Notice of Stock Option Grant - Network Computer Inc. and Mitchell E. Kertzman


                               NETWORK COMPUTER, INC.
                                          
                            NOTICE OF STOCK OPTION GRANT

Mitchell E. Kertzman
[Address]

       You have been granted an option to purchase Common Stock of Network
Computer, Inc. (the 'COMPANY') as follows:

       Date of Grant:                        November 16, 1998

       Vesting Commencement Date:            November 16, 1998

       Exercise Price per Share:             $0.85

       Total Number of Shares Granted:       10,000,000

       Total Exercise Price:                 $8,500,000

       Type of Option:                       Nonqualified Stock Option

       Term/Expiration Date:                 November 16, 2008

       Vesting Schedule:                     This Option may be exercised, in
                                             whole or in part, in accordance
                                             with the following schedule:  
                                             One-fourth (1/4) of the Option 
                                             shall vest on the one-year 
                                             anniversary of the Vesting 
                                             Commencement Date; and one 
                                             thirty-sixth (1/36) of the
                                             remaining total number of Shares of
                                             the Option shall vest upon the
                                             completion of each month of service
                                             as an Employee or Consultant
                                             thereafter.

       Termination Period:                   This Option may be exercised for
                                             three (3) months after termination
                                             of employment or consulting
                                             relationship except as set out in
                                             Sections 7 and 8 of the Stock
                                             Option Agreement (but in no event
                                             later than the Expiration Date).

       By your signature and the signature of the Company's representative 
below, you and the Company agree that this option is granted under and 
governed by the terms and conditions of the Stock Option Agreement, which is 
attached and made a part of this document.

MITCHELL E. KERTZMAN:                        NETWORK COMPUTER, INC.

                                              By:
--------------------------------                  ----------------------------
Signature 

                                              Title:
--------------------------------                    ---------------------------
Print Name



                                          
                               NETWORK COMPUTER, INC.
                                          
                               STOCK OPTION AGREEMENT


       1.     GRANT OF OPTION.  Network Computer, Inc., a Delaware 
corporation (the 'COMPANY'), hereby grants to Optionee named in the Notice of 
Stock Option Grant (the 'OPTIONEE'), an option (the 'OPTION') to purchase a 
total number of shares of Common Stock (the 'SHARES') set forth in the Notice 
of Stock Option Grant, at the exercise price per share set forth in the 
Notice of Stock Option Grant (the 'EXERCISE PRICE').  

       2.     EXERCISE OF OPTION.  This Option shall be exercisable during 
its Term in accordance with the Exercise Schedule set out in the Notice of 
Stock Option Grant as follows:

              (a)    RIGHT TO EXERCISE.

                     (i)    This Option may not be exercised for a fraction of a
share.

                     (ii)   In the event of Optionee's death, disability or 
other termination of employment or consulting service, the exercisability of 
the Option is governed by Sections 6, 7 and 8 below, subject to the 
limitation contained in Section 2(a)(i).

                     (iii)  In no event may this Option be exercised after 
the date of expiration of the Term of this Option as set forth in the Notice 
of Stock Option Grant.

              (b)    METHOD OF EXERCISE.  This Option shall be exercisable by 
written notice (in the form attached as EXHIBIT A), the terms of which are 
hereby incorporated by reference into the terms of this Option.  The notice 
shall state the election to exercise the Option, the number of Shares in 
respect of which the Option is being exercised, and such other 
representations and agreements as to the holder's investment intent with 
respect to such shares of Common Stock as may be required by the Company.  
Such written notice shall be signed by Optionee and shall be delivered in 
person or by certified mail to the Secretary of the Company.  The written 
notice shall be accompanied by payment of the Exercise Price.  This Option 
shall be deemed to be exercised upon receipt by the Company of such written 
notice accompanied by the Exercise Price.

              (c)    COMPLIANCE WITH LAW.  No Shares will be issued pursuant 
to the exercise of an Option unless such issuance and such exercise shall 
comply with all relevant provisions of applicable law and the requirements of 
any stock exchange upon which the Shares may then be listed.  Assuming such 
compliance, for income tax purposes the Shares shall be considered 
transferred to Optionee on the date on which the Option is exercised with 
respect to such Shares.



       3.     OPTIONEE'S REPRESENTATIONS.  In the event the Shares 
purchasable pursuant to the exercise of this Option have not been registered 
under the Securities Act at the time this Option is exercised, Optionee 
shall, if required by the Company, concurrently with the exercise of all or 
any portion of this Option, deliver to the Company Optionee's Investment 
Representation Statement in the form attached hereto as EXHIBIT B.

       4.     METHOD OF PAYMENT.  Payment of the Exercise Price shall be by 
any of the following, or a combination thereof, at the election of Optionee:

              (a)    cash; 

              (b)    check; 

              (c)    surrender of other shares of Common Stock of the Company 
which (i) in the case of Shares acquired pursuant to the exercise of a 
Company option, have been owned by Optionee for more than six (6) months on 
the date of surrender, and (ii) have a fair market value on the date of 
surrender equal to the Exercise Price of the Shares as to which the Option is 
being exercised;

              (d)    if there is a public market for the Shares and they are 
registered under the  Securities Act, delivery of a properly executed 
exercise notice together with irrevocable instructions to a broker to deliver 
promptly to the Company the amount of sale or loan proceeds required to pay 
the exercise price; or

              (e)    such other consideration, including promissory notes, as 
may be determined by the Board in its absolute discretion to the extent 
permitted under Sections 408 and 409 of the California General Corporation 
Law.

       5.     RESTRICTIONS ON EXERCISE.  This Option may not be exercised 
until the issuance of such Shares upon such exercise or the method of payment 
of consideration for such shares would not constitute a violation of any 
applicable federal or state securities or other law or regulation, including 
any rule under Part 207 of Title 12 of the Code of Federal Regulations as 
promulgated by the Federal Reserve Board.  As a condition to the exercise of 
this Option, the Company may require Optionee to make any representation and 
warranty to the Company as may be required by any applicable law or 
regulation.

       6.     TERMINATION OF RELATIONSHIP.  In the event of termination of 
Optionee's Continuous Status as an Employee or Consultant, Optionee may, to 
the extent otherwise so entitled at the date of such termination (the 
'TERMINATION DATE'), exercise this Option during the period ending on the 
Expiration Date set out in the Notice of Option Grant.  To the extent that 
Optionee was not entitled to exercise this Option at such Termination Date, 
or if Optionee does not exercise this Option within the time specified 
herein, the Option shall terminate.

       7.     DISABILITY OF OPTIONEE.

                                     -2-



              (a)    Notwithstanding the provisions of Section 6 above, in 
the event of termination of Continuous Status as an Employee or Consultant as 
a result of Optionee's total and permanent disability (as defined in Section 
22(e)(3) of the Code), Optionee may, but only within twelve (12) months from 
the Termination Date (but in no event later than the date of expiration of 
the Term of this Option as set forth in the Notice of Stock Option Grant and 
in Section 10 below), exercise this Option to the extent Optionee was 
entitled to exercise it as of such Termination Date.  To the extent that 
Optionee was not entitled to exercise the Option as of the Termination Date, 
or if Optionee does not exercise such Option (which he was entitled to 
exercise) within the time specified herein, the Option shall terminate.
       
              (b)    Notwithstanding the provisions of Section 6 above, in 
the event of termination of Optionee's consulting relationship or Continuous 
Status as an Employee as a result of any disability not constituting a total 
and permanent disability (as defined in Section 22(e)(3) of the Code), 
Optionee may, but only within six (6) months from the Termination Date (but 
in no event later than the date of expiration of the Term of this Option as 
set forth in the Notice of Stock Option Grant and in Section 10 below), 
exercise this Option to the extent Optionee was entitled to exercise it as of 
such Termination Date.  To the extent that Optionee was not entitled to 
exercise the Option at the Termination Date, or if Optionee does not exercise 
such Option to the extent so entitled within the time specified herein, the 
Option shall terminate.
       
       8.     DEATH OF OPTIONEE.   In the event of the death of Optionee (a) 
during the Term of this Option and while an Employee or Consultant of the 
Company and having been in Continuous Status as an Employee or Consultant 
since the date of grant of the Option, or (b) within thirty (30) days after 
Optionee's Termination Date, the Option may be exercised at any time within 
six (6) months following the date of death (but in no event later than the 
date of expiration of the Term of this Option as set forth in the Notice of  
Stock Option Grant and in Section 10 below), by Optionee's estate or by a 
person who acquired the right to exercise the Option by bequest or 
inheritance, but only to the extent of the right to exercise that had accrued 
at the Termination Date.

       9.     NON-TRANSFERABILITY OF OPTION.  This Option may not be 
transferred in any manner otherwise than by will or by the laws of descent or 
distribution and may be exercised during the lifetime of Optionee only by him 
or her.  The terms of this Option shall be binding upon the executors, 
administrators, heirs, successors and assigns of Optionee.

       10.    TERM OF OPTION.  This Option may be exercised only within the 
Term set out in the Notice of Stock Option Grant, and may be exercised during 
such Term only in accordance with the terms of this Option.  

       11.    TAX CONSEQUENCES.  Set forth below is a brief summary as of the
date of this Option of certain of the federal and California tax consequences of
exercise of this Option and disposition of the Shares under the laws in effect
as of the Date of Grant.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND 

                                     -3-



REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER 
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

              (a)    EXERCISE OF NONQUALIFIED STOCK OPTION.  If this Option 
is a Nonqualified Stock Option and, thus, does not qualify as an Incentive 
Stock Option, there may be a regular federal income tax liability and a 
California income tax liability upon the exercise of the Option.  The 
Optionee will be treated as having received compensation income (taxable at 
ordinary income tax rates) equal to the excess, if any, of the fair market 
value of the Shares on the date of exercise over the Exercise Price.  If 
Optionee is an employee, the Company will be required to file applicable 
reports with the taxing authorities and withhold from Optionee's compensation 
or collect from Optionee and pay to the applicable taxing authorities an 
amount equal to a percentage of this compensation income at the time of 
exercise.

              (b)    DISPOSITION OF SHARES.  In the case of a Nonqualified 
Stock Option, if the Shares are held for more than one year, any gain 
realized on disposition of the Shares will be treated as long-term capital 
gain for federal and California income tax purposes.   

       12.    WITHHOLDING TAX OBLIGATIONS.  Optionee understands that, upon 
exercising a Nonqualified Stock Option, he or she will recognize income for 
tax purposes in an amount equal to the excess of the then fair market value 
of the Shares over the Exercise Price.  However, the timing of this income 
recognition may be deferred for up to six months if Optionee is subject to 
Section 16 of the Exchange Act.  If Optionee is an employee, the Company will 
be required to withhold from Optionee's compensation, or collect from 
Optionee and pay to the applicable taxing authorities an amount equal to a 
percentage of this compensation income.  The Optionee shall satisfy his or 
her tax withholding obligation arising upon the exercise of this Option by 
one or some combination of the following methods: (a) by cash payment, (b) 
out of Optionee's current compensation, (c) if permitted by the 
Administrator, in its discretion, by surrendering to the Company Shares which 
(i) in the case of Shares previously acquired from the Company, have been 
owned by Optionee for more than six months on the date of surrender, and (ii) 
have a fair market value on the date of surrender equal to or greater than 
Optionee's marginal tax rate times the ordinary income recognized, or (d) by 
electing to have the Company withhold from the Shares to be issued upon 
exercise of the Option that number of Shares having a fair market value equal 
to the amount required to be withheld.  For this purpose, the fair market 
value of the Shares to be withheld shall be determined on the date that the 
amount of tax to be withheld is to be determined (the 'TAX DATE').  

       If Optionee is subject to Section 16 of the Exchange Act (an 
'INSIDER'), any surrender of previously owned Shares to satisfy tax 
withholding obligations arising upon exercise of this Option must comply with 
the applicable provisions of Rule 16b-3 promulgated under the Exchange Act 
('RULE 16B-3') and shall be subject to such additional conditions or 
restrictions as may be required thereunder to qualify for the maximum 
exemption from Section 16 of the Exchange Act.

                                     -4-




       All elections by an Optionee to have Shares withheld to satisfy tax 
withholding obligations shall be made in writing in a form acceptable to the 
Administrator and shall be subject to the following restrictions:

              (a)    the election must be made on or prior to the applicable Tax
Date;

              (b)    once made, the election shall be irrevocable as to the
particular Shares of the Option as to which the election is made;

              (c)    all elections shall be subject to the consent or
disapproval of the Administrator; and

              (d)    if Optionee is an Insider, the election must comply with 
the applicable provisions of Rule 16b-3 and shall be subject to such 
additional conditions or restrictions as may be required thereunder to 
qualify for the maximum exemption from Section 16 of the Exchange Act.

       13.    MARKET STANDOFF AGREEMENT.  In connection with the initial public
offering of the Company's securities and upon request of the Company or the
underwriters managing any underwritten offering of the Company's securities,
Optionee hereby agrees not to sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any Shares (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
180 days) from the effective date of such registration as may be requested by
the Company or such managing underwriters and to execute an agreement reflecting
the foregoing as may be requested by the underwriters at the time of the public
offering.

       14.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN 
OTHER TRANSACTIONS.

              (a)    CHANGES IN CAPITALIZATION.  Subject to any required 
action by the stockholders of the Company, the number of shares of Common 
Stock covered by this Option and the price per share of Common Stock covered 
by this Option, shall be proportionately adjusted for any increase or 
decrease in the number of issued shares of Common Stock resulting from a 
stock split, reverse stock split, stock dividend, combination, 
recapitalization or reclassification of the Common Stock, or any other 
increase or decrease in the number of issued shares of Common Stock effected 
without receipt of consideration by the Company; provided, however, that 
conversion of any convertible securities of the Company shall not be deemed 
to have been 'effected without receipt of consideration.'  Such adjustment 
shall be made by the Board, whose determination in that respect shall be 
final, binding and conclusive.  Except as expressly provided herein, no 
issuance by the Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall affect, and no 
adjustment by reason thereof shall be made with respect to, the number or 
price of shares of Common Stock subject to an Option.

                                     -5-



              (b)    DISSOLUTION OR LIQUIDATION.  In the event of the 
proposed dissolution or liquidation of the Company, the Board shall notify 
the Optionee at least fifteen (15) days prior to such proposed action.  To 
the extent it has not been previously exercised, the Option will terminate 
immediately prior to the consummation of such proposed action.
       
              (c)    MERGER OR SALE OF ASSETS.  In the event of a change in 
control of the Company, including a proposed sale of all or substantially all 
of the Company's assets or the consummation of a merger or consolidation of 
the Company with or into another entity or any other corporate 
reorganization, if persons who were not stockholders of the Company 
immediately prior to such merger, consolidation or other reorganization own 
immediately after such merger, consolidation or other reorganization 50% or 
more of the voting power of the outstanding securities of each of (A) the 
continuing or surviving entity and (B) any direct or indirect parent 
corporation of such continuing or surviving entity, 50% of the unvested 
Shares subject to this outstanding Option shall become vested immediately 
prior to the effective date of the change in control. In addition, to the 
extent otherwise provided in the merger agreement, this Option may be assumed 
or an equivalent option or right shall be substituted by such successor 
corporation or a parent or subsidiary of such successor corporation, unless 
the successor corporation does not agree to assume the Option or to 
substitute an equivalent option or right, in which case such Option shall 
terminate upon the consummation of the merger or sale of assets.

              (d)    CERTAIN DISTRIBUTIONS.  In the event of any distribution 
to the Company's stockholders of securities of any other entity or other 
assets (other than dividends payable in cash or stock of the Company) without 
receipt of consideration by the Company, the Administrator may, in its 
discretion, appropriately adjust the price per share of Common Stock covered 
by this outstanding Option to reflect the effect of such distribution.

       15.    DEFINITIONS.

              (a)    'ADMINISTRATOR' means the Board.

              (b)    'BOARD' means the Board of Directors of the Company.

              (c)    'CODE' means the Internal Revenue Code of 1986, as amended.

              (d)    'COMMON STOCK' means the Common Stock of the Company.

              (e)    'COMPANY' means Network Computer, Inc., a Delaware
corporation.

              (f)    'CONSULTANT' means any person, including an advisor, who is
engaged by the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any director of the Company whether
compensated for such services or not, provided that if and in the event the
Company registers any class of any equity security pursuant to the Exchange Act,
the term Consultant shall thereafter not include directors who are not
compensated for their services or are paid only a director's fee by the Company.

              (g)    'CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT' means 
the absence of any interruption or termination of service as an Employee or 
Consultant.  Continuous Status as an Employee or Consultant shall not be 
considered interrupted in the case of:  (i) sick leave; (ii) military leave; 
(iii) any other leave of absence approved by the Administrator, provided 

                                     -6-



that such leave is for a period of not more than ninety (90) days, unless 
reemployment upon the expiration of such leave is guaranteed by contract or 
statute, or unless provided otherwise pursuant to Company policy adopted from 
time to time; or (iv) in the case of transfers between locations of the 
Company or between the Company, its Subsidiaries or their respective 
successors.  A change in status from an Employee to a Consultant or from a 
Consultant to an Employee will not constitute an interruption of Continuous 
Status as an Employee or Consultant.

              (h)    'EMPLOYEE' means any person, including officers and 
directors, employed by the Company or any Parent or Subsidiary of the 
Company, with the status of employment determined based upon such minimum 
number of hours or periods worked as shall be determined by the Administrator 
in its discretion, subject to any requirements of the Code.  The payment by 
the Company of a director's fee to a Director shall not be sufficient to 
constitute 'employment' of such Director by the Company.

              (i)    'EXCHANGE ACT' means the Securities Exchange Act of 
1934, as amended.

              (j)    'FAIR MARKET VALUE' means, as of any date, the fair 
market value of Common Stock determined as follows:

                            (i)    If the Common Stock is listed on any
                                   established stock exchange or a national
                                   market system including without limitation
                                   the National Market of the National
                                   Association of Securities Dealers, Inc.
                                   Automated Quotation ('NASDAQ') System, its
                                   Fair Market Value shall be the closing sales
                                   price for such stock (or the closing bid, if
                                   no sales were reported), as quoted on such
                                   system or exchange, or the exchange with the
                                   greatest volume of trading in Common Stock
                                   for the last market trading day prior to the
                                   time of determination, as reported in The
                                   Wall Street Journal or such other source as
                                   the Administrator deems reliable;

                            (ii)   If the Common Stock is quoted on the Nasdaq
                                   System (but not on the National Market
                                   thereof) or regularly quoted by a recognized
                                   securities dealer but selling prices are not
                                   reported, its Fair Market Value shall be the
                                   mean between the high bid and low asked
                                   prices for the Common Stock for the last
                                   market trading day prior to the time of
                                   determination, as reported in The Wall Street
                                   Journal or such other source as the
                                   Administrator deems reliable; or

                            (iii)  In the absence of an established market for 
                                   the Common Stock, the Fair Market Value 
                                   thereof shall be determined in good faith by
                                   the Administrator at the Administrator's
                                   discretion.  In making any such 
                                   determination, the Administrator may elect, 
                                   but shall not be obligated, to engage an 
                                   appraiser or investment banking firm to make
                                   the determination of Fair Market Value and 
                                   such determination shall be conclusive and
                                   binding.

              (k)    'INCENTIVE STOCK OPTION' or 'ISO' means an Option 
intended to qualify as an incentive stock option within the meaning of 
Section 422 of the Code.

                                     -7-



              (l)    'NONQUALIFIED STOCK OPTION' means an Option not intended 
to qualify as an Incentive Stock Option, as designated in the applicable 
written option agreement.

              (m)    'OPTION' means a stock option granted pursuant to this 
Option Agreement.

              (n)    'OPTION AGREEMENT' means this Stock Option Agreement.

              (o)    'OPTIONED STOCK' means the Common Stock subject to an 
Option.

              (p)    'OPTIONEE' means an Employee or Consultant who receives 
an Option.

              (q)    'PARENT' means a 'parent corporation,' whether now or 
hereafter existing, as defined in Section 424(e) of the Code, or any 
successor provision.

              (r)    'REPORTING PERSON' means an officer, director, or 
greater than ten percent stockholder of the Company within the meaning of 
Rule 16a-2 under the Exchange Act, who is required to file reports pursuant 
to Rule 16a-3 under the Exchange Act.

              (s)    'RULE 16B-3' means Rule 16b-3 promulgated under the 
Exchange Act, as the same may be amended from time to time, or any successor 
provision.

              (t)    'SECURITIES ACT' means the Securities Act of 1933, as 
amended.

              (u)    'SHARE' means a share of the Common Stock, as adjusted 
in accordance with Section 14.

              (v)    'STOCK EXCHANGE' means any stock exchange or 
consolidated stock price reporting system on which prices for the Common 
Stock are quoted at any given time.

              (w)    'SUBSIDIARY' means a 'subsidiary corporation,' whether 
now or hereafter existing, as defined in Section 424(f) of the Code, or any 
successor provision.

                    [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                     -8-




       This Agreement may be executed in two or more counterparts, each of 
which shall be deemed an original and all of which together shall constitute 
one document.

                                          NETWORK COMPUTER, INC.


                                          By: 
                                               ------------------------------

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

       OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT 
TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT OR CONSULTANCY 
AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED 
THIS OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES 
AND AGREES THAT NOTHING IN THIS AGREEMENT SHALL CONFER UPON OPTIONEE ANY 
RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE 
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE 
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY 
TIME, WITH OR WITHOUT CAUSE.

       Optionee has reviewed this Stock Option Agreement in its entirety, has 
had an opportunity to obtain the advice of counsel prior to executing this 
Option and fully understands all provisions of the Option.  Optionee hereby 
agrees to accept as binding, conclusive and final all decisions or 
interpretations of the Administrator upon any questions arising under this 
Option.

Dated:
      -------------------------------        -------------------------------
                                             Mitchell E. Kertzman

                                     -9-



                                     EXHIBIT A
                                          
                               NETWORK COMPUTER, INC.

                                  EXERCISE NOTICE


Network Computer, Inc.
1000 Bridge Parkway
Redwood Shores, CA  94065

       1.     EXERCISE OF OPTION.  Effective as of today, _______________, 
199__, the undersigned ('OPTIONEE') hereby elects to exercise Optionee's 
option to purchase _____________ shares of the Common Stock (the 'SHARES') of 
Network Computer, Inc. (the 'COMPANY') under the Stock Option Agreement dated 
October 15, 1998 (the 'OPTION AGREEMENT').

       2.     REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that 
Optionee has received, read and understood the Option Agreement and the 
Investment Representation Statement attached as EXHIBIT B to the Option 
Agreement, and agrees to abide by and be bound by their terms and conditions. 
 If applicable, Optionee has executed and delivered the Investment 
Representation Statement to the Company.  Optionee further represents that 
Optionee is purchasing the Shares for Optionee's own account for investment 
and not with a view to, or for sale in connection with, a 'distribution' of 
any of such Shares for purposes of the Securities Act of 1933, as amended 
(the 'SECURITIES ACT').

       3.     COMPLIANCE WITH SECURITIES LAWS.  Optionee understands and 
acknowledges that the Shares have not been registered under the Securities 
Act and, notwithstanding any other provision of the Option Agreement to the 
contrary, the exercise of any rights to purchase any Shares is expressly 
conditioned upon compliance with the Securities Act, all applicable state 
securities laws and all applicable requirements of any stock exchange or over 
the counter market on which the Company's Common Stock may be listed or 
traded at the time of exercise and transfer.  Optionee agrees to cooperate 
with the Company to ensure compliance with such laws.

       4.     FEDERAL RESTRICTIONS ON TRANSFER.  Optionee understands that 
the Shares have not been registered under the Securities Act and therefore 
cannot be resold and must be held indefinitely unless they are registered 
under the Securities Act or unless an exemption from such registration is 
available and that the certificate(s) representing the Shares may bear a 
legend to that effect.  Optionee understands that the Company is under no 
obligation to register the Shares and that an exemption may not be available 
or may not permit Optionee to transfer Shares in the amounts or at the times 
proposed by Optionee. Specifically, Optionee has been advised that Rule 144 
promulgated under the Securities Act, which permits certain resales of 
unregistered securities, is not presently available with respect to the 
Shares and, in any event requires that the Shares be fully paid for by means 
other than a promissory note



secured by the Shares themselves and then be held for at least one year (and 
in some cases two years) before they may be resold under Rule 144.

       5.     RIGHTS AS STOCKHOLDER.  Until the stock certificate evidencing 
such Shares is issued (as evidenced by the appropriate entry on the books of 
the Company or of a duly authorized transfer agent of the Company), no right 
to vote or receive dividends or any other rights as a stockholder shall exist 
with respect to the optioned Shares, notwithstanding the exercise of the 
Option.  The Company shall issue (or cause to be issued) such stock 
certificate promptly after the Option is exercised.  No adjustment will be 
made for a dividend or other right for which the record date is prior to the 
date the stock certificate is issued, except as provided in Section 14 of the 
Option Agreement.  

              Optionee shall enjoy rights as a stockholder until such time as 
Optionee disposes of the Shares.
       
       6.     ESCROW OF SHARES.  For purposes of facilitating the enforcement 
of the provisions of this Exercise Notice, the Optionee agrees, immediately 
upon receipt of the certificate(s) for any Shares, to deliver such 
certificate(s), together with an Assignment Separate from Certificate in the 
form attached to this Exercise Notice as EXHIBIT A executed by Optionee and 
by Optionee's spouse (if required for transfer), in blank, to the Secretary 
of the Company, or the Secretary's designee, to hold such certificate(s) and 
Assignment Separate from Certificate in escrow and to take all such actions 
and to effectuate all such transfers and/or releases as are in accordance 
with the terms of this Exercise Notice.  The Optionee hereby acknowledges 
that the Secretary of the Company, or the Secretary's designee, is so 
appointed as the escrow holder with the foregoing authorities as a material 
inducement to make this agreement and that said appointment is coupled with 
an interest and is accordingly irrevocable. The Optionee agrees that said 
escrow holder shall not be liable to any party hereof (or to any other 
party).  The escrow holder may rely upon any letter, notice or other document 
executed by any signature purported to be genuine and may resign at any time. 
 The Optionee agrees that if the Secretary of the Company, or the Secretary's 
designee, resigns as escrow holder for any or no reason, the Board of 
Directors of the Company shall have the power to appoint a successor to serve 
as escrow holder pursuant to the terms of this Exercise Notice.

       7.     RESTRICTIONS BINDING ON TRANSFEREES.  All transferees of Shares 
or any interest therein will receive and hold such Shares or interest subject 
to the provisions of this Exercise Notice and the Option Agreement.  Any sale 
or transfer of the Company's Shares shall be void unless the provisions of 
this Agreement are met.

       8.     TAX CONSULTATION.  Optionee understands that Optionee may 
suffer adverse tax consequences as a result of Optionee's purchase or 
disposition of the Shares.  Optionee represents that Optionee has consulted 
with any tax consultants Optionee deems advisable in connection with the 
purchase or disposition of the Shares and that Optionee is not relying on the 
Company for any tax advice.

                                     -2-



       9.     RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

              (a)    LEGENDS.  Optionee understands and agrees that the 
Company shall cause the legends set forth below or legends substantially 
equivalent thereto, to be placed upon any certificate(s) evidencing ownership 
of the Shares together with any other legends that may be required by state 
or federal securities laws:

                     (i)    THE SECURITIES REPRESENTED HEREBY HAVE NOT
                            BEEN REGISTERED UNDER THE SECURITIES ACT OF
                            1933 (THE 'ACT') AND MAY NOT BE OFFERED,
                            SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
                            HYPOTHECATED UNLESS AND UNTIL REGISTERED
                            UNDER THE ACT OR, IN THE OPINION OF COUNSEL
                            IN FORM AND SUBSTANCE SATISFACTORY TO THE
                            ISSUER OF THESE SECURITIES, SUCH OFFER, SALE
                            OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN
                            COMPLIANCE THEREWITH.
                     
                     (ii)   THE SHARES REPRESENTED BY THIS CERTIFICATE
                            ARE SUBJECT TO CERTAIN RESTRICTIONS ON
                            TRANSFER AS SET FORTH IN THE STOCK OPTION
                            AGREEMENT AND THE EXERCISE NOTICE BETWEEN
                            THE ISSUER AND THE ORIGINAL HOLDER OF THESE
                            SHARES, A COPY OF WHICH MAY BE OBTAINED AT
                            THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH
                            TRANSFER RESTRICTIONS ARE BINDING ON
                            TRANSFEREES OF THESE SHARES.

              (b)    STOP-TRANSFER NOTICES.  Optionee agrees that, in order 
to ensure compliance with the restrictions referred to herein, the Company 
may issue appropriate 'stop transfer' instructions to its transfer agent, if 
any, and that, if the Company transfers its own securities, it may make 
appropriate notations to the same effect in its own records.

              (c)    REFUSAL TO TRANSFER.  The Company shall not be required 
(i) to transfer on its books any Shares that have been sold or otherwise 
transferred in violation of any of the provisions of this Agreement or (ii) 
to treat as owner of such Shares or to accord the right to vote or pay 
dividends to any purchaser or other transferee to whom such Shares shall have 
been so transferred.

       10.    MARKET STANDOFF AGREEMENT.  In connection with the initial 
public offering of the Company's securities and upon request of the Company 
or the underwriters managing any underwritten offering of the Company's 
securities, Optionee hereby agrees not to sell, 

                                     -3-


make any short sale of, loan, grant any option for the purchase of, or 
otherwise dispose of any Shares (other than those included in the 
registration) without the prior written consent of the Company or such 
underwriters, as the case may be, for such period of time (not to exceed 180 
days) from the effective date of such registration as may be requested by the 
Company or such managing underwriters and to execute an agreement reflecting 
the foregoing as may be requested by the underwriters at the time of the 
public offering.

       11.    SUCCESSORS AND ASSIGNS.  The Company may assign any of its 
rights under this Agreement to single or multiple assignees, and this 
Agreement shall inure to the benefit of the successors and assigns of the 
Company.  Subject to the restrictions on transfer herein set forth, this 
Agreement shall be binding upon Optionee and his or her heirs, executors, 
administrators, successors and assigns.

       12.    INTERPRETATION.  Any dispute regarding the interpretation of 
this Agreement shall be submitted by Optionee or by the Company forthwith to 
the Company's Board of Directors, which shall review such dispute at its next 
regular meeting.  The resolution of such a dispute by the Board or committee 
shall be final and binding on the Company and on Optionee.

       13.    GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed 
by and construed in accordance with the laws of the State of California 
excluding that body of law pertaining to conflicts of law.  Should any 
provision of this Agreement be determined by a court of law to be illegal or 
unenforceable, the other provisions shall nevertheless remain effective and 
shall remain enforceable.

       14.    NOTICES.  Any notice required or permitted hereunder shall be 
given in writing and shall be deemed effectively given upon personal delivery 
or upon deposit in the United States mail by certified mail, with postage and 
fees prepaid, addressed to the other party at its address as shown below 
beneath its signature, or to such other address as such party may designate 
in writing from time to time to the other party.

       15.    FURTHER INSTRUMENTS.  The parties agree to execute such further 
instruments and to take such further action as may be reasonably necessary to 
carry out the purposes and intent of this Agreement.

       16.    DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company 
the full Exercise Price for the Shares.

                                     -4-


       17.    ENTIRE AGREEMENT.  The Notice of Stock Option Grant/Option 
Agreement are incorporated herein by reference.  This Agreement and the 
Notice of Stock Option Grant/Option Agreement constitute the entire agreement 
of the parties and supersede in their entirety all prior undertakings and 
agreements of the Company and Optionee with respect to the subject matter 
hereof, and is governed by California law except for that body of law 
pertaining to conflict of laws.

Submitted by:                      Accepted by:

OPTIONEE:                          NETWORK COMPUTER, INC.


                                   By:
-----------------------------         -----------------------------
((Optionee))
                                   Title: 
                                       -----------------------------

Address:    ((OptioneeAddress1))   Address:  1000 Bridge Parkway
            ((OptioneeAddress2))             Redwood Shores, CA  94065


       I, _____________________________, spouse of Optionee, have read and 
hereby approve the foregoing Exercise Notice.  In consideration of the 
Company's granting my spouse the right to purchase the Shares as set forth in 
the Exercise Notice, I hereby agree to be irrevocably bound by the Exercise 
Notice and Option Agreement and further agree that any community property or 
other such interest shall be similarly bound by the terms of the Exercise 
Notice.  I hereby appoint my spouse as my attorney-in-fact with respect to 
any amendment or exercise of any rights under the Exercise Notice and Option 
Agreement.


                                               --------------------------------
                                               Spouse of Optionee

                                     -5-


                                     EXHIBIT A

                        ASSIGNMENT SEPARATE FROM CERTIFICATE


       FOR VALUE RECEIVED and pursuant to that certain Exercise Notice 
between the undersigned and Network Computer, Inc., dated 
____________________, 199__ (the 'AGREEMENT') Optionee hereby sells, assigns 
and transfers unto ______________________ (__________) shares of the Common 
Stock of Network Computer, Inc., standing in Optionee's name on the books of 
said corporation represented by Certificate No. ______ herewith and does 
hereby irrevocably constitute and appoint ___________________________________ 
to transfer said stock on the books of the within-named corporation with full 
power of substitution in the premises.  THIS ASSIGNMENT MAY ONLY BE USED AS 
AUTHORIZED BY THE EXERCISE NOTICE AND THE EXHIBITS THERETO.


Date:  _____________, 19__.


                                              Signature:



                                              ----------------------------------
                                              ((Optionee))



                                              ----------------------------------
                                              Spouse of Optionee (if applicable)


Instruction:  Please do not fill in any blanks other than the signature line. 
The purpose of this assignment is to enable the Company to exercise its 
repurchase rights set forth in the Exercise Notice without requiring 
additional signatures on the part of Optionee.



                                     EXHIBIT B

                        INVESTMENT REPRESENTATION STATEMENT

OPTIONEE      :      ((Optionee))

COMPANY       :      Network Computer, Inc.

SECURITY      :      Common Stock

AMOUNT        :      ___________________ Shares

DATE          :      ___________________, 199__

In connection with the purchase of the above-listed Securities, I, Optionee, 
represent to the Company the following:

(a)    I am aware of the Company's business affairs and financial condition, 
and have acquired sufficient information about the Company to reach an 
informed and knowledgeable decision to acquire the Securities.  I am 
purchasing these Securities for my own account for investment purposes only 
and not with a view to, or for the resale in connection with, any 
'DISTRIBUTION' thereof for purposes of the Securities Act of 1933, as amended 
(the 'SECURITIES ACT').

              (b)    I understand that the Securities have not been 
registered under the Securities Act in reliance upon a specific exemption 
therefrom, which exemption depends upon, among other things, the bona fide 
nature of my investment intent as expressed herein.

              (c)    I further understand that the Securities must be held 
indefinitely unless subsequently registered under the Securities Act or 
unless an exemption from registration is otherwise available.  Moreover, I 
understand that the Company is under no obligation to register the 
Securities.  In addition, I understand that the certificate evidencing the 
Securities will be imprinted with a legend which prohibits the transfer of 
the Securities unless they are registered or such registration is not 
required in the opinion of counsel for the Company.

              (d)    I am familiar with the provisions of Rule 701 and Rule 
144, each promulgated under the Securities Act, which, in substance, permit 
limited public resale of 'restricted securities' acquired, directly or 
indirectly, from the issuer thereof, in a non-public offering subject to the 
satisfaction of certain conditions.  Rule 701 provides that if the issuer 
qualifies under Rule 701 at the time of issuance of the Securities, such 
issuance will be exempt from registration under the Securities Act.  In the 
event the Company later becomes subject to the reporting requirements of 
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days 
thereafter the securities exempt under Rule 701 may be resold, subject to the 
satisfaction of certain of the conditions specified by Rule 144, including 
among other things:  (1) the sale being made through a broker in an 
unsolicited 'broker's transaction' or in 



transactions directly with a market maker (as said term is defined under the 
Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the 
availability of certain public information about the Company, and the amount 
of securities being sold during any three month period not exceeding the 
limitations specified in Rule 144(e), if applicable.  Notwithstanding this 
paragraph (d), I acknowledge and agree to the restrictions set forth in 
paragraph (f) below.

              In the event that the Company does not qualify under Rule 701 
at the time of issuance of the Securities, then the Securities may be resold 
in certain limited circumstances subject to the provisions of Rule 144, which 
requires among other things:  (1) the availability of certain public 
information about the Company; (2) the resale occurring not less than one 
year after the party has purchased, and made full payment for, within the 
meaning of Rule 144, the securities to be sold; and, in the case of an 
affiliate, or of a non-affiliate who has held the securities less than two 
years, (3) the sale being made through a broker in an unsolicited 'broker's 
transaction' or in transactions directly with a market maker (as said term is 
defined under the Securities Exchange Act of 1934), and (4) the amount of 
securities being sold during any three month period not exceeding the 
specified limitations stated therein, if applicable.  I UNDERSTAND THAT 
PAYMENT FOR THE SHARES WITH A PROMISSORY NOTE IS NOT DEEMED TO BE FULL 
PAYMENT UNDER RULE 144 UNLESS THE NOTE IS SECURED BY ASSETS OTHER THAN THE 
SHARES.

              (e)    I understand that at such time in the future that I 
might wish to sell the Securities, there may be no public market upon which 
to make such a sale, and that, even if such a public market then exists, the 
Company may not be satisfying the current public information requirements of 
Rule 144, and that, in such event, I will be precluded from selling the 
Securities under Rule 144 even if I have satisfied the one-year minimum 
holding period.

              (f)    I further understand that in the event all of the 
applicable requirements of Rule 144 or Rule 701 are not satisfied, 
registration under the Securities Act, compliance with Regulation A, or some 
other registration exemption will be required; and that, notwithstanding the 
fact that Rule 144 and Rule 701 are not exclusive, the Staff of the 
Securities and Exchange Commission has expressed its opinion that persons 
proposing to sell private placement securities other than in a registered 
offering and otherwise than pursuant to Rule 144 or Rule 701 will have a 
substantial burden of proof in establishing that an exemption from 
registration is available for such offers or sales, and that such persons and 
their respective brokers who participate in such transactions do so at their 
own risk.

                                             Optionee:


                                             _______________________________
                                             ((Optionee))

Date:  ________________, 199_ _