The 21st century survive only who creating, taking, and managing to knowledge. Digital contents industry becomes to the core in the future. That is, to win in a competition have to the digitalizing knowledge contents to all knowledge and information resources. Therefore, it needs to the digital contents management and the distribution framework. This study aims to propose a model stages in the knowledge contents-decision process, KM Matrix, and KMI Score founded on digital contents framework and diffusion of innovation.