STOCKHOLDER VOTING AGREEMENT

Exhibit 99.2

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STOCKHOLDER VOTING AGREEMENT

STOCKHOLDER VOTING AGREEMENT, dated as of April 15, 2005 (this

"Agreement"), by and among SeaChange International, Inc. ("Purchaser") and the

stockholders of Liberate Technologies ("Seller") identified as the signatories

hereto (collectively, the "Principal Stockholders," and each a "Principal

Stockholder").

WHEREAS, in connection with the execution of this Agreement,

Purchaser and Seller are entering into an Asset Purchase Agreement, dated as

of April 15, 2005, by and among Purchaser, Seller and Liberate Technologies

B.V. (the "Netherlands Subsidiary"), as amended from time to time in

accordance with the terms thereof (the "Asset Purchase Agreement"), which

provides for, among other things, the sale, transfer, conveyance and

assignment by Seller and the Netherlands Subsidiary to Purchaser of all the

specified assets, properties, interest in properties and rights of Seller and

the Netherlands Subsidiary in the Non-North America Business (as defined in

the Asset Purchase Agreement) in accordance with the terms of the Asset

Purchase Agreement;

WHEREAS, Purchaser would not enter into the Asset Purchase Agreement

unless each Principal Stockholder were to enter into this Agreement;

WHEREAS, each Principal Stockholder is the record or Beneficial Owner

of the number of Owned Shares (as defined herein) set forth opposite such

Principal Stockholder's name on Schedule I hereto;

WHEREAS, the Board of Directors of each of Seller and the Netherlands

Subsidiary has, prior to the date of execution of this Agreement, duly and

validly approved and adopted the Asset Purchase Agreement; and

WHEREAS, as a stockholder of Seller, each Principal Stockholder will

benefit from the Asset Purchase Agreement.

NOW, THEREFORE, in consideration of Purchaser's entry into the Asset

Purchase Agreement, each Principal Stockholder agrees with each other and

Purchaser as follows:

1. Certain Definitions. Capitalized terms not expressly defined in

this Agreement will have the meanings ascribed to them in the Asset Purchase

Agreement. For purposes of this Agreement:

(a) "Beneficially Own," "Beneficial Owner" or "Beneficial Ownership"

with respect to any securities means having voting power or investment power

with respect to such securities (as determined pursuant to Rule 13d-3(a) under

the Securities Exchange Act of 1934, as amended), except for those shares of

Seller Common Stock which such Principal Stockholder has the right to acquire

within 60 days.

(b) "Family Group" means, with respect to a Principal Stockholder

that is a natural Person, such Person's spouse, descendants (whether natural

or adopted), or siblings.

(c) "Permitted Transferee" means, with respect to a Principal

Stockholder, (i) any member of such Stockholder's Family Group; (ii) the

estate or any of the heirs or legatees of such Stockholder upon such Person's

death; and (iii) any trust established and maintained for the benefit of (A)

any Principal Stockholder that is a natural Person or (B) any member of such

Stockholder's Family Group.

(d) "Seller Common Stock" means the common stock, par value $0.01 per

share, of Seller.

(e) "Transaction" means the Asset Purchase Agreement, the sale of

assets provided for therein and the consummation of the transactions

contemplated thereby.

2. Representations and Warranties of Principal Stockholders. Each

Principal Stockholder represents and warrants as follows:

(a) He or it Beneficially Owns the number of shares of Seller Common

Stock set forth on Schedule I attached hereto (the "Owned Shares"), free from

any lien, encumbrance, proxy, voting trust, voting agreement, voting

restriction, understanding, right of first refusal, limitation on disposition,

adverse claim of ownership, or restriction whatsoever and with full and sole

power to vote the Owned Shares without the consent or approval of any other

person or entity;

(b) Except for the Owned Shares set forth on Schedule I, he or it

does not Beneficially Own any other Seller Common Stock or hold any securities

convertible into or exchangeable for Seller Common Stock;

(c) Except as set forth on Schedule I hereto, he or it is the record

holder of the Owned Shares;

(d) This Agreement has been duly executed by each such Principal

Stockholder and constitutes the valid and legally binding obligation of each

such Principal Stockholder, enforceable against each such Principal

Stockholder in accordance with its terms, except to the extent that (x) the

enforceability thereof may be limited by bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium or other similar laws affecting the

enforcement of creditor's rights generally and (y) the availability of

equitable remedies may be limited by equitable principles of general

applicability;

(e) The execution, delivery and performance of this Agreement by each

such Principal Stockholder and the proxy contained herein does not violate or

breach, and will not give rise to any violation or breach of, such Principal

Stockholder's certificate of formation or limited liability company agreement

or other organizational documents (if such Principal Stockholder is not an

individual), or any law, contract, instrument, arrangement or agreement by

which such Principal Stockholder is bound;

(f) The execution, delivery and performance of this Agreement and the

proxy contained herein do not, and performance of this Agreement will not,

require any consent, approval, authorization or permit of, or filing with or

notification to, any governmental or regulatory authority (other than any

necessary filing under the Exchange Act), domestic or foreign;

(g) The execution, delivery and performance of this Agreement by each

such Principal Stockholder and the other signatories hereto and the proxy

contained herein does not create or give rise to any right in such Principal

Stockholder or, to such Principal Stockholder's knowledge, in any other

signatory hereto or any other person, with respect to the Owned Shares or any

other security of Seller (including, without limitation, voting rights and

rights to purchase or sell any shares of Seller Common Stock or other

securities of Seller) pursuant to any stockholders' agreement or similar

agreement or commitment, other than any such right as is duly and validly

waived pursuant to Section 6 of this Agreement; and

(h) The representations and warranties by each Principal Stockholder

in Section 2(a) made herein are qualified in their entirety by the effects of

applicable community property laws and the laws affecting the rights of

marital partners generally.

For all purposes of this Agreement, Owned Shares shall include any

shares of Seller as to which Beneficial Ownership is acquired by a Principal

Stockholder after the execution hereof.

3. Covenant to Vote.

(a) Each Principal Stockholder irrevocably and unconditionally agrees

that, during the period commencing on the date hereof and continuing until the

termination of this Agreement in accordance with Section 12 hereof:

(i) at any meeting (whether annual or special and whether or

not an adjourned or postponed meeting) of the holders of Seller Common Stock

held during the term of this Agreement called to vote upon the Transaction,

however called, such Principal Stockholder will, provided that such Principal

Stockholder has received written notice from Purchaser within a reasonable

period of time prior to any such meeting that Purchaser is unable to vote the

Owned Shares subject to the irrevocable proxy set forth in Section 4 herein

(the "Proxy") at the meeting, appear at the meeting or otherwise cause the

Owned Shares to be counted as present thereat for purposes of establishing a

quorum and vote or consent (or cause to be voted or consented) the Owned

Shares in favor of the Transaction;

(ii) such Principal Stockholder will execute and deliver (or

cause to be executed and delivered) any written consent in favor of the

Transaction with respect to all of the Owned Shares; and

(iii) such Principal Stockholder will not vote, or cause to

be voted, any Owned Shares (or otherwise provide a proxy or consent or enter

into another voting agreement with respect thereto) in favor of any other

Alternative Proposal, nor vote th