Stockholders Agreement - Network Computer Inc., Oracle Corp. and Navio Communications Inc.


                           NETWORK COMPUTER, INC.

                           STOCKHOLDERS AGREEMENT

         This Stockholders Agreement (the 'AGREEMENT') is made as of August 
11, 1997 by and among Network Computer, Inc., a Delaware corporation (the 
'COMPANY'), Oracle Corporation, a Delaware corporation ('ORACLE'), and the 
parties listed on EXHIBIT A hereto (each a 'NAVIO STOCKHOLDER' and 
collectively, the 'NAVIO STOCKHOLDERS'), each of which is presently a 
stockholder of Navio Communications, Inc., a Delaware corporation ('NAVIO'). 
Oracle and the Navio Stockholders are sometimes collectively referred to 
herein as the 'STOCKHOLDERS.'

                                   RECITALS

         A.   The Company and Navio have entered into an Agreement and Plan 
of Merger dated as of May 16, 1997 (the 'MERGER AGREEMENT') pursuant to which 
Navio will be merged (the 'MERGER') with and into the Company upon and 
subject to the terms and conditions set forth therein.

         B.   Oracle is the sole stockholder of the Company. Upon 
consummation of the Merger, each of the Navio Stockholders will become 
stockholders of the Company.

         C.   Certain parties hereto are also parties to a Put/Call and 
Voting Agreement of even date herewith (the 'PUT/CALL AND VOTING AGREEMENT') 
with certain other holders of equity interests in Navio, which agreement is 
related in certain respects to this Agreement.

         D.   The Company and the Stockholders each desire to provide for 
certain agreements and understandings with respect to the ownership and 
transfer of shares of the Company's capital stock as well as for certain 
agreements with respect to certain matters relating to the governance of the 
Company following consummation of the Merger.

                                   AGREEMENT

         The parties hereby agree as follows:

              1.   REGISTRATION RIGHTS. The Company and the Stockholders 
covenant and agree as follows:

                   1.1  DEFINITIONS.  For purposes of this Agreement:

                        (a)  All capitalized terms used in this Agreement and 
not otherwise defined shall have the meanings given to them in the Merger 
Agreement.

                        (b)  The terms 'REGISTER,' 'REGISTERED' and 
'REGISTRATION' refer to a registration effected by preparing and filing a 
registration statement or similar document in





compliance with the Securities Act of 1933, as amended (the 'ACT'), and the 
declaration or ordering of effectiveness of such registration statement or 
document;

                        (c)  The term 'REGISTRABLE SECURITIES' means (i) the 
shares of Common Stock issuable or issued upon conversion of the Series A 
Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series 
C Preferred Stock or Series C-1 Preferred Stock, as the case may be (such 
shares of Common Stock are collectively referred to hereinafter as the 
'STOCK'), and (ii) any other shares of Common Stock of the Company issued as 
(or issuable upon the conversion or exercise of any warrant, right or other 
security that is issued as) a dividend or other distribution with respect to, 
or in exchange for or in replacement of, the Stock; PROVIDED, HOWEVER, that 
the foregoing definition shall exclude in all cases any Registrable 
Securities sold by a person in a transaction in which his or her rights under 
this Agreement are not assigned. Notwithstanding the foregoing, Common Stock 
or other securities shall only be treated as Registrable Securities if and so 
long as they have not been (A) sold to or through a broker or dealer or 
underwriter in a public distribution or a public securities transaction, or 
(B) sold in a transaction exempt from the registration and prospectus 
delivery requirements of the Act under Section 4(1) thereof in which all 
transfer restrictions, and restrictive legends with respect thereto, if any, 
are removed upon the consummation of such sale;

                        (d)  The term 'HOLDER' means any person that is a 
Stockholder and who owns or has the right to acquire Registrable Securities 
or any permitted assignee thereof;

                        (e)  The term 'TEN PERCENT HOLDER' means any Holder 
that as of the date of measurement beneficially owns, together with its 
affiliates, ten percent or more of the Fully Diluted Equity of the Company;

                        (f)  The term 'FIVE PERCENT HOLDER' means any Holder 
that as of the date of measurement beneficially owns, together with its 
affiliates, five percent or more of the Fully Diluted Equity of the Company;

                        (g)  The term 'FULLY DILUTED EQUITY,' as of any date 
of measurement, shall refer to (i) the number of shares of Common Stock 
issued and outstanding as of such date, PLUS (ii) the number of shares of 
Common Stock issuable upon conversion of any shares of Series A Preferred 
Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C 
Preferred Stock and/or Series C-1 Preferred Stock issued and outstanding as 
of such date, plus (iii) any shares of Common Stock issuable upon the 
conversion or exercise of any warrant, option, right or other convertible 
security issued and outstanding as of such date;

                        (h)  The term 'FORM S-3' means such form under the 
Act as in effect on the date hereof or any successor form under the Act; and

                        (i)  The term 'SEC' means the Securities and Exchange 
Commission.


                                      -2-



                   1.2  REQUEST FOR REGISTRATION.

                        (a)  If the Company shall receive at any time after 
June 30, 1998 and at such time as both of the following circumstances shall 
exist: (i) the Company shall have generated total revenues of at least 
$25,000,000 for the 12 consecutive month period ending on the last day of the 
calendar month immediately prior to such time and (ii) the Company's income 
from operations, calculated in accordance with generally accepted accounting 
principles ('GAAP') and on a basis consistent with the Company's past 
practices and procedures, shall have been greater than zero for the two most 
recent fiscal quarters immediately prior to such time, a written request from 
Holders of more than 20% percent of the Registrable Securities outstanding on 
that date that the Company file a registration statement under the Act 
covering the registration of at least thirty percent of the Registrable 
Securities then outstanding, then the Company shall, within ten days of the 
receipt thereof, give written notice of such request to all Holders and 
shall, subject to the limitations of subsection 1.2(b), use its reasonable 
efforts to effect as soon as practicable, and in any event within 90 days of 
the receipt of such request, the registration under the Act of all 
Registrable Securities which the Holders request to be registered within 20 
days of the mailing of such notice by the Company in accordance with Section 
3.6.

                        (b)  If the Holders initiating the registration 
request hereunder ('INITIATING HOLDERS') intend to distribute the Registrable 
Securities covered by their request by means of an underwriting, they shall 
so advise the Company as a part of their request made pursuant to this 
Section 1.2 and the Company shall include such information in the written 
notice referred to in subsection 1.2(a). The underwriter will be selected by 
a majority in interest of the Initiating Holders (calculated based upon the 
number of Registrable Securities beneficially owned by each Initiating Holder 
at the time the request shall be made) and shall be reasonably acceptable to 
the Company and Oracle. In such event, the right of any Holder to include 
such Holder's Registrable Securities in such registration shall be 
conditioned upon such Holder's participation in such underwriting and the 
inclusion of such Holder's Registrable Securities that are to be sold in such 
offering in the underwriting (unless otherwise mutually agreed by a majority 
in interest of the Initiating Holders and such Holder) to the extent provided 
herein. All Holders proposing to distribute their securities through such 
underwriting shall (together with the Company as provided in subsection 
1.4(e)) enter into an underwriting agreement in customary form with the 
underwriter or underwriters selected for such underwriting in accordance with 
the foregoing. Notwithstanding any other provision of this Section 1.2, if 
the underwriter advises the Company and the Initiating Holders in writing 
that marketing factors require a limitation of the number of shares to be 
underwritten, then the Company shall so advise all Holders of Registrable 
Securities that would otherwise be underwritten pursuant hereto, and the 
number of shares of Registrable Securities that may be included in the 
underwriting shall be allocated among all Holders thereof, in each case in 
proportion (as nearly as practicable) to the amount of Registrable Securities 
of the Company owned by each Holder electing to participate in the 
underwriting; provided, however, that the Registrable Securities to be 
included in such Underwriting shall not be reduced unless all securities 
(other than Registrable Securities) are first entirely excluded from the 
underwriting.


                                      -3-



                        (c)  Notwithstanding the foregoing, if the Company 
shall furnish to Holders requesting a registration statement pursuant to this 
Section 1.2, a certificate signed by the President of the Company stating 
that in the good faith judgment of the Board of Directors of the Company it 
would be seriously detrimental to the Company and its stockholders for such 
registration statement to be filed and it is therefore essential to defer the 
filing of such registration statement, the Company shall have the right to 
defer such filing for a period of not more than 120 days after receipt of the 
request of the Initiating Holders; PROVIDED, HOWEVER, that the Company may 
not utilize this right more than once in any twelve-month period.

                        (d)  In addition, the Company shall not be obligated 
to effect, or to take any action to effect, any registration pursuant to this 
Section 1.2:

                             (i)  After the Company has effected one 
registration pursuant to this Section 1.2 and such registration shall have 
been declared or ordered effective; or

                             (ii)  During the period starting with the date 
60 days prior to the Company's good faith estimate of the date of filing of, 
and ending on a date 180 days after the effective date of, a registration 
subject to Section 1.3 hereof; PROVIDED that the Company is actively 
employing in good faith all reasonable efforts to cause such registration 
statement to become effective.

                   1.3  COMPANY REGISTRATION. If (but without any obligation 
to do so) the Company proposes to register (including for this purpose a 
registration effected by the Company for stockholders other than the Holders) 
any of its capital stock under the Act in connection with the public offering 
of such securities solely for cash (other than (i) a registration relating 
solely to the sale of securities to participants in a Company stock plan or a 
transaction covered by Rule 145 under the Act, (ii) a registration in which 
the only stock being registered is Common Stock issuable upon conversion of 
debt securities which are also being registered, or (iii) any registration on 
any form which does not include substantially the same information as would 
be required to be included in a registration statement covering the sale of 
the Registrable Securities), the Company shall, at such time, promptly give 
each Holder written notice of such registration. Upon the written request of 
each Holder given within 20 days after mailing of such notice by the Company 
in accordance with Section 3.6, the Company shall, subject to the provisions 
of Section 1.8, cause to be registered under the Act all of the Registrable 
Securities that each such Holder has requested to be registered.

                   1.4  OBLIGATIONS OF THE COMPANY. Whenever required under 
this Section 1 to effect the registration of any Registrable Securities, the 
Company shall, as expeditiously as reasonably possible:

                        (a)  Prepare and file with the SEC a registration 
statement with respect to such Registrable Securities and use its reasonable 
efforts to cause such registration statement to become effective, and, upon 
the request of the Holders of a majority of the Registrable Securities 
registered thereunder, keep such registration statement effective for up to 
120 days.


                                      -4-



                        (b)  Prepare and file with the SEC such amendments 
and supplements to such registration statement and the prospectus used in 
connection with such registration statement as may be necessary to comply 
with the provisions of the Act with respect to the disposition of all 
securities covered by such registration statement for up to 120 days.

                        (c)  Furnish to the Holders such numbers of copies of 
a prospectus, including a preliminary prospectus, in conformity with the 
requirements of the Act, and such other documents as they may reasonably 
request in order to facilitate the disposition of Registrable Securities 
owned by them.

                        (d)  Use its reasonable efforts to register and 
qualify the securities covered by such registration statement under such 
other securities or Blue Sky laws of such jurisdictions as shall be 
reasonably requested by the Holders, PROVIDED that the Company shall not be 
required in connection therewith or as a condition thereto to qualify to do 
business or to file a general consent to service of process in any such 
states or jurisdictions.

                        (e)  In the event of any underwritten public 
offering, enter into and perform its obligations under an underwriting 
agreement, in usual and customary form, with the managing underwriter of such 
offering. Each Holder participating in such underwriting shall also enter 
into and perform its obligations under such an agreement.

                        (f)  Notify each Holder of Registrable Securities 
covered by such registration statement at any time when a prospectus relating 
thereto is required to be delivered under the Act of the happening of any 
event as a result of which the prospectus included in such registration 
statement, as then in effect, includes an untrue statement of a material fact 
or omits to state a material fact required to be stated therein or necessary 
to make the statements therein not misleading in the light of the 
circumstances then existing, such obligation to continue for 120 days.

                        (g)  Cause all such Registrable Securities registered 
pursuant hereunder to be listed on the securities exchange or market chosen 
by the Company and reasonably acceptable to Oracle.

                        (h)  Provide a transfer agent and registrar for all 
Registrable Securities registered pursuant hereunder and a CUSIP number for 
all such Registrable Securities, in each case not later than the effective 
date of such registration.

                        (i)  Use its reasonable efforts to furnish, at the 
request of any Holder requesting registration of Registrable Securities 
pursuant to this Section 1, on the date that such Registrable Securities are 
delivered to the underwriters for sale in connection with a registration 
pursuant to this Section 1, if such securities are being sold through 
underwriters, or, if such securities are not being sold through underwriters, 
on the date that the registration statement with respect to such securities 
becomes effective, (i) an opinion, dated such date, of the counsel 
representing the Company for the purposes of such registration, in form and 
substance as is customarily given to underwriters in an underwritten public 
offering, addressed to the underwriters, if any, and to the Holders 
requesting registration of Registrable Securities and (ii) a


                                      -5-



letter dated such date, from the independent certified public accountants of 
the Company, in form and substance as is customarily given by independent 
certified public accountants to underwriters in an underwritten public 
offering, addressed to the underwriters, if any, and to the Holders 
requesting registration of Registrable Securities.

                   1.5  FURNISH INFORMATION. It shall be a condition 
precedent to the obligations of the Company to take any action pursuant to 
this Section 1 with respect to the Registrable Securities of any selling 
Holder that such Holder shall furnish to the Company such information 
regarding itself, the Registrable Securities held by it, and the intended 
method of disposition of such securities as shall be required in the judgment 
of counsel to the Company to effect the registration of such Holder's 
Registrable Securities. The Company shall have no obligation with respect to 
any registration requested pursuant to Section 1.2 of this Agreement if, as a 
result of the application of the preceding sentence, the number of 
Registrable Securities to be included in the registration does not equal or 
exceed the number of shares required to originally trigger the Company's 
obligation to initiate such registration as specified in subsection 1.2(a).

                   1.6  EXPENSES OF DEMAND REGISTRATION. All expenses other 
than underwriting discounts and commissions incurred in connection with 
registrations, filings or qualifications pursuant to Section 1.2, including 
(without limitation) all registration, filing and qualification fees, 
printers' and accounting fees, fees and disbursements of counsel for the 
Company, and the reasonable fees and disbursements of one counsel for the 
selling Holders selected by them with the approval of the Company, which 
approval shall not be unreasonably withheld, shall be borne by the Company; 
PROVIDED, HOWEVER, that the Company shall not be required to pay for any 
expenses of any registration proceeding begun pursuant to Section 1.2 if the 
registration request is subsequently withdrawn at the request of the Holders 
of a majority of the Registrable Securities to be registered (in which case 
all participating Holders shall bear such expenses), unless the Holders of at 
least 25% of the then outstanding Registrable Securities beneficially owned 
by Holders other than Oracle agree to forfeit their right to one demand 
registration pursuant to Section 1.2.

                   1.7  EXPENSES OF COMPANY REGISTRATION. The Company shall 
bear and pay all expenses incurred in connection with any registration, 
filing or qualification of Registrable Securities with respect to the 
registrations pursuant to Section 1.3 for each Holder (which right may be 
assigned as provided in Section 1.13), including (without limitation) all 
registration, filing, and qualification fees, printers' and accounting fees 
relating or apportionable thereto and the reasonable fees and disbursements 
of one counsel for the selling Holders selected by them with the approval of 
the Company, which approval shall not be unreasonably withheld, but excluding 
underwriting discounts and commissions relating to Registrable Securities.

                   1.8  UNDERWRITING REQUIREMENTS. In connection with any 
offering involving an underwriting of shares of the Company's capital stock, 
the Company shall not be required under Section 1.3 to include any of the 
Holders' securities in such underwriting unless they accept the terms of the 
underwriting as agreed upon between the Company and the underwriters selected 
by it (or by other persons entitled to select the underwriters), and then 
only in such quantity as the underwriters determine in their sole discretion 
will not jeopardize


                                      -6-



the success of the offering by the Company. If the total amount of 
securities, including Registrable Securities, requested by stockholders to be 
included in such offering exceeds the amount of securities sold other than by 
the Company that the underwriters determine in their sole discretion is 
compatible with the success of the offering, then the Company shall be 
required to include in the offering only that number of such securities, 
including Registrable Securities, which the underwriters determine in their 
sole discretion will not jeopardize the success of the offering (the 
securities so included to be apportioned pro rata among the selling 
stockholders according to the total amount of securities entitled to be 
included therein owned by each selling stockholder or in such other 
proportions as shall mutually be agreed to by such selling stockholders) but 
in no event shall (i) the amount of securities of the selling Holders 
included in the offering be reduced below 25% of the total amount of 
securities included in such offering, unless such offering is the initial 
public offering of the Company's securities in which case the selling 
stockholders may be excluded if the underwriters make the determination 
described above and no other stockholder's securities are included or (ii) 
notwithstanding (i) above, any shares being sold by a stockholder exercising 
a demand registration right similar to that granted in Section 1.2 be 
excluded from such offering. For purposes of the preceding parenthetical 
concerning apportionment, for any selling stockholder which is a holder of 
Registrable Securities and which is a partnership or corporation, the 
partners, retired partners and stockholders of such holder, or the estates 
and family members of any such partners and retired partners and any trusts 
for the benefit of any of the foregoing persons shall be deemed to be a 
single 'SELLING STOCKHOLDER,' and any pro-rata reduction with respect to such 
'selling stockholder' shall be based upon the aggregate amount of shares 
carrying registration rights owned by all entities and individuals included 
in such 'selling stockholder,' as defined in this sentence.

                   1.9  DELAY OF REGISTRATION. No Holder shall have any right 
to obtain or seek an injunction restraining or otherwise delaying any such 
registration as the result of any controversy that might arise with respect 
to the interpretation or implementation of this Section 1.

                   1.10  INDEMNIFICATION.  In the event any Registrable 
Securities are included in a registration statement under this Section 1:

                        (a)  To the extent permitted by law, the Company will 
indemnify and hold harmless each Holder, any underwriter (as defined in the 
Act) for such Holder and each person, if any, who controls such Holder or 
underwriter within the meaning of the Act or the Securities Exchange Act of 
1934, as amended (the 'EXCHANGE ACT'), against any losses, claims, damages, 
or liabilities (joint or several) to which they may become subject under the 
Act, the Exchange Act or other federal or state law, insofar as such losses, 
claims, damages, or liabilities (or actions in respect thereof) arise out of 
or are based upon any of the following statements, omissions or violations 
(collectively a 'VIOLATION'): (i) any untrue statement or alleged untrue 
statement of a material fact contained in such registration statement, 
including any preliminary prospectus or final prospectus contained therein or 
any amendments or supplements thereto, (ii) the omission or alleged omission 
to state therein a material fact required to be stated therein, or necessary 
to make the statements therein not misleading, or (iii) any violation or 
alleged violation by the Company of the Act, the Exchange Act, any state 
securities law or any


                                      -7-



rule or regulation promulgated under the Act, the Exchange Act or any state 
securities law; and the Company will pay to each such Holder, underwriter or 
controlling person, as incurred, any legal or other expenses reasonably 
incurred by them in connection with investigating or defending any such loss, 
claim, damage, liability, or action; PROVIDED, HOWEVER, that the indemnity 
agreement contained in this subsection 1.10(a) shall not apply to amounts 
paid in settlement of any such loss, claim, damage, liability, or action if 
such settlement is effected without the consent of the Company (which consent 
shall not be unreasonably withheld), nor shall the Company be liable in any 
such case for any such loss, claim, damage, liability, or action to the 
extent that it arises out of or is based upon a Violation which occurs in 
reliance upon and in conformity with written information furnished expressly 
for use in connection with such registration by any such Holder, underwriter 
or controlling person.

                        (b)  To the extent permitted by law, each selling 
Holder will indemnify and hold harmless the Company, each of its directors, 
each of its officers who has signed the registration statement, each person, 
if any, who controls the Company within the meaning of the Act, any 
underwriter, any other Holder selling securities in such registration 
statement and any controlling person of any such underwriter or other Holder, 
against any losses, claims, damages, or liabilities (joint or several) to 
which any of the foregoing persons may become subject, under the Act, the 
Exchange Act or other federal or state law, insofar as such losses, claims, 
damages, or liabilities (or actions in respect thereto) arise out of or are 
based upon any Violation, in each case to the extent (and only to the extent) 
that such Violation occurs in reliance upon and in conformity with written 
information furnished by such Holder expressly for use in connection with 
such registration; and each such Holder will pay, as incurred, any legal or 
other expenses reasonably incurred by any person intended to be indemnified 
pursuant to this subsection 1.10(b), in connection with investigating or 
defending any such loss, claim, damage, liability, or action; PROVIDED, 
HOWEVER, that the indemnity agreement contained in this subsection 1.10(b) 
shall not apply to amounts paid in settlement of any such loss, claim, 
damage, liability or action if such settlement is effected without the 
consent of the Holder, which consent shall not be unreasonably withheld; 
PROVIDED FURTHER that, in no event shall any indemnity under this subsection 
1.10(b) exceed the net proceeds from the offering received by such Holder, 
except in the case of willful fraud by such Holder.

                        (c)  Promptly after receipt by an indemnified party 
under this Section 1.10 of notice of the commencement of any action 
(including any governmental action), such indemnified party will, if a claim 
in respect thereof is to be made against any indemnifying party under this 
Section 1.10, deliver to the indemnifying party a written notice of the 
commencement thereof and the indemnifying party shall have the right to 
participate in, and, to the extent the indemnifying party so desires, jointly 
with any other indemnifying party similarly noticed, to assume the defense 
thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER, 
that an indemnified party (together with all other indemnified parties which 
may be represented without conflict by one counsel) shall have the right to 
retain one separate counsel, with the reasonable fees and expenses to be paid 
by the indemnifying party, if representation of such indemnified party by the 
counsel retained by the indemnifying party would be inappropriate due to 
actual or potential differing interests between such indemnified party and 
any other party represented by such counsel in such proceeding. The failure 
to deliver written notice to the


                                      -8-



indemnifying party within a reasonable time of the commencement of any such 
action, if prejudicial to its ability to defend such action, shall relieve 
such indemnifying party of any liability to the indemnified party under this 
Section 1.10 to the extent its defense has been prejudiced, but the omission 
so to deliver written notice to the indemnifying party will not relieve it of 
any liability that it may have to any indemnified party otherwise than under 
this Section 1.10.

                        (d)  If the indemnification provided for in this 
Section 1.10 is held by a court of competent jurisdiction to be unavailable 
to an indemnified party with respect to any loss, liability, claim, damage, 
or expense referred to therein, then the indemnifying party, in lieu of 
indemnifying such indemnified party hereunder, shall contribute to the amount 
paid or payable by such indemnified party as a result of such loss, 
liability, claim, damage, or expense in such proportion as is appropriate to 
reflect the relative fault of the indemnifying party on the one hand and of 
the indemnified party on the other in connection with the statements or 
omissions that resulted in such loss, liability, claim, damage, or expense as 
well as any other relevant equitable considerations; PROVIDED, that in no 
event shall any contribution by a Holder under this Subsection 1.10(d) exceed 
the net proceeds from the offering received by such Holder, except in the 
case of willful fraud by such Holder. The relative fault of the indemnifying 
party and of the indemnified party shall be determined by reference to, among 
other things, whether the untrue or alleged untrue statement of a material 
fact or the omission to state a material fact relates to information supplied 
by the indemnifying party or by the indemnified party and the parties' 
relative intent, knowledge, access to information, and opportunity to correct 
or prevent such statement or omission.

                        (e)  Notwithstanding the foregoing, to the extent 
that the provisions on indemnification and contribution contained in the 
underwriting agreement entered into in connection with the underwritten 
public offering are in conflict with the foregoing provisions, the provisions 
in the underwriting agreement shall control.

                        (f)  The obligations of the Company and Holders under 
this Section 1.10 shall survive the completion of any offering of Registrable 
Securities in a registration statement under this Section 1, and otherwise.

                   1.11 REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a 
view to making available to the Holders the benefits of Rule 144 promulgated 
under the Act and any other rule or regulation of the SEC that may at any 
time permit a Holder to sell securities of the Company to the public without 
registration or pursuant to a registration on Form S-3, the Company agrees to:

                        (a)  make and keep public information available, as 
those terms are understood and defined in SEC Rule 144, at all times after 90 
days after the effective date of the first registration statement filed by 
the Company for the offering of its securities to the general public so long 
as the Company remains subject to the periodic reporting requirements under 
Sections 13 or 15(d) of the Exchange Act;


                                      -9-



                        (b)  take such action, including the voluntary 
registration of its Common Stock under Section 12 of the Exchange Act, as is 
necessary to enable the Holders to utilize Form S-3 for the sale of their 
Registrable Securities, such action to be taken as soon as practicable after 
the end of the fiscal year in which the first registration statement filed by 
the Company for the offering of its securities to the general public is 
declared effective;

                        (c)  file with the SEC in a timely manner all reports 
and other documents required of the Company under the Act and the Exchange 
Act; and

                        (d)  furnish to any Holder, so long as the Holder 
owns any Registrable Securities, forthwith upon request (i) a written 
statement by the Company that it has complied with the reporting requirements 
of SEC Rule 144 (at any time after 90 days after the effective date of the 
first registration statement filed by the Company), the Act and the Exchange 
Act (at any time after it has become subject to such reporting requirements), 
or that it qualifies as a registrant whose securities may be resold pursuant 
to Form S-3 (at any time after which it so qualifies), (ii) a copy of the 
most recent annual or quarterly report of the Company and such other reports 
and documents so filed by the Company, and (iii) such other information as 
may be reasonably requested in availing any Holder of any rule or regulation 
of the SEC which permits the selling of any such securities without 
registration or pursuant to such form.

                   1.12 FORM S-3 REGISTRATION. In case the Company shall 
receive from any Holder or Holders a written request or requests that the 
Company effect a registration on Form S-3 and any related qualification or 
compliance with respect to all or a part of the Registrable Securities owned 
by such Holder or Holders, the Company will:

                        (a)  promptly give written notice of the proposed 
registration, and any related qualification or compliance, to all other 
Holders; and

                        (b)  as soon as practicable, effect such registration 
and all such qualifications and compliances as may be so requested and as 
would permit or facilitate the sale and distribution of all or such portion 
of such Holder's or Holders' Registrable Securities as are specified in such 
request, together with all or such portion of the Registrable Securities of 
any other Holder or Holders joining in such request as are specified in a 
written request given within 15 days after receipt of such written notice 
from the Company; provided, however, that the Company shall not be obligated 
to effect any such registration, qualification or compliance, pursuant to 
this Section 1.12: (1) if Form S-3 is not available for such offering by the 
Holders; (2) if the Holders, together with the holders of any other 
securities of the Company entitled to inclusion in such registration, propose 
to sell Registrable Securities and such other securities (if any) at an 
aggregate price to the public (net of any underwriters' discounts or 
commissions) of less than $1,000,000; (3) if the Company shall furnish to the 
Holders a certificate signed by the President of the Company stating that in 
the good faith judgment of the Board of Directors of the Company it would be 
seriously detrimental to the Company and its stockholders for such Form S-3 
Registration to be effected at such time, in which event the Company shall 
have the right to defer the filing of the Form S-3 registration statement for 
a period of not more than 60 days after receipt of the request of the Holder 
or Holders under this Section 1.12; provided, how-


                                      -10-



ever, that the Company shall not utilize this right more than once in any 
twelve month period; (4) if the Company has, within the 12 month period 
preceding the date of such request, already effected two registrations on 
Form S-3 for the Holders pursuant to this Section 1.12; or (5) in any 
particular jurisdiction in which the Company would be required to qualify to 
do business or to execute a general consent to service of process in 
effecting such registration, qualification or compliance.

                        (c)  Subject to the foregoing, the Company shall file 
a registration statement covering the Registrable Securities and other 
securities so requested to be registered as soon as practicable after receipt 
of the request or requests of the Holders. All expenses incurred in 
connection with a registration requested pursuant to Section 1.12, including 
(without limitation) all registration, filing, qualification, printers' and 
accounting fees and the reasonable fees and disbursements of counsel for the 
selling Holder or Holders and counsel for the Company, but excluding any 
underwriters' discounts or commissions associated with Registrable 
Securities, shall be borne by the Company. Registrations effected pursuant to 
this Section 1.12 shall not be counted as demands for registration or 
registrations effected pursuant to Sections 1.2 or 1.3, respectively.

                   1.13 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to 
cause the Company to register Registrable Securities pursuant to this Section 
1 may be assigned (but only with all related obligations) by a Holder to a 
transferee or assignee of Registrable Securities who, immediately following 
such transfer or assignment, is the beneficial owner of at least five percent 
(5%) of the Fully Diluted Equity of the Company, or by a Holder of the 
Company's Series B Preferred Stock in connection with the transfer to a 
single third party of all shares of Series B Preferred Stock held by such 
Holder as of the date of such transfer, provided the Company is, within a 
reasonable time after such transfer, furnished with written notice of the 
name and address of such transferee or assignee and the securities with 
respect to which such registration rights are being assigned; and provided 
further, that such assignment shall be effective only if immediately 
following such transfer the further disposition of such securities by the 
transferee or assignee is restricted under the Act. For the purposes of 
determining the number of shares of Registrable Securities held by a 
transferee or assignee, the holdings of transferees and assignees of a 
partnership who are partners or retired partners of such partnership 
(including spouses and ancestors, lineal descendants and siblings of such 
partners or spouses who acquire Registrable Securities by gift, will or 
intestate succession) shall be aggregated together and with the partnership; 
provided that all assignees and transferees who would not qualify 
individually for assignment of registration rights shall have a single 
attorney-in-fact for the purpose of exercising any rights, receiving notices 
or taking any action under Section 1.

                   1.14 LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From 
and after the date of this Agreement, the Company shall not, without the 
prior written consent of Oracle and the Holders of at least 25% of the then 
outstanding Registrable Securities beneficially owned by Holders other than 
Oracle, enter into any agreement with any holder or prospective holder of any 
securities of the Company which would allow such holder or prospective holder 
(i) to include such securities in any registration filed under Section 1.2 
hereof, unless under the terms of such agreement, such holder or prospective 
holder may include such securities in any such


                                      -11-



registration only to the extent that the inclusion of such holder's 
securities will not reduce the amount of the Registrable Securities of the 
Holders which is included or (ii) to make a demand registration which could 
result in such registration statement being declared effective prior to the 
earlier of the trigger dates contemplated by subsection 1.2(a) or within 180 
days of the effective date of any registration effected pursuant to Section 
1.2.

                   1.15 'MARKET STAND-OFF' AGREEMENT. Each Holder hereby 
agrees that, during the period of duration (up to, but not exceeding, 180 
days) specified by the Company and an underwriter of Common Stock or other 
securities of the Company, following the date of the final prospectus 
distributed in connection with a registration statement of the Company filed 
under the Act, it shall not, to the extent requested by the Company and such 
underwriter, directly or indirectly sell, offer to sell, contract to sell 
(including, without limitation, any short sale), grant any option to purchase 
or otherwise transfer or dispose of (other than to donees who agree to be 
similarly bound) any securities of the Company held by it at any time during 
such period except Common Stock included in such registration; PROVIDED, 
HOWEVER, that:

                        (a)  such agreement shall be applicable only to 
offerings commenced during the one year period following the date of the 
final prospectus distributed pursuant to the first such registration 
statement of the Company that covers Common Stock (or other securities) to be 
sold on its behalf to the public in an underwritten offering; and

                        (b)  all officers and directors of the Company, all 
holders of at least two percent the Fully Diluted Equity of the Company at 
such time, and all other persons with registration rights (whether or not 
pursuant to this Agreement) enter into similar agreements.

                   In order to enforce the foregoing covenant, the Company 
may impose stop-transfer instructions with respect to the Registrable 
Securities of each Holder (and the shares or securities of every other person 
subject to the foregoing restriction) until the end of such period, and each 
Holder agrees that, if so requested, such Holder will execute an agreement in 
the form provided by the underwriter containing terms which are essentially 
consistent with the provisions of this Section 1.15.

                   Notwithstanding the foregoing, the obligations described 
in this Section 1.15 shall not apply to a registration relating solely to 
employee benefit plans on Form S-1 or Form S-8 or similar forms which may be 
promulgated in the future, or a registration relating solely to an SEC Rule 
145 transaction on Form S-4 or similar forms which may be promulgated in the 
future.

                   1.16 TERMINATION OF REGISTRATION RIGHTS. No Holder shall 
be entitled to exercise any right provided for in this Section 1 after the 
earlier of (i) five years following the consummation of the sale of 
securities pursuant to a registration statement filed by the Company under 
the Act in connection with the initial firm commitment underwritten offering 
of its securities to the general public, or (ii) such time (and for so long) 
as Rule 144 or another similar exemption under the Act is available for the 
sale of all of such Holder's shares during a three (3)-month period without 
registration.


                                      -12-



                   1.17 TERMINATION OF PRIOR AGREEMENTS. The parties hereto 
agree that any agreement providing for registration rights for shares of 
capital stock of the Company or Navio similar to those contemplated by this 
Agreement entered into prior to the date hereof between Oracle and the 
Company and between Navio and one or more of the Navio Stockholders, as the 
case may be, will upon consummation of the Merger be terminated in its 
entirety and that at such time the terms of such agreement will be entirely 
superseded by the terms of this Agreement.

                   1.18 APPROVAL OF SUBSEQUENT OFFERINGS. Oracle agrees that 
between the date hereof and December 31, 1999 it will support as a 
stockholder of the Company a registered public offering by the Company of the 
Company's securities at any time during which the Company has satisfied the 
performance conditions provided for in clauses (i) and (ii) of Section 
1.2(a); provided, that such support is at no material cost to Oracle and 
provided, further, that nothing in this Section 1.18 shall obligate any 
Director of the Company designated by Oracle to vote for or otherwise support 
such offering.


              2.   COVENANTS OF THE COMPANY.

                   2.1  DELIVERY OF FINANCIAL STATEMENTS. The Company shall 
deliver to each Five Percent Holder and each Holder of at least 250,000 
shares of the Company's Series B Preferred Stock:

                        (a)  as soon as practicable, but in any event within 
90 days after the end of each fiscal year of the Company, an income statement 
for such fiscal year, a balance sheet of the Company and statement of 
stockholder's equity as of the end of such year, and a statement of cash 
flows for such year, such year-end financial reports to be in reasonable 
detail, prepared in accordance with GAAP and audited and certified by an 
independent public accounting firm of nationally recognized standing selected 
by the Company; and

                        (b)  as soon as practicable, but in any event within 
45 days after the end of each of the first three quarters of each fiscal year 
of the Company, an unaudited income statement, a statement of cash flows for 
such fiscal quarter and an unaudited balance sheet as of the end of such 
fiscal quarter.

                   2.2  RIGHT TO MAINTAIN INTEREST. Subject to the terms and 
conditions specified in this Section 2.2, the Company hereby grants to each 
Ten Percent Holder and each Holder of at least 250,000 shares of the 
Company's Series B Preferred Stock (a 'Series B Holder') a right to maintain 
interest with respect to future sales by the Company of its Shares (as 
hereinafter defined). A Ten Percent Holder who chooses to exercise its right 
to maintain interest may designate as purchasers under such right itself or 
its partners or affiliates in such proportions as it deems appropriate.

                   Each time the Company proposes to offer any shares of, or 
securities convertible into or exercisable for any shares of, any class of 
its capital stock ('SHARES'), the Company shall first make an offering of 
such Shares to each Ten Percent Holder and each Series B Holder in accordance 
with the following provisions:


                                      -13-



                        (a)  The Company shall deliver a notice in accordance 
with Section 3.6 hereof ('NOTICE') to the Ten Percent Holders and Series B 
Holders stating (i) its bona fide intention to offer such Shares, (ii) the 
number of such Shares to be offered, and (iii) the price and terms, if any, 
upon which it proposes to offer such Shares.

                        (b)  Within 15 calendar days after delivery of the 
Notice, the Ten Percent Holder or Series B Holder may elect to purchase or 
obtain, at the price and on the terms specified in the Notice, up to that 
portion of such Shares which equals the proportion that the number of shares 
of Common Stock issued and held, or issuable upon conversion and exercise of 
all convertible or vested and exercisable securities then held, by such Ten 
Percent Holder or Series B Holder bears to the total number of shares of 
Common Stock then outstanding (assuming full conversion and exercise of all 
convertible or vested and exercisable securities).

                        (c)  The Company may, during the 45-day period 
following the expiration of the period provided in subsection 2.2(b) hereof, 
offer the remaining unsubscribed portion of the Shares to any person or 
persons at a price not less than, and upon terms no more favorable to the 
offeree than, those specified in the Notice. If the Company does not enter 
into an agreement for the sale of the Shares within such period, or if such 
agreement is not consummated within 60 days of the execution thereof, the 
right to maintain interest provided hereunder shall be deemed to be revived 
and such Shares shall not be offered unless first reoffered to the Ten 
Percent Holders and Series B Holders in accordance herewith.

                        (d)  The right to maintain interest in this Section 
2.3 shall not be applicable to (i) the issuance or sale of Common Stock (or 
options therefor) to employees, consultants and directors, pursuant to plans 
or agreements approved by the Board of Directors for the primary purpose of 
soliciting or retaining their services, (ii) consummation of a bona fide, 
firmly underwritten public offering of shares of Common Stock, registered 
under the Act pursuant to a registration statement on Form S-1 with proceeds 
of greater than $20,000,000; (iii) the issuance of securities pursuant to the 
conversion or exercise of convertible or exercisable securities; (iv) the 
issuance of securities in connection with a bona fide business acquisition of 
or by the Company, whether by merger, consolidation, sale of assets, sale or 
exchange of stock or otherwise; (v) to the issuance of securities to 
financial institutions or lessors in connection with commercial credit 
arrangements, equipment financings, or similar transactions; (vi) to the 
issuance or sale of securities in connection with the consummation of the 
Merger; (vii) to the issuance of securities that with unanimous approval of 
the Board of Directors of the Company are not offered to any existing 
stockholder of the Company; (viii) the issuance after the date hereof of up 
to 42,909,091 shares of Series A-1 Preferred Stock (less any shares of Series 
A-1 Preferred Stock issued to Oracle prior to the date hereof), at a purchase 
price of $1.10 per share; or (ix) the issuance of shares of Series A-1 
Preferred Stock pursuant to Oracle's right to purchase Series A-1 Preferred 
upon the exercise by any Navio stockholder of dissenters' rights.

                   2.3  CO-SALE RIGHTS.

                        (a)  Subject to the terms of subsection 2.3(c) below, 
in the event that any Stockholder (the 'SELLING STOCKHOLDER') may desire to 
sell any shares of Company


                                      -14-



capital stock held by it, the Selling Stockholder shall first notify all 
other Stockholders in writing of the proposed sale, at least 30 days prior to 
the proposed date thereof, which notice shall contain all material terms of 
the proposed sale, including, without limitation, the name and address of the 
prospective purchaser, the purchase price and terms of payment, the date of 
the proposed sale, and the number of shares to be sold. Within 30 days after 
mailing the notice to the Stockholders, each Stockholder may notify the 
Selling Stockholder of its desire to sell to the prospective purchaser (or at 
such Stockholder's option and demand, to the Selling Stockholder, who hereby 
agrees to purchase in the event that a direct sale from the Selling 
Stockholder to the prospective purchaser is consummated) all or any part of 
the shares of Company capital stock which such Stockholder then holds, 
subject to the next sentence, on the same terms as those on which the Selling 
Stockholder proposed to sell its Company capital stock to the prospective 
purchaser. The maximum number of shares which any Stockholder electing to 
participate in the sale shall be entitled to sell hereunder shall be equal to 
that number obtained by multiplying the total number of shares of Company 
capital stock (on an as-converted basis) being sold by the Selling 
Stockholder by a fraction, the numerator of which is the total number of 
shares of Company capital stock (on an as-converted basis) held by such 
Stockholder at such time, and the denominator of which is the total number of 
such shares held by all Stockholders (on an as-converted basis) at such time. 
If a Stockholder elects to sell to the prospective purchaser, then the 
Selling Stockholder shall assign as much of its interest in the agreement of 
sale with the prospective purchaser as any Stockholder electing to 
participate in the sale shall be entitled to and shall accept hereunder. If 
within 30 days after receipt by the Stockholders of notice from the Selling 
Stockholder of such stockholder's intention to sell to a prospective 
purchaser the Stockholders do not send notice as set forth above, then the 
Selling Stockholder shall be free to sell the stock to such prospective 
purchaser, but only at the time and on the same terms and conditions as 
outlined in the notice sent to the Stockholders; PROVIDED that in the event 
such shares are not sold within 120 days of the date of the notice, they 
shall once again be subject to the right of co-sale provided herein.

                        (b)  The provisions of subsection (a) above shall not 
pertain to or apply to (i) any bona fide pledge of shares of stock made by a 
Stockholder which creates a mere security interest, or (ii) any transfer made 
by a Stockholder which is a partnership to its constituent partners, or by a 
Stockholder which is a corporation to its shareholders, to its parent 
corporation or to a wholly-owned subsidiary corporation, (iii) any bona fide 
transfer to an inter vivos trust for the benefit of the transferring 
Stockholder, or (iv) any bona fide gift to a spouse or direct lineal 
descendant of a Stockholder or a trust for their benefit.

                        (c)  The parties hereto acknowledge that the terms of 
this Section 2.3 are subordinate to the rights contemplated by Section 1 of 
the Put/Call and Voting Agreement and subordinate to the rights contemplated 
by Section 4 of the Put/Call and Voting Agreement. To the extent a 
Stockholder does not elect to have a portion of his or her equity interest in 
the Company purchased under Section 1 of the Put/Call and Voting Agreement 
and to the extent the Ten Percent Holders do not elect to acquire all of the 
shares of Company capital stock being offered by the Stockholder under 
Section 4 of the Put/Call and Voting Agreement, then and only then shall the 
co-sale right contemplated by this Section 2.3 be effective. The


                                      -15-



notice provisions contemplated in this Section 2.3 may be satisfied 
concurrently with and in tandem with the notice provisions contemplated in 
the Put/Call and Voting Agreement.

                   2.4  LIMITED APPROVAL RIGHTS. So long as Oracle shall 
beneficially own at least a majority in interest of the Fully Diluted Equity 
of the Company, the approval of Oracle shall be required for the Company or 
any of its subsidiaries to do or effect any of the following:

                        (a)  any incurrence, assumption or issuance by the 
Company or any of its subsidiaries of any indebtedness for borrowed money 
that when aggregated with the principal amount of all other indebtedness of 
borrowed money of the Company and its subsidiaries at such time exceeds 
$1,000,000; or

                        (b)  the incurrence or entering into by the Company 
or any of its subsidiaries of any operating or capital property or equipment 
lease with a minimum term in excess of two years or which requires the 
Company or its subsidiaries, as the case may be, to make minimum aggregate 
payments thereunder in excess of $ 1,000,000.

                   2.5  RESTRICTIVE LEGENDS. The Stockholders and the Company 
agree that all certificates of stock evidencing the capital stock of the 
Company issued to the Stockholders shall prior to their issuance be endorsed 
as follows for so long as this Agreement shall remain in effect:

                   THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
                   SUBJECT TO AND MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE
                   TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF [CLOSING DATE]
                   BETWEEN THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY,
                   COPIES OF WHICH ARE ON FILE AT THE OFFICES OF THE COMPANY.

                   2.6  TERMINATION OF CERTAIN COVENANTS. The covenants set 
forth in Section 2 shall terminate as to Stockholders and be of no further 
force or effect when the sale of securities pursuant to a registration 
statement filed by the Company under the Act in connection with the firm 
commitment underwritten offering of its securities to the general public is 
consummated or when the Company first becomes subject to the periodic 
reporting requirements of Sections 13 or 15(d) of the Exchange Act, whichever 
event shall first occur.

                   2.7  AGREEMENT TO BE BOUND. As a condition to the 
consummation of any purported transfer of any of the Company's capital stock, 
which transfer complies in all respects with the terms of this Section 2 and 
the Put/Call and Voting Agreement, the transferee of such shares of capital 
stock shall have agreed in writing to be bound by the terms of this Section 2 
and by the terms of the Put/Call and Voting Agreement. The transferor and 
transferee of such shares shall give prompt notice of the transfer and 
deliver a copy of the agreement to be bound to the Company in advance of the 
actual date of transfer.


                                      -16-



              3.   MISCELLANEOUS.

                   3.1  EFFECTIVENESS OF AGREEMENT.  This Agreement shall 
only become effective at the Effective Time (as defined in the Merger 
Agreement).

                   3.2  SUCCESSORS AND ASSIGNS. Except as otherwise provided 
herein, the terms and conditions of this Agreement shall inure to the benefit 
of and be binding upon the respective successors and permitted assigns of the 
parties. Nothing in this Agreement, express or implied, is intended to confer 
upon any party other than the parties hereto or their respective successors 
and assigns any rights, remedies, obligations, or liabilities under or by 
reason of this Agreement, except as expressly provided in this Agreement.

                   3.3  GOVERNING LAW. This Agreement and all acts and 
transactions pursuant hereto shall be governed, construed and interpreted in 
accordance with the laws of the State of Delaware, without giving effect to 
principles of conflicts of laws. All actions and proceedings arising out of 
or relating to this Agreement shall be heard and determined exclusively in 
any California state or federal court sitting in either of San Mateo or San 
Francisco counties.

                   3.4  COUNTERPARTS.  This Agreement may be executed in two 
or more counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument.

                   3.5  TITLES AND SUBTITLES. The titles and subtitles used 
in this Agreement are used for convenience only and are not to be considered 
in construing or interpreting this Agreement.

                   3.6  NOTICES. Unless otherwise provided, any notice 
required or permitted by this Agreement shall be in writing and shall be 
deemed sufficient upon delivery, when delivered personally or by overnight 
courier or sent by telegram or fax, or forty-eight (48) hours after being 
deposited in the U.S. mail, as certified or registered mail, with postage 
prepaid, and addressed to the party to be notified at such party's address as 
set forth below or on EXHIBIT A hereto or as subsequently modified by written 
notice.

                   3.7  EXPENSES. If any action at law or in equity is 
necessary to enforce or interpret the terms of this Agreement, the prevailing 
party shall be entitled to reasonable attorneys' fees, costs and necessary 
disbursements in addition to any other relief to which such party may be 
entitled.

                   3.8  AMENDMENTS AND WAIVERS. Any term of this Agreement 
may be amended and the observance of any term of this Agreement may be waived 
(either generally or in a particular instance and either retroactively or 
prospectively), only with the written consent of the Company, Oracle and 
Holders of at least 25% of the then outstanding Registrable Securities 
beneficially owned by Holders other than Oracle. Any amendment or waiver 
effected in accordance with this paragraph shall be binding upon each holder 
of any Registrable Securities then outstanding, each future holder of all 
such Registrable Securities, and the Company.


                                      -17-



                   3.9  SEVERABILITY. If one or more provisions of this 
Agreement are held to be unenforceable under applicable law, the parties 
agree to renegotiate such provision in good faith. In the event that the 
parties cannot reach a mutually agreeable and enforceable replacement for 
such provision, then (x) such provision shall be excluded from this 
Agreement, (y) the balance of the Agreement shall be interpreted as if such 
provision were so excluded and (z) the balance of the Agreement shall be 
enforceable in accordance with its terms.

                   3.10  AGGREGATION OF STOCK. All shares of Company capital 
stock held or acquired by affiliated entities or persons shall be aggregated 
together for the purpose of determining the availability of any rights under 
this Agreement.

                   3.11  OWNERSHIP OF SHARES. Each Navio Stockholder 
represents and warrants that such stockholder is the record and beneficial 
owner of each of the shares of Navio capital set forth opposite the name of 
the stockholder on EXHIBIT A hereto and that such stockholder is not the 
owner of record or beneficially of any shares of Navio other than those 
provided for on such exhibit.


                            [Signature Page Follows]


                                      -18-



The parties have executed this Stockholders Agreement as of the date first 
above written.

                                         STOCKHOLDERS:

NETWORK COMPUTER, INC.                   -----------------------------------
                                         (Stockholder)


By:                                      By:
   -----------------------------------      --------------------------------

Name:                                    Name:
     ---------------------------------        ------------------------------
                    (print)
Title:                                   Title:
      --------------------------------         -----------------------------


ORACLE CORPORATION

By:                                    
   ----------------------------------- 

Name:
     --------------------------------- 

Title:
      -------------------------------- 




                                       +
                                   EXHIBIT A

                                 STOCKHOLDERS



                    NAME/ADDRESS                      NO. OF SHARES
                    ------------                      -------------
                                                   
          Netscape Communications Corporation           12,777,778

          Wei Yen                                        8,333,334

          Sony Corporation                               2,222,222

          Acer America Corporation                         740,741

          All Holdings Corporation                         370,370

          Sega Enterprises, Ltd.                         1,111,111

          Nintendo Co., Ltd.                             1,111,111

          NEC Corporation                                1,111,111