESPECT TO THE OBTAINING AND USE OF THE SOFTWARE;
         DCCI DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS AND
         IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT
         LIMITATION, WARRANTIES REGARDING MERCHANTABILITY OR FITNESS FOR A
         PARTICULAR PURPOSE. IN NO EVENT SHALL DCCI BE LIABLE FOR (A) LOST
         PROFITS OR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES


                                       11
<PAGE>



         ARISING OUT OF THE USE OF OR INABILITY TO USE THE DCCI SOFTWARE; OR (B)
         ANY CLAIM ATTRIBUTABLE TO LOST DATA, ERRORS, OMISSIONS, OR OTHER
         INACCURACIES IN THE DCCI SOFTWARE. UNDER NO CIRCUMSTANCES SHALL CROSS
         BE ENTITLED TO SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
         EQUITABLE REMEDY ARISING OUT OF, OR RELATED TO THE SUBJECT MATTER OF,
         THIS AGREEMENT AND CROSS HEREBY WAIVES ALL RIGHTS THERETO.

15.      MISCELLANEOUS:

         a.       CONFIDENTIALITY: Each party will keep the terms of this
                  Agreement confidential except as may be required by law,
                  regulation or judicial proceeding. The parties understand that
                  they will have access to proprietary and confidential
                  information in performance of this Agreement and each agrees
                  to hold all such information in strict confidence under the
                  terms of DCCI's standard agreement for the exchange of
                  confidential information. Further, Cross agrees that only
                  employees with a strict need to know for Cross to perform its
                  obligations under this Agreement will have access to the
                  Decoder Software or any other DCCI confidential material
                  associated with the Decoder Software.

         b.       OWNERSHIP OF INTELLECTUAL PROPERTY AND TECHNOLOGY: Without
                  limiting any other provision of this Agreement, each party
                  retains all rights, title, and interest, in and to their
                  respective intellectual property and technology. For example,
                  the combination or inclusion of one party's technology with
                  another party's technology and delivery of the resulting
                  product, does not itself effect a transfer of ownership or
                  grant a license or any right to use the technology of the
                  other party. DCCI retains all rights, title, and interest, in
                  and to the :CueCat Technology. Cross agrees to place the word
                  "Patent" followed by a patent number on each and every
                  package, that includes a Pen, as requested by DCCI. In the
                  event Cross places any non-DCCI patent number on Pens then
                  Cross agrees to also place the appropriate DCCI patent numbers
                  on Pens, as described in the prior sentence.

         c.       INITIAL SUPPLY OF PENS. Cross will provide two hundred (200)
                  Pens to DCCI free of charge within a month after such time as
                  DCCI has confirmed that the Pens are acceptable pursuant to
                  Paragraph 8(h) hereof.

         d.       EXPORT: The parties understand and acknowledge that they are
                  subject to regulations of agencies of the United States
                  government, including the United States Department of
                  Commerce, which prohibit export or diversion of certain
                  products and technology to certain countries. Any and all
                  obligations of either party to provide technical information,
                  technical assistance, any media in which any of the foregoing
                  is contained, training and related technical data
                  (collectively, "Data") shall be subject in all respects to
                  such United States laws and regulations as shall from time to
                  time


                                       12
<PAGE>



                  govern the license and delivery of technology and products
                  abroad by persons subject to the jurisdiction of the United
                  States, including the Export Administration Act of 1979, as
                  amended, any successor legislation, and the Export
                  Administration Regulations issued by the Department of
                  Commerce, or the Bureau of Export Administration. All Parties
                  warrant that they will comply in all respects with the export
                  and re-export restrictions set forth in any export license (if
                  necessary) for Data disclosed to any other party hereunder.

         e.       TAXES: Cross shall be responsible for any and all taxes
                  (except for DCCI's income taxes based upon payments of fees
                  hereunder to DCCI) incurred in connection with the grant of
                  rights hereunder, including, without limitation, the exercise
                  by Cross of rights granted hereunder and the sale of the Pens.

         f.       INDEPENDENT CONTRACTORS: Cross and DCCI are independent
                  contractors under this Agreement, and nothing herein shall be
                  construed to create a partnership, joint venture or agency
                  relationship between Cross and DCCI. Cross has no authority to
                  enter into agreements of any kind on behalf of DCCI. Cross
                  will not assign this Agreement or any of its rights or
                  delegate any of its duties hereunder without the prior consent
                  in writing of DCCI and any purported assignment or delegation
                  without such required consent shall be null and void.

         g.       TRADEMARKS: Any license right granted under this Agreement is
                  in no way a license, granted by one party to the other herein,
                  to use of the other's trademark, trade name, or trade dress,
                  without the express written consent of the other, except as
                  specifically granted herein.

         h.       AFFILIATES: Affiliate of (or affiliated with) a party means a
                  corporation or other entity that controls, is controlled by or
                  is under common control with another corporation or entity,
                  where "control" means direct or indirect ownership or control
                  of more than fifty percent (50%) of the stock or other equity
                  interest entitled to vote for the election of directors or
                  equivalent governing body.

         i.       CHOICE OF LAW: This Agreement shall be construed in accordance
                  with the laws of the Sate of New York.

         j.       ARBITRATION: Any and all disputes, differences or
                  controversies arising out of, under or in connection with this
                  Agreement, or the breach of alleged breach thereof, shall be
                  submitted to arbitration to be held in New York, New York
                  under the rules and regulations of the American Arbitration
                  Association before a single arbitrator, and judgment upon the
                  award rendered may be entered in any court having jurisdiction
                  thereof; except any claim (including defenses thereto) which
                  potentially concerns the validity, enforceability or
                  infringement of intellectual property owned or controlled by
                  DCCI shall not be resolved by arbitration without the prior
                  approval in writing of


                                       13
<PAGE>



                  DCCI, and instead shall be resolved exclusively in a court of
                  competent jurisdiction located in New York, New York, and both
                  parties waive any objections to jurisdiction or venue with
                  respect hereto.

         k.       NOTICES: All notices, demands or other communications
                  hereunder shall be in writing and shall be deemed to have been
                  duly given: (i) if mailed by certified mail, postage prepaid,
                  on the date three (3) days following the date of mailing, (ii)
                  if delivered by overnight courier, when received by the
                  addressee or (iii) if sent by confirmed telecommunication, one
                  business day following receipt by the addressee at the address
                  set forth at the beginning of this Agreement, or such other
                  address as either party may specify in writing.

         l.       TERMINATION: The termination or expiration of this Agreement,
                  howsoever occasioned, shall not affect any of the provisions
                  of this Agreement that are expressly or by implication to come
                  into or continue in force after such termination or
                  expiration.

         m.       MULTIPLE COPIES: This Agreement may be executed in one or more
                  counterpart copies, each of which shall be considered an
                  original, and all of which when taken together shall
                  constitute one and the same agreement. Delivery of an executed
                  counterpart of a signature page by telecopier shall be as
                  effective as delivery of an original manually executed
                  counterpart.

         n.       WAIVER: No waiver of any breach of any provision of this
                  Agreement shall constitute a waiver of any prior, concurrent
                  or subsequent breach of the same or any other provisions
                  hereof, and no waiver shall be effective unless made in
                  writing and signed by an authorized representative of the
                  waiving party.

         o.       SURVIVAL: In the event any provision of this Agreement shall
                  for any reason be held to be invalid, illegal or unenforceable
                  in any respect, the remaining provisions shall remain in full
                  force and effect.

         p.       PRESUMPTIONS: In resolving any dispute or contruing any
                  provision hereunder, there shall be no presumptions made or
                  inferences drawn (i) because the attorneys for one of the
                  parties drafted the Agreement; (ii) because of the drafting
                  history of the Agreement; or (iii) because of the inclusion of
                  a provision not contained in a prior draft, or the deletion of
                  a provision contained in a prior draft.

         q.       HEADINGS: Section headings are for convenience only and are
                  not a part of this Agreement.

         r.       ENTIRE AGREEMENT: This Agreement contains the entire
                  understanding of the parties hereto with respect to the
                  transactions and matters contemplated hereby, supersede


                                       14
<PAGE>


                  all previous agreements between DCCI and Cross concerning the
                  subject matter, and cannot be amended except by a writing
                  signed by both parties. No party hereto has relied on any
                  statement, representation or promise of any other party or
                  with any other officer, agent, employee or attorney for the
                  other party in executing this Agreement except as expressly
                  stated herein.

DIGITALCONVEREGENCE.:COM INC.

By:  /s/ John G. Huncke
Title:  EVP Media
Date:  9/1/00


ACCEPTED AND AGREED:

A. T. CROSS COMPANY


By:  /s/
    ------------------------------
Title:  Exec. V.P.
Date:  9/1/00




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