Exhibit 99.2 LIBERATE TECHNOLOGIES FINANCE AND AUDIT COMMITTEE CHARTER This
Finance and Audit Committee Charter was adopted by the Board of Directors (the
Board) of Liberate Technologies (Liberate) on April 3, 2003.   I.              PURPOSE  The purpose of the
Finance and Audit Committee (the Committee) is to: Appoint, compensate, and oversee the work of Liberates independent
auditor; Oversee Liberates accounting and financial reporting processes and the
audits of Liberates financial statements; Oversee and monitor: (i) the integrity of Liberates financial
statements; (ii) Liberates compliance with legal and regulatory requirements;
(iii) the independent auditors qualifications, independence, and performance;
(iv) Liberates internal auditing function and internal controls; and (v)
compliance with Liberates Code of Business Conduct and Code of Financial
Conduct; Prepare the report that the Securities and Exchange Commission (the
SEC) requires be included in Liberates annual proxy statement; Update the Board regarding the Committees activities, advise the Board
in detail of its material findings on a periodic basis and, as appropriate,
make recommendations for Board action; and Provide to the Board such additional information and materials as it
may deem necessary to make the Board aware of significant financial matters. In addition, the Committee will undertake those specific
responsibilities listed below and such other responsibilities delegated to it
by the Board from time to time consistent with Liberates bylaws.  The
powers and responsibilities delegated by the Board to the Committee in this
Charter or otherwise will be exercised and carried out by the Committee as it
deems appropriate without requirement of Board approval, and any decision to
exercise or refrain from exercising any of the powers delegated to the
Committee hereunder will be at the Committees sole discretion.  While acting within the scope of the powers
and responsibilities delegated to it, the Committee will have and may exercise
all the powers and authority of the Board.  Each member of the Committee
will be entitled to rely on the integrity of Liberate employees and of the
professionals and experts (including Liberates internal auditor or others
responsible for the internal audit function, including contracted non-employee
or audit or accounting firms engaged to provide internal audit services (the
internal  
   auditor) and Liberates
independent auditor) from whom the Committee receives information and, absent
actual knowledge to the contrary, the accuracy of the financial and other
information provided to the Committee by such persons.  II.            ORGANIZATION
AND MEMBERSHIP  The Committee will consist of at least three members who meet the
independence requirements of the SEC and the Nasdaq Stock Market or such other
market or exchange on which Liberates securities are listed or quoted.  Members of the Committee, and the Chair of
the Committee, will be appointed and replaced by the Board.  Each member of the
Committee must be able to read and understand fundamental financial statements,
including corporate balance sheet, income statement, and cash flow
statement.  At least one member of the
Committee must have either: (i) past employment experience in finance or
accounting; (ii) requisite professional certificate in accounting; or (iii) a
background, including experience as a principal financial officer or other
senior officer with financial oversight responsibilities, that provides a
sophisticated understanding of complex financial issues.  III.           RESPONSIBILITIES AND AUTHORITY  The
Committees responsibilities and authority will be as follows:  Interaction
with the Independent Auditor 1.Approval
and Oversight of Audit and Audit-related Services.The
Committee will be directly responsible and have sole authority for the
appointment, compensation, retention, and oversightof the independent auditor in its preparation and issuance
of audit reports, review of financial statements, and related work.  The independent auditor will report directly
to the Committee, and the Committee will have the authority to resolve any
disagreements between management and the independent auditor regarding
financial reporting. 2.             Pre-Approval of Non-Audit Services. The Committee will pre-approve the engagement of the independent
auditor to perform non-audit-related services, with a reasonable degree of
specificity as to both the nature of such services and the amount of such
services relative to the amount of audit-related services provided. 2 
   3.             Independence of Independent Auditor.The Committee will, at least
annually, review* the independence and quality control procedures of the
independent auditor and the experience and qualifications of the independent
auditors senior personnel providing audit services to Liberate. 
In conducting its review: (i)            The
Committee will review the most recent peer review of the independent auditor
conducted by the American Institute of Certified Public Accountants or the
Public Company Accounting Oversight Board or comparable publicly available
reports. (ii)           The
Committee will ensure that the independent auditor prepare and deliver, at
least annually, a written statement delineating all relationships between the
independent auditor and Liberate, consistent with Independence Standards Board
Standard 1.  The Committee will actively
discuss with the independent auditor with respect to any disclosed relationships
or services that may affect its objectivity or independence.  If the Committee determines that further
inquiry is advisable, it will take appropriate action in response to the
independent auditors report to satisfy itself of the auditors independence. (iii)          The
Committee willconfirm that the
independent auditor complies with the partner rotation requirements established
by the SEC. (iv)          The
Committee will consider whether the independent auditors provision of any
non-audit services to Liberate is compatible with maintaining its independence. Annual
Financial Statements and Annual Audit 4.             Meetings with Management, the Independent Auditor,
and the Internal Auditor. (i)            The
Committee will meet with management, the independent auditor, and the internal
auditor in connection with each annual audit to discuss the scope of the audit,
the procedures to be followed, and the staffing of the audit. (ii)           The
Committee will review and discuss with management and the independent
auditor:  (A) material issues
regarding accounting principles, financial statement presentation (including
any changes in Liberates selection or application of accounting principles),
and the adequacy of Liberates internal controls; and (B) any significant
financial reporting issues raised and judgments made in connection with the
preparation of Liberates financial statements 
 *The
term review, when used in this Charter to refer to the responsibilities of
the Committee, is not intended to have the meaning given that term in the
professional auditing literature, including Statement of Accounting Standards
No. 71.  The members of the Committee
are not independent auditors, and the term review should not be interpreted
to suggest that the Committee members can or should follow procedures required
of independent auditors performing a review of financial statements.  3 
   (iii)The
Committee will review and discuss with managementand the independent auditor the annual audited financial
statements, including Liberates disclosures under Managements Discussion and
Analysis of Financial Condition and Results of Operations and the disclosures
regarding the effectiveness of Liberates internal controls and disclosure
controls and procedures. (iv)          The
Committee will review annual audits of Liberates employee benefit plans
(including any subsidiaries) and of Liberates pension plans to determine that
procedures have been adopted to ensure compliance with all relevant laws and
regulations. 5.             Separate Meetings with the Independent Auditor. (i)            The
Committee will review with the independent auditor any problems or difficulties
that the independent auditor identifies during the course of its audit work,
including any restrictions on the scope of activities or access to required
information or any significant disagreements with management.  Among the items that the Committee should
consider reviewing with the independent auditor are:  (A) any accounting adjustments that were noted or proposed
by the independent auditor but were passed (as immaterial or otherwise); (B)
any communications between the independent auditors local engagement team and
the independent auditors national office with respect to auditing or
accounting issues presented by the engagement; (C) Liberates primary internal
control risks and areas of financial reporting weaknesses, and how they can be
improved; (D) any unusual or unusually large transactions which require further
investigation; (E) an assessment of whether Liberates financial reporting polices
are aggressive or conservative; (F) any disagreement with management regarding
financial reporting; and (G) any management or internal control letter
issued, or proposed to be issued, by the independent auditor to Liberate.  The Committee will obtain from the
independent auditor assurances that Section 10A(b) of the Securities Exchange
Act of 1934, as amended, has not been implicated. (ii)           The
Committee will discuss with the independent auditor the report that such
auditor is required to make to the Committee regarding:  (A) all accounting policies and
practices to be used that the independent auditor identifies as critical;
(B) all alternative treatments within GAAP for policies and practices
related to material items that have been discussed between management and the
independent auditor, including the ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor; and (C) all other material written communications between the independent
auditor and management of Liberate, such as any management letter, management
representation letter, reports on observations and recommendations on internal
controls, independent auditors engagement letter, independent auditors
independence letter, schedule of unadjusted audit differences, and a listing of
adjustments and reclassifications not recorded, if any. (iii)The Committee will discuss
with the independent auditor the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees, as then in
effect. 4 
   6.Recommendation
to Include Financial Statements in Annual Report. The Committee will,
based on the review and discussions in paragraphs 4(iii) and 5(iii) above, and
based on the disclosures received from the independent auditor regarding its
independence and discussions with the auditor regarding such independence
pursuant to subparagraph 3(ii) above, determine whether to recommend to the Board
that the audited financial statements be included in Liberates Annual Report
on Form 10-K for the fiscal year subject to the audit. Quarterly Financial Statements 7.             Meetings with Management, the Independent Auditor,
and the Internal Auditor.The
Committee will review and discuss with management, the internal auditor, and
the independent auditor Liberates quarterly financial statements, including
Managements Discussion and Analysis of Financial Condition and Results of
Operations and the disclosures regarding the effectiveness of Liberates
internal controls and disclosure controls and procedures. Internal
Audit 8.             Appointment.  The Committee will oversee the appointment and replacement of an
internal auditor and recommend any required changes to the internal auditors
duties and responsibilities.  The
internal auditor will report directly to the Committee, with a dotted-line
reporting relationship to the Chief Financial Officer for administrative purposes.  The Committee will set the internal
auditors compensation and terms of employment. 9.             Separate Meetings with the Internal Auditor.The Committee will meet
periodically with Liberates internal auditor to discuss the internal audit
plan, including responsibilities and budget, and any issues that the internal
auditor believes warrant the Committees attention.  The Committee will also discuss with the internal auditor: (i)
the strengths and weaknesses of Liberates internal financial controls; (ii)
the efforts undertaken to uncover side deals or undisclosed commitments, and
the result of those efforts; and (iii) the extent to which Liberates financial
reporting policies are unusually aggressive or conservative.  The Committee will discuss with the internal
auditor any significant reports to management prepared by the internal auditor
and any responses from management. Operations  10.           Separate Meetings with Management.The Committee will meet
periodically with Liberates management to review: (i) Liberates budgets and
forecasts, and the extent to which current operations are meeting such budgets
and forecasts; (ii) regulatory compliance; and (iii) managements responses to
the recommendations of the independent and internal auditors. 11.           Revenue Recognition.  The Committee will at least annually review
Liberates revenue recognition manual and recommend any required changes to the 5 
   Finance organization.  The Chief
Financial Officer will report to the Committee each quarter as to any
significant issues regarding the implementation of Liberates revenue
recognition policies. 12.           Approval and Authority Levels.  The Committee will oversee and revise, as
needed, Liberates spending, signature, and compensation approval authority
levels and policies.  The Committee will
approve in advance any reciprocal transaction that is likely to involve revenue
in excess of $100,000, and will regularly review Liberates investments,
focusing on any investments with entities that may directly or indirectly
generate revenue for Liberate.  The
Committee will review any agreement involving revenue in excess of $500,000 (or
such other level as the Committee may subsequently determine)  with the Chief Financial Officer or the
interal auditor or both. 13.           Compliance with Laws.  The Committee will review and discuss with
management and the independent auditor Liberates policies designed to identify
any unaccounted-for or off-book transactions and prevent and identify payments
in violation of applicable laws and standards of business that are intended to
influence employees of potential customers to purchase Liberates products
(e.g., commercial bribes or kickbacks). 14.           Risk Management.  The Committee will discuss with management Liberates significant
business and financial risk exposures and the actions management has taken to
monitor and limit such exposures.  The
Committee will review annually the adequacy of Liberates insurance policies. Other
Responsibilities and Authority 15.           Earnings Releases.  The Committee will discuss in advance with
management and the independent auditor Liberates earnings press releases (with
particular focus on any non-GAAP financial information), as well as financial
information and earnings guidance provided to analysts and rating agencies. 16.           Codes of Conduct.  The Committee will, at least annually,
consider and discuss with management and the independent auditor Liberates
Code of Business Conduct and Code of Financial Conduct, and will oversee the
administration and enforcement of these Codes. 17.           Related-Party Transactions.  The Committee will review all related-party
transactions outside the scope of the Compensation Committees responsibilities
to ensure that they are in Liberates best interests.  Related-party transactions will include those transactions
described in Item 404(a), (b), and (c) of Regulation S-K under the federal
securities laws and those transactions with a related party (as such term is
defined in Statement of Financial Accounting Standards No. 57) that must be
specifically disclosed in Liberates financial statements or notes thereto
pursuant to GAAP.  Only members of the
Committee who will derive no direct or indirect benefit from a specific
related-party transaction may discuss the transaction or vote to approve it. 6 
   18.           Third-Party Communications.  The Committee will discuss with management
and the independent auditor any correspondence from or with regulators or
governmental agencies, any employee complaints regarding the integrity of
Liberates financial statements or accounting procedures, or any published
reports that raise material issues regarding Liberates financial statements,
financial reporting process, accounting policies, or internal audit function. 19.           Legal Matters.  The Committee will discuss with Liberates General Counsel or
outside counsel any legal matters brought to the Committees attention that
could reasonably be expected to have a material impact on Liberates financial
statements. 20.           Procedures to Report Complaints or Concerns.  The Committee will maintain and publicize
procedures for the confidential and anonymous submission by employees of
complaints regarding improper financial or accounting matters or other
violations of company policies.  The
Committee will oversee any investigations prompted by any complaints regarding
financial or accounting improprieties, and will seek to ensure that no
retaliatory action is taken against any person for reporting suspected
wrongdoing. 21.Audit
Committee Report in Proxy Statement.The Committee will oversee the creation of and approve a report
regarding the audited financial statements required by Item 306 of Reg. S-K for
inclusion in each of Liberates annual proxy statements. 22.           Reports to the Board.  The Committee will regularly discuss with
the Board any issues regarding the quality or integrity of Liberates financial
statements, Liberates compliance with legal or regulatory requirements and
company policies, the performance and independence of Liberates independent
auditor, the performance of Liberates internal audit function, or any other
matter the Committee determines is necessary or advisable to report to the Board. 23.           Protection of Technology and Intellectual Property.  The Committee will at least annually review
the adequacy of the measures to protect Liberates technology, including
physical security and the protection and enforcement of patents, copyrights,
trademarks, and trade secrets. IV.           MEETINGS
AND PROCEDURES  The
Committee will meet at least four times annually, including prior to the
commencement of the annual audit and prior to the completion of the annual
audit, and more frequently asnecessary to act upon any other matters within its
jurisdiction under this Charter.  At each meeting, the Committee will have an
opportunity to meet in executive session, to speak with the independent auditor
without the presence of management, and to speak with Liberates Chief
Financial Officer, Controller, or both without the presence of other Liberate
management.  The Committee may
take action by unanimous written consent.  7 
    The Committee will have
the authority to obtain advice and assistance from internal or external legal,
accounting or other advisors, who will report directly to the Committee.  The Committee may conduct or authorize investigations
into any matters within the scope of the powers and responsibilities delegated
to it.  Minutes will be kept of each
meeting of the Committee and will be provided to each member of the Board upon
request.  The Committee will, to the
extent deemed appropriate, record its summaries of recommendations to the Board
in written form that will be incorporated as part of the minutes of the Board
of Directors.  This
Charter will be filed with the SEC as part of Liberates annual proxy statement
and will also be available on Liberates website.   8