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Digitalconvergence Com Inc – IPO: ‘S-1/A’ on 9/26/00 – EX-4.6

On:  Tuesday, 9/26/00, at 5:27pm ET   ·   Accession #:  912057-0-42637   ·   File #:  333-35906

Previous ‘S-1’:  ‘S-1’ on 4/28/00   ·   Next & Latest:  ‘S-1/A’ on 11/13/00

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/26/00  Digitalconvergence Com Inc        S-1/A                 18:1.1M                                   Merrill Corp/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement    161    737K 
                          (General Form)                                         
 2: EX-4.5      Instrument Defining the Rights of Security Holders   132    197K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders   133    186K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders    44    168K 
 7: EX-10.10-1  Material Contract                                     24    106K 
 8: EX-10.10-2  Material Contract                                      4     16K 
 9: EX-10.10-3  Material Contract                                      3     16K 
10: EX-10.11    Material Contract                                     23    102K 
11: EX-10.12    Material Contract                                      4     16K 
12: EX-10.18-2  Material Contract                                      3     13K 
13: EX-10.19    Material Contract                                     10     45K 
14: EX-10.20-2  Material Contract                                      3     14K 
15: EX-10.25    Material Contract                                     15     62K 
 5: EX-10.7     Material Contract                                     21    120K 
 6: EX-10.9     Material Contract                                     26     94K 
16: EX-21.1     Subsidiaries of the Registrant                         1      6K 
17: EX-23.1     Consent of Experts or Counsel                          1      8K 
18: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     11K

EX-4.6   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
17Company
"Inside Stockholders
18Outside Stockholders
19Series A Investors 
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                                                                     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;                                           


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       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                                                             

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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          

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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."                                     

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                (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                  

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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:                                      

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              (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                           

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        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);                  

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                           (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.                                             

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                          (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;                    

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                              (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);                        

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                              (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.            

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   (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   

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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;                                 

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(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,                                                                       

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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.                                 

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     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                                        


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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                                        


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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                                        


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   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                                        


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  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                                        


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 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                                        


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                     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                                        


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         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                                        


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      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                                        


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                  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                                        


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                   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                                        


EX-4.628th Page of 133TOC1stPreviousNext↓BottomJust 28th

                                                SERIES B (ONLY) INVESTORS:

Stockholders' Agreement - Signature Page                                        


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

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.630th Page of 133TOC1stPreviousNext↓BottomJust 30th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.631st Page of 133TOC1stPreviousNext↓BottomJust 31st

    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                                        


EX-4.632nd Page of 133TOC1stPreviousNext↓BottomJust 32nd

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

                       Address:       5 Crooked Mile Rd.
                                      Westport, CT 06880

Stockholders' Agreement - Signature Page                                        


EX-4.633rd Page of 133TOC1stPreviousNext↓BottomJust 33rd

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

                    Address:       330 Cannady Ct.
                                     Atlanta, GA 30350

Stockholders' Agreement - Signature Page                                        


EX-4.634th Page of 133TOC1stPreviousNext↓BottomJust 34th

                    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                                        


EX-4.635th Page of 133TOC1stPreviousNext↓BottomJust 35th

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

                     Address:       290 Sturges Hwy.
                                      Westport, CT 06880

Stockholders' Agreement - Signature Page                                        


EX-4.636th Page of 133TOC1stPreviousNext↓BottomJust 36th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.637th Page of 133TOC1stPreviousNext↓BottomJust 37th

                        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                                        


EX-4.638th Page of 133TOC1stPreviousNext↓BottomJust 38th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.639th Page of 133TOC1stPreviousNext↓BottomJust 39th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.640th Page of 133TOC1stPreviousNext↓BottomJust 40th

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

                                             Address:         79 East 79th
                                                               NY, NY  10021

Stockholders' Agreement - Signature Page                                        


EX-4.641st Page of 133TOC1stPreviousNext↓BottomJust 41st

             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                                        


EX-4.642nd Page of 133TOC1stPreviousNext↓BottomJust 42nd

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

                               Address:        944 Lake Ave.
                                                     Greenwich, CT 06831

Stockholders' Agreement - Signature Page                                        


EX-4.643rd Page of 133TOC1stPreviousNext↓BottomJust 43rd

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.644th Page of 133TOC1stPreviousNext↓BottomJust 44th

                             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                                        


EX-4.645th Page of 133TOC1stPreviousNext↓BottomJust 45th

                                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                                        


EX-4.646th Page of 133TOC1stPreviousNext↓BottomJust 46th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.647th Page of 133TOC1stPreviousNext↓BottomJust 47th

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

                                            Address:        4 Wild Iris Lane
                                                              Fairview, NC 28730

Stockholders' Agreement - Signature Page                                        


EX-4.648th Page of 133TOC1stPreviousNext↓BottomJust 48th

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

Stockholders' Agreement - Signature Page                                        


EX-4.649th Page of 133TOC1stPreviousNext↓BottomJust 49th

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

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

                    Address:     6416 Shady Oaks
                                  Plano, TX  75093
                       Attn:

Stockholders' Agreement - Signature Page                                        


EX-4.650th Page of 133TOC1stPreviousNext↓BottomJust 50th

             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                                        


EX-4.651st Page of 133TOC1stPreviousNext↓BottomJust 51st

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

                     Address:    12750 Merit #1310
                                 Dallas, TX  75251

Stockholders' Agreement - Signature Page                                        


EX-4.652nd Page of 133TOC1stPreviousNext↓BottomJust 52nd

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

                Address:    18 Park Lane
                                      Atlanta, Georgia 30309

Stockholders' Agreement - Signature Page                                        


EX-4.653rd Page of 133TOC1stPreviousNext↓BottomJust 53rd

           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                                        


EX-4.654th Page of 133TOC1stPreviousNext↓BottomJust 54th

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

                            Address:      33 Hugo Verrieststraat
                                 Gent  Belgium

Stockholders' Agreement - Signature Page                                        


EX-4.655th Page of 133TOC1stPreviousNext↓BottomJust 55th

                          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                                        


EX-4.656th Page of 133TOC1stPreviousNext↓BottomJust 56th

                 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                                        


EX-4.657th Page of 133TOC1stPreviousNext↓BottomJust 57th

                   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                                        


EX-4.658th Page of 133TOC1stPreviousNext↓BottomJust 58th

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                                        


EX-4.659th Page of 133TOC1stPreviousNext↓BottomJust 59th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.660th Page of 133TOC1stPreviousNext↓BottomJust 60th

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

                                         Address:         13018 Boswell Ct
                                                           Potamac, MD 20854

Stockholders' Agreement - Signature Page                                        


EX-4.661st Page of 133TOC1stPreviousNext↓BottomJust 61st

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.662nd Page of 133TOC1stPreviousNext↓BottomJust 62nd

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.663rd Page of 133TOC1stPreviousNext↓BottomJust 63rd

                     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                                        


EX-4.664th Page of 133TOC1stPreviousNext↓BottomJust 64th

                                                                         4/13/00

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.665th Page of 133TOC1stPreviousNext↓BottomJust 65th

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

                                          Address:        14 Moss Ledge Road
                                                          Westport, CT 06880

Stockholders' Agreement - Signature Page                                        


EX-4.666th Page of 133TOC1stPreviousNext↓BottomJust 66th

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

                                         Address:         2845 Andrews Drive
                                                         Atlanta, GA 30305

Stockholders' Agreement - Signature Page                                        


EX-4.667th Page of 133TOC1stPreviousNext↓BottomJust 67th

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

                                           Address:        5904 32nd Street NW
                                                            Washington, DC 20015

Stockholders' Agreement - Signature Page                                        


EX-4.668th Page of 133TOC1stPreviousNext↓BottomJust 68th

                 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                                        


EX-4.669th Page of 133TOC1stPreviousNext↓BottomJust 69th

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

                      Address:    128 Beachside Avenue
                                Westport, CT 06880

Stockholders' Agreement - Signature Page                                        


EX-4.670th Page of 133TOC1stPreviousNext↓BottomJust 70th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.671st Page of 133TOC1stPreviousNext↓BottomJust 71st

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

                     Address:    5555 Melrose Avenue
                                 Hollywood, CA 90038

Stockholders' Agreement - Signature Page                                        


EX-4.672nd Page of 133TOC1stPreviousNext↓BottomJust 72nd

                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                                        


EX-4.673rd Page of 133TOC1stPreviousNext↓BottomJust 73rd

                              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                                        


EX-4.674th Page of 133TOC1stPreviousNext↓BottomJust 74th

            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                                        


EX-4.675th Page of 133TOC1stPreviousNext↓BottomJust 75th

           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                                        


EX-4.676th Page of 133TOC1stPreviousNext↓BottomJust 76th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.677th Page of 133TOC1stPreviousNext↓BottomJust 77th

              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                                        


EX-4.678th Page of 133TOC1stPreviousNext↓BottomJust 78th

   JGM CAPITAL

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

                       Address:    1075 Brookhaven Sq.
                                 Atlanta, GA 30319

Stockholder's Agreement - Signature Page                                        


EX-4.679th Page of 133TOC1stPreviousNext↓BottomJust 79th

                        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                                        


EX-4.680th Page of 133TOC1stPreviousNext↓BottomJust 80th

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.681st Page of 133TOC1stPreviousNext↓BottomJust 81st

                         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                                        


EX-4.682nd Page of 133TOC1stPreviousNext↓BottomJust 82nd

                       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                                        


EX-4.683rd Page of 133TOC1stPreviousNext↓BottomJust 83rd

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.684th Page of 133TOC1stPreviousNext↓BottomJust 84th

                      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                                        


EX-4.685th Page of 133TOC1stPreviousNext↓BottomJust 85th

                   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                                        


EX-4.686th Page of 133TOC1stPreviousNext↓BottomJust 86th

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

                         Address:        7919 Sunset Blvd.
                                             Los Angeles, CA 90046

Stockholder's Agreement - Signature Page                                        


EX-4.687th Page of 133TOC1stPreviousNext↓BottomJust 87th

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

                        Address:       74 Gateside Place
                                        Marietta, GA 30067

Stockholder's Agreement - Signature Page                                        


EX-4.688th Page of 133TOC1stPreviousNext↓BottomJust 88th

                              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                                        


EX-4.689th Page of 133TOC1stPreviousNext↓BottomJust 89th

                         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                                        


EX-4.690th Page of 133TOC1stPreviousNext↓BottomJust 90th

                            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                                        


EX-4.691st Page of 133TOC1stPreviousNext↓BottomJust 91st

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.692nd Page of 133TOC1stPreviousNext↓BottomJust 92nd

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

                    Address:       5800 Kingsbrook
                                   Plano, TX 75093

Stockholder's Agreement - Signature Page                                        


EX-4.693rd Page of 133TOC1stPreviousNext↓BottomJust 93rd

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.694th Page of 133TOC1stPreviousNext↓BottomJust 94th

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

                    Address:        12 Beach Drive
                                      Darien, CT 06820

Stockholder's Agreement - Signature Page                                        


EX-4.695th Page of 133TOC1stPreviousNext↓BottomJust 95th

                     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                                        


EX-4.696th Page of 133TOC1stPreviousNext↓BottomJust 96th

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.697th Page of 133TOC1stPreviousNext↓BottomJust 97th

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

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

Stockholder's Agreement - Signature Page                                        


EX-4.698th Page of 133TOC1stPreviousNext↓BottomJust 98th

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

                                       Address:        23 Carleton St.
                                                            Greenwich, CT  06830

Stockholders' Agreement - Signature Page                                        


EX-4.699th Page of 133TOC1stPreviousNext↓BottomJust 99th

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

                                          Address:        2540 Prestonwood Drive
                                                    Plano, TX  75093

Stockholders' Agreement - Signature Page                                        


EX-4.6100th Page of 133TOC1stPreviousNext↓BottomJust 100th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6101st Page of 133TOC1stPreviousNext↓BottomJust 101st

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6102nd Page of 133TOC1stPreviousNext↓BottomJust 102nd

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

                                   Address:        194 West Lane
                                                           Ridgefield, CT  06877

Stockholders' Agreement - Signature Page                                        


EX-4.6103rd Page of 133TOC1stPreviousNext↓BottomJust 103rd

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6104th Page of 133TOC1stPreviousNext↓BottomJust 104th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6105th Page of 133TOC1stPreviousNext↓BottomJust 105th

                               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                                        


EX-4.6106th Page of 133TOC1stPreviousNext↓BottomJust 106th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6107th Page of 133TOC1stPreviousNext↓BottomJust 107th

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

                                             Address:          160 W 86th St 15A
                                                         NYC   10024

Stockholders' Agreement - Signature Page                                        


EX-4.6108th Page of 133TOC1stPreviousNext↓BottomJust 108th

                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                                        


EX-4.6109th Page of 133TOC1stPreviousNext↓BottomJust 109th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6110th Page of 133TOC1stPreviousNext↓BottomJust 110th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6111th Page of 133TOC1stPreviousNext↓BottomJust 111th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6112th Page of 133TOC1stPreviousNext↓BottomJust 112th

                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                                        


EX-4.6113th Page of 133TOC1stPreviousNext↓BottomJust 113th

                   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                                        


EX-4.6114th Page of 133TOC1stPreviousNext↓BottomJust 114th

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

                 Address:    3120 Newark St.
                                  Washington, DC 20008

Stockholders' Agreement - Signature Page                                        


EX-4.6115th Page of 133TOC1stPreviousNext↓BottomJust 115th

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

                    Address:    9340 Readcrest Dr.
                                     Beverly Hills, CA 90210

Stockholders' Agreement - Signature Page                                        


EX-4.6116th Page of 133TOC1stPreviousNext↓BottomJust 116th

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

                    Address:     5516 Roland Drive
                              Plano TX 75093

Stockholders' Agreement - Signature Page                                        


EX-4.6117th Page of 133TOC1stPreviousNext↓BottomJust 117th

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

                  Address:     66 Winding Lane
                                   Greenwich, CT 06831

Stockholders' Agreement - Signature Page                                        


EX-4.6118th Page of 133TOC1stPreviousNext↓BottomJust 118th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6119th Page of 133TOC1stPreviousNext↓BottomJust 119th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6120th Page of 133TOC1stPreviousNext↓BottomJust 120th

                                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                                        


EX-4.6121st Page of 133TOC1stPreviousNext↓BottomJust 121st

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

                       Address:     2804 Rosedale Ave.
                                  Dallas, TX 75205

Stockholders' Agreement - Signature Page                                        


EX-4.6122nd Page of 133TOC1stPreviousNext↓BottomJust 122nd

                   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                                        


EX-4.6123rd Page of 133TOC1stPreviousNext↓BottomJust 123rd

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

                             Address: 1509 Chimney Works
                                        Southlake, TX  76092

Stockholders' Agreement - Signature Page                                        


EX-4.6124th Page of 133TOC1stPreviousNext↓BottomJust 124th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6125th Page of 133TOC1stPreviousNext↓BottomJust 125th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6126th Page of 133TOC1stPreviousNext↓BottomJust 126th

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

                       Address:    72 Biltmore Estates
                                 Phoenix, AZ 85016

Stockholders' Agreement - Signature Page                                        


EX-4.6127th Page of 133TOC1stPreviousNext↓BottomJust 127th

              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                                        


EX-4.6128th Page of 133TOC1stPreviousNext↓BottomJust 128th

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

                Address:     399 Park Avenue
                           NY, NY  10043

Stockholders' Agreement - Signature Page                                        


EX-4.6129th Page of 133TOC1stPreviousNext↓BottomJust 129th

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

                       Address:    McDermott, Will & Emery

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

Stockholders' Agreement - Signature Page                                        


EX-4.6130th Page of 133TOC1stPreviousNext↓BottomJust 130th

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

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

Stockholders' Agreement - Signature Page                                        


EX-4.6131st Page of 133TOC1stPreviousNext↓BottomJust 131st

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

                     Address:      6417 Maryland Drive
                                     Los Angeles, CA 90048

Stockholders' Agreement - Signature Page                                        


EX-4.6132nd Page of 133TOC1stPreviousNext↓BottomJust 132nd

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

                  Address:      629 Totten Place
                                     Chapel Hill, NC 27514

Stockholders' Agreement - Signature Page                                        


EX-4.6Last Page of 133TOC1stPreviousNext↓BottomJust 133rd

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

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
12/31/1015None on these Dates
Filed on:9/26/00
4/20/0013
4/18/0016
1/1/007
9/29/99115
 List all Filings 
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