One Circle Star Way (San Carlos, CA) Sublease - Liberate Technologies, Charitableway.com Inc. and Circle Star Center Associates LP


                                  SUBLEASE

     THIS SUBLEASE ('Sublease') is entered into by and between LIBERATE 
TECHNOLOGIES, a Delaware corporation ('Sublandlord'), and CHARITABLEWAY.COM, 
INC., a Delaware corporation ('Subtenant') as of February 17, 2000.

                                  RECITALS

     A.   Sublandlord, as successor-in-interest to Network Computer, Inc., a 
Delaware corporation, leases certain premises (the 'Master Lease Premises') 
located in that certain building ('Building') at One Circle Star Way, San 
Carlos, California, from Circle Star Center Associates, L.P., a California 
limited partnership (the 'Master Landlord'), pursuant to that certain Lease 
dated April 27, 1999, a complete copy of which is attached hereto as EXHIBIT 
A (the 'Master Lease').  Capitalized terms used but not defined herein have 
the same meanings as they have in the Master Lease.

     B.   Sublandlord desires to sublease a portion of the Master Lease 
Premises to Subtenant, and Subtenant desires to sublease a portion of the 
Master Lease Premises from Sublandlord on the terms and provisions hereof.

     NOW, THEREFORE, in consideration of the mutual covenants and conditions 
contained herein, Sublandlord and Subtenant covenant and agree as follows:

                                  AGREEMENT

     1.   SUBLEASED PREMISES.   On and subject to the terms and conditions 
below, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases 
from Sublandlord, the space located on the fourth floor of the Building shown 
by crosshatching on EXHIBIT B attached hereto and incorporated herein by this 
reference (the 'Subleased Premises').

     2.   TERMS.   This Sublease shall commence on the later of (1) 
substantial completion of any tenant improvements installed by Master 
Landlord pursuant to the Master Lease (the 'Initial Tenant Improvements') and 
substantial completion of the Wiring (defined below) and issuance of all 
governmental permits required for occupancy of the Subleased Premises, and 
(2) March 1, 2000 (the 'Commencement Date').  Subtenant shall have the right 
to terminate this Sublease if the Commencement Date has not occurred by June 
1, 2000.  The term shall expire on the last day of the twenty-ninth full 
calendar month following the Commencement Date, unless sooner terminated 
pursuant to any provision hereof.  For example, if the Commencement Date is 
March 15, 2000, the term shall expire on August 30, 2002.

     3.   RENT; DEPOSITS.  Commencing on the Commencement Date and continuing 
throughout the term of this Sublease, Subtenant shall pay monthly rent 
('Rent') to Sublandlord in the monthly amount of Ninety-two Thousand Nine 
Hundred Sixty-three Dollars and Fifty Cents ($92,963.50) per month.  Rent 
shall be payable to Sublandlord in lawful money of the United States, in 
advance, without prior notice, demand, or offset, on or before the first day 
of each calendar month during the term hereof.  All Rent shall be paid to 
Sublandlord at the address specified for notice to Sublandlord, below.  If 
the Commencement Date, or termination date does



not fall on the first day of a calendar month, Rent for any partial month 
shall be prorated on a daily basis based upon a thirty (30) day calendar 
month.  On each anniversary of the Commencement Date the amount of Rent then 
in effect shall be increased by three percent (3%) per annum.

          (a)   SUBTENANT'S SHARE OF EXPENSES AND TAXES.  Subtenant shall 
pay, in advance on the first day of each calendar month, together with 
Tenant's payment of monthly Rent, twenty-five and eight tenths percent 
(25.8%) of Expenses and Taxes ('Subtenant's Allocable Share of Expenses and 
Taxes') as the terms 'Expenses' and 'Taxes' are defined and due under the 
Master Lease, allocable to the Building.  For the first twelve (12) calendar 
months of the term, Tenant's Allocable Share of Taxes and Expenses is 
estimated to be Nineteen Thousand Three Hundred Eighty-nine and 53/100 
Dollars ($19,389.53) per month.  Sublandlord may adjust the amount of 
Subtenant's Allocable Share of Expenses and Taxes at any time the amount of 
Expenses and Taxes being charged to Sublandlord under the Master Lease is 
adjusted in accordance with the terms thereof.  Promptly following 
reconciliation of the amounts charged to Sublandlord under Sections 3(c)(2) 
and 3(c)(3) of the Master Lease, the amounts charged to Subtenant pursuant to 
this Section 3(a) shall be reconciled in accordance with the provisions of 
Sections 3(c)(2) and 3(c)(3) of the Master Lease, which are incorporated 
herein by Section 6, below.

          (b)   FIRST PAYMENT OF RENT AND SUBTENANT'S ALLOCABLE SHARE OF 
EXPENSES AND TAXES.   Upon execution of this Sublease, Subtenant shall pay to 
Sublandlord the sum of One Hundred Twelve Thousand Three Hundred Fifty-three 
and 03/10 Dollars ($112,353.03), constituting payment in advance of the first 
month's Rent and the first month's payment of Subtenant's Allocable Share of 
Expenses and Taxes.

          (c)   SECURITY DEPOSIT.  Upon execution of this Sublease, Subtenant 
shall pay to Sublandlord the sum equal to three months Rent, Two Hundred 
Seventy-eight Thousand Eight Hundred Ninety Dollars and Fifty Cents 
($278,890.50), constituting the Security Deposit.  The Security Deposit is 
not advance rental, nor a measure of Sublandlord's damages.  Sublandlord 
shall not be required to keep the Security Deposit separate from its general 
accounts.  Upon the occurrence of any default by Subtenant, Sublandlord may, 
from time to time and without prejudice to any other remedy available to 
Sublandlord provided herein or by law, use the Security Deposit to the extent 
necessary to make good any arrears in Rent or other payments due hereunder, 
or other damage, injury, expense or liability caused by such default.  
Subtenant shall pay to Sublandlord, upon demand, the amount so applied to 
restore the Security Deposit to the original amount.  Any remaining balance 
shall be returned to Subtenant after Subtenant has surrendered the Subleased 
Premises in the condition required and all Subtenant's other obligations 
under this Sublease have been fulfilled.

     4.   TENANT IMPROVEMENTS; WIRING COSTS.  Subtenant acknowledges that 
Master Landlord is obligated to install the Initial Tenant Improvements 
pursuant to the Master Lease.  Sublandlord covenants to use reasonable 
efforts to cause Master Landlord to install the Initial Tenant Improvements 
pursuant to the Master Lease.  Sublandlord shall contract with an electrical 
subcontractor of its choice (the 'Wiring Subcontractor') pursuant to a 
contract reasonably approved by Subtenant, and shall use reasonable efforts 
to cause the Wiring Subcontractor to install Cat 5, Gigabit band-width 
certifiable wiring, at a rate of 120 drops in hardwall locations



and 80 drops in cubicle locations (evenly distributed), all wired to a 
central IDF (the 'Wiring').  A 'drop' is defined as two Ethernet connections 
and two telephone connections.  All costs and expenses incurred in the 
installation of such Wiring are referred to herein as the 'Wiring Costs.'  
Subtenant agrees to look solely to the Wiring Contractor for any claims 
arising out of the installation of the Wiring referred to above.  Subtenant 
shall have the right to approve, in its reasonable discretion, within three 
(3) business days following its receipt thereof, the plans for the Initial 
Tenant Improvements and the Wiring.  Subtenant's failure to approve or 
disapprove such plans in writing within three (3) days of Sublandlord's 
delivery thereof to Subtenant shall be deemed Subtenant's approval of such 
plans.

Sublandlord makes no representation or warranty with respect to the condition 
of Subleased Premises and shall not be subject to any liability arising out 
of the condition of the Subleased Premises.  Subtenant agrees to look solely 
to the Wiring Subcontractor for any claims arising out of the installation of 
the Wiring referred to above.

Sublandlord shall use reasonable efforts to give Subtenant thirty (30) days 
notice prior to the anticipated completion of the Tenant Improvements and 
following such notice Subtenant may enter the Subleased Premises for the 
purposes of making the Subleased Premises ready for occupancy.

      5.   USE.   Subtenant may use the Subleased Premises only for uses 
permitted by the Master Lease.  Subtenant shall not use or permit the use of 
the Subleased Premises in a manner that will create waste or a nuisance, 
interfere with or disturb other tenants in the Building or violate the 
provisions of the Master Lease.

      6.   INCORPORATION OF SUBLEASE.   All of the terms and provisions of 
the Master Lease, except as provided below, are incorporated into and made a 
part of this Sublease and the rights and obligations of the parties under the 
Master Lease are hereby imposed upon the parties hereto with respect to the 
Subleased Premises, Sublandlord being substituted for the 'Landlord' in the 
Master Lease (except in Sections 1 (excluding the first two sentences 
thereof), 3(c)(5), 7, 12, 20, 21 and 39 in which references to 'Landlord' 
shall continue to be deemed to refer to the Master Landlord) and Subtenant 
being substituted for the 'Tenant' in the Master Lease.  It is further 
understood that where reference is made in the Master Lease to the 
'Premises,' the same shall mean the Subleased Premises as defined herein; 
where reference is made to the 'Commencement Date,' the same shall mean the 
Commencement Date as defined herein; and where reference is made to 'this 
Lease,' the same shall mean this Sublease. Notwithstanding the foregoing, 
Sublandlord shall have no obligation to perform any of Master Landlord's 
obligations under the Master Lease. The following Sections of the Master 
Lease are not incorporated herein: Sections 2, 3(a), 3(b), 3(c)(1)(B), 9, 32, 
33, 34, 36 (third sentence only) 37, 38, 40, 41, 42, 43, 44, 45, Exhibit B 
(Work Letter), Form of Letter of Credit, and Exhibit G (Description of Second 
Building).

Section 6 of the Master Lease, which is incorporated herein, requires that 
Sublandlord notify Subtenant whether any Alterations will be required to be 
removed and the Subleased Premises restored to its condition upon delivery to 
Subtenant. Sublandlord hereby notifies Subtenant that at the expiration or 
earlier termination of this Sublease, any alterations to the Wiring or any 
other portion of the Subleased Premises performed by Subtenant must be 
removed and the Subleased 



Premises returned to the condition in which they were first delivered to 
Subtenant, at Subtenant's sole cost and expense.

     7.   SUBLANDLORD'S OBLIGATIONS.   Except as expressly otherwise provided 
herein, Sublandlord shall have no obligation to Subtenant with respect to the 
Subleased Premises or the performance by Master Landlord of any obligations 
of Master Landlord under the Master Lease, except for enforcement of Master 
Landlord's obligations under the Master Lease.  Such efforts shall include, 
without limitation, upon Subtenant's request (a) notifying Master Landlord of 
its non-performance under the Master Lease and requesting that Master 
Landlord perform its obligations under the Master Lease and/or (b) assigning 
Sublandlord's rights under the Master Lease to Subtenant to the extent 
necessary to permit Subtenant to institute legal proceedings against Master 
Landlord in order to obtain the performance of Master Landlord's obligations 
under the Master Lease.

     8.   ASSIGNMENT AND SUBLETTING.   Subtenant may not assign, sublet, 
transfer, pledge, hypothecate or otherwise encumber the Subleased Premises, 
in whole or in part, or permit the use or occupancy of the Subleased Premises 
by anyone other than Subtenant unless Sublandlord has obtained Sublandlord's 
consent thereto (which shall not be unreasonably withheld) and the consent of 
Master Landlord.  Regardless of Sublandlord's consent, no subletting or 
assignment shall release Subtenant from its obligations hereunder.

     9.   PARKING.   Subtenant shall have the right to use one hundred 
eighty-four (184) parking spaces in common with other occupants of the 
Building and the project of which the Building is a part.
       
    10.   NOTICES.   The addresses specified in the Master Lease for receipt 
of notices to each of the parties are deleted and replaced with the following:

                     TO SUBLANDLORD AT:    the Master Lease Premises
                                           Attn:  Director of Operations

                     TO SUBTENANT AT:      the Subleased Premises
                                           Attn:  General Counsel

     11.   BROKERS.   Each party hereto represents and warrants that it has 
dealt with no broker in connection with this Sublease and the transactions 
contemplated herein other than Cornish & Carey.  Each party shall indemnify, 
protect, defend and hold the other party harmless from all costs and expenses 
(including reasonable attorneys' fees) arising from or relating to a breach 
of the foregoing representation and warranty.

     12.   AUTHORITY.  Sublandlord hereby warrants and represents that it is 
a corporation, duly authorized and in good standing under the laws of the 
State of Delaware and has the power to execute and deliver this Sublease.  
The persons signing on behalf of the Sublandlord hereby represent and warrant 
that they are the duly authorized representatives of the Sublandlord and have 
the power and authority to bind the Sublandlord.  Subtenant hereby warrants 
and represents that it is a corporation, duly authorized and in good standing 
under the laws of the State of



Delaware and has the power to execute and deliver this Sublease.  The persons 
signing on behalf of the Subtenant hereby represent and warrant that they are 
the duly authorized representatives of the Subtenant and have the power and 
authority to bind the Subtenant.

     13.   NO ANIMALS.  Subtenant shall not permit any animals to be brought 
into the Premises, the Building or the common areas of the project of which 
the Building is a part.

     14.   COUNTERPARTS.   This Sublease may be executed in two (2) or more 
counterparts, each of which shall be deemed an original but when taken 
together shall constitute one and the same instrument.


                 (Remainder of Page Intentionally Left Blank)



     IN WITNESS WHEREOF, the parties have executed this Sublease as of the 
date first written above.

SUBLANDLORD:

LIBERATE TECHNOLOGIES, 
a Delaware corporation

By:             /S/  MITCHELL KERTZMAN
                ----------------------
Print Name:          Mitchell Kertzman

[CORPORATE APPROVAL STAMP]

Its:            President



By:             /S/  GORDON YAMATE
                ----------------------
                     Gordon Yamate

Its:            Secretary

[CORPORATE APPROVAL STAMP]



SUBTENANT:

CHARITABLEWAY.COM, INC.,
a Delaware corporation


By:             /s/ WILLIAM P. MOUNTALOS
                ----------------------
Print Name:         William P. Mountalos

Its:            President



By:              /s/ JAMES C. REDMOND
                ----------------------
Print Name:          James C. Redmond

Its:            Secretary



                                       EXHIBIT A

                                      MASTER LEASE