EXHIBIT 99.4

LIBERATE TECHNOLOGIES        FINANCE AND AUDIT COMMITTEE CHARTER

I.    ORGANIZATION

The Finance and Audit Committee will consist of at least three independent directors elected by the Board. "Independent director" under this Charter will have the
same definition that appears in the Nasdaq Marketplace Rules or its successor publication. The Board shall designate a chairperson of the Finance and Audit Committee.

Each
member of the Finance and Audit Committee must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow
statement, or become able to read and understand such financial statements within a reasonable period of time after his or her appointment to the Finance and Audit Committee. At least one member of
the Finance and Audit 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 chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, that provides a sophisticated understanding of
complex financial issues.

II.    RESPONSIBILITIES

The Finance and Audit Committee's responsibilities shall be to:

A.    Hire
Liberate's independent accountants. This responsibility shall be the sole prerogative of the Finance and Audit Committee and the Board shall have concurrent
authority only to the extent specifically granted by the Finance and Audit Committee.

B.    Evaluate,
and (when appropriate) replace, Liberate's independent accountants. This responsibility shall be the sole prerogative of the Finance and Audit Committee and the
Board shall have concurrent authority only to the extent specifically granted by the Finance and Audit Committee.

C.    Review
the scope of the annual audit and the audit methods and principles being applied by the independent accountants and the fees charged by the independent
accountants.

D.    Review
and discuss the methods and results of the audit with both the independent accountants and management.

E.    Approve
the performance of professional services provided by the independent accountants, including audit and non-audit services, before such services are
rendered, and consider the possible effect of the performance of such services on the independence of the independent accountants.

F.    Ensure
the receipt and review of the formal written statement from Liberate's independent accountants delineating all relationships between the independent accountants
and Liberate, consistent with Independence Standards Board Standard No.1.

G.    Actively
engage in a dialogue with the independent accountants with respect to any disclosed relationships or services that may impact their objectivity or independence.

H.    Take
appropriate actions to oversee the independence of Liberate's independent accountants.

I.    Review
Liberate's significant accounting principles, policies, and practices.

J.    Review
Liberate's reporting policies and practices.

K.    Review
the adequacy of management information systems, internal accounting, and financial controls.

L.    Review
the annual financial statements before their submission to the Board for approval.

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M.  Review
with both management and the independent accountants the development and execution of procedures established to:



N.    Review
required annual audits of Liberate's employee benefit plans (including any subsidiaries).

O.    Review
annual audits by Liberate's independent accountants of Liberate's pension plans, if any, to determine the existence of proper Liberate procedures that insure
compliance with all relevant laws and regulations.

P.    Review
annually the adequacy of Liberate's insurance.

Q.    Review
annually the adequacy of protection of Liberate's technology, including:



R.    Review
annually policies, and compliance with policies, relating to legal matters, conflicts of interest, and related matters.

S.    Oversee
and revise Liberate's spending, signature, and compensation approval authority levels and policies.

T.    Review
all existing related-party transactions and approve any proposed related-party transactions to ensure that they are in Liberate's best interests. "Related-party
transactions" will include, but not be limited to, those transactions described in Item 404(a) of Regulation S-K under the federal securities laws. Only members of the Finance and
Audit Committee who will derive no direct or indirect benefit from a specific related-party transaction may discuss that transaction with the Finance and Audit Committee or vote to approve it.

U.    Make
this Charter public in filings with the Securities and Exchange Commission.

III.  MEETINGS

The Finance and Audit Committee will meet at least once quarterly to review the quarterly earnings release and significant accounting principles and practices and
to discuss the quarterly financial statements with the independent accountants. At least annually at a meeting, the Finance and Audit Committee will recommend the annual financial statements to the
Board for approval and review the: independence of the independent accountants, including non-audit services provided to Liberate; scope and fees of the annual audit; results of the annual
audit; adequacy of management information systems, internal, and financial controls; legal compliance policies and issues (including the adequacy of (1) the protection of Liberate's technology
and (2) Liberate's policies and procedures to identify unlawful political contributions, unaccounted or off-book transactions, and illegal or unethical payments); audits of benefit
plans and pension plans (if any); and insurance programs of Liberate. The Finance and Audit Committee shall convene periodically as necessary to act upon any other matters within its jurisdiction
under this Charter, and may take action by unanimous written consent.

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IV.  MINUTES

Minutes will be kept of each meeting of the Finance and Audit Committee and will be provided to each member of the Board upon request. Any action of the Finance
and Audit Committee (other than actions regarding the independent accountants) shall be subject to revision, modification, rescission, or alteration by the Board, provided that no rights of third
parties shall be affected by any such revision, modification, rescission or alteration.

V. DISCLAIMER

While the Finance and Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Finance and Audit Committee to plan
or conduct audits or to determine that Liberate's financial statements are complete, accurate, or in accordance with generally accepted accounting principles. This is the responsibility of management
and Liberate's independent accountants. Liberate's independent accountants are ultimately accountable to Liberate's Board and the Finance and Audit Committee, as representatives of the stockholders.
Nor is it the duty of the Finance and Audit Committee to conduct investigations, to resolve disagreements, if any, between management and Liberate's independent accountants, or to assure compliance
with laws and regulations and Liberate's Legal Compliance Guidelines.

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