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                                                                  EXHIBIT 10.7


October 12, 1998

Mitchell E. Kertzman

                                               SENT VIA FACSIMILE

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.

                                 [LETTERHEAD]

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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,
1998.

Sincerely,

/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
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Signature                                                               Date

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January 5, 2000


Mitchell E. Kertzman
c/o Liberate Technologies
2 Circle Star Way
San Carlos, CA  94070

                        Amendment to Employment Agreement

Dear Mitchell:

         This letter will formally confirm our agreement to amend the terms of
your employment agreement set forth in Liberate Technologies' (formerly Network
Computer, Inc. (the "Company")) letter to you dated October 12, 1998 (the
"Agreement"). In consideration for your agreement not to require the Company to
make the loan specified in the third paragraph of the first page of the
Agreement to you prior to December 31, 1999, we agree that the offer of the loan
set forth in that paragraph shall remain open to you through April 30, 2000.

         In all other respects, the terms of the Agreement remain unchanged and
in full force and effect. We also confirm to you that the foregoing amendment
has been duly approved by the Compensation Committee of the Company's Board of
Directors and is made to be effective as of December 31, 1999.


                                            Sincerely,

                                            /s/ Nancy J. Hilker

                                            Nancy Hilker,
                                            Chief Financial Officer


Acknowledged and agreed:


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Mitchell E. Kertzman