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                                                                   EXHIBIT 10.46


                          EMPLOYEE RETENTION AGREEMENT

This Employee Retention Agreement (the "Agreement") is entered into between
Liberate Technologies, Inc., 2 Circle Star Way, San Carlos, California
("Liberate") and David A. Limp ("you") as of January 9, 2001 (the "Effective
Date").

RETENTION PAYMENTS. In order to secure your continued services over the course
of the next two years, Liberate hereby agrees to pay you the following
compensation (the "Retention Payments"), in addition to your regular salary and
participation in the Senior Management Bonus Plan, for so long as you remain a
Liberate employee:

<TABLE>
<S>                                                 <C>
         Six months from Effective Date:             $ 73,000
         Twelve months from Effective Date:          $109,500
         Fifteen months from Effective Date:         $109,500
         Eighteen months from Effective Date:        $109,500
         Twenty-one months from Effective Date:      $109,500
         Twenty-four months from Effective Date:     $306,600
</TABLE>

You will be solely responsible for any taxes that may be incurred as a result of
the Retention Payments, and Liberate will withhold applicable taxes from them.

ACCELERATION UPON CHANGE IN CONTROL. Should Liberate experience a Change in
Control within the two years following the Effective Date and you are terminated
without Cause within twelve months of such Change in Control, Liberate will pay
you any unpaid Retention Payments listed above within 30 days. For purposes of
this Agreement, a termination of employment without Cause will include any of
the following changes made without your express written consent:

         (i)    significant reduction of your duties, authority, or
                responsibilities, including continued employment (or an offer of
                continued employment) at a level below your current position,
                specifically including a reduction in your title or a reporting
                relationship in which you report to someone other than the chief
                executive officer or equivalent of Liberate or any successor
                corporation or business unit);

         (ii)   reduction of your base salary;

         (iii)  material reduction of your overall benefits package;

         (iv)   material reduction of your performance bonuses, excluding both
                generally applicable changes to performance objectives and
                partial or non-payment of bonuses based on the failure to
                achieve specific performance objectives; or

         (v)    any termination other than for Cause

Cause is defined as: (i) gross negligence or willful misconduct in the
performance of your duties to Liberate; (ii) repeated unexplained or unjustified
absence from Liberate;



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(iii) the commission of any act of fraud, embezzlement, or dishonesty with
respect to Liberate, (iv) any unauthorized use or disclosure of confidential
information or trade secrets of Liberate (or any Liberate Parent or subsidiary),
or (v) any other intentional misconduct that materially harms the business
affairs of Liberate (or any parent or subsidiary). The foregoing provisions and
definition shall not be deemed to include all of the acts or omissions that
Liberate (or any Liberate parent or subsidiary) may consider as grounds for
dismissal or discharge.

Change in Control is defined as: (i) a sale, transfer or disposition of all or
substantially all of Liberate's assets or (ii) the consummation of a merger or
consolidation of Liberate with or into another entity or any other corporate
reorganization, if persons who own less than 50% of Liberate immediately prior
to such merger, consolidation, or other reorganization own immediately after
such merger, consolidation, or other reorganization 50% or more of the voting
power of the outstanding securities of each of (A) the continuing or other
surviving entity and (B) any direct or indirect parent corporation of such
continuing or surviving entity. In addition, a transaction shall not constitute
a Change in Control if its sole purpose is to change the state of Liberate's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the person who held Liberate's securities immediately
before such transaction.

LIMITATIONS ON ACCELERATED PAYMENTS IN THE EVENT OF EXTRAORDINARY TAX LIABILITY.
If the total compensation from Liberate or its successors to you (including
salary, bonuses, and payments under this agreement, but excluding option
compensation) would otherwise exceed $1 million in a given tax year, Liberate
may defer the excess of such payments over $1 million to the following tax year.

If Liberate's independent external auditors determine that you would receive a
greater after-tax benefit if it reduced the amount of the accelerated Retention
Payment (for example, due to application of Section 4999 of the Internal Revenue
Code relating to "excess parachute payments"), Liberate will reduce the
Retention Payment to the amount calculated to provide you with the maximum
after-tax value. If Liberate's auditors subsequently determine that the correct
amount differs from the amount paid to you, any under- or over-payment will be
treated as a loan between the parties, repayable within three months from the
notice of the revised determination and bearing interest at the prime rate from
the date of the under- or over-payment.

ARBITRATION. The parties waive trial before a judge or jury and agree to
arbitrate with the JAMS arbitration service any dispute relating to this
agreement or your recruitment, employment, or termination, except for claims
relating to worker's compensation benefits, unemployment insurance, or
intellectual property rights. The arbitrator's decision will include written
findings of fact and law and will be final and binding except to the extent that
judicial review of arbitration awards is required by law. The American
Arbitration Association's National Rules for the Resolution of Employment
Disputes will govern the arbitration, except that the arbitrator will allow
discovery authorized by the California Arbitration Act and any additional
discovery necessary to vindicate a claim or defense. The arbitrator may award
any remedy that would be available from a court of law. You may chose to hold
the arbitration either in San Mateo County, California or the

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county where the you worked when the arbitrable dispute first arose. The
parties will share the arbitration costs equally (except that Liberate will
pay the arbitrator's fee and any other cost unique to arbitration) and will
pay their own attorney's fees except as required by law or separate
agreement. This Agreement is governed by the laws of the State of California
without regard to its conflict-of-law rules.

MUTUAL RELEASE OF CLAIMS. As a condition of entering into this agreement, each
party releases the other from any claims against the other or against any
affiliated persons or entities. This release includes, but is not limited to,
any claims related to your employment with Liberate, and any claims under past
or present laws or regulations, including original and amended versions of Title
VII of the Civil Rights Act of 1964; the California Fair Employment and Housing
Act; the Worker Adjustment and Retraining Notification Act; the California
Constitution; the California Worker's Compensation Act; the Age Discrimination
in Employment Act, the Older Workers' Benefit Protection Act; the Employee
Retirement Income Security Act of 1974; the Family Medical Leave Act; the
Americans with Disabilities Act; and the National Labor Relations Act. You
confirm that you are not aware of any such claims.

The parties understand and acknowledge that they may not currently know of
losses or claims or may have underestimated the severity of losses. Part of the
consideration provided by this Agreement was given in exchange for the release
of such claims. The parties hereby waive any rights or benefits under California
Civil Code Section 1542, which provides that:

         A general release does not extend to claims which the creditor does not
         know or suspect to exist in his favor at the time of executing the
         release, which if known by him must have materially affected his
         settlement with debtor.

MISCELLANEOUS. Should you die before receiving any payments otherwise earned
under this agreement, Liberate will make such payments to your estate. Other
than specifically set forth above, nothing in this Agreement modifies your
existing at-will employment relationship with Liberate or otherwise changes the
terms of your employment agreement.




/s/ Mitchell Kertzman                            /s/ David A. Limp
----------------------------                     -------------------------------
Mitchell Kertzman                                David A. Limp
Chief Executive Officer                          Executive Vice President/
Liberate Technologies                              Chief Strategy Officer
                                                 Liberate Technologies


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