EXHIBIT 9.3

IRREVOCABLE TRUST
AGREEMENT
by and among

DELPHI ASSET MANAGEMENT CORPORATION, Trustor

and

UNITED STATES TRUST COMPANY OF NEW YORK

and

US TRUST COMPANY OF DELAWARE, Co-Trustees

Effective as of January 23, 2001

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TABLE OF CONTENTS

|1.  |  | Definitions                                            |  | 1                                                                   
|--- |  | ------------------------------------------------------ |  | --------------------------------------------------------------------
|2.  |  | Appointment of Trustee and Deposit of Trust Shares     |  | 2                                                                   
|    |  | 2.1                                                    |  | Appointment of Trustee                                              
|    |  | 2.2                                                    |  | Transfer of Trust Shares                                            
|    |  | 2.3                                                    |  | Trustee Owner of Trust Shares                                       
|    |  | 2.4                                                    |  | Costs and Expenses of the Trustee and Custodian                     
|    |  | 2.5                                                    |  | Filing of Agreements                                                
|3.  |  | [Reserved]                                             |  | 2                                                                   
|4.  |  | Powers and Duties of the Trustee                       |  | 2                                                                   
|    |  | 4.1                                                    |  | Limit on Trustee's Powers                                           
|    |  | 4.2                                                    |  | Execution by Trustee                                                
|    |  | 4.3                                                    |  | Voting                                                              
|    |  | 4.4                                                    |  | Sales                                                               
|    |  | 4.5                                                    |  | Tax Returns and Reports                                             
|    |  | 4.6                                                    |  | Administration                                                      
|5.  |  | Dividends and Distributions; Receipt of Other Property |  | 4                                                                   
|    |  | 5.1                                                    |  | Dividends and Cash Distributions                                    
|    |  | 5.2                                                    |  | Stock                                                               
|    |  | 5.3                                                    |  | Other Property                                                      
|6.  |  | The Trustee                                            |  | 4                                                                   
|    |  | 6.1                                                    |  | Qualifications of Trustee                                           
|    |  | 6.2                                                    |  | Expenses                                                            
|    |  | 6.3                                                    |  | Compensation                                                        
|    |  | 6.4                                                    |  | Resignation and Removal of Trustee; Appointment of Successor Trustee
|    |  | 6.5                                                    |  | Acceptance of Appointment by Successor                              
|    |  | 6.6                                                    |  | Merger, Conversion, Consolidation or Succession to Business         
|    |  | 6.7                                                    |  | Collection of Claims by Trust                                       
|    |  | 6.8                                                    |  | Interests of the Trustee                                            
|    |  | 6.9                                                    |  | Liability of the Trustee                                            
|    |  | 6.10                                                   |  | Appointment of Separate or Co-Trustee                               
|7.  |  | Grantor Trust                                          |  | 7                                                                   
|8.  |  | Effective Date and Termination                         |  | 7                                                                   
|    |  | 8.1                                                    |  | Effective Date                                                      
|    |  | 8.2                                                    |  | Termination upon Distribution of Trust Shares                       
|    |  | 8.3                                                    |  | Company's Right to Purchase Trust Shares                            
|9.  |  | Amendment                                              |  | 7                                                                   
|    |  | 9.1                                                    |  | Revocation                                                          
|    |  | 9.2                                                    |  | Amendments                                                          
|    |  | 9.3                                                    |  | Condition to Amendment of Agreement                                 
|10. |  | Accounting                                             |  | 8                                                                   
|11. |  | Miscellaneous                                          |  | 8                                                                   
|    |  | 11.1                                                   |  | Successors                                                          
|    |  | 11.2                                                   |  | Notices                                                             
|    |  | 11.3                                                   |  | Governing Law                                                       
|    |  | 11.4                                                   |  | Counterparts                                                        
|    |  | 11.5                                                   |  | Entire Agreement                                                    

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IRREVOCABLE TRUST AGREEMENT

This Irrevocable Trust Agreement is effective as of January 23, 2001, by and among Delphi Asset Management Corporation, a Nevada corporation, as Trustor,
and United States Trust Company of New York, a New York Banking Corporation, and US Trust Company of Delaware, a Delaware limited purpose trust company, both authorized to conduct a trust business in
Delaware. Capitalized terms used in this Agreement are defined in Section 1.

WITNESSETH:

WHEREAS, this Trust Agreement is made and entered into to establish the Trust in order that,inter alia, the
Company may divest itself of the right to vote the shares of Liberate that it presently owns by creation of an irrevocable trust pursuant to the terms of this Trust Agreement. It is intended that the
Trust created in this Trust Agreement benefit the stockholders of Liberate other than the Company by means of the irrevocable transfer of the right to vote the shares of Liberate transferred to the
Trust.

1.Definitions.As used in this Trust Agreement, the following terms have the following meanings:



1

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2.Appointment of Trustee and Deposit of Trust Shares.





3.[Reserved]

4.Powers and Duties of the Trustee.



2

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| | [name of Trustee]
not in its individual capacity, but solely as [co-] Trustee
| | -----------------------------------------------------------------------------
| | By:                                                                          



3

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5.Dividends and Distributions; Receipt of Other Property.



6.The Trustee.



4

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5

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6

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7.Grantor Trust.The parties hereto intend that this Trust be classified as a "grantor trust" for United States
federal income tax purposes under Subpart E of Subchapter J of the Internal Revenue Code of 1986, as amended, pursuant to which the Company shall be the owner of the Trust for United States
federal income tax purposes, and the Company will include directly in its gross income any income, gain, deduction or loss of the Trust as if the Trust did not exist. By the acceptance of the Trust,
neither the Trustee nor the Company shall take any position for United States federal income tax purposes which is contrary to the classification of the Trust as a grantor trust.

8.Effective Date and Termination.



9.Amendment



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10.Accounting.The Trustee shall not have any duty to account for the Trust judicially, contractually or
otherwise.

11.Miscellaneous.



| |  | (a) |  | If to the Trustee:                                                                                                                                       
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |  | United States Trust Company of New York
114 West 47th Street
New York, New York 10036-1532
Attention: Corporate Trust Division                           
| |  |     |  | and                                                                                                                                                      
| |  |     |  | US Trust Company of Delaware
1300 Market Street
Suite 605
Wilmington, Delaware 19801
Attention: Corporate Trust Division
facsimile number: (302) 428-9615
| |  |     |  | With a copy to:                                                                                                                                          
| |  |     |  | Vincent Monte-Sano, Esq.
Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005                                                                

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| |  | (d) |  | If to the Company:                                                                                                                    
| |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------
| |  |     |  | Delphi Asset Management Corporation
6005 Plumas Street, Suite 202
Reno, NV 89509                                                      
| |  |     |  | With copies (which copies not constitute notice) to:                                                                                  
| |  |     |  | Oracle Corporation
500 Oracle Parkway
Mailstop 5 op 7
Redwood City, California 9406
5 Attention: Matthew Ng, Assistant General Counsel
| |  |     |  | Davis, Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Attention: Daniel Budofsky, Esq.                                       
| |  |     |  | Richards, Layton & Finger, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19889
Attention: Richard G. Bacon, Esq.           



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| | DELPHI ASSET MANAGEMENT CORPORATION    
| | ---------------------------------------
| | By:                                    
| | UNITED STATES TRUST COMPANY OF NEW YORK
| | By:                                    
| | US TRUST COMPANY OF DELAWARE           
| | By:                                    

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