Settlement Agreement and Release of All Claims - Wei Yen, Network Computer Inc., and Oracle Corp.


              SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS 

This Settlement Agreement and Release of All Claims (hereinafter 'Agreement') 
is made and entered into by and between: Wei Yen and his heirs, 
administrators, agents, representatives, executors, successors and assigns 
(hereinafter collectively referred to as 'Yen'); and Network Computer, Inc. 
('NCI') and Oracle Corporation, and each of their 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 Yen's claims (hereinafter collectively 
referred to as the 'Company').

1.     Yen was employed by the Company in the position of President of NCI. 
       Yen's position as President of NCI and his employment with the Company 
       ended with his resignation on February 24, 1998.

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

3.     Yen and the Company desire now to settle completely and for all time 
       their potential disputes and any and all other disputes or differences 
       between them regarding any matter related to Yen's employment 
       relationship with the Company, the changes in his employment status, 
       Yen's compensation and the termination of the employment relationship 
       between him and the Company.

4.     Therefore, in consideration of the covenants and promises herein 
       contained and for other valuable consideration, receipt of which is 
       hereby acknowledged, the following 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. Yen 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') related to Yen's employment relationship with the Company, 
       the changes in his employment status, Yen's compensation, the 
       termination of the employment relationship between the Company 
       and Yen or any other conduct of the Company occurring prior to 
       the execution of this Agreement. Notwithstanding the above, Yen 
       agrees that he shall dismiss any claims which have been filed.

6.     Yen agrees not to file, pursue or cooperate in the filing or pursuit 
       by anyone else of any claims which are against or involve the Company 
       and which are in any way related to Yen's employment relationship with 
       the Company, the changes in his employment status, Yen's compensation, 
       the termination of the employment relationship between the Company and 
       Yen or any other conduct of the Company relating to any of the 
       foregoing occurring prior to the execution of this Agreement. Yen 
       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.     In exchange for Yen's execution of this Agreement, the Company agrees 
       to amend Yen's October 17, 1997 Employment Agreement to provide that 
       Yen is eligible for certain benefits thereunder notwithstanding his 
       February 24, 1998 resignation date. Yen agrees that the consideration 
       set forth herein constitutes full complete and final settlement of any 
       and all Yen'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 Yen's employment relationship with the Company, the 
       changes in his employment status, Yen's compensation, the termination 
       of the employment relationship between the Company and Yen or any other 
       conduct of the Company occurring prior to the execution of this 
       Agreement.

8.     Beginning on February 25, 1998, Yen has the opportunity, under the 
       terms and conditions of COBRA, to continue medical insurance at his 
       own expense.

9.     Yen acknowledges his continuing obligations to the Company with 
       respect to the Proprietary Information Agreement. Yen agrees to 
       continue abiding by the terms and conditions of the Proprietary 
       Information Agreement.

       Yen further acknowledges his obligations to the Company during the 
       'Restricted Period' as that term is defined and discussed in the 
       Employment Agreement dated October 17, 1997.

10.    Yen voluntarily waives the provision of Section 1542 of the California 
       Civil Code, and any other provision or statute of like effect, which 
       provides:

             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.

       Yen 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 any other provision or statute of like effect.

11.    Having so waived the provisions of Section 1542, and any other 
       provision or statute of like effect, Yen releases the Company 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 
       relate to Yen's employment relationship with the Company, the changes 
       in his employment status, Yen's compensation, the termination of the 
       employment relationship between the Company and Yen and any other 
       conduct of the parties relating to Yen's employment and occurring prior 
       to the execution of this Agreement.



12.    Yen warrants that he has not assigned, transferred nor purported to 
       assign or transfer any claim against the Company 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.

13.    Yen acknowledges that he is hereby advised to consult with and 
       warrants that he has had the opportunity to be represented by legal 
       counsel regarding his claims, other potential claims, and this 
       Agreement. Yen freely and voluntarily enter into this Agreement.

14.    Each party shall pay their 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.

15.    The parties warrants 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.

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

17.    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.

18.    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.

19.    This Agreement sets forth the entire Agreement between the parties 
       thereto and supersedes any and all prior agreements or understandings, 
       written or oral, between the parties pertaining to the subject matter 
       hereof. No other promises or agreements shall be binding upon the 
       parties with respect to this subject matter unless contained herein or 
       separately agreed to in writing by the parties.

20.    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 or reasonable attorneys' fees and costs incurred 
       in collecting any judgment which results from any proceeding brought 
       to enforce the terms of this Agreement.

21.    The Company, after reasonable inquiry, is not currently aware of any 
       claims and does not anticipate any claims against Yen.



22.    Notwithstanding any other provision of this Agreement, nothing in this 
       Agreement shall be deemed to preclude Yen or his designee from 
       enforcing or establishing, or limiting Yen's or his designee's ability 
       to enforce or establish, including as against the Company, any of 
       Yen's or his designee's rights relating to ownership, exploitation or 
       precluding infringement of Yen's or his designee's right, title and 
       interest in and to the intellectual property rights relating to 
       technology that Yen has developed or will develop while engaged in 
       'Permitted Activities' (as defined in Section 9.a. of Yen's October 
       17, 1997 Employment Agreement, as amended ('Employment Agreement')).

23.    The offer to Yen set forth in the Agreement remains open for 
       twenty-one days, during which time he may review and consider this 
       Agreement. Further Yen has until seven days following the 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:


                              Office of the General Counsel
                              Network Computer, Inc.
                              5000 Oracle Parkway, MS 659507
                              Redwood Shores, CA 94065


/s/ Wei Yen                                /s/ David Roux
-------------------------------            --------------------------------
Wei Yen                                    Network Computer, Inc.

                                           By: David Roux
                                              -----------------------------

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

Dated:   10/8/98                            Dated:  10/2/98
      -------------------------                    ------------------------




                                      [LETTERHEAD]


                                         FEBRUARY 24, 1998



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


To the Board of Directors:

     I hereby resign as President of Network Computer, Inc., effective 
February 24, 1998.


                                           Sincerely,


                                           /s/ Wei Yen
                                           -------------------------
                                           Wei Yen




                                      [LETTERHEAD]


                                         APRIL 1, 1998



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


To the Board of Directors:

     I hereby resign as Director of Network Computer, Inc., effective 
April 1, 1998.


                                           Sincerely,


                                           /s/ Wei Yen
                                           -------------------------
                                           Wei Yen