<PAGE>

                                                                     EXHIBIT 4.6

               FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT


         THIS FIRST AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the
"AGREEMENT") is made as of this 25th day of April, 2000, by and among
DigitalConvergence.:Com Inc., a Delaware corporation (the "COMPANY"), certain
of the "SERIES A INVESTORS" (as defined below), the "SERIES B INVESTORS" (as
defined below), the "SERIES C INVESTORS" (as defined below) (the Series A
Investors, the Series B Investors and the Series C Investors are,
collectively, the "INVESTORS" and each individually, an "INVESTOR"), NBC-DCCI
Holding, Inc. ("NBC"), certain stockholders listed on the signature pages
hereto under the heading Inside Stockholders (the "INSIDE STOCKHOLDERS") and
certain other stockholders listed on the signature pages hereto under the
heading Outside Stockholders (the "OUTSIDE STOCKHOLDERS") (the Investors, the
Inside Stockholders and the Outside Stockholders shall be collectively
referred to as the "STOCKHOLDERS").

                                    RECITALS

         WHEREAS, each of the Stockholders 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"), any
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 (collectively, the "SECURITIES"));

         WHEREAS, (i) the Company and the purchasers of its Series A Preferred
(the "SERIES A INVESTORS") are parties to that certain Stock Purchase
Agreement, dated as of September 29, 1999 (the "SERIES A PURCHASE AGREEMENT"),
(ii) the Company and the purchasers of its Series B Preferred (the "SERIES B
INVESTORS") are parties to that certain Stock Purchase Agreement, dated as of
the date hereof (the "SERIES B PURCHASE AGREEMENT"), and (iii) the Company and
the purchasers of its Series C Preferred (the "SERIES C INVESTORS") are
parties to that certain Stock Purchase Agreement, dated as of the date hereof
(the "SERIES C PURCHASE AGREEMENT") (the Series A Purchase Agreement, the
Series B Purchase Agreement, and the Series C Purchase Agreement are
collectively, the "PURCHASE AGREEMENTS" and each individually, a "PURCHASE
AGREEMENT");

         WHEREAS, the Company and NBC are parties to those certain Warrant
Agreements, both dated as of April 20, 2000;

         WHEREAS, this Agreement amends and restates the Stockholders'
Agreement dated as of September 29, 1999 among the Series A Investors, the
Company and the other parties thereto;

         WHEREAS, the obligations of the Investors under the Purchase
Agreements are conditioned, among other things, upon the execution and
delivery of this Agreement by the Investors, the Inside Stockholders, the
Outside Stockholders and the Company;

<PAGE>

         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.       DEFINITIONS.

                  (a) "AFFILIATE" shall mean, with respect to any individual,
corporation, limited liability company, partnership, limited partnership,
joint venture, joint stock company, firm, company, syndicate, trust, estate,
association, governmental authority, business, organization or any other
incorporated or unincorporated entity (each a "PERSON"), any other Person that
directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control with, such Person.

                  (b) "CO-SALE PRO RATA SHARE" shall mean the ratio that (i)
the sum of the number of shares of Common Stock then held by the Eligible
Seller (as defined herein) and the number of shares of Common Stock issuable
upon exercise of any vested options, vested warrants, or convertible
securities (including, without limitation, the Preferred Stock) then held by
such Eligible Seller bears to (ii) the sum of the total number of shares of
Common Stock then held by all Eligible Sellers and the number of shares of
Common Stock issuable upon exercise of any vested options, vested warrants, or
convertible securities (including, without limitation, the Preferred Stock)
held by all Eligible Sellers plus the number of shares of Common Stock then
held by the Stockholder or Permitted Transferee proposing to sell his or its
shares of Common Stock.

                  (c) "ELECTING OFFEREE" has the meaning set forth in SECTION
2(a).

                  (d) "ELIGIBLE OFFEREE" has the meaning set forth in SECTION
2(a).

                  (e) "ELIGIBLE SELLER" has the meaning set forth in SECTION 3.

                  (f) "GAAP" shall mean generally accepted accounting principles
consistently applied.

                  (g) "NEW SECURITIES" shall mean any shares of capital stock
of the Company, including Common Stock and any series of preferred stock,
whether now authorized or not, and rights, options or warrants to purchase
said shares of capital stock, and securities of any type whatsoever that are,
or may become, convertible into or exchangeable for said shares of capital
stock. Notwithstanding the foregoing, "NEW SECURITIES" does not include (i)
Common Stock offered to the public generally pursuant to a registration
statement under the Securities Act in connection with a Qualified Public
Offering, (ii) securities issued or sold in connection with the Option Pool,
net of repurchases, cancellations and expirations (without exercise) of such
securities, (iii) stock issued in connection with any Recapitalization by the
Company, (iv) stock issued in connection with an acquisition of another
business entity or business segment of any such entity by the Company by
merger, purchase of assets, reorganization or otherwise that has been approved
by the Investors or


                                        2

<PAGE>

for which no approval of the Investors is required by this Agreement, (v) the
shares of Preferred Stock issued pursuant to the Series B Purchase Agreement
or the Series C Purchase Agreement or shares issued upon conversion thereof,
(vi) the warrants issued to NBC pursuant to the Warrant Agreements, both dated
as of April 20, 2000, or shares of Common Stock issuable upon exercise
thereof, (vii) the warrants issued to Belo Enterprises, Inc. pursuant to that
certain Warrant Agreement, dated as of September 29, 1999, or shares of Common
Stock issuable upon exercise thereof, or (viii) stock issued in connection
with the potential merger described in SCHEDULE 2.23 to the Series B Purchase
Agreement and the Series C Purchase Agreement.

                  (h) "PERMITTED TRANSFEREE" shall mean a Stockholder's, NBC's
or any Permitted Transferee's, as the case may be, Affiliate, spouse and
descendants (whether natural or adopted), any spouses of such descendants, any
trust for the benefit of such person or persons, a legal guardian for any
minor descendants (whether natural or adopted) or any of the foregoing,
provided that such Permitted Transferee agrees to be bound by the terms of
this Agreement. With respect to the Investors, NBC or any Outside
Stockholders, a Permitted Transferee shall also be deemed to include (i) any
general or limited partner or principal of the Investor and (ii) any fund
affiliated with the Investor.

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

                  (j) "PRO RATA SHARE" shall mean the ratio that (i) the sum
of the total number of shares of Common Stock which are then held by an
Investor, or NBC and those which such Investor or NBC has the right to obtain
pursuant to exercise or conversion of any vested option, vested warrant,
vested right or convertible security (including the Preferred Stock) bears to
(ii) the sum of the total number of shares of Common Stock then outstanding
and which are issuable pursuant to exercise or conversion of any then
outstanding vested options, vested warrants, vested rights or convertible
securities (including the Preferred Stock).

                  (k) "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 of 1933 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.

                  (l) "RECAPITALIZATION" shall mean any stock split, stock
dividend, combination, recapitalization or other similar event occurring after
the date hereof.

                  (m) "REMAINING PRO RATA SHARE" shall mean the ratio that (i)
the sum of the number of shares of Common Stock then held by each Eligible
Offeree (as defined herein) and the number of shares of Common Stock issuable
upon exercise of any vested options, vested warrants or convertible securities
(including, without limitation, the Preferred Stock) then held by such


                                        3

<PAGE>

Eligible Offeree bears to (ii) the sum of the total number of shares of Common
Stock then held by all Eligible Offerees and the number of shares of Common
Stock issuable upon exercise of any vested options, vested warrants or
convertible securities (including, without limitation, the Preferred Stock)
then held by all Eligible Offerees.

                  (n) "SALE TRANSACTION" shall mean the consolidation or
merger of the Company with or into any other corporation or business entity
(other than with or into a wholly-owned domestic Subsidiary of the Company),
the sale or other transfer in a single transaction or a series of related
transactions of all or substantially all of the assets of the Company, or the
liquidation, dissolution, winding-up or reorganization of the Company.

                  (o) "SELLING INSIDE STOCKHOLDER" has the meaning set forth
in SECTION 2(a).

                  (p) "STOCK OPTION PLAN" shall mean any stock option, stock
purchase, stock award or other incentive plan of the Company, including the
Company's 1999 Stock Option Plan, as amended.

                  (q) "SUBSIDIARY" shall mean any corporation, partnership,
joint venture or other legal entity in which the Company owns, directly or
indirectly, an equity interest.

         2.       RIGHT OF FIRST REFUSAL - OTHER STOCKHOLDERS.

                  (a) In the event that any Inside Stockholder (a "SELLING
INSIDE STOCKHOLDER") (or a Permitted Transferee of a Selling Inside
Stockholder) proposes to transfer any of their Securities, such Selling Inside
Stockholder or such person's Permitted Transferee shall give the Investors,
NBC, the Outside Stockholders or their Permitted Transferees (collectively,
the "ELIGIBLE OFFEREES") written notice of the price, terms and conditions of
the proposed sale. Each Eligible Offeree shall have thirty (30) days from the
date of receipt of any such notice to agree to purchase up to its Remaining
Pro Rata Share of such Securities, for the price and upon the terms and
conditions specified in the notice, by giving written notice to such Selling
Inside Stockholder or such person's Permitted Transferee stating therein the
quantity of Securities to be purchased up to such person's Remaining Pro Rata
Share. If any Eligible Offeree fails to agree to purchase its full Remaining
Pro Rata Share within such thirty (30) day period, the Selling Inside
Stockholder or such person's Permitted Transferee selling such Securities will
give the Eligible Offerees who did so agree (the "ELECTING OFFEREES") notice
of the number of Securities which were not subscribed for. Such notice may be
by telephone if followed by written confirmation within two (2) days. The
Electing Offerees shall have fifteen (15) days from the date of such second
notice to agree to purchase their Remaining Pro Rata Share (or such greater
amount as such Electing Offerees agree upon) of all or any part of the
Securities not purchased by such other Eligible Offerees. For purposes of the
second election under this SECTION 2(a), shares held by Eligible Offerees
other than Electing Offerees shall be excluded from SECTION 1(f)(ii) for the
definition of a "Remaining Pro Rata Share."


                                        4

<PAGE>

                  (b) In the event that the Eligible Offerees and the Electing
Offerees determine that they shall not purchase all of the Securities that
such Selling Inside Stockholder or such person's Permitted Transferee proposes
to transfer within the periods specified in SECTION 2(a) hereof, such Selling
Inside Stockholder or such person's Permitted Transferee shall then give the
Board of Directors of the Company written notice of the price, terms and
conditions of the proposed sale. The Company shall have thirty (30) days from
the date of receipt of any such notice to agree to purchase up to all of such
Securities not elected to be purchased by the Eligible Offerees and the
Electing Offerees, for the price and upon the terms and conditions specified
in the notice delivered to the Eligible Offerees pursuant to SECTION 2(a)
above, by delivering written notice to such Selling Inside Stockholder or such
person's Permitted Transferee stating therein the quantity of Securities to be
purchased up to all of such Securities.

                  (c) Notwithstanding anything to the contrary in this SECTION
2, the Eligible Offerees, the Electing Offerees and the Company may not in the
aggregate purchase less than all of the Securities proposed to be transferred
pursuant to the notice to the Eligible Offerees pursuant to SECTION 2(a) above.

                  (d) Subject to the provisions of SECTION 3, in the event the
Eligible Offerees, the Electing Offerees and the Company fail to purchase all
of the Securities proposed to be transferred within the said thirty (30) day
period in the case of the Eligible Offerees, plus the fifteen (15) day period
specified in the case of the Electing Offerees, plus the thirty (30) day
period specified in the case of the Company, respectively, such Selling Inside
Stockholder or such person's Permitted Transferee shall have ninety (90) days
thereafter to sell the Securities proposed to be transferred at the price and
upon the terms and conditions no more favorable to the purchasers of such
Securities than specified in the notice to the Eligible Offerees pursuant to
SECTION 2(a) above. In the event such Selling Inside Stockholder or such
person's Permitted Transferee has not sold the Securities within said ninety
(90) day period, such Selling Inside Stockholder or such person's Permitted
Transferee shall not thereafter sell any of their Securities without first
offering such Securities in the manner provided in this SECTION 2.

         3.       RIGHTS OF PARTICIPATION; COOPERATIVE SALE. Notwithstanding
the foregoing SECTION 2(d), no Selling Inside Stockholder or such person's
Permitted Transferee (whether the first or a subsequent Permitted Transferee)
may sell, assign or transfer any of his Securities pursuant to SECTION 2(d)
until the Investors, NBC, the Outside Stockholders and their Permitted
Transferees (the "ELIGIBLE SELLERS") shall have been given the opportunity,
exercisable within thirty (30) days from the date of notice to the Eligible
Sellers by such Selling Inside Stockholder or such Permitted Transferee, to
sell to the proposed transferee or transferees, upon the same terms and
conditions offered to the Selling Inside Stockholder or such Permitted
Transferee, its Co-Sale Pro Rata Share of the Securities proposed to be sold.
If an Eligible Seller fails to notify the Selling Inside Stockholder or such
Permitted Transferee within thirty (30) days after the notice given pursuant
hereto, it shall be deemed to have waived its right under this SECTION 3. Any
sale or transfer made pursuant to this SECTION 3 shall be consummated within
one hundred and twenty (120) days of the date of the notice given pursuant to
SECTION 2(a) above and shall be conditioned upon the agreement


                                        5

<PAGE>

of the proposed transferee or transferees that such proposed transferee or
transferees will purchase each Eligible Seller's Co-Sale Pro Rata Share of the
Securities proposed to be sold.

         4.       VOTING AGREEMENTS. The parties hereto agree as follows:

                  (a) INVESTORS' NOMINEE. For so long as 3,791,900 shares of
Preferred Stock remain outstanding, at any time when Michael Jordan is not a
director of the Company, the Company agrees to nominate to, and the
Stockholders, the Permitted Transferees and the Investors' Permitted Assigns
agree to cause to be elected to, the Company's Board of Directors, one (1)
nominee designated by holders of at least a majority of the shares of
Preferred Stock.

                  (b) VOTING. In causing a nominee to be elected to the
Company's Board of Directors in accordance with SECTION 4(a), the
Stockholders, the Permitted Transferees and the Investors' Permitted Assigns
shall vote all of their shares of Preferred Stock and Common Stock (including
Common Stock issued upon exercise of the Preferred Stock) then owned
beneficially by such person in favor of electing the nominees designated
pursuant to SECTION 4(a) to the Company's Board of Directors.

         5.       PERMITTED TRANSFEREES. Each Inside Stockholder may transfer
any Securities to a Permitted Transferee without regard to SECTION 2 or
SECTION 3 provided that such Permitted Transferee agrees to be bound by this
Agreement and that such transfer is in compliance with applicable securities
laws.

         6.       CHANGES IN STOCK. If, from time to time during the term of
this Agreement:

                  (a) there is a dividend of any security, stock split or
other change in the character or amount of any of the outstanding securities
of the Company, or

                  (b) there is any consolidation or merger immediately
following which stockholders of the Company hold more than fifty percent (50%)
of the voting equity securities of the surviving corporation,

then, in such event, any and all new, substituted or additional securities or
other property to which any Stockholder or NBC is entitled by reason of his
ownership of the Securities shall be immediately subject to the provisions of
this Agreement and be included in the word "Securities" for all purposes of
this Agreement with the same force and effect as the Securities presently
subject to this Agreement and with respect to which such securities or
property were distributed.

         7.       COVENANTS OF THE COMPANY. The Company hereby covenants that,
except as provided in SECTION 7(d), for so long as any shares of Preferred
Stock are outstanding or until the conversion of the Preferred Stock upon the
occurrence of a Qualified Public Offering:


                                        6
<PAGE>

                  (a)      FINANCIAL AND OTHER INFORMATION. The Company will
maintain a system of accounts in accordance with sound accounting principles
and procedures, keep full and complete financial records and, prior to the
consummation of a Qualified Public Offering, will furnish to the Investors the
following reports:

                           (i)   within one hundred twenty (120) days after the
         end of each fiscal year, a copy of the consolidated balance sheet of
         the Company as of the end of such year, together with consolidated
         statements of income, cash flow and stockholders' equity of the Company
         for such year, audited by and accompanied by the report of independent
         public accountants of nationally recognized standing, prepared in
         accordance with GAAP; in addition, the Company will provide such
         financial statements in comparative form with the corresponding periods
         of the prior year and budgeted figures for the current year;

                           (ii)  within forty-five (45) days after the end of
         each fiscal quarter, an unaudited consolidated balance sheet of the
         Company as of the end of such quarter and unaudited consolidated
         statements of income, cash flow and stockholders' equity for the
         Company for such quarter and for the year to date, prepared in
         accordance with GAAP (except for footnotes) and practices consistently
         applied; in addition, the Company will provide such financial
         statements in comparative form with the corresponding periods of the
         prior year and budgeted figures for the current year; PROVIDED, that
         from and after such time as the Company in the ordinary course prepares
         monthly financial statements, the Company shall furnish to the
         Investors, within thirty (30) days after the end of each month, an
         unaudited consolidated balance sheet of the Company as of the end of
         such month and unaudited consolidated statements of income, cash flow
         and stockholders' equity for the Company for such month and for the
         year to date, prepared in accordance with GAAP (except for footnotes)
         and practices consistently applied; in addition, the Company will
         provide such financial statements in comparative form with the
         corresponding periods of the prior year and budgeted figures for the
         current year;

                           (iii) promptly following receipt by the Company, each
         audit response letter, accountant's management letter and other written
         report submitted to the Company by its independent public accountants
         in connection with an annual or interim audit of the books of the
         Company or any of its Subsidiaries;

                           (iv)  promptly upon sending, making available or
         filing the same, all press releases, reports and financial statements
         that the Company sends or makes available to its stockholders or
         directors or files with the Securities and Exchange Commission; and

                           (v)   such other financial information as the holders
         of at least a majority of the shares of Preferred Stock may reasonably
         request, it being agreed that at least thirty (30) days prior to the
         beginning of each fiscal year, beginning January 1, 2000, the Company
         shall prepare and submit to the Board of Directors an annual plan for
         such year which shall include, without limitation, an operating plan, a
         long-term strategic plan, a capital


                                        7
<PAGE>

         expenditure plan and policy, plans for incurrences of indebtedness for
         borrowed money and projections regarding other sources of funds,
         monthly projected capital and operating expense budgets, cash flow
         statements, profit and loss statements and balance sheet projections,
         itemized in such detail as the Board of Directors may request. A copy
         of such annual plan shall be sent to the Investors upon its approval by
         the Board of Directors.

         (b)      ACCESS TO INFORMATION. The Company will permit any Investor
to inspect any of the properties or books and records of the Company and any
of the Subsidiaries, to make copies of extracts from such books and records
and to discuss the affairs and condition of the Company and the Subsidiaries
with representatives of the Company and such Subsidiaries, all to such
reasonable extent and at such reasonable times and intervals as an Investor
may request.

         (c)      INTELLECTUAL PROPERTY. From the date hereof, the Company
will, and will cause each Subsidiary to, use all reasonable efforts to keep
confidential all Technology Assets (as defined in the Purchase Agreements) and
other confidential intellectual property and information which is material to
the respective businesses or prospective businesses of the Company and the
Subsidiaries, and to provide the Company and/or each Subsidiary with
sufficient title to, ownership of, or rights to such intellectual property as
is or may become necessary for the conduct of their respective businesses,
including the filing and presentation of any applications for U.S. and/or
foreign patents as may be determined by the President, Chief Executive Officer
or the Board of Directors of the Company. From the date hereof, the Company
will, and will cause each Subsidiary to, enter into such agreements with its
employees, consultants, licensees, customers and other third parties as may be
reasonably required to carry out its obligations under this SECTION 7(c).

         (d)      RESTRICTED CORPORATE ACTIONS.

                           (i)   So long as at least 1,900 shares of Series A
         Preferred remain outstanding, the Company will not, without the written
         approval of the holders of at least two-thirds of the shares of Series
         A Preferred, take any of the following actions:

                                 (A) amend, alter or repeal the Company's
         Bylaws or Certificate of Incorporation so as to adversely affect the
         preferences, special rights or other powers of shares of Series A
         Preferred;

                                 (B) increase or decrease the authorized number
         of shares of Series A Preferred;

                                 (C) create any new class or series of shares
         that has a preference over or is on a parity with the Series A
         Preferred with respect to voting, dividends or liquidation preferences
         (except that the Company may create and issue the Series B Preferred
         and the Series C Preferred and may grant voting rights to shares of a
         series of preferred stock which have the right to vote with holders of
         Common Stock on an as-converted basis, but in any event not in
         preference to shares of Series A Preferred);


                                        8

<PAGE>

                                 (D) reclassify stock into shares having a
         preference over or parity with the Series A Preferred with respect to
         voting, dividends or liquidation preferences (except that the Company
         may grant voting rights to shares of a series of preferred stock which
         have the right to vote with holders of Common Stock on an as-converted
         basis, but in any event not in preference to shares of Series A
         Preferred);

                                 (E) authorize any dividend or other
         distribution (other than a stock dividend) with respect to the
         Preferred Stock or the Common Stock (other than cash dividends payable
         to the holders of Series A Preferred);

                                 (F) repurchase any Common Stock or Preferred
         Stock, other than the purchase of Common Stock from employees acquired
         pursuant to any stock option plan, stock purchase plan, stock award
         plan or other incentive plan of the Company or the purchase of Common
         Stock pursuant to contractual rights to repurchase shares of Common
         Stock held by employees, directors or consultants of the Company or its
         subsidiaries upon termination of their employment or services or
         pursuant to the exercise of a contractual right of first refusal, call
         right or other purchase option held by the Company; provided that in
         the event the Company repurchases any such shares from one or more
         employees pursuant to this clause (F), the aggregate value of such
         permitted repurchases shall not exceed $1,000,000 (exclusive of any
         amount of indebtedness owed to the Company by an officer or employee
         that is canceled or rescinded as part of a repurchase) in any twelve
         (12) month period;

                                 (G) increase the number of directors of the
         Company to greater than seven (7) persons;

                                 (H) use proceeds from the sale of any Series
         A Preferred other than for the uses contemplated by Section 4.3 of the
         Series A Purchase Agreement;

                                 (I) other than options, or shares purchasable
         on the exercise of options, pursuant to the Option Pool (as defined in
         SECTION 7(g)), offer shares of Common Stock at an issue price that is
         the less than the fair market value for such shares as of the date of
         issuance;

                                 (J) offer or issue any equity security that
         has a preference over, more favorable terms than, or on a parity with
         the Series A Preferred with respect to voting, dividends, liquidation
         preferences or any other material term or condition; provided, however,
         that the Company may create and issue the Series B Preferred and the
         Series C Preferred; or

                                 (K) undertake, enter into or consummate any
         Sale Transaction.


                                        9

<PAGE>

                           (ii)  So long as at least 1,800,000 shares of Series
         B Preferred remain outstanding, the Company will not, without the
         written approval of the holders of at least two-thirds of the shares
         of Series B Preferred, take any of the following actions:

                                 (A) amend, alter or repeal the Company's
         Bylaws or Certificate of Incorporation so as to adversely affect the
         preferences, special rights or other powers of shares of Series B
         Preferred;

                                 (B) increase or decrease the authorized
         number of shares of Series B Preferred;

                                 (C) create any new class or series of shares
         that has a preference over or is on a parity with the Series B
         Preferred with respect to voting, dividends or liquidation preferences
         (except that the Company may create and issue the Series A Preferred
         and the Series C Preferred and may grant voting rights to shares of a
         series of preferred stock which have the right to vote with holders of
         Common Stock on an as-converted basis, but in any event not in
         preference to shares of Series B Preferred);

                                 (D) reclassify stock into shares having a
         preference over or parity with the Series B Preferred with respect to
         voting, dividends or liquidation preferences (except that the Company
         may grant voting rights to shares of a series of preferred stock which
         have the right to vote with holders of Common Stock on an as-converted
         basis, but in any event not in preference to shares of Series B
         Preferred);

                                 (E) authorize any dividend or other
         distribution (other than a stock dividend) with respect to the
         Preferred Stock or the Common Stock (other than cash dividends payable
         to the holders of Series B Preferred);

                                 (F) repurchase any Common Stock or Preferred
         Stock, other than the purchase of Common Stock from employees acquired
         pursuant to any stock option plan, stock purchase plan, stock award
         plan or other incentive plan of the Company or the purchase of Common
         Stock pursuant to contractual rights to repurchase shares of Common
         Stock held by employees, directors or consultants of the Company or its
         subsidiaries upon termination of their employment or services or
         pursuant to the exercise of a contractual right of first refusal, call
         right or other purchase option held by the Company; provided that in
         the event the Company repurchases any such shares from one or more
         employees pursuant to this clause (F), the aggregate value of such
         permitted repurchases shall not exceed $1,000,000 (exclusive of any
         amount of indebtedness owed to the Company by an officer or employee
         that is canceled or rescinded as part of a repurchase) in any twelve
         (12) month period;

                                 (G) increase the number of directors of the
         Company to greater than seven (7) persons;


                                       10

<PAGE>

                                 (H) use proceeds from the sale of any Series
         B Preferred other than for the uses contemplated by Section 4.1 of the
         Series B Purchase Agreement;

                                 (I) other than options, or shares purchasable
         on the exercise of options, pursuant to the Option Pool), offer shares
         of Common Stock at an issue price that is the less than the fair market
         value for such shares as of the date of issuance;

                                 (J) offer or issue any equity security that
         has a preference over, more favorable terms than, or on a parity with
         the Series B Preferred with respect to voting, dividends, liquidation
         preferences or any other material term or condition; provided, however,
         that the Company may create and issue the Series A Preferred and the
         Series C Preferred; or

                                 (K) undertake, enter into or consummate any
         Sale Transaction.

                           (iii) So long as at least 1,990,000 shares of Series
         C Preferred remain outstanding, the Company will not, without the
         written approval of the holders of at least two-thirds of the shares of
         Series C Preferred, take any of the following actions:

                                 (A) amend, alter or repeal the Company's
         Bylaws or Certificate of Incorporation so as to adversely affect the
         preferences, special rights or other powers of shares of Series C
         Preferred;

                                 (B) increase or decrease the authorized number
         of shares of Series C Preferred;

                                 (C) create any new class or series of shares
         that has a preference over or is on a parity with the Series C
         Preferred with respect to voting, dividends or liquidation preferences
         (except that the Company may create and issue the Series A Preferred
         and the Series B Preferred and may grant voting rights to shares of a
         series of preferred stock which have the right to vote with holders of
         Common Stock on an as-converted basis, but in any event not in
         preference to shares of Series C Preferred);

                                 (D) reclassify stock into shares having a
         preference over or parity with the Series C Preferred with respect to
         voting, dividends or liquidation preferences (except that the Company
         may grant voting rights to shares of a series of preferred stock which
         have the right to vote with holders of Common Stock on an as-converted
         basis, but in any event not in preference to shares of Series C
         Preferred);

                                 (E) authorize any dividend or other
         distribution (other than a stock dividend) with respect to the
         Preferred Stock or the Common Stock (other than cash dividends payable
         to the holders of Series C Preferred);


                                       11

<PAGE>

                                 (F) repurchase any Common Stock or Preferred
         Stock, other than the purchase of Common Stock from employees acquired
         pursuant to any stock option plan, stock purchase plan, stock award
         plan or other incentive plan of the Company or the purchase of Common
         Stock pursuant to contractual rights to repurchase shares of Common
         Stock held by employees, directors or consultants of the Company or its
         subsidiaries upon termination of their employment or services or
         pursuant to the exercise of a contractual right of first refusal, call
         right or other purchase option held by the Company; provided that in
         the event the Company repurchases any such shares from one or more
         employees pursuant to this clause (F), the aggregate value of such
         permitted repurchases shall not exceed $1,000,000 (exclusive of any
         amount of indebtedness owed to the Company by an officer or employee
         that is canceled or rescinded as part of a repurchase) in any twelve
         (12) month period;

                                 (G) increase the number of directors of the
         Company to greater than seven (7) persons;

                                 (H) use proceeds from the sale of any Series
         C Preferred other than for the uses contemplated by Section 4.1 of the
         Series C Purchase Agreement;

                                 (I) other than options, or shares purchasable
         on the exercise of options, pursuant to the Option Pool), offer shares
         of Common Stock at an issue price that is the less than the fair market
         value for such shares as of the date of issuance;

                                 (J) offer or issue any equity security that
         has a preference over, more favorable terms than, or on a parity with
         the Series C Preferred with respect to voting, dividends, liquidation
         preferences or any other material term or condition; provided, however,
         that the Company may create and issue the Series A Preferred and the
         Series B Preferred; or

                                 (K) undertake, enter into or consummate any
         Sale Transaction.

         (e) STOCKHOLDER AND DIRECTOR INFORMATION. At the request of any
Investor, the Company shall promptly deliver to such Investor information
regarding the security holders, officers and directors of the Company,
including, without limitation, names, addresses, types of securities held and
terms of securities held.

         (f) NO IMPAIRMENT. The Company and the Subsidiaries will observe and
honor in good faith all rights of the Investors under the terms of this
Agreement or any other document executed in connection herewith, and will take
no action that would impair or otherwise prejudice such rights.

         (g) OPTION POOL. The shares reserved for issuance pursuant to the
Stock Option Plan shall not exceed fifteen percent (15%) of the fully diluted
Common Stock and Preferred Stock (assuming the issuance and sale of the
Preferred Stock) of the Company at the Closing (such shares being referred to
as the "OPTION POOL"), appropriately adjusted for Recapitalizations.


                                       12

<PAGE>

         (h) RESERVE FOR CONVERSION SHARES. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of Common
Stock, for the purpose of effecting the conversion of the Preferred Stock and
otherwise complying with the terms of this Agreement and the Purchase
Agreements such number of its duly authorized shares of Common Stock as shall
be sufficient to effect the conversion of the Preferred Stock from time to
time outstanding or otherwise to comply with the terms of this Agreement and
the Purchase Agreements. If at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of the
Preferred Stock, or otherwise to comply with the terms of this Agreement, the
Company will forthwith take such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes. The Company will obtain any
authorization, consent, approval or other action by or make any filing with
any court or administrative body that may be required under applicable state
securities laws in connection with the issuance of shares of Common Stock upon
conversion of the Preferred Stock.

         (i) BYLAWS. The Company shall at all times cause its Bylaws to
provide that the number of directors fixed in accordance therewith shall in no
event conflict with any of the terms or provisions of this Agreement or the
Company's Certificate of Incorporation. The Company shall at all times
maintain provisions in its Bylaws and/or Certificate of Incorporation
indemnifying all directors against liability and absolving all directors from
liability to the Company and its stockholders and providing for advance
payment of such indemnities to the maximum extent permitted under the laws of
the State of Delaware.

         (j) COMPLIANCE. The Company shall comply, and cause each Subsidiary
to comply, with all applicable laws, rules, regulations and orders,
noncompliance with which could materially and adversely affect its business or
condition, financial or otherwise.

         (k) AGREEMENTS IN FORCE. The Company will not waive or fail to
enforce the provisions of any employment agreement, non-disclosure or
noncompetition agreement under which it has rights where such waiver or
failure to enforce would have a material adverse effect on the Company or its
business.

         8. RIGHT OF FIRST REFUSAL ON ISSUANCE OF NEW SECURITIES.

         (a) GRANT OF RIGHT. The Company hereby grants to each Investor and
NBC the right of first refusal to purchase its Pro Rata Share of New
Securities which the Company may, from time to time, propose to sell and issue.

         (b) NOTICE. In the event the Company proposes to undertake an
issuance or sale of New Securities, it shall give the Investors and NBC
written notice of its intention, describing the amount and type of New
Securities, and the price and terms upon which the Company proposes to issue
the same. To the extent New Securities are subject to SECTION 8(a) above, each
Investor and NBC shall have thirty (30) days from the date of receipt of any
such notice to agree to purchase up to its Pro Rata Share of such New
Securities for the price and upon the terms specified in the notice by giving


                                       13

<PAGE>

written notice to the Company and stating therein the quantity of New
Securities to be purchased. Subject to the previous sentence, the closing of
the purchase of the New Securities to be issued and sold to the Investors or
NBC shall occur at the same time as the closing of the sale of New Securities
not elected or eligible to be purchased by the Investors or NBC shall occur.

         (c) ELIGIBLE SALES TO THIRD PARTIES. After giving the notice and
opportunity for the Investors and NBC to participate as required under SECTION
8(b) above, the Company shall have ninety (90) days thereafter to issue and
sell the New Securities not elected nor eligible to be purchased by the
Investors and NBC at the price and upon the terms no more favorable to the
purchasers of such securities than specified in the Company's notice under
SECTION 8(b). In the event the Company has not sold such New Securities within
said ninety (90) day period, the Company shall not thereafter issue or sell
any New Securities without first offering such securities in the manner
provided above.

         9. LEGENDS. All certificates of the Stockholders representing any
Securities subject to the provisions of this Agreement shall have endorsed
thereon a legend to substantially the following effect:

                  "THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE
         THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO CERTAIN
         RESTRICTIONS, WHICH INCLUDE CO-SALE AND RIGHT OF FIRST REFUSAL
         RESTRICTIONS ON THE SALE OF THE SHARES AND A VOTING AGREEMENT, SET
         FORTH IN A STOCKHOLDERS' AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE
         AT THE CORPORATION'S PRINCIPAL PLACE OF BUSINESS AND ITS REGISTERED
         OFFICE."

         10. TRANSFER OF STOCK. The Company shall not: (a) permit any transfer
on its books of any Securities which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement or applicable
securities laws, (b) treat as an owner of such Securities or accord the right
to vote as an owner or to pay dividends to any transferee to whom such
Securities shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (c) treat as an owner of such
Securities or accord the right to vote as an owner or to pay dividends to any
transferee to whom such Securities shall have been pledged or hypothecated.

         11. TERMINATION. This Agreement shall terminate upon the earlier to
occur of:

         (a) an agreement in writing by the Company, Investors holding at
least two-thirds of the shares (counted on an as-converted basis) of the
capital stock held by all Investors, Inside Stockholders holding at least
two-thirds of the shares (counted on an as-converted basis) of the capital
stock held by all Inside Stockholders and Outside Stockholders holding at
least two-thirds of the shares (counted on an as-converted basis) of the
capital stock held by all Outside Stockholders;


                                       14

<PAGE>

         (b) the consummation of a Qualified Public Offering;

         (c) the consolidation, merger (but only with respect to a
consolidation or merger pursuant to which stockholders of the Company
(determined prior to such consolidation or merger) hold less than fifty
percent (50%) of the voting equity of the surviving corporation) or sale of
all or substantially all of the assets of the Company; or

         (d) December 31, 2010.

         12. TRANSFER OF RIGHTS. Notwithstanding any other provision of this
Agreement, the rights set forth in SECTION 2, SECTION 3, and SECTION 4 (the
"RIGHTS") are assignable or transferable by the Investors and NBC to any party
(an "INVESTORS' PERMITTED ASSIGN") in connection with the sale of such
securities to such party pursuant to the terms of this Agreement, so long as
such Investors' Permitted Assign agrees in a written instrument to be bound by
the terms of this Agreement as if such party were an Investor or NBC, as
applicable.

         13. AMENDMENT. Any provision of this Agreement may be amended or the
observance thereof may be waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of
the Company, Investors holding at least two-thirds of the shares (counted on
an as-converted basis) of the capital stock held by all Investors, Inside
Stockholders holding at least two-thirds of the shares (counted on an
as-converted basis) of the capital stock held by all Inside Stockholders and
Outside Stockholders holding at least two-thirds of the shares (counted on an
as-converted basis) of the capital stock held by all Outside Stockholders. Any
amendment or waiver effected in accordance with this SECTION 13 shall be
binding upon each Stockholder, NBC, each Permitted Transferee, each Investors'
Permitted Assign, and the Company. For purposes of this SECTION 13 only, the
term "Investor" shall include NBC.

         14. GOVERNING LAW. This Agreement and the legal relations between the
parties arising hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware. The parties hereto agree to submit to
the jurisdiction of the federal and state courts of the State of Delaware with
respect to the breach or interpretation of this Agreement or the enforcement
of any and all rights, duties, liabilities, obligations, powers, and other
relations between the parties arising under this Agreement.

         15. ENTIRE AGREEMENT. This Agreement, including all exhibits,
schedules and attachments hereto, and all other agreements executed in
connection therewith, constitute the full and entire understanding and
agreement between the parties regarding the matters set forth herein and
therein. This Agreement (i) amends and restates in its entirety the
Stockholders' 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. The Series A
Investors and the Company agree that the provisions set forth in SECTION 7
hereof replace and supercede the provisions set forth in SECTIONS 4.1, 4.2,
4.4-4.14,

                                       15

<PAGE>


5.1, 5.2 AND 5.3 contained in the Series A Purchase Agreement, which
provisions of such Series A Purchase Agreement shall be void and of no further
force or effect on and after the date of this Agreement. Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon the successors, assigns, heirs, executors and
administrators of the parties hereto.

         16. NOTICES, ETC. Except as otherwise specifically provided herein,
all notices and other communications required or permitted hereunder shall be
in writing and shall be deemed effectively given upon personal delivery to the
party to be notified or three (3) days after deposit with the United States
mail, by registered or certified mail, postage prepaid, addressed (a) if to an
Investor or NBC, at such Investors' or NBC's address as set forth on the
signature pages hereto, or at such other address as such Investor or NBC shall
have furnished to the Company in writing in accordance with this SECTION 16;
(b) if to any other holder of the Preferred Stock and Common Stock issued upon
conversion thereof to whom the Rights have been transferred in accordance with
SECTION 12 hereof, at such address as such holder shall have furnished the
Company in writing in accordance with this SECTION 16, or, until any such
holder so furnishes an address to the Company, then to and at the address of
the last holder thereof who has so furnished an address to the Company; (c) if
to any Other Stockholder, at such address as such Other Stockholder shall have
last furnished the Company and the Stockholders in writing; or (d) if to the
Company, at its principal office.

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

         18. SEVERABILITY. If any provision of this Agreement is held invalid
under applicable law, such provision will be ineffective to the extent of such
invalidity, and such invalid provision will be modified to the extent
necessary to make it valid and enforceable. Any such invalidity will not
invalidate the remainder of this Agreement.

         19. SPECIFIC PERFORMANCE. The Company, NBC and the Stockholders agree
that the rights created by this Agreement are unique, and that the loss of any
such right is not susceptible to monetary quantification. Consequently, the
parties agree that an action for specific performance (including for temporary
and/or permanent injunctive relief) of the obligations created by this
Agreement is a proper remedy for the breach of the provisions of this
Agreement, without the necessity of proving actual damages. If the parties
hereto are forced to institute legal proceedings to enforce their rights in
accordance with the provisions of this Agreement, the prevailing party shall
be entitled to recover its reasonable expenses, including attorneys' fees, in
connection with any such action.

         20. WARRANTS. The Investors consent to and approve the Company's
issuance of warrants on the terms and conditions described in Schedule 2.5 of
the Series B Purchase Agreement and the Series C Purchase Agreement, to NBC
pursuant to the Warrant Agreements, both dated as of April 18, 2000, or shares
of Common Stock issuable upon exercise thereof.


                                       16
<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


                                  INSIDE STOCKHOLDERS

                                  /s/ J. Jovan Philyaw
                                  ---------------------------------------------
                                  J. Jovan Philyaw

                                  /s/ Patrick V. Stark
                                  ---------------------------------------------
                                  Patrick V. Stark

                                  /s/ Michael N. Garin
                                  ---------------------------------------------
                                  Michael N. Garin
















Stockholders' Agreement - Signature Page

<PAGE>






                              OUTSIDE STOCKHOLDERS

                              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:    ______________





Stockholders' Agreement - Signature Page

<PAGE>


                               SERIES A INVESTORS

                                  BELO ENTERPRISES, INC.*


                                  By:    /s/  Mark T. Ryan
                                        ------------------------------
                                        Mark T. Ryan
                                        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






-------------------------

      *Also signing in capacity as a Series B Investor and a Series C Investor.


Stockholders' Agreement - Signature Page

<PAGE>


                                  ING CAPITAL LLC


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

                                  Address:      ING Capital, LLC
                                                _______________________________
                                                _______________________________
                                                Telephone: ____________________
                                                Telecopy:  ____________________


















Stockholders' 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
                                                      -------------------------

















Stockholders' Agreement - Signature Page

<PAGE>



                          SERIES B & SERIES C INVESTORS

                                  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



















Stockholders' 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
                                               Telephone:   (214) 977-6802
                                               Telecopy:    (214) 977-6620



























Stockholders' 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

















Stockholders' Agreement - Signature Page

<PAGE>


                                  A.T. CROSS LIMITED


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

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






















Stockholders' 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




















Stockholders' Agreement - Signature Page

<PAGE>


                                  SPIELBERG/KATZ ENTERPRISES, LLC


                                  By:     /s/  Mr. Shimon Y. Katz
                                          -------------------------------------
                                          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



























Stockholders' Agreement - Signature Page
<PAGE>


                                                   SERIES B (ONLY) INVESTORS:

























Stockholders' Agreement - Signature Page

<PAGE>


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

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

                                                    -------------------------
                                                    Attn:
                                                         --------------------
                                                    Telephone:
                                                               --------------
                                                    Telecopy:
                                                               --------------
















Stockholders' Agreement - Signature Page

<PAGE>


                                   By:    /s/  David Alexander
                                         ------------------------------------
                                          Name:    David Alexander
                                          Title:
                                                   ---------------------------

                                   Address:         500 Fifth Ave., Suite 2700
                                                    New York, N.Y. 10110

















Stockholders' Agreement - Signature Page

<PAGE>


                                   B&McG HOLDINGS


                                   By:     /s/ Burton Lehman
                                         ------------------------------------
                                           Name:   Burton Lehman
                                           Title:  Managing Partner

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















Stockholders' Agreement - Signature Page

<PAGE>



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

                                   Address:       5 Crooked Mile Rd.
                                                  Westport, CT 06880




















Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:       330 Cannady Ct.
                                                  Atlanta, GA 30350






















Stockholders' 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
























Stockholders' Agreement - Signature Page

<PAGE>


                                   By:    /s/  James S. Berrien
                                         ------------------------------------
                                          Name:   James S. Berrien
                                          Title:  President, Forbes Magazine

                                   Address:       290 Sturges Hwy.
                                                  Westport, CT 06880






















Stockholders' Agreement - Signature Page

<PAGE>


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

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






















Stockholders' Agreement - Signature Page

<PAGE>


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

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























Stockholders' Agreement - Signature Page

<PAGE>



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

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










































Stockholders' Agreement - Signature Page

<PAGE>




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

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



































Stockholders' Agreement - Signature Page

<PAGE>




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

                                                Address:         79 East 79th
                                                                 NY, NY  10021































Stockholders' 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





































Stockholders' Agreement - Signature Page

<PAGE>


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

                                         Address:        944 Lake Ave.
                                                         Greenwich, CT 06831




































Stockholders' Agreement - Signature Page

<PAGE>


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

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






























Stockholders' Agreement - Signature Page

<PAGE>


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

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






























Stockholders' Agreement - Signature Page

<PAGE>




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

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


































Stockholders' Agreement - Signature Page

<PAGE>




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

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



































Stockholders' Agreement - Signature Page

<PAGE>



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

                                              Address:        4 Wild Iris Lane
                                                              Fairview, NC 28730































Stockholders' Agreement - Signature Page

<PAGE>




                                    By:  /s/ Kenneth D. Cole
                                         ----------------------------------
                                         Name:   Kenneth D. Cole
                                         Title:
                                                 --------------------------
                                    Address:     1619 Purchase St.
                                                 Purchase, N.Y.  10577














Stockholders' Agreement - Signature Page

<PAGE>




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

                                         Title:
                                                 --------------------------

                                    Address:     6416 Shady Oaks
                                                 Plano, TX  75093
                                                 Attn:







Stockholders' Agreement - Signature Page

<PAGE>




                                    By:  /s/ Mark Colodny
                                         ----------------------------------
                                         Name:   Mark Colodny
                                         Title:  Vice President, Corp.
                                                 Development

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









Stockholders' Agreement - Signature Page

<PAGE>




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

                                    Address:    12750 Merit #1310
                                                Dallas, TX  75251









Stockholders' Agreement - Signature Page

<PAGE>




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

                                    Address:    18 Park Lane
                                                Atlanta, Georgia 30309











Stockholders' 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










Stockholders' Agreement - Signature Page

<PAGE>




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

                                    Address:      33 Hugo Verrieststraat
                                                  Gent  Belgium









Stockholders' Agreement - Signature Page

<PAGE>




                                    Devillier Donegan Enterprises Inc.


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

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









Stockholders' 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











Stockholders' 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













Stockholders' 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


































Stockholders' Agreement - Signature Page

<PAGE>




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

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




































Stockholders' Agreement - Signature Page

<PAGE>




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

                                            Address:         13018 Boswell Ct
                                                             Potamac, MD 20854


































Stockholders' Agreement - Signature Page

<PAGE>




                                           By:       /s/  Jon Feldman
                                                    ----------------------------
                                                    Name:  Jon Feldman
                                                    Title:
                                                          ----------------------

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

































Stockholders' Agreement - Signature Page

<PAGE>




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

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


































Stockholders' 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


































Stockholders' Agreement - Signature Page

<PAGE>


                                                                         4/13/00

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

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







































Stockholders' Agreement - Signature Page

<PAGE>




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

                                            Address:        14 Moss Ledge Road
                                                            Westport, CT 06880








































Stockholders' Agreement - Signature Page

<PAGE>



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

                                           Address:         2845 Andrews Drive
                                                            Atlanta, GA 30305








































Stockholders' Agreement - Signature Page

<PAGE>



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

                                            Address:        5904 32nd Street NW
                                                            Washington, DC 20015

































Stockholders' Agreement - Signature Page

<PAGE>


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

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






















Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:    128 Beachside Avenue
                                               Westport, CT 06880






















Stockholders' Agreement - Signature Page

<PAGE>


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

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


























Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:    5555 Melrose Avenue
                                               Hollywood, CA 90038






















Stockholders' 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

























Stockholders' Agreement - Signature Page

<PAGE>


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

                               Address:    1130 Park Ave. Apt.8-1
                               (for both)  NYC, NY  10128
























Stockholders' Agreement - Signature Page

<PAGE>


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

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





























Stockholders' 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



























Stockholders' Agreement - Signature Page

<PAGE>


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

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





























Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:    c/o Tandy Corporation
                                               100 Throckmorton, #1800
                                               Fort Worth, TX 76102
                                               Attn:  Loren K. Jensen





















Stockholders' Agreement - Signature Page

<PAGE>


                                    JGM CAPITAL

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

                                    Address:    1075 Brookhaven Sq.
                                                Atlanta, GA 30319




Stockholder's Agreement - Signature Page

<PAGE>


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

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




Stockholder's Agreement - Signature Page

<PAGE>


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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's 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:




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




                                    By:     /s/  Winthrop Knowlton
                                          ---------------------------------
                                          Name:  Winthrop Knowlton
                                          Title:
                                                 -------------------------

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




                                    By:        /s/  Frank Konigsberg
                                             ---------------------------------
                                             Name:  Frank Konigsberg
                                             Title:
                                                    --------------------------

                                    Address:        7919 Sunset Blvd.
                                                    Los Angeles, CA 90046




Stockholder's Agreement - Signature Page

<PAGE>




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

                                    Address:       74 Gateside Place
                                                   Marietta, GA 30067




Stockholder's Agreement - Signature Page

<PAGE>




                              By:   /s/ Sharon Korman as trustee for Eric Korman
                                  ----------------------------------------------
                                  Name:  Sharon Korman
                                  Title: trustee for Eric Lorman

                              Address:  911 Park Avenue
                                        New York, New York 10021




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>



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

                                   Address:       5800 Kingsbrook
                                                  Plano, TX 75093




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

                                   Address:        12 Beach Drive
                                                   Darien, CT 06820




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>




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

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




Stockholder's Agreement - Signature Page

<PAGE>


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

                                            Address:        23 Carleton St.
                                                            Greenwich, CT  06830






























Stockholders' Agreement - Signature Page

<PAGE>



                                          By:       /s/  Bryan McMillan
                                                   -----------------------------
                                                   Name:  Bryan McMillan
                                                   Title:
                                                         -----------------------

                                          Address:        2540 Prestonwood Drive
                                                          Plano, TX  75093

































Stockholders' Agreement - Signature Page

<PAGE>




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

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





























Stockholders' Agreement - Signature Page

<PAGE>




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

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



































Stockholders' Agreement - Signature Page

<PAGE>



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

                                           Address:        194 West Lane
                                                           Ridgefield, CT  06877

































Stockholders' Agreement - Signature Page

<PAGE>



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

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
































Stockholders' Agreement - Signature Page

<PAGE>




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

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






























Stockholders' 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





























Stockholders' Agreement - Signature Page

<PAGE>




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

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






































Stockholders' Agreement - Signature Page

<PAGE>




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

                                             Address:          160 W 86th St 15A
                                                               NYC   10024































Stockholders' 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





















Stockholders' Agreement - Signature Page

<PAGE>


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

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


























Stockholders' Agreement - Signature Page

<PAGE>


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

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



























Stockholders' Agreement - Signature Page

<PAGE>


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

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


























Stockholders' 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


























Stockholders' 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






















Stockholders' Agreement - Signature Page

<PAGE>


                                   By: /s/ Johnathan Rodgers
                                      ---------------------------------------
                                       Name:   Johnathan Rodgers
                                       Title:
                                             --------------------------------

                                   Address:    3120 Newark St.
                                               Washington, DC 20008



























Stockholders' Agreement - Signature Page

<PAGE>


                                   By:    /s/ Larry Sanitsky
                                      ---------------------------------------
                                   Name:
                                        -------------------------------------
                                   Title:
                                         ------------------------------------

                                   Address:    9340 Readcrest Dr.
                                               Beverly Hills, CA 90210


























Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:     5516 Roland Drive
                                                Plano TX 75093





























Stockholders' Agreement - Signature Page

<PAGE>


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

                                   Address:     66 Winding Lane
                                                Greenwich, CT 06831


























Stockholders' Agreement - Signature Page

<PAGE>



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

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












Stockholders' Agreement - Signature Page

<PAGE>




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

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















Stockholders' 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












Stockholders' Agreement - Signature Page

<PAGE>




                                    By:  /s/ Dennis Stoutenburgh
                                         ----------------------------------
                                         Name:   Dennis Stoutenburgh
                                         Title:  Shareholder

                                    Address:     2804 Rosedale Ave.
                                                 Dallas, TX 75205












Stockholders' 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











Stockholders' Agreement - Signature Page

<PAGE>




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

                                         Address: 1509 Chimney Works
                                                  Southlake, TX  76092











Stockholders' Agreement - Signature Page

<PAGE>




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

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















Stockholders' Agreement - Signature Page

<PAGE>


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

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












Stockholders' Agreement - Signature Page


<PAGE>




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

                                    Address:    72 Biltmore Estates
                                                Phoenix, AZ 85016
















Stockholders' 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
















Stockholders' Agreement - Signature Page

<PAGE>




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

                                  Address:     399 Park Avenue
                                               NY, NY  10043


























Stockholders' Agreement - Signature Page

<PAGE>




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

                                  Address:    McDermott, Will & Emery

                                              ------------------------
                                              ------------------------





























Stockholders' Agreement - Signature Page

<PAGE>




                                  By:        /s/  Bourne F. Welsh
                                             ----------------------------------
                                             Name:  Bourne F. Welsh
                                             Tite:

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


























Stockholders' Agreement - Signature Page

<PAGE>




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

                                  Address:      6417 Maryland Drive
                                                Los Angeles, CA 90048




























Stockholders' Agreement - Signature Page

<PAGE>




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

                                  Address:      629 Totten Place
                                                Chapel Hill, NC 27514


























Stockholders' 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























Stockholders' Agreement - Signature Page