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                                                                EXHIBIT 10.18.2

                             FIRST AMENDMENT TO THE
                          DIGITALCONVERGENCE.:COM INC.
                             1999 STOCK OPTION PLAN


         THIS FIRST AMENDMENT TO THE DIGITALCONVERGENCE.:COM INC. 1999 STOCK
OPTION PLAN (this "Amendment") is made and adopted by DigitalConvergence.:Com
Inc. (the "Company"), effective as of April 27, 2000.

                             PRELIMINARY STATEMENTS

         A.       On September 1, 1999, the stockholders of the Company
approved, and on September 1, 1999 the Company adopted, the
DigitalConvergence.:Com Inc. 1999 Stock Option Plan (the "Plan"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Plan.

         B.       The Board of Directors of the Company (the "Board") has
approved and hereby adopts this Amendment to increase the maximum aggregate
number of shares of Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), in respect of which Options may be granted for all
purposes under the Plan.

         C.       The Board has approved and hereby adopts this Amendment to
provide for the Plan to comply with Section 162(m) of the Code regarding
limitations on the number of shares of Common Stock granted to an individual
by Options per year.


                                    AMENDMENT

         A.       NOW, THEREFORE, the Plan is hereby amended as follows:

                  1.       The first sentence of Section 3 is hereby amended to
                           read, in its entirety, as follows:

                           "Subject to the adjustments provided in Section 10,
                  the maximum aggregate number of shares of Common Stock, $.01
                  par value, of the Company ("COMMON STOCK") in respect of which
                  Options may be granted for all purposes under the Plan shall
                  be 12,375,000 shares."

                  2.       The last sentence of the first paragraph in Section
                           10 is hereby amended to read, in its entirety, as
                           follows:

                  "The maximum aggregate number of shares of Common Stock in
                  respect of which Options may be granted under this Plan as
                  provided in Section 3 and the individual

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                  limitation on awards as provided in Section 21 shall be
                  subject to adjustment as contemplated above."

                  3.       Section 21 is hereby inserted to read as follows:

                  "21.     INDIVIDUAL LIMITATIONS ON AWARDS.

                           From and after a Qualifying Public Offering, no
                  person may be granted during any one year period Options with
                  respect to more than 618,750 shares of Common Stock. If an
                  Option is canceled, the canceled Option shall continue to be
                  counted against the maximum number of shares of Common Stock
                  for which Options may be granted to such Person under the
                  Plan. If, after the grant, the exercise price of an Option is
                  reduced, the transaction shall be treated as a cancellation of
                  the Option and the grant of a new Option. In such case, both
                  the Option that is deemed to be canceled and the Option that
                  is deemed to be granted reduce the maximum number of shares
                  for which Options may be granted to such Person under the
                  Plan."

         B.       Except as expressly set forth herein, the Plan shall remain
in full force and effect without further amendment or modification.
















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         IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.

                               DIGITALCONVERGENCE.:COM INC.



                               By:          /s/ Michael Garin
                                     ------------------------------------------

                               Name:        Michael Garin
                                     ------------------------------------------

                               Title:       President
                                     ------------------------------------------




























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