<PAGE>

                                                                     EXHIBIT 4.5


            FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"AGREEMENT") is made as of this 25th day of April, 2000, by and among
DigitalConvergence.:Com Inc., a Delaware corporation (the "COMPANY") and the
Investors shown on the signature pages hereof (collectively, the "INVESTORS" and
each individually an "INVESTOR").


                                    RECITALS

         WHEREAS, each of the Investors now or may hereafter own equity
securities of the Company (including, without limitation, shares of the
Company's Common Stock, $0.01 par value per share (the "COMMON STOCK")), a class
or series of preferred stock (including, without limitation, shares of the
Company's Series A Convertible Preferred Stock, $0.01 par value per share (the
"SERIES A PREFERRED"), shares of the Company's Series B Convertible Preferred
Stock, $0.01 par value per share (the "SERIES B PREFERRED"), and shares of the
Company's Series C Convertible Preferred Stock, $0.01 par value per share (the
"SERIES C PREFERRED")), options, warrants, instruments convertible or
exchangeable into such securities or rights to acquire such securities;

         WHEREAS, this Agreement amends and restates the Registration Rights
Agreement dated as of September 29, 1999 among the holders of the Series A
Preferred, the Company and the other parties thereto;

         WHEREAS, NBC-DCCI Holding, Inc. (including any affiliate of NBC-DCCI
Holding, Inc. to which Restricted Stock (as defined in Section 1) may have been
issued or transferred, "NBC" and the Company have entered into two Warrant
Agreements on April 18, 2000 (the "Warrant Agreements"), granting NBC the right
to acquire up to 3,752,445 shares (the "First Warrant") and 4,505,165 shares,
subject to adjustment (the "Second Warrant" and together with the First Warrant,
the "Warrants"), respectively, of Common Stock, as adjusted pursuant to the
terms of the Warrant Agreements; and

         WHEREAS, the Investors, including NBC, and the Company desire to be
granted and to grant the rights created herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned parties hereto
agree as follows:

         1.       Certain Definitions. As used in this Agreement, the following
terms shall have the following respective meanings:


<PAGE>


                  "COMMISSION" shall mean the Securities and Exchange
         Commission, or any other federal agency at the time administering the
         Securities Act.

                  "COMMON STOCK" shall mean the Common Stock, $0.01 par value
         per share, of the Company, as constituted as of the date of this
         Agreement.

                  "CONVERSION SHARES" shall mean shares of Common Stock issued
         or issuable upon conversion of the Preferred Stock.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
         as amended, or any similar federal statute, and the rules and
         regulations of the Commission thereunder, all as the same shall be in
         effect at the time.

                  "PREFERRED STOCK" shall mean the Series A Preferred, the
         Series B Preferred and the Series C Preferred.

                  "QUALIFIED PUBLIC OFFERING" shall mean the closing of an
         underwritten public offering of Common Stock pursuant to an effective
         registration statement under the Securities Act in which: (i) the gross
         proceeds equal or exceed $75,000,000 and (ii) the aggregate market
         value of the Common Stock of the Company immediately prior to the
         closing of the underwritten public offering, but assuming the
         conversion of each then outstanding share of Preferred Stock (and
         determined utilizing the offering price in such underwriting), equals
         or exceeds $750,000,000.

                  "REGISTRATION EXPENSES" shall mean the expenses so described
         in SECTION 8.

                  "RESTRICTED STOCK" shall mean the Conversion Shares and any
         other shares of Common Stock held by any Investor or the permitted
         transferee of any Investor, excluding Conversion Shares or other shares
         of Common Stock which have (a) been registered under the Securities Act
         pursuant to an effective registration statement filed thereunder and
         disposed of in accordance with the registration statement covering
         them, (b) been publicly sold pursuant to Rule 144 under the Securities
         Act or (c) ceased to be outstanding.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
         amended, or any similar federal statute, and the rules and regulations
         of the Commission thereunder, all as the same shall be in effect at the
         time.

                  "SELLING EXPENSES" shall mean the expenses so described in
         SECTION 8.

         2.       RESTRICTIVE LEGEND. Each certificate representing shares of
Restricted Stock or Preferred Stock shall, except as otherwise provided in this
SECTION 2 or in SECTION 3, be stamped or otherwise imprinted with a legend
substantially in the following form:


                                       2
<PAGE>


                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE
                  TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN
                  REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN
                  EXEMPTION FROM REGISTRATION IS AVAILABLE."

A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company (it being agreed that Vinson & Elkins L.L.P.,
Jenkens & Gilchrist, a Professional Corporation, or Skadden, Arps, Slate,
Meagher & Flom LLP shall be satisfactory) the securities represented thereby may
be publicly sold without registration under the Securities Act and any
applicable state securities laws.

         3.       NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer
of any shares of Restricted Stock or Preferred Stock (other than under the
circumstances described in SECTIONS 4, 5 or 6), the holder thereof shall give
written notice to the Company of its intention to effect such transfer. Each
such notice shall describe the manner of the proposed transfer and, if
requested by the Company, shall be accompanied by an opinion of counsel
satisfactory to the Company (it being agreed that Vinson & Elkins L.L.P.,
Jenkens & Gilchrist, a Professional Corporation, or Skadden, Arps, Slate,
Meagher & Flom LLP shall be satisfactory) to the effect that the proposed
transfer may be effected without registration under the Securities Act and
any applicable state securities laws, whereupon the holder of such stock
shall be entitled to transfer such stock in accordance with the terms of its
notice; PROVIDED, HOWEVER, that no such opinion of counsel shall be required
for a transfer to one or more partners of the transferor (in the case of a
transferor that is a partnership) or to an affiliate. Each certificate for
shares of Restricted Stock or Preferred Stock transferred as above provided
shall bear the legend set forth in SECTION 2, except that such certificate
shall not bear such legend if (a) such transfer is in accordance with the
provisions of Rule 144 (or any other rule permitting public sale without
registration under the Securities Act) or (b) the opinion of counsel referred
to above is to the further effect that the transferee and any subsequent
transferee (other than an affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration under the
Securities Act. The restrictions provided for in this SECTION 3 shall not
apply to securities which are not required to bear the legend prescribed by
SECTION 2 in accordance with the provisions of that Section.

         4.       REQUIRED REGISTRATION.

                  (a) If, at any time after 180 days from the date of the first
public offering of Common Stock pursuant to an effective registration statement
under the Securities Act (including, without limitation, a Qualified Public
Offering), the holder or holders of Restricted Stock, other than NBC, may
request (pursuant to this SECTION 4(a)) the Company to register under the
Securities Act the shares of Restricted Stock held by such requesting holder or
holders for sale in the manner specified in the notice; PROVIDED, HOWEVER, that
no such registration shall be required for an amount less than ten percent (10%)
of the aggregate number of shares of Restricted Stock held by Investors,


                                       3
<PAGE>


other than NBC, immediately after the completion of the issuance of the
shares of Series B Preferred and Series C Preferred on the date hereof.
Notwithstanding anything to the contrary contained herein, no request may be
made under this SECTION 4(a) within 180 days after the effective date of a
registration statement filed by the Company covering a firm commitment
underwritten public offering in which the holders of Restricted Stock shall
have been entitled to join pursuant to SECTIONS 5 or 6 and in which there
shall have been effectively registered all shares of Restricted Stock as to
which registration shall have been requested.

                  (b) If, at any time after 180 days from the date of the first
public offering of Common Stock pursuant to an effective registration statement
under the Securities Act (including, without limitation, a Qualified Public
Offering), NBC may request (pursuant to this SECTION 4(b)) the Company to
register under the Securities Act the shares of Restricted Stock held by NBC for
sale in the manner specified in the notice; PROVIDED, HOWEVER, that no such
registration shall be required for an amount less than fifteen percent (15%) of
the aggregate number of shares of Restricted Stock for which the Warrants were
exercisable as of the date of original issuance, as adjusted pursuant to the
terms of the Warrant Agreements. Notwithstanding anything to the contrary
contained herein, no request may be made under this SECTION 4(b) within 180 days
after the effective date of a registration statement filed by the Company
covering a firm commitment underwritten public offering in which the holders of
Restricted Stock shall have been entitled to join pursuant to SECTIONS 5 or 6
and in which there shall have been effectively registered all shares of
Restricted Stock as to which registration shall have been requested.

                  (c) Following receipt of any notice under this SECTION 4, the
Company shall promptly (but in any event within 10 days) notify in writing all
holders of Restricted Stock from whom notice has not been received and shall use
its best efforts to register under the Securities Act, for public sale in
accordance with the method of disposition specified in such notice from
requesting holders, the number of shares of Restricted Stock specified in such
notice (and in all written notices received by the Company from other holders
within 30 days after the giving of such notice by the Company). If such method
of disposition shall be an underwritten public offering, the holders of at least
a majority of the shares of Restricted Stock to be sold in such offering who
exercised their registration rights pursuant to SECTION 4(a) or 4(b) hereof may
designate the managing underwriter(s) of such offering, subject to the approval
of the Company, which approval shall not be unreasonably withheld or delayed.
The Company shall be obligated to register Restricted Stock pursuant to SECTIONS
4(a) and (b) as follows:

         (i)      The holder or holders of Restricted Stock other than NBC shall
                  be entitled to three (3) demand registrations pursuant to
                  SECTION 4(a) only; and

         (ii)     NBC shall be entitled to (x) one demand registration, if NBC
                  has exercised all or any portion of the First Warrant and (y)
                  an additional two demand registrations if NBC has exercised
                  the First Warrant in full and all or any portion of the Second
                  Warrant.


                                       4
<PAGE>


If a holder or holders of Restricted Stock other than NBC request the Company to
register shares of Restricted Stock in accordance with SECTION 4(a), NBC may
join in such request as a demanding holder under SECTION 4(b), provided that NBC
satisfies the fifteen percent (15%) threshold specified therein. Otherwise, if
NBC does not effectively exercise its demand right under SECTION 4(b), NBC may
join in the requested registration under SECTION 5. Likewise, if NBC requests
the Company to register shares of Restricted Stock in accordance with SECTION
4(b), the other holders of Restricted Stock may join in such request as
demanding holders under SECTION 4(a), provided that such holders satisfy the ten
percent (10%) threshold specified therein. Otherwise, if one or more holders do
not effectively exercise their demand rights under SECTION 4(a), such holder or
holders may join in the requested registration under SECTION 5. The Company's
obligation to register Restricted Stock pursuant to SECTION 4 shall not be
deemed satisfied in respect of any registration: (i) unless a registration
statement covering at least 85% of the shares of Restricted Stock specified in
notices received as aforesaid, for sale in accordance with the method of
disposition specified by the requesting holders, shall have become effective,
(ii) if after a registration statement has become effective, such registration
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court for any reason,
resulting in a failure to consummate the offering of Restricted Stock offered
thereby, (iii) if after a registration statement has become effective, the
offering of Restricted Stock offered thereby is not consummated due to factors
beyond the control of the holders of such Restricted Stock, including, without
limitation, in the context of a proposed firm commitment underwriting, the fact
that the underwriters have advised the holders of such Restricted Stock that
such Restricted Stock cannot be sold at a net price equal to or above the net
price anticipated at the time of filing of the preliminary prospectus, or (iv)
if the conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
through no fault of the holders of such Restricted Stock. The Company shall be
entitled to include in any registration statement referred to in this SECTION 4,
for sale in accordance with the method of disposition specified by the
requesting holders, shares of Common Stock to be sold by the Company for its own
account. In the event that any registration pursuant to this SECTION 4 shall be,
in whole or in part, an underwritten public offering of Common Stock and the
managing underwriter advises the Company that inclusion of all such Restricted
Stock would adversely affect the marketing of the offering, the Company shall
allocate the shares of Common Stock to be included in such registration as
follows: (A) first, to the holders of Restricted Stock requesting, pursuant to
this SECTION 4, that shares of Restricted Stock be included in the registration,
pro rata on the basis of the number of shares of Restricted Stock requested to
be included in the registration pursuant to SECTION 4, (B) second, to the extent
of any remaining shares to be included in the registration, to holders of
Restricted Stock exercising their rights pursuant to SECTION 5 hereof, pro rata
on the basis of the number of shares of Restricted Stock requested to be
included in the registration, (C) third, to the extent of any remaining shares
to be included in the registration, to the Company, and (D) fourth, to the
extent of any remaining shares to be included in the registration, to all other
persons requesting shares of Common Stock to be included in the registration,
pro rata on the basis of the number of shares of Common Stock requested to be
included in the registration.


                                       5
<PAGE>


         5.       INCIDENTAL REGISTRATION. If the Company at any time within
ten (10) years after the Company's first firm commitment underwritten public
offering proposes to register any of its securities under the Securities Act
for sale to the public, whether for its own account or for the account of
other security holders or both (except with respect to registration
statements on Forms S-4, S-8 or another form not available for registering
the Restricted Stock for sale to the public), each such time it will give
written notice as promptly as reasonably practicable to all holders of
outstanding Restricted Stock of its intention so to do. Upon the written
request of any such holder, received by the Company within 30 days after the
receipt of any such notice, to register any of its Restricted Stock, the
Company will use its best efforts to cause the Restricted Stock as to which
registration shall have been so requested to be included in the securities to
be covered by the registration statement proposed to be filed by the Company,
all to the extent requisite to permit the sale or other disposition by the
holder of such Restricted Stock so registered. In the event that any
registration pursuant to this SECTION 5 shall be, in whole or in part, an
underwritten public offering of Common Stock and the managing underwriter
advises the Company that inclusion of all such Restricted Stock would
adversely affect the marketing of the offering, the Company shall allocate
the shares of Common Stock to be included in such registration as follows:
(A) first, to the person(s) who initiated such registration for all
securities requested to be offered by such person(s), (B) second, to the
holders of Restricted Stock requesting, pursuant to this SECTION 5, that
shares of Restricted Stock be included in the registration and to any other
holders of "piggyback" registration rights requesting inclusion, pro rata on
the basis of the number of shares of Restricted Stock and/or Common Stock
requested to be included in the registration, (C) third, to the extent of any
remaining shares to be included in the registration, to the Company if the
Company did not initiate such registration for the sale of securities for its
own account, and (D) fourth, to the extend of any remaining shares to be
included in the registration, to all other persons requesting shares of
Common Stock to be included in the registration, pro rata on the basis of the
number of shares of Common Stock requested to be included in the
registration. Notwithstanding the foregoing provisions, the Company may
withdraw or cease proceeding with any registration statement referred to in
this SECTION 5 without thereby incurring any liability to the holders of
Restricted Stock; provided, however, without prejudice to the rights of any
holder or holders of Restricted Stock entitled to do so to request that such
registration be effected as a registration under SECTIONS 4(a) or 4(b), as
the case may be.

         6.       REGISTRATION ON FORM S-3. To the extent within the Company's
control, the Company shall use its reasonable best efforts to qualify for
registration on Form S-3 as soon as legally possible. If at any time (a) a
holder or holders of Restricted Stock requests that the Company file a
registration statement on Form S-3 or any successor thereto for a public
offering of all or any portion of the shares of Restricted Stock held by such
requesting holder or holders, the aggregated proposed offering price is not less
than $10,000,000 for any such registration, and (b) the Company is a registrant
entitled to use Form S-3 or any successor thereto to register such shares for
secondary sales, then the Company shall use its best efforts to register under
the Securities Act on Form S-3 or any successor thereto for public sale in
accordance with the method of disposition specified in such notice, the number
of shares of Restricted Stock specified in such notice. Whenever the Company is
required by this SECTION 6 to use its best efforts to effect the registration of
Restricted


                                       6
<PAGE>

Stock, each of the procedures and requirements of SECTION 4 (including, but
not limited to, the requirement that the Company notify in writing all
holders of Restricted Stock from whom notice has not been received and
provide them with the opportunity to participate in the offering) shall apply
to such registration; PROVIDED, HOWEVER, that the requirements contained in
the first sentence of SECTION 4(a) shall not apply to any registration on
Form S-3 which may be requested and obtained under this SECTION 6; and
PROVIDED, FURTHER, HOWEVER, that there shall be no limitation on the number
of registrations on Form S-3 which may be requested and obtained under this
SECTION 6. Subject to the above, in the event that the Company has effected
three or more registrations on Form S-3 pursuant to this SECTION 6 during any
12 month period, any additional registration(s) on Form S-3 requested
pursuant to this SECTION 6 during such 12 month period shall be at the
expense of the requesting holder.

         7.       REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of SECTIONS 4, 5 or 6 to use its best efforts to
effect the registration of any shares of Restricted Stock under the
Securities Act, the Company will, as expeditiously as possible:

                  (a) prepare and, within 90 days after the end of the period
within which requests for registration may be given to the Company or in any
event as soon thereafter as possible, file with the Commission a registration
statement (which, in the case of an underwritten public offering pursuant to
SECTION 4, shall be on Form S-1 or other form of general applicability
satisfactory to the managing underwriter selected as therein provided) with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby (determined as hereinafter provided), PROVIDED that, before
filing such registration statement or any amendments thereto, the Company will
furnish copies of all such documents proposed to be filed to counsel selected by
the Investors in accordance with Section 13(l);

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above and comply with the provisions of
the Securities Act with respect to the disposition of all Restricted Stock
covered by such registration statement in accordance with the sellers' intended
method of disposition set forth in such registration statement for such period;

                  (c) furnish to each seller of Restricted Stock and to each
underwriter, if any, such number of copies of the registration statement and of
each amendment and supplement thereto (in each case including all exhibits) and
the prospectus included therein (including each preliminary prospectus) as such
persons reasonably may request in order to facilitate the public sale or other
disposition of the Restricted Stock covered by such registration statement;

                  (d) use its best efforts to register or qualify the Restricted
Stock covered by such registration statement under the securities or "blue sky"
laws of such jurisdictions as the sellers of Restricted Stock or, in the case of
an underwritten public offering, the managing underwriter reasonably shall
request and to keep such registrations or qualifications in effect for so long
as such


                                       7
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registration statement remains in effect, and take any other action which may
be reasonably necessary or advisable to enable such seller and the underwriter
to consummate the disposition in such jurisdictions of the securities; PROVIDED,
HOWEVER, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;

                  (e) use its best efforts to list the Restricted Stock covered
by such registration statement with any securities exchange on which the Common
Stock of the Company is then listed;

                  (f) promptly notify each seller of Restricted Stock and each
underwriter under such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event of which the Company has knowledge as a result of which
the prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing, and at the request
of such seller promptly prepare and furnish to such seller and to each
underwriter, if any, a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;

                  (g) if the offering is underwritten and at the request of any
seller of Restricted Stock, use its best efforts to furnish on the date that
Restricted Stock is delivered to the underwriters for sale pursuant to such
registration: (i) an opinion dated such date of counsel representing the Company
for the purposes of such registration, addressed to the underwriters and to such
seller, stating that such registration statement has become effective under the
Securities Act and that (A) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (B) the registration statement, the related prospectus and each amendment
or supplement thereof comply as to form in all material respects with the
requirements of the Securities Act (except that such counsel need not express
any opinion as to financial statements, notes or schedules thereto or other
financial, statistical and accounting data or information contained therein) and
(C) to such other effects as reasonably may be requested by counsel for the
underwriters or by such seller or its counsel and (ii) a letter dated such date
from the independent public accountants retained by the Company, addressed to
the underwriters and to such seller, stating that they are independent public
accountants within the meaning of the Securities Act and that, in the opinion of
such accountants, the financial statements of the Company included in the
registration statement or the prospectus, or any amendment or supplement
thereof, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, and such letter shall
additionally cover such other financial matters (including information as to the
period ending no more than five business days prior to the date of such letter)
with respect to such registration as such underwriters reasonably may request;
and


                                       8
<PAGE>


                  (h) make available for inspection by each seller of Restricted
Stock, any underwriter participating in any distribution pursuant to such
registration statement, and any attorney, accountant or other agent retained by
such seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such seller, underwriter, attorney, accountant or agent in connection with such
registration statement.

         For purposes of SECTIONS 7(a) and 7(b) and of SECTION 4, the period of
distribution of Restricted Stock in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Restricted Stock in any other registration shall be deemed to extend until
the earlier of the sale of all Restricted Stock covered thereby and 180 days
after the effective date thereof.

         In connection with each registration hereunder, the sellers of
Restricted Stock will furnish to the Company in writing such information with
respect to themselves and the proposed distribution by them as reasonably shall
be necessary in order to assure compliance with federal and applicable state
securities laws.

         In connection with each registration pursuant to SECTIONS 4, 5 or 6
covering an underwritten public offering: (x) the Company and each seller agree
to enter into a written agreement with the managing underwriter selected in the
manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of the Company's size and investment stature and (y)
each seller of Restricted Stock agrees that, upon receipt of any notice (a
"Suspension Notice") from the Company of the happening of any event rendering
statements contained in such registration statement untrue or misleading, such
seller of Restricted Stock shall forthwith discontinue disposition of Restricted
Stock until receipt by such seller of Restricted Stock of the supplemented or
amended prospectus, or until it is advised in writing (the "Advice") by the
Company that the use of the prospectus may be resumed, and has received copies
of any additional or supplemental filings which are incorporated by reference in
the prospectus, and, if so directed by the Company, such seller of Restricted
Stock will deliver to the Company all copies, other than permanent file copies
then in the possession of such Seller of Restricted Stock, of the prospectus
covering such Restricted Stock current at the time of receipt of such notice;
provided, however, that in the case of a public offering that is not
underwritten such postponement of sales of Restricted Stock by the holders shall
not exceed ninety (90) days in the aggregate during any one year period. In the
event the Company provides a Suspension Notice, any relevant time period set
forth in this Agreement shall be extended by the number of days during the
period from and including the date of the giving of the Suspension Notice to and
including the date when each seller of Restricted Stock covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus or the Advice. The Company shall use its best efforts and
take such actions as are necessary to render the Advice as promptly as
practicable. In any event, the Company shall not be entitled to deliver more
than three (3) Suspension Notices in any one year in the case of public
offerings that are not underwritten.


                                       9
<PAGE>


         8.       EXPENSES. All expenses incurred by the Company in complying
with SECTIONS 4, 5 and 6, including, without limitation, all registration and
filing fees, listing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs
of insurance and reasonable fees and disbursements of one counsel for the
sellers of Restricted Stock, but excluding any Selling Expenses, are called
"REGISTRATION EXPENSES." All underwriting discounts, selling commissions and
any fees and disbursements of independent public accountants for the holders
of Restricted Stock applicable to the sale of Restricted Stock are called
"SELLING EXPENSES".

         The Company will pay all Registration Expenses in connection with each
registration statement under SECTIONS 4, 5 or 6 (except as otherwise
specifically provided in SECTION 6). All Selling Expenses in connection with
each registration statement under SECTIONS 4, 5 or 6 shall be borne by the
participating sellers in proportion to the number of shares sold by each, or by
such participating sellers other than the Company (except to the extent the
Company shall be a seller) as they may agree.

         9.       INDEMNIFICATION AND CONTRIBUTION.

                  (a) In the event of a registration of any of the Restricted
Stock under the Securities Act pursuant to SECTIONS 4, 5 or 6, the Company will,
and hereby does agree to, indemnify and hold harmless each seller (including its
officers and directors and partners) of such Restricted Stock thereunder, each
underwriter of such Restricted Stock thereunder and each other person, if any,
who controls such seller or underwriter within the meaning of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which such seller, underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Restricted Stock was registered
under the Securities Act pursuant to SECTIONS 4, 5 or 6, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading or any violation or alleged violation by
the Company of the Securities Act, Exchange Act or applicable "blue sky" laws,
and will reimburse each such seller, each such underwriter and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company will not be liable in
any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with written
information furnished by any such seller, any such underwriter or any such
controlling person in writing specifically for use in such registration
statement or prospectus or arise from such seller's (or any affiliate thereof)
failure to


                                      10
<PAGE>


deliver a copy of the registration statement or prospectus or any amendments
thereafter the Company has furnished such seller or affiliate.

                  (b) In the event of a registration of any of the Restricted
Stock under the Securities Act pursuant to SECTIONS 4, 5 or 6, each seller of
such Restricted Stock thereunder, severally and not jointly, will indemnify and
hold harmless the Company, each person, if any, who controls the Company within
the meaning of the Securities Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages, liabilities and expenses, joint or several,
to which the Company or such officer, director, underwriter or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the registration statement under which such
Restricted Stock was registered under the Securities Act pursuant to SECTIONS 4,
5 or 6, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and each such officer, director, underwriter and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that such seller will be liable
hereunder in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with any written information pertaining to such seller, as
such, furnished in writing to the Company by such seller specifically for use in
such registration statement or prospectus; and PROVIDED, FURTHER, HOWEVER, that
the liability of each seller hereunder shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such seller under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the proceeds received
by such seller from the sale of Restricted Stock covered by such registration
statement.

                  (c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this SECTION 9 and shall only relieve
it from any liability which it may have to such indemnified party under this
SECTION 9 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party


                                      11
<PAGE>


under this SECTION 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected;
PROVIDED, HOWEVER, that (i) if such defense is not assumed by the
indemnifying party as permitted hereunder, the indemnifying party will not be
subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld) and
(ii) if such defense is assumed by the indemnifying party pursuant to the
provisions hereof, such indemnifying party shall not settle or otherwise
compromise the applicable claim unless (x) such settlement or compromise
contains a full and unconditional release of the indemnified party or (y) the
indemnified party otherwise consents in writing; and PROVIDED, FURTHER,
HOWEVER, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable defenses available to
it which are different from or additional to those available to the
indemnifying party or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, the
indemnified party (together with all other indemnified parties which may be
represented without conflict by one counsel) shall have the right to select
one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i) any
holder of Restricted Stock exercising rights under this Agreement, or any
controlling person of any such holder, makes a claim for indemnification
pursuant to this SECTION 9 but it is judicially determined that such
indemnification may not be enforced in such case notwithstanding the fact that
this SECTION 9 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of any such selling holder
or any such controlling person in circumstances for which indemnification is
provided under this SECTION 9; then, and in each such case, the Company and such
holder will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
as is appropriate to reflect the relative fault of the holder on the one hand
and of the Company on the other in connection with the statements or omissions
that resulted in such loss, claim, damage, or liability as well as any other
relevant equitable considerations. The relative fault of the holder and of the
Company shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the holder or by the Company
and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission; PROVIDED, HOWEVER,
that, in any such case, (A) no such holder will be required to contribute any
amount in excess of the public offering price of all such Restricted Stock
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) will be entitled to contribution from any person or
entity who was not guilty of such fraudulent misrepresentation.

         10.      CHANGES IN COMMON STOCK OR PREFERRED STOCK. If, and as
often as, there is any change in the Common Stock or the Preferred Stock by
way of a stock split, stock dividend, combination


                                      12
<PAGE>


or reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made
in the provisions hereof so that the rights and privileges granted hereby
shall continue with respect to the Common Stock or the Preferred Stock as so
changed.

         11.      RULE 144 REPORTING. With a view to making available the
benefits of certain rules and regulations of the Commission which may at any
time permit the sale of the Restricted Stock to the public without
registration, at all times after 90 days after the effective date of the
first registration statement covering a public offering of securities of the
Company under the Securities Act, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;

                  (b) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act; and

                  (c) furnish to each holder of Restricted Stock forthwith upon
request a written statement by the Company as to its compliance with the
reporting requirements of such Rule 144 and of the Securities Act and the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company and other
information in the possession of or reasonably obtainable by the Company as a
holder may reasonably request in availing itself of any rule or regulation of
the Commission allowing a holder to sell any such securities without
registration.

         12.      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to you as follows:

                  (a) The execution, delivery and performance of this Agreement
by the Company have been duly authorized by all requisite corporate action and
will not violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or By-laws of the Company or any
provision of any indenture, agreement or other instrument to which it or any or
its properties or assets is bound, conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of any lien, charge or encumbrance of any nature whatsoever upon any of the
properties or assets of the Company.

                  (b) This Agreement has been duly executed and delivered by the
Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms.


                                      13
<PAGE>



         13.      MISCELLANEOUS.

                  (a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including
without limitation transferees of any Restricted Stock or Preferred Stock),
whether so expressed or not.

                  (b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows:

                           (i)  if to the Company at its address or if to
                  any other  party  hereto,  at the address of such party set
                  forth on the signature pages hereto; or

                           (ii) if to any subsequent holder of Restricted Stock
                  or Preferred Stock, to it at such address as may have been
                  furnished to the Company in writing by such holder;

or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a holder of shares of Restricted Stock
or Preferred Stock) or to the holders of shares of Restricted Stock or Preferred
Stock (in the case of the Company) in accordance with the provisions of this
paragraph.

                  (c) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

                  (d) This Agreement may not be amended or modified and no
provision thereof may be waived, without the written consent of the Company, the
holders of at least two-thirds of the outstanding shares of Restricted Stock,
excluding shares of Restricted Stock held by NBC, and NBC if and for so long as
NBC holds at least 35% of the aggregate number of shares of Restricted Stock for
which the Warrants were exercisable as of the date of original issuance, as
adjusted pursuant to the terms of the Warrant Agreements.

                  (e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (f) If requested in writing by the underwriters, for the
initial underwritten public offering of Common Stock of the Company, each holder
of Restricted Stock who is a party to this Agreement shall agree not to
distribute or sell publicly any shares of Restricted Stock or any other shares
of Common Stock (other than shares of Restricted Stock or other shares of Common
Stock being registered in such offering), without the consent of such
underwriters, for a period of not more than 180 days following the effective
date of the registration statement relating to such offering; PROVIDED, HOWEVER,
that all persons entitled to registration rights with respect to shares of
Common


                                      14
<PAGE>


Stock who are not parties to this Agreement, all other persons selling shares
of Common Stock in such offering, all persons holding in excess of 1% of the
capital stock of the Company on a fully diluted basis and all executive
officers and directors of the Company shall also have agreed not to sell
publicly their Common Stock under the circumstances and pursuant to the terms
set forth in this SECTION 13(f).

                  (g) Except for registration statements of the Company on Forms
S-4, S-8 or any successor thereto or except as described in clause (f)
immediately above, or unless the managing underwriter otherwise consents or
agrees, the Company agrees, and the Company agrees, in connection with any
underwritten registration, to use its reasonable best efforts to cause its
affiliates to agree, not to effect any public sale or private offer or
distribution of any Common Stock during the ten business days prior to the
effectiveness under the Securities Act of any underwritten registration and
during such time period after the effectiveness under the Securities Act of any
underwritten registration (not to exceed 120 days) (except, if applicable, as
part of such underwritten registration) as the Company and the managing
underwriter agree.

                  (h) Notwithstanding the provisions of SECTIONS 4, 5, 6 OR
7(a), the Company's obligation to file a registration statement, or cause such
registration statement to become and remain effective, shall be suspended for a
period not to exceed 105 days if (i) at the time the Company is obligated to
file a registration statement, the Company or any of its affiliates are engaged
in confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement (but would
not be required if such registration statement were not filed), and the Board of
Directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its stockholders or would have a
material adverse effect on any such confidential negotiations or other
confidential business activities, or (ii) prior to receiving a request to file a
registration statement, the Board of Directors had determined to effect a
registered underwritten public offering of the Company's securities for the
Company's account and the Company had taken substantial steps (including, but
not limited to, selecting a managing underwriter for such offering) and is
proceeding with reasonable diligence to effect such offering. A deferral of the
filing of a registration statement pursuant to this SECTION 13(h) shall be
lifted, and the requested registration statement shall be filed forthwith, if,
in the case of a deferral pursuant to clause (i) of the preceding sentence, the
negotiations or other activities are disclosed or terminated, or, in the case of
a deferral pursuant to clause (ii) of the preceding sentence, the proposed
registration for the Company's account is abandoned. In order to defer the
filing of a registration statement pursuant to this SECTION 13(h), the Company
shall promptly (but in any event within 10 days), upon determining to seek such
deferral, deliver to each holder or holders of Restricted Stock or Preferred
Stock that has requested that the Company file a registration statement a
certificate signed by an executive officer of the Company stating that the
Company is deferring such filing pursuant to this SECTION 13(h) and a general
statement of the reason for such deferral and an approximation of the
anticipated delay. Within 20 days after receiving such certificate, the holders
of a majority of the Restricted Stock held by the requesting holders and for
which registration was previously requested may withdraw any demand request by
giving notice to the Company; if withdrawn, the request shall be deemed not to
have been made for all purposes of this Agreement.


                                      15
<PAGE>


The Company may defer the filing of a particular registration statement
pursuant to this SECTION 13(h) only once.

                  (i) The Company shall not grant to any third party any
registration rights more favorable than or inconsistent with any of those
contained herein, so long as any of the registration rights under this Agreement
remains in effect.

                  (j) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.

                  (k) The registration rights granted pursuant to SECTION 4 of
this Agreement shall terminate with respect to a particular holder of Restricted
Stock at such time as such holder is eligible to sell all of such holder's
Restricted Stock under Rule 144(k) without limitation.

                  (l) Counsel selected in accordance with this SECTION 13(l)
shall be the counsel for which the Company agrees to pay reasonable fees and
disbursements under SECTION 8. In the case of any registration requested under
SECTION 4, (i) if the request is initially made under SECTION 4(a), then the
holders of at least a majority of the shares of Restricted Stock requested to be
included in the registration pursuant to SECTION 4(a) shall be entitled to
select the counsel to represent the Investors and (ii) if the request is
initially made under SECTION 4(b), then NBC shall be entitled to select the
counsel to represent the Investors. In the case of any registration under
SECTIONS 5 or 6, holders of at least a majority of the shares of Restricted
Stock requested to be included in the registration shall be entitled to select
the counsel to represent the Investors.

                  (m) ENTIRE AGREEMENT. This Agreement (i) amends and restates
in its entirety the Registration Rights Agreement, dated September 29, 1999 (the
"Original Agreement"), by and among the Company and the other parties thereto,
(ii) has been approved in accordance with the terms of the Original Agreement,
as evidenced by the signatories hereto and (iii) is binding on all parties to
the Original Agreement, whether or not such parties are signatories hereto. This
Agreement is intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein. This Agreement supersedes all prior agreements and understandings with
respect to such subject matter, including without limitation, the rights and
obligations set forth in the Original Agreement and the letter of intent, dated
February 11, 2000, between the Company and NBC.

                  (n) HEADINGS. The headings in this Agreement are for
convenience and reference only and shall not limit or otherwise affect the
meaning hereof.


                                      16
<PAGE>


                  (o) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, which may be by facsimile, each of which shall be an original,
but all of which together shall constitute one instrument.

                [Remainder of this page intentionally left blank]













                                      17
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                       COMPANY

                                       DIGITALCONVERGENCE.:COM, INC.


                                       By:  /s/ Patrick V. Stark
                                          -----------------------------------
                                            Name:  Patrick V. Stark
                                            Title: Executive Vice President









First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>


                                       INVESTORS

                                       BCG PARTNERSHIP, LTD.


                                       By:  /s/  William O. Hunt
                                          ------------------------------------
                                            General Partner

                                       Address:  BCG Partnership, Ltd.
                                                 17604 Woods Edge Drive
                                                 Dallas, Texas 75287
                                                 Telephone:  (972) 931-8559
                                                 Telecopy:   (972) 931-4032


                                       B&G PARTNERSHIP, LTD.


                                       By:  /s/  William O. Hunt
                                          ------------------------------------
                                            General Partner

                                       Address:  B&G Partnership, Ltd.
                                                 17604 Woods Edge Drive
                                                 Dallas, Texas 75287
                                                 Telephone:  (972) 931-8559
                                                 Telecopy:   (972) 931-4032


                                       JAT FIVE, LTD.


                                       By:  /s/  Jack A. Turpin
                                          ------------------------------------
                                            Jack A. Turpin, Manager

                                       Address:  JAT FIVE, LTD.
                                                 8201 Preston Road
                                                 Suite 310
                                                 Dallas, Texas 75225
                                                 Telephone:  (214) 692-4253
                                                 Telecopy:   ______________



First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>


                                   BELO ENTERPRISES, INC.


                                   By:  /s/  Mark T. Ryan
                                      ------------------------------------
                                        Name:   Mark T. Ryan
                                        Title:  President

                                   Address:   Belo Enterprises, Inc.
                                              Silverside Carr Executive Center
                                              501 Silverside Road, Suite 401
                                              Wilmington, Delaware 19809
                                              Attn:  President
                                              Telephone:  (302) 792-8464
                                              Telecopy:   (302) 798-3922


                                   YOUNG & RUBICAM INC.


                                   By:  /s/  Michael J. Dolan
                                      ------------------------------------
                                        Name:   Michael J. Dolan
                                        Title   Vice Chairman/CFO

                                   Address:   Young & Rubicam Inc.
                                              285 Madison Avenue
                                              New York, New York 10017
                                              Attention:  ______________
                                              Telephone:  (214) 210-3022
                                              Telecopy:   (214) 687-1393


                                   ING CAPITAL LLC


                                   By:  /s/ Albert J. Staal
                                      ------------------------------------
                                        Name:   Albert J. Staal
                                        Title:  Managing Director

                                   Address: ING Capital, LLC

                                              ____________________________
                                              ____________________________
                                              Telephone: _________________
                                              Telecopy:  _________________




First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>


                                   A. H. Belo Foundation Corporation


                                   By:     /s/ F. Jamieson Clement
                                      ------------------------------------
                                   Name:   F. Jamieson Clement
                                   Title:  Treasurer

                                   Address:   400 S. Record Street
                                              Dallas, Texas 75202
                                              Attn: Judith Segura
                                              Telephone:  (214) 977-6802
                                              Telecopy:   (214) 977-6620







First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>


                                   A.T. CROSS LIMITED


                                   By:   /s/  John T. Ruggieri
                                      ------------------------------------
                                         John T. Ruggieri
                                         Assistant Treasurer

                                   Address:   c/o Appleby Spurling & Kempe
                                              Cedar House, 41 Cedar Avenue
                                              Hamilton 12, Bermuda
                                              Telephone:
                                              Telecopy:







First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>


                                   COCA-COLA OASIS, INC.


                                   By:   /s/  Steve M. Whaley
                                      ------------------------------------
                                         Name:   Steve M. Whaley
                                         Title:  Vice President

                                   Address:   Coca-Cola Oasis, Inc.
                                              c/o The Coca-Cola Company
                                              One Coca-Cola Plaza
                                              Atlanta, GA 30313
                                              Attention: Director of Business
                                              Development
                                              Telephone:  (404) 676-2121
                                              Telecopy:   (404) 676-6275

                                   with copies to:

                                              The Coca-Cola Company
                                              One Coca-Cola Plaza
                                              Atlanta, GA 30313
                                              Attention: General Counsel
                                              Telephone:  (404) 676-2121
                                              Telecopy:   (404) 676-6275





First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>



                                   SCRIPPS-HOWARD PUBLISHING INC.



                                   By:       /s/  Craig C. Standen
                                            -----------------------------------
                                            Craig C. Standen

                                   Title:   SVP, Corporate Development

                                   Address:       The E.W. Scripps Company
                                                  312 Walnut Street, 28th Floor
                                                  Cincinnati, Ohio  45202
                                                  Telephone:  (513) 977-3807
                                                  Telecopy:   (513) 977-3013


























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                                 SPIELBERG/KATZ ENTERPRISES, LLC


                                 By:       /s/  Mr. Shimon Y. Katz
                                          --------------------------------
                                          Name:  Mr. Shimon Y. Katz
                                          Title: Manager of the Member-Manager

                                 Address:        Spielberg/Katz Enterprises, LLC
                                                 545 Madison Avenue, Suite 700
                                                 New York, NY  10022
                                                 Attn:
                                                 Telephone:   (212) 759-2700
                                                 Telecopy:    (212) 759-2525






















   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                               Sumitomo Corporation


                               By:       /s/ Atsushi Nishijo
                                        ----------------------------------------
                               Name:    Atsushi Nishijo
                               Title:   Managing Director, C.I.O.
                                        General Manager Media,
                                        Electronics & Information Business Group

                               Address:      1-2-2, Hitotsubashi, Chiyoda-ku
                                             Tokyo, 100-8601

                                             Telephone:  +81 3 3217 7012
                                                       -------------------------
                                             Telecopy:   +81 3 3217 7629
                                                       -------------------------





























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                             TANDY CORPORATION


                             By:       /s/ Mark C. Hill
                                      ------------------------------------------
                                      Mark C. Hill
                                      Senior Vice President, Corporate Secretary
                                      and General Counsel

                             Address:       Tandy Corporation
                                            100 Throckmorton Street
                                            Suite 1900
                                            Fort Worth, Texas  76102
                                            Telephone:    (817) 415-2181
                                            Telecopy:     (817) 415-6593





























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>





                                     By:        /s/  Stephanie W. Abramson
                                               -----------------------------

                                     Address:          101 Central Park West
                                                       New York, New York  10023

                                                       -------------------------
                                                       Attn:
                                                            --------------------































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                                    By:       /s/  David Alexander
                                             ---------------------
                                             Name:  David Alexander
                                             Title:
                                                    ----------------------
                                    Address:        500 Fifth Ave., Suite 2700
                                                    New York,  N.Y.  10110








































   First Amended and Restated Registration Rights Agreement - Signature Page



<PAGE>



                                       B&McG HOLDINGS


                                       By:       /s/  Burton Lehman
                                                --------------------------------
                                                Burton Lehman, Mg. Partner

                                       Address:        c/o Schulte, Roth & Zabel
                                                       900 Third Avenue
                                                       New York, NY  10022











































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>




                                             By:       /s/  Bruce A. Barnet
                                                      --------------------------
                                                      Bruce A. Barnet

                                             Address:        5 Crooked Mile Rd.
                                                             Westport, CT  06880






























   First Amended and Restated Registration Rights Agreement - Signature Page



<PAGE>



                                            By:      /s/  Frank Belatti
                                                     ---------------------------
                                                     Name:   Frank Belatti
                                                     Title:  CEO AFC Enterprises

                                            Address:         330 Cannady Ct.
                                                             Atlanta, GA 30350






























   First Amended and Restated Registration Rights Agreement - Signature Page




<PAGE>



                                           By:       /s/  Thomas D. Bell, Jr.
                                                    ---------------------------
                                                    Name:   Thomas D. Bell, Jr.
                                                    Title:  President & CEO

                                           Address:         14 Red Coat Lane
                                                            Greenwich, CT  06830



































   First Amended and Restated Registration Rights Agreement - Signature Page



<PAGE>




                                           By:        /s/ James S. Berrien
                                                    ----------------------------
                                                    James S. Berrien

                                           Address:     290 Sturges Highway
                                                        Westport, CT  06880






















First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                           By:        /s/ Darrel G. Besikof
                                                    ----------------------------
                                                    Darrel G. Besikof

                                           Address:    12231 Orchard Ave. W.
                                                       Minnetonka, MN 55305





























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>






                                           By:        /s/ Kenneth W.  Biermacher
                                                    ----------------------------
                                                    Ken Biermacher

                                           Address:    c/o Kane Russell Coleman
                                                        & Logan
                                                       3700 Thanksgiving Tower
                                                       1601 Elm Street
                                                       Dallas, TX  75201-7207




























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>






                                           By:        /s/ John R. Bingle
                                                    ----------------------------
                                                    John R. Bingle

                                           Address:    49 North Walton Rd.
                                                       New Canaan, CT  06840




























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                           By:        /s/ Maks Birnbach
                                                    ----------------------------
                                                    Maks Birnbach

                                           Address:    1165 Park Ave. 8A
                                                       NY, NY  10128
                                                       Attn:    Maks Birnbach



























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                           By:        /s/ Livio M. Borghese
                                                    ----------------------------
                                                    Name:    Livio Borghese
                                                    Title:
                                                          ----------------------

                                           Address:    79 East 79th
                                                       NY, NY  10021


























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                           By:        /s/ Richard J. Borinstein
                                                    ----------------------------
                                                    Richard J. Borinstein

                                           Address:    c/o Radio Shack/Tandy
                                                        Corporation
                                                       100 Throckmorton, #1600
                                                       Fort Worth, TX  76102



























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                           By:       /s/ Daniel B. Brewster, Jr.
                                                    ----------------------------
                                                    Daniel B. Brewster, Jr.

                                           Address:    944 Lake Ave.
                                                       Greenwich, CT 06831



























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                           By:        /s/ Gerard A. Byrne
                                                    ----------------------------
                                                    Gerard A. Byrne

                                           Address:    6 Peter Cooper Road
                                                       New York, NY 10010



























First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                           By:        /s/ Jeffrey A. Chapman
                                                    ----------------------------
                                                    Jeffrey A. Chapman

                                           Address:    c/o Vinson & Elkins
                                                        L.L.P.
                                                       2001 Ross Avenue
                                                       3700 Trammell Crow Center
                                                       Dallas, Texas  75201-2975






























First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>





                                  By:        /s/  Henry Chiarelli
                                         ---------------------------
                                           Mr. Henry Chiarelli

                                  Address:          c/o Tandy Corporation
                                                    100 Throckmorton, #1400
                                                    Fort Worth, TX 76102


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  David Christopher
                                        --------------------------------------
                                           Mr. Dave Christopher

                                  Address:          c/o Tandy Corporation
                                                    100 Throckmorton, #1900
                                                    Fort Worth, TX 76102


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                             /s/  William Clarke
                                           -----------------------------------
                                           Name:    William Clarke

                                   Address:         4 Wild Iris Lane
                                                    Fairview, NC 28730



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                   By:        /s/  Kenneth D. Cole
                                            ----------------------------------
                                            Name:    Kenneth D. Cole
                                            Title:
                                                     -------------------------

                                   Address:          1619 Purchase St.
                                                     Purchase, N.Y.  10577



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                   By:        /s/  Joseph M. Coleman
                                            ----------------------------------
                                            Name:  Joseph M. Coleman

                                   Address:        6416 Shady Oaks
                                                   Plano, TX  75093



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>






                                  By:        /s/  Mark Colodny
                                             ---------------------------------
                                             Mark Colodny

                                  Address:          59 East 92nd St, #3
                                                    NY NY 10128




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                  By:        /s/  James C. Cooksey
                                           -----------------------------------
                                           James C. Cooksey

                                  Address:          12750 Merit    #1310
                                                    Dallas, TX  75251



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Lawrence R. Cowart
                                           -----------------------------------
                                           Lawrence R. Cowart

                                  Address:          18 Park Lane
                                                    Atlanta, Georgia  30309



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                  DCGI ASSOCIATES LLC


                                  By:        /s/  Mr. Shimon Y. Katz
                                           -----------------------------------
                                           Mr. Shimon Y. Katz
                                           Title:   Member-Manager

                                  Address:  DCGI Associates LLC
                                            c/o Spielberg/Katz Enterprises, LLC
                                            Attn:    Shimon Y. Katz
                                            545 Madison Avenue, Suite 700



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Denise De Clercq
                                           -----------------------------------
                                           Name:    Denise De Clercq

                                  Address:          Hugo Verrieststraat 33
                                                    Gent     Belgium



First Amended and Restated Registration Rights Agreement - Signature Page
<PAGE>



                                  Devillier Donegan Enterprises Inc.


                                  By:        /s/  Ronald J. Devillier
                                           -----------------------------------
                                           Ronald J. Devillier
                                           Title:  Pres & CEO

                                  Address:         4401 Connecticut Avenue NW
                                                   Wash  D.C.  20008


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Michael J. Dolan
                                           -----------------------------------
                                  Name:    Michael J. Dolan
                                  Title:   Vice Chairman/CFO

                                  Address:          15 E. 69th ST., #6C
                                                    NY, NY 10021



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  David J. Edmondson
                                           -----------------------------------
                                           Mr. Dave Edmondson
                                           4/14/00

                                  Address:          c/o Tandy Corporation
                                                    100 Throckmorton, #1900
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                             E.F.G. PRIVATE BANK SA

                             By:        /s/  Silvio Maglio    Christophe Trueck
                                      -----------------------------------------
                             Name:    Silvio Maglio  - Christophe Trueck
                             Title:   Vice President - Assistant Vice President

                             Address:          E.F.G. Private Bank SA
                                               24, Quai du Seujet
                                               C.P. 2391 1211 Geneve 2
                                               Switzerland



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Ronald E. Elmquist
                                           -----------------------------------
                                           Mr. Ronald E. Elmquist

                                  Address:      c/o Keystone Automative
                                                44 Tunkhannock Avenue
                                                Exeter, PA  18643-1299



First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Jay R. Feldman
                                            ----------------------------------
                                            Jay R. Feldman

                                  Address:          13018 Boswell Ct
                                                    Potamac, MD 20854


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:        /s/  Jon Feldman
                                            ----------------------------------
                                            Jon Feldman

                                  Address:        151 S. Orange Drive
                                                  Los Angeles, CA 90036


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                  By:         /s/  Evelyn Follit
                                             ---------------------------------
                                             Evelyn Follit

                                  Address:          c/o Tandy Corporation
                                                    200 Taylor Street, #400
                                                    Fort Worth, TX 76102


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                  FORBES FAMILY HOLDINGS INC.


                                  By:        /s/  Joel B. Redler
                                           -----------------------------------
                                           Name:   Joel B. Redler
                                           Title:  VP    Treas.

                                  Address:         60 Fifth Avenue
                                                   N.Y.      N.Y.  10011


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                                               4/13/00

                                  By:        /s/  David Frankel
                                           -----------------------------------
                                           Name:  David Frankel

                                  Address:        3507 St. Guadens Rd.
                                                  Miami, FL 33133


First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>


                                   By:  /s/  Dain T. Fritz
                                        -------------------------------------
                                             Dain T. Fritz

                                   Address:    14 Moss Ledge Road
                                               Westport, CT 06880

































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>


                                   By:    /s/  Charles B. Fruit
                                        -------------------------------------
                                          Name:  Charles B. Fruit

                                   Address:      2845 Andrews Drive
                                                 Atlanta, GA 30305































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>


                                   By:    /s/  Geoffrey D. Garin
                                        -------------------------------------
                                          Name:  Geoffrey D. Garin

                                   Address:      5904 32nd Street NW
                                                 Washington, DC 20015





























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>


                                   By:    /s/  Peter A. Georgescu
                                        -------------------------------------
                                          Name:   Peter A. Georgescu
                                          Title:  Chairman Emeritus

                                   Address:       Young & Rubicam
                                                  285 Madison Ave
                                                  New York, N.Y. 10017


























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>


                                  By:     /s/  Peter Godfrey
                                        -------------------------------------
                                          Peter Godfrey

                                  Address:      128 Beachside Avenue
                                                Westport, CT  06880






























   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>


                                   By:    /s/  Robert A. Goodin
                                        -------------------------------------
                                          Name:  Robert A. Goodin
                                          Title:
                                                -----------------------------

                                   Address:      505 Sansome St, Ste. 900
                                                 San Francisco, CA 94111






























   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>


                                   By:    /s/  Peter Guber
                                        -------------------------------------
                                          Name:  Peter Guber
                                          Title:
                                                -----------------------------

                                   Address:      5555 Melrose Avenue
                                                 Hollywood, CA 90038





























   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>


                                   By:    /s/  Richard L. Harter
                                        -------------------------------------
                                          Name:   Richard L. Harter
                                          Title:  Vice President-Sales

                                   Address:       75 Louise's Lane
                                                  New Canaan, CT 06840























   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>


                               By:  /s/  John A. Herfort   Diane S. Wallerstein
                                  ---------------------------------------------
                                    John A. Herfort        Diane S. Wallerstein

                               Address:     1130 Park Ave.
                                            NYC, NY 10128





















   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>


                                   By:    /s/  Jacob D. Hill
                                        -------------------------------------
                                          Jacob Hill

                                   Address:     155 W. 68th #1514
                                                New York, NY 10023
                                                Attn: Jacob Hill



















   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                         By:       /s/  Mark C. Hill
                                                  ------------------------------
                                                  Mr. Mark C. Hill

                                         Address:        c/o Tandy Corporation
                                                         100 Throckmorton, #1900
                                                         Fort Worth, TX 76102





































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                                         By:       /s/  Dwain Hughes
                                                  ------------------------------
                                                  Mr. Dwain Hughes

                                         Address:        c/o Tandy Corporation
                                                         100 Throckmorton, #1900
                                                         Fort Worth, TX 76102





























   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                         By:        /s/  Loren K. Jensen
                                                   -----------------------------
                                                   Loren Jensen

                                         Address:        c/o Tandy Corporation
                                                         100 Throckmorton, #1800
                                                         Fort Worth, TX 76102



































   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                       JGM CAPITAL

                                       By:       /s/  John Mccolskey
                                                --------------------------------
                                                Name:  John G. McColskey
                                                Title:  President

                                       Address:          1075 Brookhaven Sq.
                                                         Atlanta, GA 30319
                                                         Attn: John G. McColskey



































   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                       By:       /s/  David P. Johnson
                                                --------------------------------
                                                Mr. David Johnson

                                       Address:        c/o Tandy Corporation
                                                       100 Throckmorton, #1600
                                                       Fort Worth, TX 76102































   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                         By:       /s/  Wilma H. Jordan
                                                  ------------------------------
                                                  Wilma H. Jordan

                                         Address:        150 E. 52nd, 18th Floor
                                                         New York 10022
































   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                           By:      /s/  Robert Kamerschen
                                                  ------------------------------
                                                    Mr. Robert J. Kamerschen

                                           Address:        c/o DIMAC Corporation
                                                           200 Day Hill Road
                                                           Windsor, CT 06095




























   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                By:         /s/  Raymond J. Kane
                                           -------------------------------------
                                           Mr. Ray Kane

                                Address:        c/o Kane Russell Coleman & Logan
                                                3700 Thanksgiving Tower
                                                1601 Elm Street
                                                Dallas, TX  75201-7207
                                                Attn:



































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>



                                         By:       /s/  Robert Kelsoe
                                                  ------------------------------
                                                  Name:  Robert Kelsoe

                                         Address:        5220 Spring Valley Road
                                                         Suite 500
                                                         Dallas, Texas  75240


































   First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:       /s/  Winthrop Knowlton
                                              ----------------------------------
                                              Winthrop Knowlton

                                     Address:        c/o Knowlton Brothers, Inc.
                                                     530 Fifth Avenue
                                                     NY, NY  10036































   First Amended and Restated Registration Rights Agreement - Signature Page


<PAGE>





                                    By:        /s/  Keith Kocho
                                             ---------------------------------
                                             Name:  Keith Kocho
                                             Title: Founder and CEO

                                    Address:        1651 N. Beverly Drive
                                                    Beverly Hills, CA 90210




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Frank Konigsberg
                                             ---------------------------------
                                             Frank Konigsberg

                                    Address:        7919 Sunset Blvd.
                                                    Los Angeles, CA 90046




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Steven R. Koonin
                                             ---------------------------------
                                             Steven R. Koonin

                                    Address:       74 Gateside Place
                                                   Marietta, GA 30067




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                               By:        /s/  Sharon Korman
                                        ----------------------------------------
                                        Sharon Korman as trustee for Eric Korman

                               Address:          911 Park Avenue
                                                 New York, New York 10021
                                                 Attn: Sharon Korman




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Lewis F. Kornfeld, Jr.
                                             ---------------------------------
                                             Mr. Lewis F. Kornfeld, Jr.

                                    Address:     1000 Throckmorton, Suite #405
                                                 Fort Worth, TX  76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  William P. Kupper, Jr.
                                              --------------------------------
                                              William P. Kupper, Jr.

                                     Address:          51 W. Branch Rd.
                                                       Weston, CT  06883




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                    By:        /s/  Kevin Lavan
                                              --------------------------------
                                              Kevin Lavan

                                    Address:
                                                    ---------------------------
                                                    ---------------------------




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                    By:        /s/  Chris Malinowski
                                              --------------------------------
                                              Chris Malinowski

                                    Address:          5800 Kingsbrook
                                                      Plano, TX 75093




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Debra Malinsky
                                              --------------------------------
                                              Debra Malinsky

                                    Address:          6800 Del Norte, #133
                                                      Dallas, TX 75225




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:       /s/  Kenneth L. Marks
                                             ---------------------------------
                                             Kenneth L. Marks

                                    Address:          12 Beach Drive
                                                      Darien, CT 06820




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Thomas N. Matlack
                                           -----------------------------------
                                           Name:   Thomas N. Matlack
                                           Title:  Managing Director

                                    Address:       362 Commonwealth Avenue, #PHB
                                                   Boston, MA  02116




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Peter W. May
                                             ---------------------------------
                                             Peter W. May

                                    Address:          280 Park Avenue
                                                      NY, NY  10017
                                                      41st Fl.




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Jim McDonald
                                             ---------------------------------
                                             Mr. Jim McDonald

                                    Address:        c/o Tandy Corporation
                                                    100 Throckmorton, #1100
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                    By:       /s/ Donald M. McGuire
                                             ---------------------------------
                                             Donald M. McGuire

                                    Address:          23 Carleton St.
                                                      Greenwich, CT  06830




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Bryan McMillan
                                              --------------------------------
                                              Bryan McMillan

                                    Address:          2540 Prestonwood Drive
                                                      Plano, TX 75093




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Joseph McOwen
                                             ---------------------------------
                                             Name:  Joseph McOwen
                                             Title:
                                                    --------------------------

                                    Address:        3230 S. Ocean Blvd.
                                                    Palm Beach, FL  33480




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                 By:        /s/  Jack L. Messman
                                          -------------------------------------
                                          Mr. Jack Messman

                                 Address:    c/o Cambridge Technology Partners
                                             8 Cambridge Center
                                             Cambridge, MA  02142




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Knox Millar
                                             ---------------------------------
                                             Name:    Knox Millar
                                             Title:
                                                      ------------------------

                                    Address:          194 West Lane
                                                      Ridgefield, CT  06877




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                    By:        /s/  Martin Moad
                                             ---------------------------------
                                             Mr. Martin Moad

                                    Address:        c/o Tandy Corporation
                                                    100 Throckmorton, #1800
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                    By:        /s/  Anthony Morgano
                                             ---------------------------------
                                             Anthony Morgano

                                    Address:       194 Roxbury Rd
                                                   Garden City, N.Y. 11530




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  William G. Morton, Jr.
                                              --------------------------------
                                              Mr. William G. Morton, Jr.

                                     Address:       Boston Stock Exchange, Inc.
                                                    100 Franklin Street
                                                    Boston, MA  02110




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Douglas P.C.  Nation
                                              --------------------------------
                                              Douglas P.C. Nation

                                     Address:
                                                 -----------------------------
                                                 -----------------------------
                                                 -----------------------------




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Anthony Peyser
                                              --------------------------------
                                              Name:   Anthony Peyser
                                              Title:
                                                      ------------------------

                                     Address:         160 W 86th St 15A
                                                      NYC   10024




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Thomas G. Plaskett
                                              --------------------------------
                                              Mr. Thomas G. Plaskett

                                     Address:       c/o Williams Square
                                                    5215 N. O'Connor, #1070
                                                    Irving, TX 75039




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                     By:        /s/  Lou Provost
                                               -------------------------------
                                               Lou Provost

                                     Address:       c/o Tandy Corporation
                                                    100 Throckmorton, #1600
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Michael A. Quint
                                               -------------------------------
                                               Mr. Mike Quint

                                     Address:      c/o Jackson & Cooksey
                                                   12750 Merit, Suite 1310
                                                   Dallas, TX 75251




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                     By:        /s/  Richard Ramsey
                                              --------------------------------
                                              Mr. Richard Ramsey

                                     Address:       c/o Tandy Corporation
                                                    100 Throckmorton, #1800
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                     By:        /s/  Leonard H. Roberts
                                              --------------------------------
                                              Mr. Leonard H. Roberts

                                     Address:      c/o Tandy Corporation
                                                   100 Throckmorton, #1900
                                                   Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:  /s/ Richard T. Robertson
                                          /s/ Marianne Robertson
                                          ------------------------------------
                                          Name:  Richard T. & Marianne Robertson
                                          Title:
                                                 -----------------------------

                                     Address:    1531 Lindacrest Drive
                                                 Beverly Hills, CA  90210




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Johnathan Rodgers
                                              --------------------------------
                                              Johnathan Rodgers

                                     Address:       3120 Newark St.
                                                    Washington, DC  20008




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Larry Sanitsky
                                              --------------------------------
                                              Larry Sanitsky

                                     Address:      9340 Readcrest Dr.
                                                   Beverly Hills, CA  90210




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Brian D. Sayers
                                              --------------------------------
                                              Brian D. Sayers

                                     Address:        5516 Roland Drive
                                                     Plano TX 75093




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                     By:        /s/  Steven J. Simmons
                                              --------------------------------
                                              Steven J. Simmons

                                     Address:        66 Winding Lane
                                                     Greenwich, CT 06831




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                     By:        /s/  Francesca Spinelli
                                              --------------------------------
                                              Francesca Spinelli

                                     Address:       c/o Tandy Corporation
                                                    100 Throckmorton, #1900
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Mark E. Stanley
                                              --------------------------------
                                              Mr. Mark Stanley

                                     Address:        c/o Tandy Corporation
                                                     100 Throckmorton, #1100
                                                     Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                     THE A.J. STEIN FAMILY TRUST DTD 10/14/83


                                     By:        /s/  Alfred J. Stein
                                              --------------------------------
                                              Mr. Alfred J. Stein

                                     Address:       410 Old Oak Court
                                                    Los Altos, CA 94022




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Dennis Stoutenburgh
                                              --------------------------------
                                              Dennis Stoutenburgh

                                     Address:        2804 Rosedale Ave.
                                                     Dallas, TX 75205




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                     DAVID TARLOW & CO., CPA, PC


                                     By:        /s/  Charles Golden
                                              --------------------------------
                                              Name:  Charles Golden
                                              Title: Pres.

                                     Address:        60 East 42nd St
                                                     New York, NY 10165




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                     By:        /s/  Tim G. Temple
                                              --------------------------------
                                              Name:  Tim G. Temple
                                              Title:
                                                     -------------------------

                                     Address:        1509 Chimney Works
                                                     Southlake, TX  76092




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                     By:        /s/  John C. Thomas, Jr.
                                              --------------------------------
                                              John C. Thomas, Jr.

                                     Address:        14 Sutton Place So.
                                                     New York, N.Y. 10022




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>



                                     By:        /s/  William E. Tucker
                                              --------------------------------
                                              Mr. William E. Tucker

                                     Address:       100 Throckmorton, #416
                                                    Fort Worth, TX 76102




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /s/  Stuart Turner
                                               -------------------------------
                                               Name:  Stuart Turner
                                               Title:
                                                      ------------------------

                                      Address:        72 Biltmore Estates
                                                      Phoenix, AZ 85016




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      VINSON & ELKINS L.L.P.

                                      By:        /s/  William R. Volk
                                               -------------------------------
                                               Name:  William R. Volk
                                               Title: Partner

                                      Address:        Vinson & Elkins L.L.P.
                                                      2001 Ross Avenue
                                                      3700 Trammell Crow Center
                                                      Dallas, Texas  75201-2975




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /s/  Mark P. Weill
                                               -------------------------------
                                               Name:  Mark P. Weill
                                               Title:
                                                      ------------------------

                                      Address:        399 Park Avenue
                                                      NY, NY  10043




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /s/  William F. Weld
                                               -------------------------------
                                               Name:  William F. Weld
                                               Title:

                                      Address:
                                                      ------------------------
                                                      ------------------------
                                                      ------------------------




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /S/  Bourne F. Welsh
                                               -------------------------------
                                               Bourne F. Welsh

                                      Address:     501 E. 79th St.
                                                   NYC, NY 10021




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /s/  Leah Welsh
                                                ------------------------------
                                                Leah Welsh

                                      Address:       6417 Maryland Drive
                                                     Los Angeles, CA 90048




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>





                                      By:        /s/  Edwina D. Woodbury
                                               -------------------------------
                                               Edwina D. Woodbury

                                      Address:       629 Totten Place
                                                     Chapel Hill, NC 27514




First Amended and Restated Registration Rights Agreement - Signature Page

<PAGE>




                                NBC - DCCI HOLDING, INC.


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

                                Address: c/o National Broadcasting Company, Inc.
                                         30 Rockefeller Plaza
                                         46th Floor (4618E)
                                         New York, New York  10112
                                         Attn:  Brandon Burgess




First Amended and Restated Registration Rights Agreement - Signature Page