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                                                                EXHIBIT 10.20.2

                                 FIRST AMENDMENT
                                       TO
                            STOCK PURCHASE AGREEMENT




         This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "First
Amendment") is made and entered into as of August 16, 1999, by and between
DigitalConvergence.com Inc., a Delaware corporation (the "Corporation"), and
William S. Leftwich, a natural person residing in the State of Texas (the
"Purchaser").

                                    RECITALS:

A. The Corporation and the Purchaser are parties to that certain Stock
Purchase Agreement dated as of May 17, 1999, a copy of which is attached as
EXHIBIT A hereto (the "Stock Purchase Agreement"). Each capitalized term used
herein, and not otherwise defined herein, shall have the meaning set forth in
the Stock Purchase Agreement.

B. The Corporation and the Purchaser desires to amend the Stock Purchase
Agreement as provided herein.


                                   AGREEMENTS:

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements and covenants set forth herein, together with other good and
valuable consideration, the parties hereto covenant and agree as follows:

         1.       AMENDMENT. SECTION 4.1 of the Stock Purchase Agreement shall
be amended and restated in its entirety to read as follows:

                           SECTION 4.1 GRANT. The Corporation is hereby granted
                  the right (the "Repurchase Right"), exercisable at any time
                  during the sixty (60) day period following the date that the
                  Purchaser's employment with the Corporation or any of its
                  direct or indirect subsidiaries is terminated (i) by the
                  Corporation for "Cause" (as hereinafter defined), or (ii) by
                  the Purchaser without "Good Reason" (as hereinafter defined)
                  (either one being a "Repurchase Event") (or such longer period
                  of time mutually agreed to by the parties), to repurchase at a
                  price of $.10 per share (the "Repurchase Price") all or, at
                  the discretion of the Corporation, any portion of the
                  Purchased Shares in which the Purchaser has not acquired a
                  vested interest in accordance with the vesting provisions of
                  Section 4.3 (such shares to be hereinafter called the
                  "Unvested Shares"). "Cause" shall mean that the Purchaser (i)
                  is convicted of a felony, or any misdemeanor involving fraud
                  or theft, (ii) engages in dishonest behavior that materially
                  adversely affects the Corporation, or (iii) commits a willful

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                  and intentional act having the effect of materially injuring
                  the reputation or business of the Corporation, including,
                  without limitation, habitual use of illegal drugs or alcohol.
                  "Good Reason" shall mean (i) a material diminution of the
                  Purchaser's authority, duties, or responsibilities with the
                  Corporation or (ii) the assignment to the Purchaser of duties
                  materially inconsistent with the Purchaser's position with the
                  Corporation, unless otherwise approved by the Purchaser.

         2.       STOCK PURCHASE AGREEMENT OTHERWISE UNCHANGED. Except as
herein specifically amended or supplemented hereby, the Stock Purchase
Agreement shall continue in full force and effect in accordance with its terms

         3.       GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Texas.

         4.       COUNTERPARTS. This First Amendment may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.




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         IN WITNESS WHEREOF, the parties have executed this First Amendment to
Stock Purchase Agreement on the day and year first indicated above.


                                   DIGITAL CONVERGENCE.:COM INC.



                                   By:          /s/ J. Jovan Philyaw
                                      -----------------------------------------
                                   Name:  J. Jovan Philyaw
                                   Title: Chief Executive Officer

                                   PURCHASER:


                                                /s/ William S. Leftwich
                                   --------------------------------------------
                                   William S. Leftwich


                                                /s/ Susan Leftwich
                                   --------------------------------------------
                                   Susan Leftwich, Spouse of Purchaser


















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