EXHIBIT 10.56

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 19th day of July, 2002, by and between Cisco Systems, Inc., a California
corporation, and its wholly owned subsidiary, Cisco Systems Investments Ltd., a Nevada corporation (collectively, the "Seller"), and Liberate Technologies, a Delaware corporation (the
"Purchaser" or the "Company").

WHEREAS,
the Seller is the beneficial owner of certain shares of the common stock of the Company;

WHEREAS,
the Seller desires to sell an aggregate of 3,963,780 shares of the Company's common stock beneficially owned by the Seller and registered in the name of its nominee,
Cactusback & Co., (the "Shares") to the Purchaser, on the terms and subject to the conditions set forth herein; and

WHEREAS,
the Purchaser desires to acquire all of the Seller's right, title and interest to the Shares, on the terms and subject to the conditions set forth herein.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Purchase and Sale of the Shares.At the Closing (as defined below), the Purchaser shall purchase, and the
Seller shall sell to the Purchaser, the Shares for a per share price equal to the Discounted Average Stock Price (as defined below), for an aggregate sale price equal to the product of
(i) 3,963,780 and (ii) the Discounted Average Stock Price (such aggregate sale price, the "Purchase Price"). For purposes of this Agreement, the term "Discounted Average Stock Price"
shall mean the product of (i) 98% and (ii) the average of the closing prices for a share of the Company's common stock as quoted on the Nasdaq National Market for the ten consecutive
trading days ending on the last trading day prior to July 18, 2002. At the Closing, the Seller shall execute and deliver a stock assignment separate from certificate, in the form attached
hereto asExhibit A, selling, transferring and assigning to the Purchaser
the Shares, against payment by the Purchaser of the Purchase Price therefor by cashier's check, wire transfer of immediately available funds to the account of the Seller set forth on Schedule 1attached hereto or any combination thereof. The consummation of the sale and purchase of the Shares (the "Closing") shall occur at the
offices of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 155 Constitution Drive, Menlo Park, California by 5:00 p.m. (Pacific Time) on July 25, 2002, or at such
other time and place as the Seller and the Purchaser may agree in writing (the "Closing Date"). Delivery to the Purchaser of the certificates representing the Shares shall be made on the Closing Date.

2.Representations and Warranties of the Seller.The Seller hereby represents and warrants to the Purchaser
that:



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3.Representations and Warranties of the Purchaser.The Purchaser hereby represents and warrants to the Seller
that:



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4.Miscellaneous.



[Signature
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

| |  | SELLER:                       
| |  | ------------------------------
| |  | CISCO SYSTEMS INVESTMENTS LTD.
| |  | By:                           
| |  | Name:                         
| |  | Title:                        
| |  | CISCO SYSTEMS, INC.           
| |  | By:                           
| |  | Name:                         
| |  | Title:                        
| |  | PURCHASER:                    
| |  | LIBERATE TECHNOLOGIES         
| |  | By:                           
| |  | Name:                         
| |  | Title:                        

SIGNATURE PAGE TO
STOCK PURCHASE AGREEMENT

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