EXHIBIT 9.4

EXECUTION COPY

STANDSTILL AGREEMENT

entered into as of

January 23, 2001

between

LIBERATE TECHNOLOGIES,

DELPHI ASSET MANAGEMENT CORPORATION,

US TRUST COMPANY OF DELAWARE,
AS CO-TRUSTEE,

AND

UNITED STATES TRUST COMPANY OF NEW YORK,
AS CO-TRUSTEE

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"Restricted Securities"means any (1) Common Shares and any other securities or rights convertible into
or exchangeable or exercisable for such Common Shares and (2) any other voting securities of the Company or securities or rights convertible into exchangeable or exercisable for voting
securities of the Company.

"Securities Act"means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Shareholder Group"means Shareholder, the Trust and their respective Affiliates.

"Total Voting Power"means the aggregate number of votes which may be cast by holders of outstanding Common Shares.

"Trust Agreement"means the Irrevocable Trust Agreement by and among Delphi Asset Management Corporation, US Trust Company of Delaware
and United States Trust Company of New York entered into as of January 23, 2001.

ARTICLE 2

COVENANTS OF SHAREHOLDER AND THE TRUST

SECTION
2.01.Acquisition of Restricted Securities.During the term of this Agreement, Shareholder
agrees that Shareholder will not, and will not permit its Affiliates to, purchase or otherwise acquire, or agree or offer to purchase or otherwise acquire, ownership of any Restricted Securities.

SECTION
2.02.Sale or Transfer of Restricted Securities.During the term of this Agreement, each of the
Shareholder and the Trustee agrees that it will not, and will not permit its Affiliates to, sell, pledge, encumber or otherwise transfer, or agree to sell, pledge, encumber or otherwise transfer,
directly or indirectly, any Restricted Securities, except:



SECTION
2.03.Certain Actions.During the term of this Agreement, each of Shareholder and the Trustee
agrees that it will not:



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SECTION
2.04.Voting by the Trust.During the term of this Agreement, the Trustee agrees that it shall
vote or cause to be voted all Common Shares owned by the Trust solely pursuant to the terms of the Trust Agreement.

ARTICLE 3

TERMINATION

SECTION
3.01.Termination.This Agreement shall terminate upon the occurrence of any of the following:



ARTICLE 4

MISCELLANEOUS

SECTION
4.01.Notices.All notices, requests and other communications to either party hereunder shall
be in writing (including telecopy or similar writing) and shall be given,

if
to the Company, to:



if
to Shareholder, to:



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if
to Trustee, to:



and



or
such other address or telecopier number as such party may hereafter specify for the purpose by notice to the other party hereto. Each such notice, request or other communication sdhall be effective
when delivered at the address specified in this section 4.01.

SECTION
4.02.Amendments; No Waivers.



SECTION
4.03.Counterparts; Effectiveness.This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective as of the date first above
written.

SECTION
4.04.Governing Law.This agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to the conflicts of law rules of such state.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

| |  | LIBERATE TECHNOLOGIES                                                                                      
| |  | -----------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                        
| |  |                                                                                                            
| |  |                                                                                                            
| |  | DELPHI ASSET MANAGEMENT CORPORATION                                                                        
| |  | By:                                                                                                        
| |  |                                                                                                            
| |  |                                                                                                            
| |  | US TRUST COMPANY OF DELAWARE, not in its individual capacity, but solely as Trustee of the Trust           
| |  | By:                                                                                                        
| |  |                                                                                                            
| |  |                                                                                                            
| |  | UNITED STATES TRUST COMPANY OF NEW YORK, not in its individual capacity, but solely as Trustee of the Trust
| |  | By:                                                                                                        
| |  |                                                                                                            
| |  |                                                                                                            

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