Indemnification Agreement - Liberate Technologies



                              INDEMNIFICATION AGREEMENT

          THIS AGREEMENT (the 'Agreement') is made and entered into as of
___________, ____ between Liberate Technologies, a Delaware corporation ('the
Company'), and _____________________ ('Indemnitee').

          WITNESSETH THAT:

          WHEREAS, Indemnitee performs a valuable service for the Company; and

          WHEREAS, the Board of Directors of the Company has adopted Bylaws 
(the 'Bylaws') providing for the indemnification of the officers and 
directors of the Company to the maximum extent authorized by Section 145 of 
the Delaware General Corporation Law, as amended ('Law'); and

          WHEREAS, the Bylaws and the Law, by their nonexclusive nature, 
permit contracts between the Company and the officers or directors of the 
Company with respect to indemnification of such officers or directors; and

          WHEREAS, in accordance with the authorization as provided by the 
Law, the Company may purchase and maintain a policy or policies of directors' 
and officers' liability insurance ('D & O Insurance'), covering certain 
liabilities which may be incurred by its officers or directors in the 
performance of their obligations to the Company; and

          WHEREAS, in order to induce Indemnitee to continue to serve as an 
officer or director of the Company, the Company has determined and agreed to 
enter into this contract with Indemnitee;

          NOW, THEREFORE, in consideration of Indemnitee's service as an 
officer or director after the date hereof, the parties hereto agree as 
follows:

          1.    INDEMNITY OF INDEMNITEE.  The Company hereby agrees to hold 
harmless and indemnify Indemnitee to the full extent authorized or permitted 
by the provisions of the Law, as such may be amended from time to time, and 
Article VI of the Bylaws, as such may be amended.  In furtherance of the 
foregoing indemnification, and without limiting the generality thereof:

                (a)    PROCEEDINGS OTHER THAN PROCEEDINGS BY OR IN THE RIGHT 
OF THE COMPANY.  Indemnitee shall be entitled to the rights of 
indemnification provided in this Section l(a) if, by reason of his Corporate 
Status (as hereinafter defined), he is, or is threatened to be made, a party 
to or participant in any Proceeding (as hereinafter defined) other than a 
Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), 
Indemnitee shall be indemnified against all Expenses (as hereinafter 
defined), judgments, penalties, fines and amounts paid in settlement actually 
and reasonably incurred by him or on his behalf in connection with such 
Proceeding or any claim, issue or matter therein, if he acted in good faith 



and in a manner he reasonably believed to be in or not opposed to the best 
interests of the Company and, with respect to any criminal Proceeding, had no 
reasonable cause to believe his conduct was unlawful.

                (b)    PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. 
Indemnitee shall be entitled to the rights of indemnification provided in 
this Section 1(b) if, by reason of his Corporate Status, he is, or is 
threatened to be made, a party to or participant in any Proceeding brought by 
or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee 
shall be indemnified against all Expenses actually and reasonably incurred by 
him or on his behalf in connection with such Proceeding if he acted in good 
faith and in a manner he reasonably believed to be in or not opposed to the 
best interests of the Company; provided, however, that, if applicable law so 
provides, no indemnification against such Expenses shall be made in respect 
of any claim, issue or matter in such Proceeding as to which Indemnitee shall 
have been adjudged to be liable to the Company unless and to the extent that 
the Court of Chancery of the State of Delaware shall determine that such 
indemnification may be made.

                (c)    INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY 
OR PARTLY SUCCESSFUL.  Notwithstanding any other provision of this Agreement, 
to the extent that Indemnitee is, by reason of his Corporate Status, a party 
to and is successful, on the merits or otherwise, in any Proceeding, he shall 
be indemnified to the maximum extent permitted by law against all Expenses 
actually and reasonably incurred by him or on his behalf in connection 
therewith.  If Indemnitee is not wholly successful in such Proceeding but is 
successful, on the merits or otherwise, as to one or more but less than all 
claims, issues or matters in such Proceeding, the Company shall indemnify 
Indemnitee against all Expenses actually and reasonably incurred by him or on 
his behalf in connection with each successfully resolved claim, issue or 
matter.  For purposes of this Section and without limitation, the termination 
of any claim, issue or matter in such a Proceeding by dismissal, with or 
without prejudice, shall be deemed to be a successful result as to such 
claim, issue or matter.

          2.    ADDITIONAL INDEMNITY.  In addition to, and without regard to 
any limitations on, the indemnification provided for in Section 1, the 
Company shall and hereby does indemnify and hold harmless Indemnitee against 
all Expenses, judgments, penalties, fines and amounts paid in settlement 
actually and reasonably incurred by him or on his behalf if, by reason of his 
Corporate Status, he is, or is threatened to be made, a party to or 
participant in any Proceeding (including a Proceeding by or in the right of 
the Company), including, without limitation, all liability arising out of the 
negligence or active or passive wrongdoing of Indemnitee.  The only 
limitation that shall exist upon the Company's obligations pursuant to this 
Agreement shall be that the Company shall not be obligated to make any 
payment to Indemnitee that is finally determined (under the procedures, and 
subject to the presumptions, set forth in Sections 6 and 7 hereof) to be 
unlawful under Delaware law.

          3.    CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.

                (a)    Whether or not the indemnification provided in 
Sections 1 and 2 hereof is available, in respect of any threatened, pending 
or completed action, suit or proceeding 

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in which Company is jointly liable with Indemnitee (or would be if joined in 
such action, suit or proceeding), Company shall pay, in the first instance, 
the entire amount of any judgment or settlement of such action, suit or 
proceeding without requiring Indemnitee to contribute to such payment and 
Company hereby waives and relinquishes any right of contribution it may have 
against Indemnitee.  Company shall not enter into any settlement of any 
action, suit or proceeding in which Company is jointly liable with Indemnitee 
(or would be if joined in such action, suit or proceeding) unless such 
settlement provides for a full and final release of all claims asserted 
against Indemnitee.

                (b)    Without diminishing or impairing the obligations of 
the Company set forth in the preceding subparagraph, if, for any reason, 
Indemnitee shall elect or be required to pay all or any portion of any 
judgment or settlement in any threatened, pending or completed action, suit 
or proceeding in which Company is jointly liable with Indemnitee (or would be 
if joined in such action, suit or proceeding), Company shall contribute to 
the amount of expenses (including attorneys' fees), judgments, fines and 
amounts paid in settlement actually and reasonably incurred and paid or 
payable by Indemnitee in proportion to the relative benefits received by the 
Company and all officers, directors or employees of the Company other than 
Indemnitee who are jointly liable with Indemnitee (or would be if joined in 
such action, suit or proceeding), on the one hand, and Indemnitee, on the 
other hand, from the transaction from which such action, suit or proceeding 
arose; provided, however, that the proportion determined on the basis of 
relative benefit may, to the extent necessary to conform to law, be further 
adjusted by reference to the relative fault of Company and all officers, 
directors or employees of the Company other than Indemnitee who are jointly 
liable with Indemnitee (or would be if joined in such action, suit or 
proceeding), on the one hand, and Indemnitee, on the other hand, in 
connection with the events that resulted in such expenses, judgments, fines 
or settlement amounts, as well as any other equitable considerations which 
the law may require to be considered.  The relative fault of Company and all 
officers, directors or employees of the Company other than Indemnitee who are 
jointly liable with Indemnitee (or would be if joined in such action, suit or 
proceeding), on the one hand, and Indemnitee, on the other hand, shall be 
determined by reference to, among other things, the degree to which their 
actions were motivated by intent to gain personal profit or advantage, the 
degree to which their liability is primary or secondary, and the degree to 
which their conduct is active or passive.

                (c)    Company hereby agrees to fully indemnify and hold 
Indemnitee harmless from any claims of contribution which may be brought by 
officers, directors or employees of the Company other than Indemnitee who may 
be jointly liable with Indemnitee.

          4.    INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding 
any other provision of this Agreement, to the extent that Indemnitee is, by 
reason of his Corporate Status, a witness in any Proceeding to which 
Indemnitee is not a party, he shall be indemnified against all Expenses 
actually and reasonably incurred by him or on his behalf in connection 
therewith.

          5.    ADVANCEMENT OF EXPENSES.  Notwithstanding any other provision 
of this Agreement, the Company shall advance all Expenses incurred by or on 
behalf of Indemnitee in connection with any Proceeding by reason of 
Indemnitee's Corporate Status within ten (10) days 

                                     3


after the receipt by the Company of a statement or statements from Indemnitee 
requesting such advance or advances from time to time, whether prior to or 
after final disposition of such Proceeding. Such statement or statements 
shall reasonably evidence the Expenses incurred by Indemnitee and shall 
include or be preceded or accompanied by an undertaking by or on behalf of 
Indemnitee to repay any Expenses advanced if it shall ultimately be 
determined that Indemnitee is not entitled to be indemnified against such 
Expenses.  Any advances and undertakings to repay pursuant to this Section 5 
shall be unsecured and interest free.  Notwithstanding the foregoing, the 
obligation of the Company to advance Expenses pursuant to this Section 5 
shall be subject to the condition that, if, when and to the extent that the 
Company determines that Indemnitee would not be permitted to be indemnified 
under applicable law, the Company shall be entitled to be reimbursed, within 
thirty (30) days of such determination, by Indemnitee (who hereby agrees to 
reimburse the Company) for all such amounts theretofore paid; provided, 
however, that if Indemnitee has commenced or thereafter commences legal 
proceedings in a court of competent jurisdiction to secure a determination 
that Indemnitee should be indemnified under applicable law, any determination 
made by the Company that Indemnitee would not be permitted to be indemnified 
under applicable law shall not be binding and Indemnitee shall not be 
required to reimburse the Company for any advance of Expenses until a final 
judicial determination is made with respect thereto (as to which all rights 
of appeal therefrom have been exhausted or lapsed).

          6.    PROCEDURES AND PRESUMPTIONS FOR DETERMINATION OF ENTITLEMENT 
TO INDEMNIFICATION.  It is the intent of this Agreement to secure for 
Indemnitee rights of indemnity that are as favorable as may be permitted 
under the law and public policy of the State of Delaware.  Accordingly, the 
parties agree that the following procedures and presumptions shall apply in 
the event of any question as to whether Indemnitee is entitled to 
indemnification under this Agreement:

                (a)    To obtain indemnification (including, but not limited 
to, the advancement of Expenses and contribution by the Company) under this 
Agreement, Indemnitee shall submit to the Company a written request, 
including therein or therewith such documentation and information as is 
reasonably available to Indemnitee and is reasonably necessary to determine 
whether and to what extent Indemnitee is entitled to indemnification.  The 
Secretary of the Company shall, promptly upon receipt of such a request for 
indemnification, advise the Board of Directors in writing that Indemnitee has 
requested indemnification.

                (b)    Upon written request by Indemnitee for indemnification 
pursuant to the first sentence of Section 6(a) hereof, a determination, if 
required by applicable law, with respect to Indemnitee's entitlement thereto 
shall be made in the specific case by one of the following three methods, 
which shall be at the election of Indemnitee:  (1) by a majority vote of the 
disinterested directors, even though less than a quorum, or (2) by 
independent legal counsel in a written opinion, or (3) by the stockholders.

                (c)    If the determination of entitlement to indemnification 
is to be made by Independent Counsel pursuant to Section 6(b) hereof, the 
Independent Counsel shall be selected as provided in this Section 6(c).  The 
Independent Counsel shall be selected by 

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Indemnitee (unless Indemnitee shall request that such selection be made by 
the Board of Directors).  Indemnitee or the Company, as the case may be, may, 
within 10 days after such written notice of selection shall have been given, 
deliver to the Company or to Indemnitee, as the case may be, a written 
objection to such selection; provided, however, that such objection may be 
asserted only on the ground that the Independent Counsel so selected does not 
meet the requirements of 'Independent Counsel' as defined in Section 13 of 
this Agreement, and the objection shall set forth with particularity the 
factual basis of such assertion.  Absent a proper and timely objection, the 
person so selected shall act as Independent Counsel.  If a written objection 
is made and substantiated, the Independent Counsel selected may not serve as 
Independent Counsel unless and until such objection is withdrawn or a court 
has determined that such objection is without merit.  If, within 20 days 
after submission by Indemnitee of a written request for indemnification 
pursuant to Section 6(a) hereof, no Independent Counsel shall have been 
selected and not objected to, either the Company or Indemnitee may petition 
the Court of Chancery of the State of Delaware or other court of competent 
jurisdiction for resolution of any objection which shall have been made by 
the Company or Indemnitee to the other's selection of Independent Counsel 
and/or for the appointment as Independent Counsel of a person selected by the 
court or by such other person as the court shall designate, and the person 
with respect to whom all objections are so resolved or the person so 
appointed shall act as Independent Counsel under Section 6(b) hereof.  The 
Company shall pay any and all reasonable fees and expenses of Independent 
Counsel incurred by such Independent Counsel in connection with acting 
pursuant to Section 6(b) hereof, and the Company shall pay all reasonable 
fees and expenses incident to the procedures of this Section 6(c), regardless 
of the manner in which such Independent Counsel was selected or appointed.

                (d)    In making a determination with respect to entitlement 
to indemnification hereunder, the person or persons or entity making such 
determination shall presume that Indemnitee is entitled to indemnification 
under this Agreement if Indemnitee has submitted a request for 
indemnification in accordance with Section 6(a) of this Agreement.  Anyone 
seeking to overcome this presumption shall have the burden of proof and the 
burden of persuasion, by clear and convincing evidence.

                (e)    Indemnitee shall be deemed to have acted in good faith 
if Indemnitee's action is based on the records or books of account of the 
Enterprise, including financial statements, or on information supplied to 
Indemnitee by the officers of the Enterprise in the course of their duties, 
or on the advice of legal counsel for the Enterprise or on information or 
records given or reports made to the Enterprise by an independent certified 
public accountant or by an appraiser or other expert selected with reasonable 
care by the Enterprise.  In addition, the knowledge and/or actions, or 
failure to act, of any director, officer, agent or employee of the Enterprise 
shall not be imputed to Indemnitee for purposes of determining the right to 
indemnification under this Agreement.  Whether or not the foregoing 
provisions of this Section 6(e) are satisfied, it shall in any event be 
presumed that Indemnitee has at all times acted in good faith and in a manner 
he reasonably believed to be in or not opposed to the best interests of the 
Company.  Anyone seeking to overcome this presumption shall have the burden 
of proof and the burden of persuasion, by clear and convincing evidence.

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                (f)    If the person, persons or entity empowered or selected 
under Section 6 to determine whether Indemnitee is entitled to 
indemnification shall not have made a determination within thirty (30) days 
after receipt by the Company of the request therefor, the requisite 
determination of entitlement to indemnification shall be deemed to have been 
made and Indemnitee shall be entitled to such indemnification, absent (i) a 
misstatement by Indemnitee of a material fact, or an omission of a material 
fact necessary to make Indemnitee's statement not materially misleading, in 
connection with the request for indemnification, or (ii) a prohibition of 
such indemnification under applicable law; provided, however, that such 30 
day period may be extended for a reasonable time, not to exceed an additional 
fifteen (15) days, if the person, persons or entity making the determination 
with respect to entitlement to indemnification in good faith requires such 
additional time for the obtaining or evaluating documentation and/or 
information relating thereto; and provided, further, that the foregoing 
provisions of this Section 6(g) shall not apply if the determination of 
entitlement to indemnification is to be made by the stockholders pursuant to 
Section 6(b) of this Agreement and if (A) within fifteen (15) days after 
receipt by the Company of the request for such determination the Board of 
Directors or the Disinterested Directors, if appropriate, resolve to submit 
such determination to the stockholders for their consideration at an annual 
meeting thereof to be held within seventy five (75) days after such receipt 
and such determination is made thereat, or (B) a special meeting of 
stockholders is called within fifteen (15) days after such receipt for the 
purpose of making such determination, such meeting is held for such purpose 
within sixty (60) days after having been so called and such determination is 
made thereat.

                (g)    Indemnitee shall cooperate with the person, persons or 
entity making such determination with respect to Indemnitee's entitlement to 
indemnification, including providing to such person, persons or entity upon 
reasonable advance request any documentation or information which is not 
privileged or otherwise protected from disclosure and which is reasonably 
available to Indemnitee and reasonably necessary to such determination.  Any 
Independent Counsel, member of the Board of Directors, or stockholder of the 
Company shall act reasonably and in good faith in making a determination 
under the Agreement of the Indemnitee's entitlement to indemnification.  Any 
costs or expenses (including attorneys' fees and disbursements) incurred by 
Indemnitee in so cooperating with the person, persons or entity making such 
determination shall be borne by the Company (irrespective of the 
determination as to Indemnitee's entitlement to indemnification) and the 
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

                (h)    The Company acknowledges that a settlement or other 
disposition short of final judgment may be successful if it permits a party 
to avoid expense, delay, distraction, disruption and uncertainty.  In the 
event that any action, claim or proceeding to which Indemnitee is a party is 
resolved in any manner other than by adverse judgment against Indemnitee 
(including, without limitation, settlement of such action, claim or 
proceeding with or without payment of money or other consideration) it shall 
be presumed that Indemnitee has been successful on the merits or otherwise in 
such action, suit or proceeding.  Anyone seeking to overcome this presumption 
shall have the burden of proof and the burden of persuasion, by clear and 
convincing evidence.

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          7.    REMEDIES OF INDEMNITEE.

                (a)    In the event that (i) a determination is made pursuant 
to Section 6 of this Agreement that Indemnitee is not entitled to 
indemnification under this Agreement, (ii) advancement of Expenses is not 
timely made pursuant to Section 5 of this Agreement, (iii) no determination 
of entitlement to indemnification shall have been made pursuant to Section 
6(b) of this Agreement within 90 days after receipt by the Company of the 
request for indemnification, (iv) payment of indemnification is not made 
pursuant to this Agreement within ten (10) days after receipt by the Company 
of a written request therefor, or (v) payment of indemnification is not made 
within ten (10) days after a determination has been made that Indemnitee is 
entitled to indemnification or such determination is deemed to have been made 
pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an 
adjudication in an appropriate court of the State of Delaware, or in any 
other court of competent jurisdiction, of his entitlement to such 
indemnification.  Indemnitee shall commence such proceeding seeking an 
adjudication within 180 days following the date on which Indemnitee first has 
the right to commence such proceeding pursuant to this Section 7(a).  The 
Company shall not oppose Indemnitee's right to seek any such adjudication.

                (b)    In the event that a determination shall have been made 
pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to 
indemnification, any judicial proceeding commenced pursuant to this Section 7 
shall be conducted in all respects as a DE NOVO trial, on the merits and 
Indemnitee shall not be prejudiced by reason of that adverse determination 
under Section 6(b).

                (c)    If a determination shall have been made pursuant to 
Section 6(b) of this Agreement that Indemnitee is entitled to 
indemnification, the Company shall be bound by such determination in any 
judicial proceeding commenced pursuant to this Section 7, absent a 
prohibition of such indemnification under applicable law.

                (d)    In the event that Indemnitee, pursuant to this Section 
7, seeks a judicial adjudication of his rights under, or to recover damages 
for breach of, this Agreement, or to recover under any directors' and 
officers' liability insurance policies maintained by the Company the Company 
shall pay on his behalf, in advance, any and all expenses (of the types 
described in the definition of Expenses in Section 13 of this Agreement) 
actually and reasonably incurred by him in such judicial adjudication, 
regardless of whether Indemnitee ultimately is determined to be entitled to 
such indemnification, advancement of expenses or insurance recovery.

                (e)    The Company shall be precluded from asserting in any 
judicial proceeding commenced pursuant to this Section 7 that the procedures 
and presumptions of this Agreement are not valid, binding and enforceable and 
shall stipulate in any such court that the Company is bound by all the 
provisions of this Agreement.

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          8.    NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.

                (a)    The rights of indemnification as provided by this 
Agreement shall not be deemed exclusive of any other rights to which 
Indemnitee may at any time be entitled under applicable law, the certificate 
of incorporation of the Company, the Bylaws, any agreement, a vote of 
stockholders or a resolution of directors, or otherwise.  No amendment, 
alteration or repeal of this Agreement or of any provision hereof shall limit 
or restrict any right of Indemnitee under this Agreement in respect of any 
action taken or omitted by such Indemnitee in his Corporate Status prior to 
such amendment, alteration or repeal.  To the extent that a change in the 
Law, whether by statute or judicial decision, permits greater indemnification 
than would be afforded currently under the Bylaws and this Agreement, it is 
the intent of the parties hereto that Indemnitee shall enjoy by this 
Agreement the greater benefits so afforded by such change.  No right or 
remedy herein conferred is intended to be exclusive of any other right or 
remedy, and every other right and remedy shall be cumulative and in addition 
to every other right and remedy given hereunder or now or hereafter existing 
at law or in equity or otherwise.  The assertion or employment of any right 
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion 
or employment of any other right or remedy.

                (b)    To the extent that the Company maintains an insurance 
policy or policies providing liability insurance for directors, officers, 
employees, or agents or fiduciaries of the Company or of any other 
corporation, partnership, joint venture, trust, employee benefit plan or 
other enterprise which such person serves at the request of the Company, 
Indemnitee shall be covered by such policy or policies in accordance with its 
or their terms to the maximum extent of the coverage available for any such 
director, officer, employee or agent under such policy or policies.

                (c)    In the event of any payment under this Agreement, the 
Company shall be subrogated to the extent of such payment to all of the 
rights of recovery of Indemnitee, who shall execute all papers required and 
take all action necessary to secure such rights, including execution of such 
documents as are necessary to enable the Company to bring suit to enforce 
such rights.

                (d)    The Company shall not be liable under this Agreement 
to make any payment of amounts otherwise indemnifiable hereunder if and to 
the extent that Indemnitee has otherwise actually received such payment under 
any insurance policy, contract, agreement or otherwise.

          9.    EXCEPTION TO RIGHT OF INDEMNIFICATION.  Notwithstanding any 
other provision of this Agreement, Indemnitee shall not be entitled to 
indemnification under this Agreement with respect to any Proceeding brought 
by Indemnitee, or any claim therein, unless (a) the bringing of such 
Proceeding or making of such claim shall have been approved by the Board of 
Directors of the Company or (b) such Proceeding is being brought by the 
Indemnitee to assert, interpret or enforce his rights under this Agreement.

          10.   DURATION OF AGREEMENT.  All agreements and obligations of the 
Company contained herein shall continue during the period Indemnitee is an 
officer or director of the 

                                     8


Company (or is or was serving at the request of the Company as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise) and shall continue thereafter so long as 
Indemnitee shall be subject to any Proceeding (or any proceeding commenced 
under Section 7 hereof) by reason of his Corporate Status, whether or not he 
is acting or serving in any such capacity at the time any liability or 
expense is incurred for which indemnification can be provided under this 
Agreement.  This Agreement shall be binding upon and inure to the benefit of 
and be enforceable by the parties hereto and their respective successors 
(including any direct or indirect successor by purchase, merger, 
consolidation or otherwise to all or substantially all of the business or 
assets of the Company), assigns, spouses, heirs, executors and personal and 
legal representatives.  This Agreement shall continue in effect regardless of 
whether Indemnitee continues to serve as an officer or director of the 
Company or any other Enterprise at the Company's request.

          11.   SECURITY.  To the extent requested by the Indemnitee and 
approved by the Board of Directors of the Company, the Company may at any 
time and from time to time provide security to the Indemnitee for the 
Company's obligations hereunder through an irrevocable bank line of credit, 
funded trust or other collateral.  Any such security, once provided to the 
Indemnitee, may not be revoked or released without the prior written consent 
of the Indemnitee.

          12.   ENFORCEMENT.

                (a)    The Company expressly confirms and agrees that it has 
entered into this Agreement and assumed the obligations imposed on it hereby 
in order to induce Indemnitee to serve as an officer or director of the 
Company, and the Company acknowledges that Indemnitee is relying upon this 
Agreement in serving as an officer or director of the Company.

                (b)    This Agreement constitutes the entire agreement 
between the parties hereto with respect to the subject matter hereof and 
supersedes all prior agreements and understandings, oral, written and 
implied, between the parties hereto with respect to the subject matter hereof.

          13.   DEFINITIONS.  For purposes of this Agreement:

                (a)    'Corporate Status' describes the status of a person 
who is or was a director, officer, employee or agent or fiduciary of the 
Company or of any other corporation, partnership, joint venture, trust, 
employee benefit plan or other enterprise which such person is or was serving 
at the express written request of the Company.

                (b)    'Disinterested Director' means a director of the 
Company who is not and was not a party to the Proceeding in respect of which 
indemnification is sought by Indemnitee.

                (c)    'Enterprise' shall mean the Company and any other 
corporation, partnership, joint venture, trust, employee benefit plan or 
other enterprise of which Indemnitee is 

                                     9


or was serving at the express written request of the Company as a director, 
officer, employee, agent or fiduciary.

                (d)    'Expenses' shall include all reasonable attorneys' 
fees, retainers, court costs, transcript costs, fees of experts, witness 
fees, travel expenses, duplicating costs, printing and binding costs, 
telephone charges, postage, delivery service fees, and all other 
disbursements or expenses of the types customarily incurred in connection 
with prosecuting, defending, preparing to prosecute or defend, investigating, 
participating, or being or preparing to be a witness in a Proceeding.

                (e)    'Independent Counsel' means a law firm, or a member of 
a law firm, that is experienced in matters of corporation law and neither 
presently is, nor in the past five years has been, retained to represent:  
(i) the Company or Indemnitee in any matter material to either such party 
(other than with respect to matters concerning the Indemnitee under this 
Agreement, or of other indemnitees under similar indemnification agreements), 
or (ii) any other party to the Proceeding giving rise to a claim for 
indemnification hereunder.  Notwithstanding the foregoing, the term 
'Independent Counsel' shall not include any person who, under the applicable 
standards of professional conduct then prevailing, would have a conflict of 
interest in representing either the Company or Indemnitee in an action to 
determine Indemnitee's rights under this Agreement.  The Company agrees to 
pay the reasonable fees of the Independent Counsel referred to above and to 
fully indemnify such counsel against any and all Expenses, claims, 
liabilities and damages arising out of or relating to this Agreement or its 
engagement pursuant hereto.

                (f)    'Proceeding' includes any threatened, pending or 
completed action, suit, arbitration, alternate dispute resolution mechanism, 
investigation, inquiry, administrative hearing or any other actual, 
threatened or completed proceeding, whether brought by or in the right of the 
Company or otherwise and whether civil, criminal, administrative or 
investigative, in which Indemnitee was, is or will be involved as a party or 
otherwise, by reason of the fact that Indemnitee is or was a director of the 
Company, by reason of any action taken by him or of any inaction on his part 
while acting as an officer or director of the Company, or by reason of the 
fact that he is or was serving at the request of the Company as a director, 
officer, employee or agent of another corporation, partnership, joint 
venture, trust or other Enterprise; in each case whether or not he is acting 
or serving in any such capacity at the time any liability or expense is 
incurred for which indemnification can be provided under this Agreement; 
including one pending on or before the date of this Agreement; and excluding 
one initiated by an Indemnitee pursuant to Section 7 of this Agreement to 
enforce his rights under this Agreement.

          14.   SEVERABILITY.  If any provision or provisions of this 
Agreement shall be held by a court of competent jurisdiction to be invalid, 
void, illegal or otherwise unenforceable for any reason whatsoever:  (a) the 
validity, legality and enforceability of the remaining provisions of this 
Agreement (including without limitation, each portion of any section of this 
Agreement containing any such provision held to be invalid, illegal or 
unenforceable, that is not itself invalid, illegal or unenforceable) shall 
not in any way be affected or impaired thereby and shall remain enforceable 
to the fullest extent permitted by law; and (b) to the fullest extent 

                                     10


possible, the provisions of this Agreement (including, without limitation, 
each portion of any section of this Agreement containing any such provision 
held to be invalid, illegal or unenforceable, that is not itself invalid, 
illegal or unenforceable) shall be construed so as to give effect to the 
intent manifested thereby.

          15.   MODIFICATION AND WAIVER.  No supplement, modification, 
termination or amendment of this Agreement shall be binding unless executed 
in writing by both of the parties hereto.  No waiver of any of the provisions 
of this Agreement shall be deemed or shall constitute a waiver of any other 
provisions hereof (whether or not similar) nor shall such waiver constitute a 
continuing waiver.

          16.   NOTICE BY INDEMNITEE.  Indemnitee agrees promptly to notify 
the Company in writing upon being served with any summons, citation, 
subpoena, complaint, indictment, information or other document relating to 
any Proceeding or matter which may be subject to indemnification covered 
hereunder.  The failure to so notify the Company shall not relieve the 
Company of any obligation which it may have to the Indemnitee under this 
Agreement or otherwise unless and only to the extent that such failure or 
delay materially prejudices the Company.

          17.   NOTICES.  All notices, requests, demands and other 
communications hereunder shall be in writing and shall be deemed to have been 
duly given if (i) delivered by hand and receipted for by the party to whom 
said notice or other communication shall have been directed, or (ii) mailed 
by certified or registered mail with postage prepaid, on the third business 
day after the date on which it is so mailed:

                (a)    If to Indemnitee, to the address set forth below 
Indemnitee signature hereto.

                (b)    If to the Company, to:

                       1000 Bridge Parkway 
                       Redwood Shores, CA 94065
                       Attention: General Counsel

or to such other address as may have been furnished to Indemnitee by the 
Company or to the Company by Indemnitee, as the case may be.

          18.   IDENTICAL COUNTERPARTS.  This Agreement may be executed in 
one or more counterparts, each of which shall for all purposes be deemed to 
be an original but all of which together shall constitute one and the same 
Agreement. Only one such counterpart signed by the party against whom 
enforceability is sought needs to be produced to evidence the existence of 
this Agreement. 

          19.   HEADINGS.  The headings of the paragraphs of this Agreement 
are inserted for convenience only and shall not be deemed to constitute part 
of this Agreement or to affect the construction thereof.

                                    11


          20.   GOVERNING LAW.  The parties agree that this Agreement shall 
be governed by, and construed and enforced in accordance with, the laws of 
the State of Delaware without application of the conflict of laws principles 
thereof.

          21.   GENDER.  Use of the masculine pronoun shall be deemed to 
include usage of the feminine pronoun where appropriate.


                                     12


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
and as of the day and year first above written.



                                   LIBERATE TECHNOLOGIES


                                   By:
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                                        Name:
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                                        Title:
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                                   Name:
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                       Address:
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