Settlement Agreement and General Release of All Claims - Jerry Baker, Oracle Corp. and Network Computer Inc.


         SETTLEMENT AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

This Settlement Agreement and General Release of All Claims (hereinafter 
'Agreement') is made and entered into by and between: Jerry Baker and his 
heirs, administrators, agents, representatives, executors, successors and 
assigns (hereinafter collectively referred to as 'Baker'); and Oracle 
Corporation and Network Computer, Inc., and each of their current and former 
officers, administrators, agents, representatives, shareholders, directors, 
employees, executors, successors, assigns, subsidiaries, parent companies, 
predecessor or successor companies, or any other individuals or entities 
related thereto or potentially liable with respect to Baker's claims 
(hereinafter collectively referred to as 'the Companies').

1.  Baker's position as President and CEO of Network Computer, Inc. and his 
    employment ended February 13, 1998.

2.  Potential disputes may arise between the Companies and Baker relating to 
    Baker's employment relationship with the Companies, the changes in his 
    employment status, Baker's compensation, the termination of the 
    employment relationship between him and the Companies and the 
    circumstances attendant thereto.

3.  Baker and the Companies desire now to settle completely and for all 
    time any and all disputes or differences between them regarding any 
    matter which arose from or were related to Baker's employment 
    relationship with the Companies, the changes in his employment status, 
    Baker's compensation, the termination of the employment relationship 
    between him and the Companies and the circumstances attendant thereto.

4.  Therefore, in consideration of the following covenants and promises and 
    for other valuable consideration, this Agreement is entered into by the 
    undersigned parties.

5.  This Agreement, and compliance with this Agreement, shall not be 
    construed as an admission of liability on the part of either party. Such 
    liability being expressly denied, the parties' intent in this Agreement 
    is to avoid litigation. Baker hereby represents that he has neither 
    filed nor caused to be filed any pending charges, suits, claims, 
    grievances or other action (hereinafter referred to as 'claims') which 
    in any way arise from or relate to his employment relationship with the 
    Companies, the changes in his employment status, Baker's compensation, 
    the termination of the employment relationship or any other conduct of 
    the Companies occurring prior to the execution of this Agreement. 
    Notwithstanding the above, Baker agrees that he shall dismiss any claims 
    which have been filed.

6.  Baker agrees not to file, pursue or cooperate in the filing or pursuit 
    by anyone else of any claims which are against or involve the Companies 
    and which in any way arise from or relate to Baker's employment 
    relationship with the Companies, the changes in his employment status, 
    Baker's compensation, the termination of the employment relationship 
    between him and the Companies or any other conduct of the Companies 
    occurring prior to the execution of

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    this Agreement. Baker agrees that should he learn of any such claims 
    being pursued on his behalf, he will use his best efforts to cause such 
    claims to be withdrawn, dismissed or otherwise terminated with prejudice.

7.  Seven days following Baker's execution of this Agreement, the Companies 
    shall transmit to Baker a gross lump sum severance payment of 
    $180,000.00 (six months' base salary) less ordinary payroll deductions 
    including state, federal and local tax and less compensation received by 
    Baker for the period February 16, 1998 through February 27, 1998. In 
    addition, Baker shall receive payment for all vacation accrued during 
    his employment at Network Computer, Inc. Baker agrees that the foregoing 
    severance payment constitutes full, complete and final settlement of any 
    and all Baker's claims, including but not limited to any claims arising 
    under the Age Discrimination in Employment Act of 1967 as amended, 
    actual or potential, known or unknown, which in any way arise from or 
    are related to Baker's employment relationship with the Companies, the 
    changes in his employment status, Baker's compensation, the termination 
    of the employment relationship between him and the Companies or any 
    other conduct of the Companies occurring prior to the execution of this 
    Agreement.

8.  Baker agrees and acknowledges that as of February 13, 1998, all 
    unvested stock options granted to him under all Oracle Corporation 
    incentive stock options and nonqualified stock option grants, including 
    but not limited to Oracle Stock Option Grant Nos. 002645, 002646, 
    002913, 004417 and all unvested stock options granted to Baker under the 
    Network Computer, Inc. 1996 Stock Option Plan will cease to continue to 
    vest in accordance with the terms of the applicable stock option plans 
    and the underlying agreements. All Oracle Corporation and Network 
    Computer, Inc. stock options not vested as of February 13, 1998 are 
    canceled. Baker shall have the right to exercise vested Oracle 
    Corporation and Network Computer, Inc. options at any time up to and 
    including three months after his February 13, 1998 termination of 
    employment, but not later than the stock option expiration date.

9.  Baker's insurance coverage for medical and dental care benefits provided 
    under Network Computer, Inc.'s employee insurance plans ended February 
    13, 1998 unless Baker elects COBRA coverage within sixty days of 
    February 13, 1998. If Baker elects COBRA, Baker will receive Network 
    Computer, Inc.-sponsored COBRA coverage for six months, through August 13,
    1998. Beginning on August 14, 1998, Baker will have the opportunity, 
    under the terms and conditions of COBRA, to continue medical insurance 
    at his own expense.

10. Baker acknowledges his continuing obligations to the Companies with 
    respect to the Proprietary Information Agreements he signed with the 
    Companies. Baker agrees to continue abiding by the terms and conditions 
    of the Companies' Proprietary Information Agreements. Baker agrees to 
    cooperate with the Companies to effectuate the management transition and 
    agrees to respond to reasonable requests for related information.

11. Baker voluntarily waives the provision of Section 1542 of the California 
    Civil Code, and any other statute or common law doctrine of like effect, 
    which provides:

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          A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing 
          the release, which if known by him must have materially affected his
          settlement with the debtor.

    Baker warrants that he has read and understands the aforesaid Section 
    1542 and he has had the opportunity to consult with and be advised by 
    counsel regarding its meaning and effect and he voluntarily waives its 
    provisions and those of any other statute or common law doctrine of like 
    effect.

12. Having so waived the provisions of Section 1542 and those of any other 
    statute or common law doctrine of like effect, Baker releases the 
    Companies from any and all claims of any kind, whether known or unknown, 
    actual or potential, which he now has or may have at any time which in 
    any way arose from or relate to Baker's employment relationship with the 
    Companies, the changes in his employment status, Baker's compensation, 
    the termination of the employment relationship between the Companies and 
    Baker and any other conduct of the Companies occurring prior to the 
    execution of this Agreement.

13. Baker warrants that he has not assigned, transferred nor purported to 
    assign or transfer any claim against the Companies that arose prior to 
    the execution of this Agreement and that he will not assign or transfer 
    or purport to assign or transfer hereafter any such claim.

14. Baker warrants that he is hereby advised to and has had the opportunity to 
    be represented by legal counsel regarding his claims, other potential 
    claims, and this Agreement. Baker freely and voluntarily entered into 
    this Agreement.

15. Each party shall pay its own attorneys' fees, if any, incurred in 
    connection with the negotiation and drafting of this Agreement. Each 
    party shall release and forever hold the other harmless from any 
    liability to their attorneys for payment of such fees pursuant to any 
    agreement or understanding between each party and their attorneys.

16. The parties warrant that in agreeing to the terms of this Agreement, 
    they have not relied in any way upon any representations or statements 
    of the other party regarding the subject matter hereof or the basis or 
    effect of this Agreement other than those representations or statements 
    contained herein.

17. This Agreement shall be governed by the laws of California.

18. Any legal action or legal proceeding relating to this Agreement shall be 
    instituted in any state or federal court in San Francisco or San Mateo 
    County, California. The parties agree to submit to the jurisdiction of 
    and agree that venue is proper in the aforesaid courts in any such action 
    or proceeding.

19. If any part of this Agreement shall be determined to be illegal, 
    invalid or unenforceable, the remaining part shall not be affected 
    thereby, and the illegal, unenforceable or invalid parts shall be deemed 
    not to be a part of this Agreement.

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20. This Agreement may be changed only by an agreement in writing signed by 
    Baker and the Companies.

21. In the event that legal proceedings are initiated for the purpose of 
    enforcing the terms of this Agreement, the prevailing party in any such 
    proceeding shall be entitled to an award of reasonable attorneys' fees 
    and costs incurred in bringing or defending such action. It is further 
    agreed that the prevailing party shall be entitled to an award of 
    reasonable attorneys' fees and costs incurred in collecting any 
    judgement which results from any proceeding brought to enforce the terms 
    of this Agreement.

22. The offer to Baker set forth in the Agreement remains open for 
    twenty-one days, during which time he may review and consider this 
    Agreement. Should Baker sign and return the Agreement in less than 
    twenty-one days, Baker agrees that he does so voluntarily. Further Baker 
    has until seven days following Baker's execution of this Agreement to 
    revoke it, in which case its terms shall be ineffective and 
    unenforceable. Revocation can be made by delivering a written notice of 
    revocation to:

                                    Juana M. Schurman, Associate General Counsel
                                    Oracle Corporation
                                    500 Oracle Parkway, M/S 5op7
                                    Redwood Shores, CA 94065



       /s/ Jerry Baker                              /s/ Juana M. Schurman
----------------------------------          -----------------------------------
Jerry Baker                                 Oracle Corporation

                                            By:  Juana M. Schurman
                                                 ------------------------------

                                            Title:  Associate General Counsel
                                                    ---------------------------

Dated: 3/6/98                               Dated:  3/11/98
       ----------------------------                 ---------------------------




                                            -----------------------------------
                                            Network Computer, Inc.

                                            By:  /s/ David Boux
                                                 ------------------------------
                                                 David Boux

                                            Title:  CEO
                                                    ---------------------------

                                            Dated:  3/16/98
                                                    ---------------------------

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