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Employment Agreement - Network Computer Inc. and Mitchell E. Kertzman


October 12, 1998

Mitchell E. Kertzman
55 Avon Avenue
Mill Valley, CA 94941

                                               SENT VIA FACSIMILE: 415-389-6665

Dear Mitch,

We are pleased to offer you employment as President and Chief Executive 
Officer for Network Computer, Inc ('NCI' or 'the Company'). Your annual 
salary will be $300,000 less applicable withholding. You will be eligible for 
a target annual bonus of $200,000, based upon goals and objectives as 
determined by the Company's Board of Directors and agreed upon by both 
parties. Your first year's target annual bonus, so long as you remain 
employed, is guaranteed to be $200,000. This bonus is scheduled to be paid 
30 days after the first anniversary of your hire date. Your starting date 
will be pursuant to discussions with David Roux.

As an employee of Network Computer, Inc., you will be eligible to participate 
in a number of Company-sponsored benefits, including health and medical 
benefits. Upon Board of Director's approval, the Company will grant you an 
option to purchase up to 10,000,000 shares of common stock with an exercise 
price equal to fair market value as determined by the Board of Directors. The 
option would vest as follows: 25% on the first anniversary of the date of 
hire, and monthly thereafter, in equal increments over a period of 36 months. 
The option is issued subject to the terms of the Company's standard stock 
option plan. However, should the Company experience a change in control (a 
change in ownership of at least 50% of the Company), 50% of any unvested 
options from this original grant shall be accelerated to vest upon the 
effective date of the change in control.

Upon your execution of mutually agreeable documentation, the Company will 
loan you up to $1,000,000, secured in a manner agreeable to the Company, for 
the sole purpose of your purchasing a home. This offer of a loan remains open 
to you through December 31, 1999. If the loan is made to you, it will bear 
interest at the current market rate and be payable in full plus interest at 
the end of three years from the funding date of the loan. Specific terms for 
such a loan would be defined in a separate agreement.

Your employment with the Company is not for a specific term and can be 
terminated by you or by the Company at any time for any reason, with or 
without cause. We request that all of our employees, to the extent possible, 
give us advance notice if they intend to resign. But if your employment is 
terminated by the Company for any reason other than gross misconduct, you 
agree to accept as severance, in exchange for your execution of a release of 
all claims against the Company, one year's base salary. Your employment with 
the Company is also contingent upon you executing the Proprietary Information 
Agreement, Employment Agreement and upon you providing the Company with the 
legally required proof of your identity. The Company also requires proof of 
eligibility to work in the United States.

In the event of any dispute or claim relating to or arising out of our 
employment relationship, the termination of that relationship, or this 
agreement (including, but not limited to, any claims of wrongful termination, 
breach of contract or age, sex, race, disability or other discrimination or 
harassment), you and the Company agree that all such disputes shall be fully 
and finally resolved by binding arbitration conducted by the American 
Arbitration Association in Santa Clara County, California, with the 
arbitrator exercising all powers and remedies of a judge. By signing this 
agreement you and the Company waive your rights to have disputes tried by a 
judge or a jury. However, we agree that this arbitration provision shall not 
apply to any disputes or claims relating to or arising out of breach or 
alleged breach of your Proprietary Information Agreement and Employment 
Agreement with the Company.


To confirm your acceptance of this employment agreement, please sign and date 
this letter in the spaces provided below and return it to me. A duplicate 
original is enclosed for your records. This letter, along with other 
agreements referred to above, set forth the terms of your employment with the 
Company. This agreement supersedes any prior representations or agreements 
between you and the Company, whether written or oral, and it may not be 
modified or amended except by a document signed by an authorized officer of 
the Company and you. This offer, if not accepted, will expire on October 15, 


/s/ David Roux

Network Computer, Inc.
By: David Roux
    Chief Executive Officer

I agree to and accept employment with Network Computer, Inc. on the terms set 
forth in this agreement.

/s/ [ILLEGIBLE]                                                        10/21/98
Signature                                                               Date
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