Exhibit 10.68

Form of Employee Retention Agreement

This Employee Retention Agreement (the "Agreement") is entered into between Liberate Technologies, 2 Circle Star Way, San Carlos, California ("Liberate") and
                        ("you") as of March 14, 2003 (the "Effective Date"), [superseding the Employee Retention Agreement
entered into by the parties as of June    ,
2002."]

Payment Upon a Termination Event.In order to secure your continued services, Liberate and you hereby
agree as follows:

Upon
a Termination Event, consisting of both:



Liberate
will, within thirty days of the Termination Event, pay you twice your total taxable compensation for the prior fiscal year, with a minimum payment of $500,000 and a maximum
payment of $750,000.

For
these purposes, "Cause" consists of: (i) reckless or willful misconduct in the performance of your duties to Liberate; (ii) repeated unexplained or unjustified absence
from Liberate; (iii) commission of any act of fraud, embezzlement, or dishonesty with respect to Liberate; (iv) intentional unauthorized use or disclosure of confidential information or
trade secrets of Liberate (or any parent or subsidiary of Liberate); or (v) any other intentional misconduct that materially harms the business affairs of Liberate (or any parent or
subsidiary). These provisions do not constitute all of the acts or omissions that may be grounds for dismissal for purposes other than this Agreement.

You
will be solely responsible for any taxes that may be incurred as a result of such payments and Liberate will withhold applicable taxes from them.

"Golden Parachute" Limitations on Accelerated Payments.If Liberate's independent auditors (and if
they are not able to perform this evaluation, another nationally recognized accounting firm selected by Liberate) determines that you would receive a greater after-tax benefit if it
reduced any amount payable under this Agreement (for example, due to application of Section 4999 of the Internal Revenue Code relating to "excess parachute payments"), Liberate will pay you the
reduced amount calculated to provide you with the maximum after-tax value. If the independent auditors subsequently determine that the correct amount differs from the amount paid to you,
any under- or over-payment will be repayable within three months from the notice of the revised determination and bearing interest at the applicable federal rate (provided in
section 7872(f)(2) of the Internal Revenue Code of 1986, as amended) from the date of the under- or over-payment.

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Arbitration.The parties waive trial before a judge or jury and agree to arbitrate with the JAMS
arbitration service any dispute relating to this agreement or your recruitment, employment, or termination, except for claims relating to worker's compensation benefits, unemployment insurance, or
intellectual property rights. The arbitrator's decision will include written findings of fact and law and will be final and binding except to the extent that judicial review of arbitration awards is
required by law. JAMS procedural rules will govern the arbitration, except that the arbitrator will allow discovery authorized by the California Arbitration Act and any additional discovery necessary
to vindicate a claim
or defense. The arbitrator may award any remedy that would be available from a court of law. You may chose to hold the arbitration either in San Mateo County, California or the county where you worked
when the arbitrable dispute first arose. The parties will share the arbitration costs equally (except that Liberate will pay the arbitrator's fee and any other cost unique to arbitration) and will pay
their own attorney's fees except as required by law or separate agreement. This Agreement is governed by the laws of the State of California without regard to its
conflict-of-law rules.

Mutual Release of Claims.As a condition of receiving the payments under this Agreement and upon such
receipt thereof, each party releases the other from any claims against the other or against any affiliated persons or entities. This release includes, but is not limited to, any claims related to your
employment with Liberate, and any claims under past or present laws or regulations, including original and amended versions of Title VII of the Civil Rights Act of 1964; the California Fair Employment
and Housing Act; the Worker Adjustment and Retraining Notification Act; the California Constitution; the California Worker's Compensation Act; the Age Discrimination in Employment Act, the Older
Workers' Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Family Medical Leave Act; the Americans with Disabilities Act; and the National Labor Relations Act. You
confirm in connection with the above release that you are not aware of any such claims.

The
parties understand and acknowledge that they may not currently know of losses or claims or may have underestimated the severity of losses. Part of the consideration provided by this
Agreement was given in exchange for the release of such claims. The parties hereby waive any rights or benefits under California Civil Code Section 1542, which provides that:



Miscellaneous.Should you die before receiving any payments otherwise earned under this Agreement,
Liberate will make such payments to your estate. Other than specifically set forth above, nothing in this Agreement modifies your existing at-will employment relationship with Liberate or
otherwise changes the terms of your employment agreement.

|LIBERATE TECHNOLOGIES:                                          |  | YOU:
|--------------------------------------------------------------- |  | ----
|Mitchell Kertzman
Chief Executive Officer
Liberate Technologies |  |     

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EXHIBIT A
DEFINITION OF "CHANGE IN CONTROL"

"Change in Control" means:



A
transaction shall not constitute a Change in Control if its sole purpose is to change the state of Liberate's incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held Liberate's securities immediately before such transaction. A transaction shall not automatically be deemed a Change in Control if it
constitutes a stock repurchase or similar action initiated by Liberate that results in Oracle Corporation or its affiliates owning at least 50% of the total voting power represented by Liberate's then
outstanding voting securities unless Liberate's Board or Compensation Committee determines that such a transaction constitutes a Change in Control.

"Parent"
means any corporation (other than Liberate) in an unbroken chain of corporations ending with Liberate, if each of the corporations other than Liberate owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the effective date
of this Agreement shall be considered a Parent commencing as of such date.

"Subsidiary"
means any corporation (other than Liberate) in an unbroken chain of corporations beginning with Liberate, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the effective date of this Agreement shall be considered a Subsidiary commencing as of such date.

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