Cooperation Agreement - Intel Corp. and Liberate Technologies


                               COOPERATION AGREEMENT

This Amended and Restated Cooperation Agreement (the 'Agreement') between Intel
Corporation with an address of 2200 Mission College Blvd. Santa Clara, CA 95052
('lntel') and Liberate Technologies (formerly Network Computer, Inc.) with an
address of 1000 Bridge Parkway, Redwood Shores, CA 94065 ('Liberate') is
effective as of July 1, 1999.  This Agreement amends, restates, and supercedes
in its entirety the Cooperation Agreement between Intel and Liberate dated
January 31, 1999.

                                      RECITALS

Intel is developing reference designs for certain computing devices described in
Exhibit A-2.  Intel seeks the counsel, advice, and input of Liberate.  Intel is
further willing to provide Liberate with certain assistance in the development
of its software as described below. Liberate is developing a reference design
for a computing device described in Exhibit A-2.  The parties further wish to
cooperate in the development and promotion of a specification for certain
computing devices described in Exhibit A-2.

Therefore the parties hereby agree as follows:

1.     DEFINITIONS. 

       1.1.   Capitalized terms used herein shall have the meanings ascribed to
              them in Exhibit A-1.

2.     INTEL OBLIGATIONS

       2.1.   REFERENCE DESIGN DEVELOPMENT:  Intel intends to create or have
              created certain Reference Designs as described in Exhibit A-2. 
              The parties intend that these Reference Designs shall provide
              alternative designs as mutually agreed so that products could be
              built in conformance with certain standards or specifications as
              described in Exhibit A-2, subject to Intel's approval.
              
       2.2.   MARKETING ASSISTANCE:  Intel will consider including Liberate and
              OEMs who agree to build products which are fully compliant with
              the Intel Reference Design in marketing programs as more fully
              described in Exhibit B.

       2.3.   Intel shall provide to Liberate (i) a reasonable number of units
              of prototypes that implement the Intel Reference Design, (ii)
              reasonable engineering support to assist Liberate in meeting its
              development obligations hereunder, and (ii) a reasonable number of
              copies of the necessary software development kit(s) and reasonable
              support for the optimizations required in Section 3.1.1.

3.     LIBERATE OBLIGATIONS

       3.1.   LIBERATE SOFTWARE DEVELOPMENT: Liberate's obligations under this
              Section 3.1 shall be limited to the twelve (12) man-years
              described in Section 6.1 below.  Any Liberate obligation under
              this Section 3.1 may be fulfilled by Liberate, or an Liberate
              contractor that is pre approved in writing by Intel, and that is
              bound by confidentiality obligations at least as strict as those
              of Section 13.

              3.1.1. Optimization of Liberate Software: Liberate shall use
                     commercially reasonable efforts to develop and optimize the
                     Liberate Software to be compatible with the Reference
                     Design and according to Exhibit A, subject to Intel's
                     obligation under Section 2.1 above. 70 man months will be
                     charged to the 12 man-year maximum set forth above for the
                     work under this Section 3.1.1.
       
              3.1.2. Translation and Localization of Liberate Software:
                     Liberate will translate and localize the Liberate Software
                     as provided in Section III of Exhibit A. No more than 56
                     man-months from this Agreement will be charged to the 12
                     man-year maximum set forth above, and Liberate shall have
                     no obligation under this Agreement to expend more than 56
                     man months on such translation and localization, 


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                     even if that is insufficient to complete the task.

              3.1.3. Other NRE Projects: Liberate and Intel will discuss the
                     feasibility of certain additional NRE projects described in
                     Exhibit C. If the parties agree that such projects are
                     feasible, then the parties will negotiate a statement of
                     work pursuant to Section 4.4. If the parties do not agree
                     that Liberate will complete such additional projects, or if
                     such additional projects do not exhaust the NRE reserved 
                     for this Section 3.1.3, then the parties will negotiate in
                     good faith to identify and complete other projects using
                     the NRE reserved for this Section 3.1.3. 18 man-months, 
                     plus any man-months not actually used for the work required
                     by Section 3.1.2, will be reserved for the work to be done
                     under this Section 3.1.3.
       
              3.1.4. Liberate Reference Design: Liberate shall designate
                     sufficient engineering resources to create or have created 
                     a Reference Design as described in Exhibit A-2. Such
                     Reference Design shall include the features set forth on
                     Exhibit A and Exhibit A-2. The amount of NRE to be charged
                     to the 12 man-year maximum for the work to be completed
                     under this Section 3.1.4 has been included in the man 
                     months reserved for Section 3.1.1.
       
              3.1.5. Prototypes and Other Items: Liberate will provide Intel
                     with a reasonable number of prototypes based on the 
                     Liberate Reference Design at a price no greater than
                     Liberate's cost for the prototypes. In addition, Liberate
                     shall provide a reasonable number of copies of the 
                     necessary hardware and software development kit(s) and
                     reasonable support for the demonstration, testing, 
                     debugging and support in porting of the Liberate Software 
                     as required by this Agreement.
       
       3.2.   REFERENCE DESIGN DEVELOPMENT SUPPORT:  Liberate shall designate
              reasonable engineering support to assist Intel in Intel's
              development of the Intel Reference Design.  Liberate shall provide
              existing systems, services, and tools which Intel reasonably
              requires for its Intel Reference Design development efforts
              hereunder, including access to Liberate's internal test
              facilities.  Liberate shall provide such assistance at no cost to
              Intel.

       3.3.   REFERENCE DESIGN REVIEW:  Liberate shall evaluate draft versions
              of the Intel Reference Design and provide timely suggestions for
              improvement.  Intel shall be free to incorporate Liberate's
              suggestions into the Intel Reference Design.

       3.4.   TRADE SECRETS:  Liberate shall not assert any trade secret claim
              related to the Intel Reference Design that is incorporated into
              the Intel Reference Design as a result of Liberate's suggestions
              hereunder or as a result of Liberate's work under Sections 3.2 and
              3.3.  Intel shall not assert any trade secret claim related to the
              Liberate TV Navigator that is incorporated into the Liberate TV
              Navigator as a result of Intel's assistance hereunder.

4.     MUTUAL OBLIGATIONS

       4.1.   MARKETING:  Intel and Liberate shall participate in joint customer
              calls as mutually agreed and Intel shall showcase Liberate
              Software publicly in Intel's discretion.  Liberate shall showcase
              the Intel Reference Design publicly in Liberate's discretion.  The
              parties shall each assign a marketing manager to implement a joint
              marketing program to evangelize the capabilities of the Intel
              Reference Design and the Liberate Software.  Such marketing
              program shall be mutually agreed upon by the parties.
              
       4.2.   TRADESHOWS:  Intel and Liberate shall participate together at
              consumer-oriented trade shows such as Comdex, CES and CeBIT,
              provided Intel allocates booth space for Liberate at such trade
              shows.  Such allocation shall be in Intel's sole discretion but
              will not be unreasonably withheld.
              
       4.3.   TRADEMARKS:  Should Intel or Liberate  wish to utilize each
              other's respective logos on marketing collateral regarding the
              devices described in Exhibit A-2, such party shall request
              approval by the other.


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       4.4.   STATEMENTS OF WORK:  The parties will work together to complete
              statements of work describing the work to be done under this
              Agreement.  Such statements of work will include detailed
              technical information, feature requirements, tools requirements,
              and other information necessary to provide a comprehensive
              description of the end product.  The statements of work will be
              completed and provided to Intel by Liberate no later than the
              dates listed in the schedule in Exhibit D.

       4.5.   PROMOTION:  Following timely and satisfactory completion of the
              Intel Reference Design, both parties agree to consider actively
              promoting the Intel Reference Design (including the Liberate
              Software) to OEMs and network operators as described in Exhibit B.

5.     OWNERSHIP. 

       5.1.   The parties' ownership rights shall be as described in Exhibit E.

6.     PAYMENTS

       6.1.   DEVELOPMENT FUNDING:  Intel agrees to fund the software team with
              the amount set forth in Exhibit F in engineering funds to cover up
              to 12 man years of Liberate Software development effort through
              12/31/2000.

       6.2.   PAYMENT TO INTEL:  In consideration of Intel's development funding
              hereunder, Liberate agrees to pay to Intel a payment as described
              in Exhibit F.
                
       6.3.   All Liberate payment obligations under this section 6 shall cease
              upon the four year anniversary of the initial commercial shipment
              of an implementation of the Reference Design.

       6.4.   Reports and Payment.  Within thirty (30) days following the end of
              each calendar quarter, Liberate shall wire transfer the full
              amount of payment due with respect to such quarter to an account
              specified by Intel.  Simultaneously with paying such payments,
              Liberate shall submit a report, in a form reasonably acceptable to
              Intel, which shall be certified by an authorized representative of
              Liberate and which will state, by Liberate Software, the number of
              each such product sold or otherwise disposed of during such
              quarter, the Net Revenues attributed thereto and the payments due
              to Intel thereon.

       6.5.   Withholding Tax.  All payments shall be made free and clear
              without deduction for any and all present and future taxes imposed
              by any taxing authority.  In the event that Liberate is prohibited
              by law from making such payments unless such deductions are made
              or withheld therefrom, then Liberate shall pay such additional
              amounts as are necessary in order that the net amounts received by
              Intel, after such deduction or withholding, equal the amounts
              which would have been received if such deduction or withholding
              had not occurred.  Liberate shall promptly furnish Intel with a
              copy of an official tax receipt or other appropriate evidence of
              any taxes imposed on payments made under this Agreement, including
              taxes on any additional amounts paid.  In cases involving taxes or
              duties imposed by any taxing authority on or with respect to this
              Agreement other than (1) taxes referred to above and (2) income
              taxes imposed on Intel for payments received from Liberate under
              this Agreement, including but not limited to sales and use taxes,
              stamp taxes, value added taxes, property taxes, the costs of such
              taxes or duties shall be borne by Liberate. In the event that such
              taxes or duties are legally imposed initially on Intel or Intel is
              later assessed by any taxing authority, then Intel will be
              promptly reimbursed by Liberate for such taxes or duties plus any
              interest and penalties suffered by Intel.  This clause shall
              survive the termination of the Agreement. 

       6.6.   Late Payment.  Liberate agrees that any payments required under
              the terms of this Agreement which are not paid when due will
              accrue interest at the prime lending rate established by Citibank,
              New York, commencing forty-five (45) days after the due date as
              established by this Agreement. The right to collect interest on
              such late payments shall be in addition to any other rights that
              Intel may have.


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       6.7.   Audit Rights.  Liberate agrees to make and to maintain until the
              expiration of three (3) years after each payment under this
              Agreement is due, sufficient books, records and accounts regarding
              Liberate's manufacturing and sales activities in order to
              calculate and confirm Liberate's royalty obligations hereunder. 
              Intel shall have the right not more than once every twelve (12)
              months to have an independent certified public accountant
              reasonably acceptable to Liberate, examine such books, records and
              accounts, upon reasonable notice and during Liberate's normal
              business hours, to verify Liberate's reports on the amount of
              payments made to Intel under this Agreement.  If any such
              examination discloses a shortfall or overpayment in the fees due
              to Intel hereunder, the appropriate party shall reimburse the
              other party for the full amount of such shortfall or overpayment. 
              Should the audit discover any errors or omissions by Liberate
              which result in Liberate underpaying Intel by more than five
              percent (5%) of the amounts due with respect to any particular
              quarter being audited, Liberate shall reimburse Intel for the
              costs of such audit.

7.     LICENSES

       7.1.   This Agreement does not grant Liberate or Intel any license under
              any of  the other party's patents, copyrights, trademarks or other
              intellectual property rights in any materials provided by such
              other party.
              
       7.2.   The parties shall negotiate in good faith an OEM license agreement
              granting Intel the right to distribute the Liberate Software in
              conjunction with hardware in conjunction with hardware
              implementing the Reference Design.  Liberate shall place the
              source code for Liberate Software in escrow for Intel's access in
              the event of Liberate's bankruptcy, subject to the terms of the
              separate escrow agreement dated November 6, 1997.

8.     PUBLIC RELATIONS

       8.1.   Any press releases or announcements by either party related to
              this Agreement must be approved by the other party in writing
              prior to publication.

9.     PROGRAM MANAGEMENT

       9.1.   Each party will appoint a program manager to serve as the primary
              contact for the respective parties.  The program managers will
              prepare a joint monthly report in order to monitor progress of the
              Agreement.  Further, quarterly executive reviews will be held
              between the two parties.

10.    WARRANTY DISCLAIMER

       10.1.        ALL MATERIALS AND PRODUCTS PROVIDED BY EITHER PARTY TO THE
              OTHER HEREUNDER ARE PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY
              KIND. EACH PARTY SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
              MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY
              WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT
              OF ANY THIRD PARTY OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL OR
              SPECIFICATION.

11.    LIMITATION OF LIABILITY

       11.1.        IN NO EVENT SHALL INTEL OR LIBERATE HAVE ANY LIABILITY TO  
              THE OTHER PARTY, OR ANY THIRD PARTY, FOR ANY INDIRECT,
              SPECULATIVE, CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES
              HEREUNDER INCLUDING WITHOUT LIMITATION, DAMAGES DUE TO LOST
              PROFITS, LOSS OF ANTICIPATED USE, OR THE INABILITY TO USE ANY OF
              THE MATERIALS PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER,
              UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, AND WHETHER OR
              NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
              DAMAGE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON
              POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING


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              CONSIDERATION UNDER THIS AGREEMENT.

12.    TERM AND TERMINATION

       12.1.        Unless otherwise terminated hereunder, this Agreement shall
              continue until the four (4) year anniversary of the initial
              commercial shipment of an implementation of the Reference Design
              by Intel or an Intel licensee.  In the event either party breaches
              a material term of this Agreement, the other party may terminate
              this Agreement upon sixty (60) days written notice to the
              breaching party unless such breaching party cures the material
              breach set forth in such written notice during the sixty (60) day
              period following receipt of such written notice. Sections 1, 3.4,
              5, 6, 7.1, 10, 11, 12, 13, and 14  shall survive any termination
              or expiration of this Agreement.

13.    CONFIDENTIALITY

       13.1.        Until any component of the Intel Reference Design is 
              published by Intel as a final Reference Design, Liberate shall
              maintain the Intel Reference Design in confidence with at least
              the same degree of care that it uses to protect its own
              confidential and proprietary information, but no less than a
              reasonable degree of care under the circumstances and will
              neither disclose nor copy the Intel Reference Design except as
              necessary for its employees with a need to know. Any copies which
              are made will be marked 'confidential'. Unless the parties agree
              otherwise, this obligation of confidentiality will expire five
              (5) years from the date of disclosure to Liberate. Liberate will
              not, however, be liable for the disclosure of any information
              which is:

              a) rightfully in the public domain other than by Liberate breach
                 of a duty:

              b) rightfully received from a third party without any obligation
                 of confidentiality; or

              c) rightfully known to Liberate without any limitation on use or
                 disclosure prior to its receipt from Intel; or

              d) independently developed by employees of Liberate without
                 access to the disclosed information; or

              e) rightfully disclosed as required by law.

       13.2.        Intel shall maintain the Liberate Software in confidence 
              with at least the same degree of care that it uses to protect its
              own confidential and proprietary information, but no less than a
              reasonable degree of care under the circumstances and will not
              disclose the Liberate Software except as necessary for its
              employees with a need to know. Unless the parties agree
              otherwise, this obligation of confidentiality will expire five
              (5) years from the date of disclosure to Intel. Intel will not,
              however, be liable for the disclosure of any information which
              is:

              a) rightfully in the public domain other than by Intel breach of
                 a duty:

              b) rightfully received from a third party without any obligation
                 of confidentiality; or

              c) rightfully known to Intel without any limitation on use or
                 disclosure prior to its receipt from Liberate; or

              d) independently developed by employees of Intel without access
                 to the disclosed information; or

              e) rightfully disclosed as required by law.

       13.3.        Neither party may disclose the content of this Agreement 
              without the prior written consent of the other party.

14.    GENERAL

       14.1.        All notices and requests required or made under this 
              Agreement must be in writing and will be deemed given if
              personally delivered, including delivery by overnight messenger,
              or if mailed postage prepaid, certified or registered mail to the
              addresses listed above or to such other address as may be
              noticed. All notices shall be marked to the attention of the
              General Counsel of the respective party.


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       14.2.        Nothing in this Agreement will be construed to make us 
              partners or joint ventures or to make either of us liable for the
              obligations, acts, omissions, or activities of the other.

       14.3.        This Agreement will not restrict either party from 
              developing, acquiring and marketing any products, services, and
              materials that are competitive with the products, services or
              materials described herein. Nor shall this Agreement prevent
              either party from working with others to develop specifications
              or technologies similar to those described herein.

       14.4.        Any change, modification or waiver to this Agreement must be
              in writing and signed by an authorized representative of each
              party. Such changes, modifications or waivers cannot be approved
              by the project manager.

       14.5.        This Agreement is the entire agreement between us with 
              respect to matters contained herein, and supersedes all prior or
              contemporaneous agreements and negotiations with respect to those
              matters. No waiver of any breach or default shall constitute a
              waiver of any subsequent breach or default.

       14.6.        In the event any material or product provided by either 
              party hereunder is exported from the United States or
              exported/re-exported from a foreign destination by either party,
              such party shall ensure that such distribution and
              export/re-export is in compliance with all laws, regulations,
              orders or other restrictions of the US Export Administration
              Regulations. Each party agrees that neither it nor any of its
              subsidiaries will export/re-export any such material or products
              directly or indirectly to any country for which the United States
              government or any agencies thereof requires an export license or
              other government approval without first obtaining such license or
              approval.

       14.7.        Regardless of which of us may have drafted this Agreement, 
              no rule of strict construction shall be applied against either of
              us. If any provision of this Agreement is determined by a court
              to be unenforceable, we will deem the provision to be modified to
              the extent necessary to allow it to be enforced to the extent
              permitted by law, or if it cannot be modified, the provision will
              be severed and deleted from this Agreement, and the remainder of
              the Agreement will continue in effect.

       14.8.        Any claim arising under or relating to this Agreement shall 
              be governed by the internal substantive laws of the State of
              California or federal courts located in California without regard
              to principles of conflict of laws.





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       14.9.        This Agreement may be executed in counterparts, each of 
              which shall be deemed an original, but both of which together
              shall constitute one and the same instrument.

AGREED

INTEL CORPORATION                                LIBERATE TECHNOLOGIES


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Printed Name                                     Printed Name
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