Exhibit
99.3  LIBERATE TECHNOLOGIES  COMPENSATION COMMITTEE CHARTER   This Compensation 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
Compensation Committee (the Committee) is to design (in consultation with
management or the Board), evaluate, and approve the compensation plans,
policies, and programs of Liberate, especially those regarding executive
compensation.  The Committee will also
oversee the creation of an annual report on executive compensation for
inclusion in Liberates annual proxy materials.  The Committee will
seek to ensure that compensation programs will encourage high performance,
promote accountability, and align employee interests with the interests of
Liberates stockholders.  The Committee will
have the authority to undertake the specific duties and responsibilities
described below and the authority to undertake any other duties assigned by
law, Liberates charter or bylaws, or the Board.  II.            ORGANIZATION AND MEMBERSHIP  The Committee will
consist of at least two members who (1) qualify as independent under the
requirements of the SEC and the Nasdaq Stock Market (or its successor) or such
other market or exchange on which Liberates securities are listed or quoted;
(2) be a non-employee director within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the Exchange Act); (3) be an
outside director under the regulations promulgated under Section 162(m) of
the Internal Revenue Code of 1986, as amended; and (4) be otherwise free from
any relationship that, in the business judgment of the Board, would interfere
with his or her exercise of business judgment as a Committee member.  Members of the Committee, and the Chair of
the Committee, will be appointed and replaced by the Board.  III.           RESPONSIBILITIES AND AUTHORITY  The responsibilities and authority of the Committee
will be to: 1.Administer Liberates 1999 Employee Stock Purchase
Plan (the Purchase Plan); administer Liberates 1999 Equity Incentive Plan
(the Equity Plan) and grant any award permitted thereunder; and administer
and grant any awards permitted under any future, active equity plans of
Liberate (Future Equity Plans) except as noted below.  
   2.Commission any necessary studies or surveys concerning
the levels of executive compensation payable in the industry in which Liberate
is engaged and in other related industries and obtain recommendations from
outside consultants concerning competitive pay programs, as appropriate. 3.Approve any amendments to the Purchase Plan, Equity
Plan, and any Future Equity Plans for which shareholder approval is not
required, except that it will not have the authority to increase the share
reserve under any plan. 4.Oversee the preparation of reports on executive
compensation and option repricings required by Item 402 of Regulation S-K. 5.Review and approve all compensation (including the
adjustment of base salary each year) and all bonus and other incentive
compensation programs for Liberates executive officers, and authorize all
awards to such individuals under those programs.The Committee will
approve all perquisites, equity incentive awards, and special cash payments
(including relocation expenses) made or paid to executive officers and
directors. 6.At its discretion, delegate the award of equity
compensation to non-executive officers to a Secondary Compensation Committee
consisting of Liberates Chief Executive Officer. 7.Establish annual and long-term performance goals for
the Chief Executive Officer and evaluate his or her performance against such
goals, taking into account the performance of Liberates peer companies. 8.Review annually the compensation of Directors, and
make recommendations to the Board as to any changes it deems appropriate. 9.Oversee all of Liberates employee
benefit plans, including any Internal Revenue Code Section 401(k) savings plan
(a 401(k) Plan), any Internal Revenue Code Section 125 cafeteria benefit
plan, any profit-sharing program (whether payable on a current or deferred
basis), and all pension and other deferred compensation plans.  Regular administration will be performed by
management and, in the case of any 401(k) Plan, the 401(k) Administrative Committee
previously established by the Committee.  IV.           COMPENSATION
PRINCIPLES  The Committee will make compensation decisions based
on the following principles: Compensation arrangements will incentivize and
encourage retention of those employees who enhance Liberates performance; Compensation arrangements will promote ownership of
Liberates stock and equity to align the interests of management and
stockholders; 2 
   Compensation arrangements will maintain an appropriate
balance between base salary and long-term and annual incentive compensation; Compensation arrangements will take into consideration
the recent compensation history of the executive, including special or unusual
compensation payments; and Incentive compensation plans for senior
executives will link pay to achievement of corporate goals set in advance by
the Committee.  V.            MEETINGS AND PROCEDURES  The Committee will
meet at least twice each calendar year in executive session, without the Chief
Executive Officer or any employee Directors present.  The Committee will meet with the Chief Executive
Officer at the start of each fiscal year to discuss the incentive compensation
programs to be in effect for such fiscal year and the performance targets
triggering payout under those programs. 
At the end of each fiscal year, the Committee will meet to review
performance under those programs and award discretionary bonuses thereunder.  At that time, the Committee will also review
base salary levels and approve changes. 
The Committee will also review at least annually Liberates employee
benefit plans.  The Committee will
convene as necessary to act upon any other matters within its jurisdiction
under this Charter and may take action by unanimous written consent.  The Committee may retain legal and compensation
advisors of its choice, who will report directly to the Compensation Committee.  Minutes will be
kept of each meeting of the Committee and will be provided to each member of
the Board upon request.  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.  3