Promissory Note - Liberate Technologies Inc. and Donald Fitzpatrick


PROMISSORY NOTE


$500,000                                                           April 6, 2001
                                                     San Carlos, California, USA



            FOR VALUE RECEIVED, the undersigned Borrower promises to pay to
Liberate Technologies, Inc. ("Liberate") at its principal executive offices the
principal sum of five hundred thousand dollars (US$500,000), together with
interest from the date of this Note on the unpaid principal balance, upon the
terms and conditions specified below.

            1.    TERM AND AMORTIZATION. The principal balance of this Note,
together with interest accrued and unpaid to date, shall be due and payable at
the close of business on the second anniversary of the date of this Note. The
entire principal balance of this Note, together with interest accrued and unpaid
to date, shall be due and payable 60 days after the Borrower's employment with
Liberate terminates.

            2.    RATE OF INTEREST. Interest shall accrue under this Note on 
any unpaid principal balance at the rate of 5.9% per annum, compounded 
annually.

            3.    PREPAYMENT. Prepayment of principal and interest may be made
at any time, without penalty.

            4.    NOTE DUE AND PAYABLE. The entire unpaid principal sum and
unpaid interest under this Note shall become immediately due and payable upon:

            (a)   The failure of the Borrower to pay when due the principal
      balance and accrued interest on this Note and the continuation of such
      default for more than 30 days; or

            (b)   The insolvency of the Borrower, the commission of an act of
      bankruptcy by the Borrower, the execution by the Borrower of a general
      assignment for the benefit of creditors, or the filing by or against the
      Borrower of a petition in bankruptcy or a petition for relief under the
      provisions of the federal bankruptcy act or another state or federal law
      for the relief of debtors and the continuation of such petition without
      dismissal for a period of 90 days or more.

            (c)   The mortgagee of the first ranking mortgage referred to in
      paragraph 5 below taking action against the Borrower or the registered
      proprietor under such mortgage.

            5.    SECURITY. The principal paid under this note will be deposited
in Account [****], under the name of Donald Fitzpatrick, with Macquarie Cash
Management Trust, administered by Macquarie Investment Management Ltd, a
division of the Macquarie Bank in Australia. That account will require the
approval of both parties before funds (whether principal or interest) are
disbursed. The Borrower shall be entitled to any interest that accrues on 


[****] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.





the principal in excess of 6.1% compounded annually. If the funds are not
disbursed by the time that this Note becomes due and payable, the Macquarie Cash
Management Trust will return to Liberate the Account funds that have not
otherwise been disbursed. Any disbursement of funds will be accompanied by the
execution of mutually acceptable security on the investment to be purchased with
the funds. The parties agree that if the funds are used in acquiring a
residential property in Australia, the Borrower will procure the registered
proprietor of the property to provide security in favor of Liberate in the form
of a second ranking mortgage over the property, all at the cost of the Borrower
(including reasonable attorney's fees, stamp duty and registration fees
applicable in Australia) unless the parties agree otherwise. Independent of such
security, the Borrower shall be personally liable for payment of this Note.

            6.    COLLECTION. If action is instituted to collect this Note, the
Borrower promises to pay all reasonable costs and expenses (including reasonable
attorney's fees) incurred in connection with such action.

            7.    WAIVER. No previous waiver and no failure or delay by Liberate
or the Borrower in acting with respect to the terms of this Note shall
constitute a waiver of any breach, default, or failure of condition under this
Note or the obligations secured thereby. A waiver or modification of any term of
this Note or of any of the obligations secured thereby must be made in writing
and signed by a duly authorized officer of Liberate and shall be limited to the
express terms of such waiver.

      The Borrower hereby expressly waives presentment and demand for payment at
such time as any payments are due under this Note.

            8.    CONFLICTING AGREEMENTS. In the event of any inconsistencies
between the terms of this Note and the terms of any other document related to
the loan evidenced by this Note, the terms of this Note shall prevail.

            9.    GOVERNING LAW. This Note shall be construed in accordance with
the laws of the State of California, and the parties stipulate to the personal
jurisdiction of the state and federal courts for the county of San Mateo,
California.


                                            Name of Borrower: Donald Fitzpatrick



                                            /s/ Donald Fitzpatrick
                                            -------------------------
                                            Signature of Borrower
                                            ADDRESS: [****]


[****] Confidential Treatment Requested. The confidential portions have been
filed separately with the Securities & Exchange Commission.




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