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                                                                 EXHIBIT 10.10.3

                               WARRANT CERTIFICATE

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


166,000 Shares of Common Stock                        Warrant Certificate No. 2


                               WARRANT CERTIFICATE
                       For the Purchase of Common Stock of
                         DIGITAL:CONVERGENCE CORPORATION

         1. CERTIFICATE. THIS IS TO CERTIFY THAT NBC-DCCI Holding, Inc., or its
registered assigns ("Holder"), is entitled to exercise this Warrant Certificate
to purchase from Digital:Convergence Corporation, a Delaware corporation (the
"Company"), one hundred sixty-six thousand (166,000) shares of common stock, par
value $0.01 per share, of the Company (the "Common Stock"), all on the terms and
conditions and pursuant to the provisions hereinafter set forth. This Warrant
Certificate is executed pursuant to the terms of that certain Warrant Agreement
dated as of April 18, 2000 (the "Agreement") between the Company and the Holder.
Any capitalized terms not defined herein will have the meanings set forth in the
Agreement.

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         2. EXERCISE PRICE. The exercise price to be paid upon the exercise of
the warrants in accordance with the terms of the Agreement, in the aggregate,
shall initially be $1,749,640 (the "Exercise Price"). The initial Exercise Price
per share shall be equal to the result of the aggregate Exercise Price divided
by 166,000. Such Exercise Price and the number of shares of Common Stock into
which this Warrant Certificate is exercisable are subject to adjustment from
time to time as provided in the Agreement.

         3. EXERCISE. This Warrant Certificate may be exercised, in whole or in
part, at any time or from time to time on or after the date hereof; provided,
however, that this Warrant Certificate shall be void and all rights represented
hereby shall cease unless exercised in full on or before April 18, 2005 (the
"Expiration Date").

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

         (a) written notice of Holder's election to exercise this Warrant
Certificate, in substantially the form of the Notice of Exercise attached hereto
as ANNEX A;

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

         (c) a written certification in substantially the form of the
Certification attached hereto as ANNEX B.

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

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

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

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

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


                                       2
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                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed and issued.

         DATED as of September 20, 2000.



                                         DIGITAL:CONVERGENCE CORPORATION


                                         By:      /s/ Patrick V. Stark
                                            ---------------------------------
                                         Name:    Patrick V. Stark
                                         Title:   E.V.P.


                                         ATTEST:

                                         By:      /s/ William S. Leftwich
                                            ---------------------------------
                                         Name:    William S. Leftwich
                                         Title:   Chief Financial Officer



CORPORATE SEAL: