SCHEDULE 14A INFORMATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as Permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

INTERTRUST TECHNOLOGIES CORPORATION
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(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:

[INTERTRUST LOGO]

INTERTRUST TECHNOLOGIES CORPORATION
4750 Patrick Henry Drive
Santa Clara, California 95054

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held November 27, 2001

The Annual Meeting of Stockholders (the "Annual Meeting") of InterTrust
Technologies Corporation (the "Company") will be held at the Westin Santa
Clara, 5101 Great America Parkway, Santa Clara, California, on Tuesday,
November 27, 2001, at 2:00 p.m. for the following purposes:

1. To elect eight (8) directors of the Board of Directors to serve until
the next Annual Meeting or until their successors have been duly elected and
qualified;

2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001; and

3. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the attached
Proxy Statement.

Only stockholders of record at the close of business on October 16, 2001 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company's headquarters located at 4750 Patrick
Henry Drive, Santa Clara, California, during ordinary business hours for the
ten-day period prior to the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Victor Shear
Victor Shear
Chairman of the Board and Chief
Executive Officer

Santa Clara, California
October 25, 2001

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY
VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.

INTERTRUST TECHNOLOGIES CORPORATION
4750 Patrick Henry Drive
Santa Clara, California 95054

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To be held November 27, 2001

These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of InterTrust Technologies Corporation, a
Delaware corporation (the "Company"), for the Annual Meeting of Stockholders
(the "Annual Meeting") to be held at the Westin Santa Clara, 5101 Great America
Parkway, Santa Clara, California, on Tuesday, November 27, 2001, at 2:00 p.m.,
and at any adjournment or postponement of the Annual Meeting. These proxy
materials were first mailed to stockholders on or about October 25, 2001.

PURPOSE OF MEETING

The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Stockholders.
Each proposal is described in more detail in this Proxy Statement.

VOTING RIGHTS AND SOLICITATION OF PROXIES

The Company's common stock is the only type of security entitled to vote at
the Annual Meeting. On October 16, 2001, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 95,020,256
shares of common stock outstanding. Each stockholder of record on October 16,
2001 is entitled to one vote for each share of common stock held by such
stockholder on October 16, 2001. All share numbers in this Proxy Statement
(including the number of shares outstanding on the record date for the Annual
Meeting) have been adjusted to reflect the two-for-one stock split effected by
the Company on February 24, 2000. All votes will be tabulated by the inspector
of election appointed for the meeting, who will separately tabulate affirmative
and negative votes, abstentions and broker non-votes.

Quorum Required

The Company's bylaws provide that the holders of a majority of the Company's
common stock issued and outstanding and entitled to vote at the Annual Meeting,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at the Annual Meeting. Abstentions and broker non-votes
will be counted as present for the purpose of determining the presence of a
quorum.

Votes Required

Proposal 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled
to vote at the Annual Meeting. The eight (8) nominees for director receiving
the highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total.

Proposal 2. Ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 2001
requires the affirmative vote of a majority of those shares present in person,
or represented by proxy, and cast either affirmatively or negatively at the
Annual Meeting. Abstentions and broker non-votes will not be counted as having
been voted on the proposal.

Proxies

Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your
proxy when properly completed. In the event no directions are specified, such
proxies will be voted FOR the Nominees of the Board of Directors (as set forth
in Proposal 1), FOR Proposal 2 and in the discretion of the proxy holders as to
other matters that may properly come before the Annual Meeting. You may also
revoke or change your proxy at any time before the Annual Meeting. To do this,
send a written notice of revocation or another signed proxy with a later date
to the Secretary of the Company at the Company's principal executive offices
before the beginning of the Annual Meeting. You may also automatically revoke
your proxy by attending the Annual Meeting and voting in person. All shares
represented by a valid proxy received prior to the Annual Meeting will be
voted.

Solicitation of Proxies

The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the
proxy, and any additional soliciting material furnished to stockholders. Copies
of solicitation material will be furnished to brokerage houses, fiduciaries,
and custodians holding shares in their names that are beneficially owned by
others so that they may forward this solicitation material to such beneficial
owners. In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees, or at
the Company's request, MacKenzie Partners, Inc., a professional proxy
solicitation firm. No additional compensation will be paid to directors,
officers or employees for such services, but MacKenzie Partners, Inc. will be
paid its customary fee, estimated to be about $5,000, if it renders
solicitation services.

PROPOSAL 1

ELECTION OF DIRECTORS

The directors who are being nominated for reelection to the Board of
Directors (the "Nominees"), their ages as of October 1, 2001, their positions
and offices held with the Company as of October 1, 2001, and certain
biographical information are set forth below. The proxy holders intend to vote
all proxies received by them in the accompanying form FOR the Nominees listed
below unless otherwise instructed. In the event any Nominee is unable or
declines to serve as a director at the time of the Annual Meeting the proxies
will be voted for any nominee who may be designated by the present Board of
Directors to fill the vacancy. As of the date of this Proxy Statement, the
Board of Directors is not aware of any Nominee who is unable or will decline to
serve as a director. The eight (8) nominees receiving the highest number of
affirmative votes of the shares entitled to vote at the Annual Meeting will be
elected directors of the Company to serve until the next Annual Meeting or
until their successors have been duly elected and qualified.

Nominees Age Positions and Offices Held with the Company
-------- --- -------------------------------------------

Victor Shear............ 54 Chairman of the Board and Chief Executive Officer
David Lockwood (2)(3)... 41 Executive Vice Chairman and Director
Edmund J. Fish.......... 39 Director and President, MetaTrust Utility
David C. Chance......... 44 Director
Bruce Fredrickson (1)... 58 Director
Satish K. Gupta (1)(2).. 56 Director
Patrick S. Jones (2).... 56 Director
Timo Ruikka............. 45 Director

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(1) Member of Compensation Committee.

(2) Member of Audit Committee.

(3) Mr. Lockwood became executive vice chairman of InterTrust in October 2001,
and will become president of InterTrust in November 2001, and no longer
qualifies as an independent member of the Audit Committee under the listing
standards of the Nasdaq National Market. The Company has undertaken a
search for a new director to serve on the Board of Directors and on the
Audit Committee who will meet such independence standards.

Victor Shear has served as chairman of the board and chief executive officer
of InterTrust since its inception in January 1990. Before founding InterTrust,
Mr. Shear co-founded Personal Library Software, Inc., a text and document
database company, in June 1986. Mr. Shear served as chairman, president and
chief executive officer of Data Scientific Corporation, a software developer of
scientific workstations, from May 1982 to February 1985. Mr. Shear received a
B.A. in sociology from Brandeis University.

David Lockwood has served as executive vice chairman of InterTrust since
October 2001 and as a director since October 2000. Mr. Lockwood will become
president of InterTrust effective as of November 1, 2001. Before joining
InterTrust, from January 2000 to October 2001, Mr. Lockwood was the managing
partner of Reuters Greenhouse Fund, a venture capital firm. Prior to joining
Reuters Greenhouse Fund, Mr. Lockwood spent 10 years at Goldman, Sachs & Co.,
most recently as a managing director. Mr. Lockwood currently serves on the
board of directors of Forbes.com. Mr. Lockwood previously served on the boards
of directors of Epoch, Logicworx, @themoment, Aurigin Systems, Moreover and
Zeroknowledge, and was the chairman of the board of Venture One. Mr. Lockwood
received a B.A. from Miami University and an M.B.A. from the University of
Chicago.

Edmund J. Fish has served as a director and president, MetaTrust Utility of
InterTrust since December 2000. From January 2000 to December 2000, Mr. Fish
served as executive vice president and chief business officer of InterTrust.
From June 1999 to January 2000, Mr. Fish served as senior operating officer and
executive vice president, corporate development of InterTrust. From September
1995 to June 1999, Mr. Fish served as general

counsel and vice president, corporate development of InterTrust. Before joining
InterTrust, Mr. Fish practiced law in the Silicon Valley, Washington D.C. and
New York offices of Weil, Gotshal & Manges, an international law firm, from
August 1989 to August 1995. Mr. Fish received a B.S. in biomedical engineering
from Marquette University and a J.D. from Wayne State University.

David C. Chance has served as an employee and as a director of InterTrust
since October 1999. Mr. Chance also served as executive vice chairman of
InterTrust from October 1999 to October 2001. Before joining InterTrust, from
January 1994 to January 1998, Mr. Chance was deputy managing director of BskyB
Group Ltd., a leading United Kingdom pay-television and media company, and
continued to serve as a consultant and non-executive director until August
1999. In addition, Mr. Chance is a non-executive director of Modern Times
Group, the primary pay-television operator in Scandinavia, and Sunderland
football club. Mr. Chance also serves on the board of the New Millenium
Experience Company, responsible for the Millenium Dome project in London. Mr.
Chance received a B.S. in psychology, a B.A. in industrial relations, and an
M.B.A. from the University of North Carolina at Chapel Hill.

Bruce Fredrickson has served as a director of InterTrust since February
1993. Mr. Fredrickson has also served as president of Tactical Marketing
Ventures LLC, a marketing firm for computer hardware, software, and Internet
service companies, since September 1991. Before his position with Tactical
Marketing Ventures, Mr. Fredrickson served as vice president of marketing for
Ingram Micro, a computer products distributor, from February 1986 to August
1991. Mr. Fredrickson received a B.S. in liberal arts from St. Olaf College and
an M.S. in communications and media from the University of Colorado.

Satish K. Gupta has served as a director of InterTrust since February 1993.
Mr. Gupta has been the president and chief executive officer of Cradle
Technologies, a semiconductor company, since July 1998. From May 1994 to June
1998, Mr. Gupta was vice president of corporate marketing and business
development of Cirrus Logic, a semiconductor company, and from June 1991 to May
1994, he was vice president of strategic marketing and advanced development of
Media Vision, a multi-media peripherals company. Mr. Gupta received a B.E. in
electrical engineering in India from Birla Institute of Technology and Science,
an S.M. in electrical engineering from Massachusetts Institute of Technology,
and an M.S. in engineering and economic systems from Stanford University.

Patrick S. Jones has served as a director of InterTrust since July 2001. Mr.
Jones served as a senior vice president and chief financial officer of Gemplus
S.A., a smart card device manufacturer, from June 1998 to March 2001. From June
1992 to June 1998, Mr. Jones served as a vice president and corporate
controller of Intel Corporation, a semiconductor manufacturer. Mr. Jones also
serves on the board of directors of Genesys S.A. and is the chairman of the
board of Dione Plc. Mr. Jones holds a B.A. in international economics from the
University of Illinois and an M.B.A from St. Louis University.

Timo Ruikka has served as a director of InterTrust since March 2001. Mr.
Ruikka has been a vice president of industry initiatives of Nokia Corporation,
an electronics and communications network equipment company, since July 2001.
From April 1999 to July 2001, Mr. Ruikka served as a vice president of Nokia,
Inc., the United States subsidiary of Nokia Corporation. From January 1998 to
March 1999, Mr. Ruikka served as vice president and senior vice president of
Nokia Corporation. Mr. Ruikka has an L.L.M. degree from Turku University in
Finland. Mr. Ruikka was nominated by Nokia Corporation to serve as a director
of InterTrust in connection with an investment by Nokia Finance International
B.V. in InterTrust.

Board of Directors Meetings and Committees

During the fiscal year ended December 31, 2000, the Board of Directors held
twenty (20) meetings and never acted by written consent in lieu of a meeting.
For the fiscal year, each of the directors during the term of their tenure
attended or participated in at least 75% of the aggregate of (i) the total
number of meetings or actions by written consent of the Board of Directors and
(ii) the total number of meetings held by all committees of the

Board of Directors on which each such director served. The Board of Directors
has two (2) standing committees: the Audit Committee and the Compensation
Committee.

The Audit Committee was created on July 22, 1999 and became effective on the
effective date of the Company's initial public offering of its securities,
October 26, 1999. The Audit Committee reviews, acts on and reports to the Board
of Directors with respect to various auditing and accounting matters, including
the selection of the Company's auditors, the scope of the annual audits, fees
to be paid to the Company's auditors, the performance of the Company's auditors
and the accounting practices of the Company. During the fiscal year ended
December 31, 2000, the members of the Audit Committee were Messrs. Fredrickson
and Gupta. During the fiscal year ended December 31, 2000, the Audit Committee
of the Board of Directors held four (4) meetings. Currently, the members of the
Audit Committee are Messrs. Gupta, Lockwood and Jones. Until October 2001, when
Mr. Lockwood became executive vice chairman of InterTrust, each of the members
of the current Audit Committee was independent as defined under the listing
standards of the Nasdaq National Market. The Company has undertaken a search
for a new director to serve on the Board of Directors and on the Audit
Committee who will meet such independence standards.

The Compensation Committee was created on July 22, 1999 and became effective
on the effective date of the Company's initial public offering of its
securities, October 26, 1999. The Compensation Committee reviews the
performance of the executive officers of the Company, establishes compensation
programs for the officers, and reviews the compensation programs for other key
employees, including salary and cash bonus levels and option grants under the
1995 Stock Plan, 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan
and 2000 Supplemental Option Plan. The members of the Compensation Committee
are Messrs. Fredrickson and Gupta. During the fiscal year ended December 31,
2000, the Compensation Committee of the Board of Directors held three (3)
meetings and acted by written consent in lieu of a meeting on six (6)
occasions.

Compensation of Directors

Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company also
does not pay compensation for committee participation or special assignments of
the Board of Directors.

Non-employee directors are eligible to receive options under the Company's
1999 Non-Employee Director's Option Plan ("Director's Plan"). Each individual
who first joins the Company's Board of Directors as a non-employee director
after the effective date of the Company's initial public offering will receive
at that time a fully vested option for 30,000 shares of the Company's common
stock. In addition, at each of the Company's annual stockholders' meetings,
each non-employee director who will continue to be a director after that
meeting will automatically be granted a fully vested option for 10,000 shares
of the Company's common stock. However, any non-employee director who receives
an option for 30,000 shares under this Director's Plan will first become
eligible to receive the annual option for 10,000 shares at the annual meeting
that occurs during the calendar year following the year in which he received
the option for 30,000 shares. Pursuant to the terms of the Director's Plan in
effect on September 26, 2000, automatic grants of options to purchase 10,000
shares of common stock were made to each of Messrs. Fredrickson and Gupta at an
exercise price of $13.313 per share. Also, pursuant to the terms of the
Director's Plan, each of Messrs. Jones, Lockwood and Ruikka automatically
received options to purchase 30,000 shares of common stock on the date each
such individual became a non-employee director, at the exercise prices of
$1.10, $6.187 and $3.75, respectively. In addition, pursuant to the terms of
the Director's Plan, on the date of the 2001 Annual Meeting, each of Messrs.
Fredrickson, Gupta, and Lockwood will be automatically granted options to
purchase 10,000 shares of common stock assuming they are reelected to the
Company's Board of Directors at the 2001 Annual Meeting.

In addition, Messrs. Fredrickson and Gupta, two of the Company's
non-employee directors, have each received the following options to purchase
shares of common stock of the Company: (i) 160,000 shares at an exercise price
of $0.3125 per share in February 1994; (ii) 30,000 shares at an exercise price
per share of $7.00 in

October 1999; (iii) 40,000 shares at an exercise price of $82.50 per share in
March 2000; (iv) 40,000 shares at an exercise price of $2.10 per share in May
2001; and (v) 25,000 shares at an exercise price of $1.10 per share in June
2001. Mr. Lockwood, a non-employee director until October 2001, also received
an option to purchase 25,000 shares of common stock in June 2001 at an exercise
price of $1.10 and, in connection with his recent commencement of employment
with the Company as its executive vice chairman, received an option to purchase
1,500,000 shares of common stock in September 2001 at an exercise price of
$1.07 per share. In addition, in July 2001 the Company granted to Mr. Jones, a
non-employee director, an option to purchase 10,000 shares of common stock at
an exercise price of $1.23 per share.

Non-employee directors are also eligible to receive options and be issued
shares of common stock under the Company's 1999 Equity Incentive Plan.
Directors who are also employees of the Company are eligible to receive options
and be issued shares of common stock under the Company's 1999 Equity Incentive
Plan and are also eligible to participate in the Company's 1999 Employee Stock
Purchase Plan.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.

PROPOSAL 2
RATIFICATION OF INDEPENDENT AUDITORS

The Company is asking the stockholders to ratify the appointment of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending
December 31, 2001. The affirmative vote of the holders of a majority of shares
present or represented by proxy and voting at the Annual Meeting will be
required to ratify the appointment of Ernst & Young LLP.

In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
stockholders' best interests.

Ernst & Young LLP has audited the Company's financial statements since 1994.
Its representatives are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 2.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 1, 2001, certain information
with respect to shares beneficially owned by (i) each person who is known by
the Company to be the beneficial owner of more than five percent of the
Company's issued and outstanding shares of common stock, (ii) each of the
Company's directors and the executive officers named in Executive Compensation
and Related Information and (iii) all current directors and executive officers
as a group. Beneficial ownership has been determined in accordance with Rule
13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to
be beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition, shares
are deemed to be beneficially owned by a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant) within
sixty (60) days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares is
deemed to include the amount of shares beneficially owned by such person (and
only such person) by reason of such acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in the following table
does not necessarily reflect the person's actual voting power at any particular
date.

Shares Beneficially
Owned(1)(2)
--------------------
Number of Percentage
Name of Beneficial Owner Shares of Total
------------------------ ---------- ----------

Victor Shear............................................. 15,103,096 15.9%
David Lockwood (3)....................................... 2,486,900 2.6%
Edmund J. Fish (4)....................................... 669,376 *
Patrick Nguyen (5)....................................... 438,338 *
Satish K. Gupta (6)...................................... 430,000 *
David C. Chance (7)...................................... 419,270 *
Duncan Davidson (8)...................................... 211,573 *
Bruce Fredrickson (9).................................... 174,950 *
David Maher (10)......................................... 152,740 *
Ron Hankison (11)........................................ 144,787 *
Patrick S. Jones (12).................................... 50,000 *
Timo Ruikka (13)......................................... 30,000 *
All current directors and executive officers as a group
(13 persons) (14)...................................... 20,419,022 21.1%

--------
* Less than 1%

(1) Percentage ownership is based on 94,978,361 shares of common stock
outstanding on October 1, 2001.

(2) Shares of common stock subject to options currently exercisable or
exercisable within 60 days of October 1, 2001 are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
options but are not deemed outstanding for computing the percentage
ownership of any other person. Except pursuant to applicable community
property laws or as indicated in the footnotes to this table, each
stockholder identified in the table possesses sole voting and investment
power with respect to all shares of common stock shown as beneficially
owned by such stockholder. Unless otherwise indicated, the address of each
of the individuals listed in the table is c/o InterTrust Technologies
Corporation, 4750 Patrick Henry Drive, Santa Clara, CA 95054.

(3) Includes 55,000 shares subject to options that are exercisable within 60
days of October 1, 2001.

(4) Includes 240,938 shares subject to options that are exercisable within 60
days of October 1, 2001.

(5) Includes 298,330 shares subject to options that are exercisable within 60
days of October 1, 2001.

(6) Includes 275,000 shares subject to options that are exercisable within 60
days of October 1, 2001.

(7) Includes 419,270 shares subject to options that are exercisable within 60
days of October 1, 2001.

(8) Mr. Davidson resigned from his position as Senior Vice President, Business
Development in December 2000. Includes 209,173 shares held by the Davidson
Family Revocable Trust. Mr. Davidson is the trustee of the Davidson Family
Revocable Trust and exercises voting and investment power over these
shares.

(9) Includes 115,000 shares subject to options that are exercisable within 60
days of October 1, 2001.

(10) Includes 147,790 shares subject to options that are exercisable within 60
days of October 1, 2001.

(11) Mr. Hankison resigned from his position as Senior Vice President and
General Manager of Development and Technical Operations in April 2001.
Includes 144,787 shares subject to options that are exercisable within 60
days of October 1, 2001.

(12) Includes 40,000 shares subject to options that are exercisable within 60
days of October 1, 2001.

(13) Includes 30,000 shares subject to options that are exercisable within 60
days of October 1, 2001.

(14) Includes 2,005,680 shares subject to options that are exercisable within
60 days of October 1, 2001 in addition to the shares described in Notes 3
through 7, Notes 9 and 10 and Notes 12 and 13.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") was formed on July 22, 1999. The
charter for the Committee provides that it has the exclusive authority to
establish the level of base salary payable to the chief executive officer
("CEO") and certain other executive officers of the Company and to administer
the Company's 1999 Equity Incentive Plan, 1999 Employee Stock Purchase Plan and
2000 Supplemental Option Plan. In addition, the Committee has the
responsibility for approving the individual bonus programs to be in effect for
the CEO and certain other executive officers and other key employees each
fiscal year.

For the 2000 fiscal year, the process utilized by the Compensation Committee
in determining executive officer compensation levels was based on the
subjective judgment of the Compensation Committee. Among the factors considered
by the Compensation Committee were the recommendations of the CEO with respect
to the compensation of the Company's key executive officers. However, the
Compensation Committee made the final compensation decisions concerning such
officers.

General Compensation Policy. The Compensation Committee's fundamental policy
is to offer the Company's executive officers competitive compensation
opportunities based upon overall Company performance, their individual
contribution to the financial success of the Company and their personal
performance. It is the Compensation Committee's objective to have a substantial
portion of each officer's compensation contingent upon the Company's
performance, as well as upon his or her own level of performance. Accordingly,
each executive officer's compensation package consists of one or more of the
following: (i) base salary, (ii) discretionary cash bonus and (iii) long-term
stock-based incentive awards.

Base Salary. The base salary for each executive officer is set on the basis
of general market levels and personal performance. Each individual's base pay
is positioned relative to the total compensation package, including cash
incentives and long-term incentives.

Annual Cash Bonuses. Each executive officer may be eligible for a cash bonus
at the discretion of the Compensation Committee. The Compensation Committee
considers an executive's performance and contribution to the Company. Actual
bonuses paid reflect an individual's accomplishment of corporate and functional
objectives.

Long-Term Incentive Compensation. During fiscal 2000, the Compensation
Committee, in its discretion, did not make option grants to any of its
executive officers other than the initial option grants made to Mr. Hankison in
connection with the commencement of his employment and smaller grants made to
Messrs. Fish and Nguyen in consideration of superior performance during the
prior year. Generally, a significant grant is made in the year that an officer
commences employment and no grant is made in the second year. Thereafter,
option grants may be made at varying times and in varying amounts in the
discretion of the Compensation Committee. Generally, the size of each grant is
set at a level that the Compensation Committee deems appropriate to create a
meaningful opportunity for stock ownership based upon the individual's position
with the Company, the individual's potential for future responsibility and
promotion, the individual's performance in the recent period and the number of
unvested options held by the individual at the time of the new grant. The
relative weight given to each of these factors will vary from individual to
individual at the Compensation Committee's discretion.

Each grant allows the officer to acquire shares of the Company's common
stock at a fixed price per share (the market price on the grant date) over a
specified period of time. The option vests in periodic installments generally
over a two to four year period, contingent upon the executive officer's
continued employment with the Company. The vesting schedule and the number of
shares granted are generally established to create a meaningful incentive in
each year following the year of grant. Accordingly, the option will provide a
return to the executive officer only if he or she remains in the Company's
employ, and then only if the market price of the Company's common stock
appreciates over the option term.

CEO Compensation. The annual base salary for Mr. Shear, the Company's
chairman of the board and CEO, was established by the Committee on January 27,
2000 for the period January 1 to December 31, 2000. The Committee's decision
was made primarily on the basis of the Committee's subjective evaluation of Mr.
Shear's personal performance of his duties as measured by the Company's
performance. The remaining cash components of the CEO's 2000 fiscal year
incentive compensation were entirely dependent upon financial performance and a
measure of individual objectives and provided no dollar guarantees. No bonus
was paid to the CEO for the fiscal year 2000.

Tax Limitation. Under the Federal tax laws, a publicly held company such as
the Company will not be allowed a federal income tax deduction for compensation
paid to certain executive officers to the extent that compensation exceeds $1
million per officer in any year. To qualify for an exemption from the $1
million deduction limitation, the stockholders were asked to approve a
limitation under the Company's 1999 Equity Incentive Plan on the maximum number
of shares of common stock for which any one participant may be granted stock
options per fiscal year. Because this limitation was adopted, any compensation
deemed paid to an executive officer when he exercises an outstanding option
under the 1999 Equity Incentive Plan with an exercise price equal to the fair
market value of the option shares on the grant date will qualify as
performance-based compensation that will not be subject to the $1 million
limitation. Since it is not expected that the cash compensation to be paid to
the Company's executive officers for the 2001 fiscal year will exceed the $1
million limit per officer, the Compensation Committee will defer any decision
on whether to limit the dollar amount of all other compensation payable to the
Company's executive officers to the $1 million cap.

Compensation Committee

Bruce Fredrickson
Satish K. Gupta

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board of Directors was created
on July 22, 1999 and became effective on the effective date of the Company's
initial public offering of its securities, October 26, 1999. The members of the
Compensation Committee are Messrs. Fredrickson and Gupta. Neither of these
individuals was at any time during 2000, or at any other time, an officer or
employee of the Company. No executive officer of the Company serves as a member
of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee serves as the representative of the Board of Directors
for general oversight of the Company's financial accounting and reporting
process, system of internal control, audit process, and process for monitoring
compliance with laws and regulations and the Company 's Standards of Business
Conduct. The Audit Committee annually recommends to the Board of Directors the
appointment of a firm of independent auditors to audit the financial statements
of the Company. A more detailed description of the functions of the Audit
Committee can be found in the Company's Audit Committee Charter, attached to
this proxy statement as Appendix A.

The Audit Committee was organized in July 1999. The Audit Committee for the
last calendar year consisted of Messrs. Fredrikson and Gupta and presently
consists of Messrs. Gupta, Lockwood and Jones. The Audit Committee held four
meetings during the last calendar year. In addition, the Audit Committee met
once in 2001 to discuss the audit for the last fiscal year.

The Company's management has primary responsibility for preparing the
Company's financial statements and financial reporting process. The Company's
independent auditors, Ernst & Young LLP, are responsible for expressing an
opinion on the conformity of the Company's audited financial statements to
generally accepted accounting principles. The Audit Committee has general
oversight responsibility with respect to the Company's financial reporting, and
reviews the results and scope of the audit and other services provided by the
Company's independent auditors.

In this context, the Audit Committee hereby reports as follows:

. The Audit Committee has reviewed and discussed the audited financial
statements with the Company's management and the independent auditors.

. The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No.
61 (Codification of Statements on Auditing Standard, AU 380).

. The Audit Committee discussed with the independent auditor's the
auditor's independence from the Company and its management. The Audit
Committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard
No.1 (Independence Standards Board Standards No.1, Independence
Discussions with Audit Committees) and has discussed with the
independent auditors the independent auditors' independence.

Audit Fees

Fees for the fiscal year 2000 audit and the review of Forms 10-Q were
$183,000 of which an aggregate amount of $82,000 had been billed through
December 31, 2000.

Financial Information Systems Design and Implementation Fees

There were no fees billed for financial information systems design and
implementation rendered by Ernst & Young LLP for the fiscal year ended December
31, 2000.

All Other Fees

Aggregate fees billed for all other services rendered by Ernst & Young LLP
for the fiscal year ended December 31, 2000 were $501,000.

Based on the review and discussions referred to in paragraphs (1) through
(3) above, the Audit Committee recommended to the Board of Directors, and the
Board of Directors has approved, that the audited financial

statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, for filing with the Securities and
Exchange Commission. The Audit Committee and the Board of Directors have also
recommended, subject to stockholder approval, the selection of Ernst & Young
LLP, as the Company's independent auditors.

Until October 2001, when Mr. Lockwood became executive vice chairman of
InterTrust, each of the members of the Audit Committee was independent as
defined under the listing standards of the Nasdaq National Market. The Company
has undertaken a search for a new director to serve on the Board of Directors
and on the Audit Committee who will meet such independence standards.

Submitted by the following members of the Audit Committee:

Bruce Fredrickson
Satish Gupta

STOCK PERFORMANCE GRAPH

The graph set forth below compares the cumulative total stockholder return
on the Company's common stock between October 27, 1999 (the date the Company's
common stock commenced public trading) and December 31, 2000 with the
cumulative total return of (i) the CRSP Total Return Index for the Nasdaq Stock
Market (U.S. Companies) (the "Nasdaq Stock Market-U.S. Index") and (ii) the
J.P. Morgan H&Q Internet 100 Index (the "Internet Index") over the same period.
This graph assumes the investment of $100.00 on October 27, 1999, in the
Company's common stock, the Nasdaq Stock Market-U.S. Index and the Internet
Index and assumes the reinvestment of dividends, if any.

The comparisons shown in the graph below are based upon historical data. The
Company cautions that the stock price performance shown in the graph below is
not indicative of, nor intended to forecast, the potential future performance
of the Company's common stock.

Comparison of Cumulative Total Return Among InterTrust Technologies
Corporation, the Nasdaq Stock Market-U.S. Index and the J.P. Morgan H&Q
Internet 100 Index

[PERFORMANCE CHART APPEARS HERE]

INTERTRUST NASDAQ STOCK JP MORGAN H&Q
TECHNOLOGIES CORP MARKET (U.S.) INTERNET 100
----------------- ------------- -------------

10/27/1999 100 100 100
12/1999 216.32 145.12 189.2
3/2000 156.32 162.89 197.62
6/2000 75.63 141.63 146.61
9/2000 44.37 130.34 141.04
12/2000 12.41 87.34 72.8

The Company effected its initial public offering of common stock on October
26, 1999 at a price of $9.00 per share. The graph above, however, commences
with the closing price of $27.188 per share on October 27, 1999--the date the
Company's common stock commenced public trading.

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by the Company under those statutes, the
Compensation Committee Report and Stock Performance Graph shall not be deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by the Company under those statutes.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation of Executive Officers

The following table presents information about compensation paid by the
Company in 2000 for services by the Company's chief executive officer, the
Company's four other highest-paid executive officers who were officers as of
the end of fiscal year 2000, and one officer who ceased employment during the
year (collectively the "Named Executive Officers") whose total salary and bonus
for the fiscal year exceeded $100,000:

Summary Compensation Table

Long-Term
Compensation
Awards
------------
Annual Compensation Number of
------------------------------- Securities
Other Annual Underlying
Name and Principal Position Year Year Salary($) Bonus($) Compensation($) Options(#)
-------------------------------- ---- --------- -------- --------------- ------------

Victor Shear.......................... 2000 $249,375 -- $59,530(1) --
Chairman of the Board and 1999 175,000 -- 38,528(2) --
Chief Executive Officer 1998 175,000 -- -- --

Edmund J. Fish........................ 2000 222,500 -- 1,816(3) 125,000
Director and 1999 180,000 $200,000 -- --
President, MetaTrust Utility 1998 169,751 -- -- 80,000

Ronald Hankison (4)................... 2000 176,282 -- -- 325,000
Former Senior Vice President and 1999 -- -- -- --
Former General Manager of Development 1998 -- -- -- --
and Technical Operations

David Maher (5)....................... 2000 220,000 -- -- --
Chief Technology Officer 1999 138,590 -- -- 240,000
1998 -- -- -- --

Patrick Nguyen........................ 2000 183,650 -- -- 80,000
Senior Vice President, 1999 162,400 -- -- 40,000
Corporate Development 1998 94,533 -- -- 480,000

Duncan M. Davidson (6)................ 2000 220,000 -- -- --
Former Senior Vice President, 1999 226,667 -- -- --
Business Development 1998 210,000 -- -- --

--------
(1) Represents $47,895 in rental payments and $11,635 in leased car payments.

(2) Represents $24,568 in rental payments and $13,960 in leased car payments.

(3) Represents leased car payments.

(4) Mr. Hankison commenced employment with the Company in April 2000 and
resigned from the Company in April 2001.

(5) Mr. Maher commenced employment with the Company in June 1999.

(6) Mr. Davidson resigned from his position as Senior Vice President, Business
Development in December 2000.

Option Grants in Last Fiscal Year

The following table contains information concerning the stock option grants
made to each of the Named Executive Officers in 2000. No stock appreciation
rights were granted to these individuals during such year.

Individual Grants(1) Potential Realizable
------------------------------------------------ Value at Assumed Annual
Number of Rates of Stock Price
Securities % of Total Exercise Appreciation for
Underlying Options Granted Price Per Option Term ($)(4)
Options to Employees in Share Expiration -----------------------
Name Granted(#) Fiscal Year(2) ($/sh)(3) Date 5% 10%
---- ---------- --------------- --------- ---------- ---------- -----------

Victor Shear............ 0 -- -- -- -- --
Edmund J. Fish.......... 125,000(5) 1.9% $ 17.75 5/31/10 $1,395,360 $ 3,563,116
Ronald Hankison......... 200,000(5) 3.0 25.875 4/17/10 3,254,530 8,247,617
125,000(6) 1.0 5.063 10/12/10 398,012 1,008,640
David Maher............. 0 -- -- -- -- --
Patrick Nguyen.......... 40,000(5) 0.6 25.875 4/17/10 650,906 1,649,523
40,000(7) 0.6 17.75 5/31/10 446,515 1,131,557
Duncan Davidson......... 0 -- -- -- -- --

--------
(1) The plan administrator has the discretionary authority to re-price the
options through the cancellation of those options and the grant of
replacement options with an exercise price based on the fair market value
of the option shares on the re-grant date. The options have a maximum term
of 10 years measured from the option grant date, subject to earlier
termination in the event of the optionee's cessation of service with the
Company. Under each of the options, the option shares will vest upon
acquisition of the Company by merger or asset sale, unless the acquiring
entity or its parent corporation assumes the outstanding options.

(2) Based on a total of 6,533,754 option shares granted to the Company's
employees during 2000.

(3) The exercise price was equal to the fair market value of the Company's
common stock, based on the closing price of the common stock on the Nasdaq
Stock Market, on the date of grant. The exercise price may be paid in cash,
in shares of the Company's common stock valued at fair market value on the
exercise date or through a cashless exercise procedure involving a same-day
sale of the purchased shares or through a margin loan procedure involving a
loan secured by the purchased shares with the proceeds of the loan used to
pay the Company the exercise price for the purchased shares. The Company
may also finance the option exercise by lending the optionee sufficient
funds to pay the exercise price for the purchased shares, together with any
federal and state income tax liability incurred by the optionee in
connection with such exercise.

(4) The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed according to rules promulgated by the Securities and Exchange
Commission and does not represent the Company's prediction of the Company's
stock price performance. The potential realizable value at 5% and 10%
appreciation is calculated by assuming that the exercise price on the date
of grant appreciates at the indicated rate for the entire term of the
option and that the option is exercised at the exercise price and sold on
the last day of its term at the appreciated price.

(5) The option becomes exercisable in a series of equal monthly installment
over a period of 48 months from the vesting commencement date.

(6) The option becomes exercisable in a series of equal monthly installment
over a period of 24 months from the vesting commencement date.

(7) The option becomes exercisable as to 12.5% of the option shares after six
months from the vesting commencement date and the remainder in a series of
equal monthly installments over a period of 42 months thereafter.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The table below presents for the Company's Named Executive Officers any
options exercised during 2000 and the value realized from that exercise. It
also presents the number and value of shares underlying unexercised options
that were held by these Named Executive Officers as of December 31, 2000. No
stock appreciation rights were exercised by these Named Executive Officers in
2000, and no stock appreciation rights were outstanding at the end of that
year.

The figures in the value of unexercised in-the-money options at fiscal
year-end column are based on the fair market value of the Company's common
stock at the end of 2000, less the exercise price payable for these shares. The
fair market value for the Company's common stock at the end of 2000 was $3.375
per share.

Number of Securities
Underlying Value of Exercised
Number of Unexercised Options In-the-Money Options
Shares at Fiscal Year End at Fiscal Year End ($)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------- ----------- ------------- ----------- -------------

Victor Shear............ -- -- -- -- -- --
Edmund Fish............. -- -- 149,897 145,105 $324,587 $ 67,293
Ronald Hankison......... -- -- 43,749 281,251 -- --
David Maher............. 4,500 144,788 76,750 155,000 -- --
Patrick Nguyen.......... 13,334 411,687 139,999 273,335 267,500 420,000
Duncan Davidson......... 66,666 2,193,312 26,667 46,667 70,001 122,501

Employment Agreements, Change of Control Arrangements and Severance Agreements

None of the Company's executive officers have employment agreements with the
Company, and their employment may be terminated at any time at the discretion
of the Board of Directors.

Duncan M. Davidson, previously the Company's senior vice president, business
development, has received option grants for 640,000 shares in connection with
his initial employment with the Company and such option grants provide that
upon a change in control transaction, 100% of the then unvested option shares
will become vested. The Company entered into a termination and severance
agreement on March 1, 2001 with Mr. Davidson. The agreement provided that Mr.
Davidson would receive $100 and that the vesting of his nonstatutory option
granted in 1997 would accelerate as to 33,334 shares. In return for his
severance benefits, Mr. Davidson agreed to comply with certain confidentiality
provisions and entered into a release of all claims against the Company. Edmund
J. Fish, the Company's president, MetaTrust Utility, has received option grants
for 86,667 shares that provide that upon a change in control transaction, 100%
of the then unvested option shares will become vested. In addition, Patrick
Nguyen received option grants for 240,000 shares in connection with his initial
employment with the Company, and such option grants provide that upon a change
in control transaction, 100% of the then unvested option shares will become
vested.

If a change in control of the Company occurs, an option or other award under
the 1999 Equity Incentive Plan will become fully exercisable and fully vested
if the option or award is not assumed by the surviving corporation or its
parent or if the surviving corporation or its parent does not substitute
comparable awards for the awards granted under the 1999 Equity Incentive Plan.

Under the Company's 1995 Stock Plan, upon a merger or asset sale, if the
options or stock purchase rights are not assumed by the surviving corporation
or its parent or subsidiary or if the surviving corporation or its parent or
subsidiary does not substitute comparable awards for the options or stock
purchase rights, then the options and stock purchase rights will terminate.

RELATED PARTY TRANSACTIONS

Since January 1, 2000, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which the Company or any
of its subsidiaries was or is to be a party in which the amount involved
exceeded or will exceed $60,000 and in which any director, executive officer,
holder of more than 5% of the common stock of the Company or any member of the
immediate family of any of the foregoing persons had or will have a direct or
indirect material interest other than (i) compensation agreements and other
arrangements, which are described where required in Employment Contracts and
Change in Control Arrangements and (ii) the transactions described below.

Options to Purchase Common Stock. The Company granted the following options
to purchase common stock to the following members of the Company's Board of
Directors: (i) 40,000 shares at an exercise price of $82.50 to each of Bruce
Fredrickson and Satish Gupta in March 2000; (ii) 40,000 shares at an exercise
price of $2.10 to each of Messrs. Fredrickson and Gupta in May 2001; (iii)
25,000 shares at an exercise price of $1.10 to each of Messrs. Fredrickson and
Gupta in June 2001; and (iv) 10,000 shares at an exercise price of $1.23 to Pat
Jones in July 2001.

The Company granted the following options to purchase common stock to Ron
Hankison, a former executive officer who resigned from the Company in April
2001: (i) 200,000 shares at an exercise price of $25.88 in April 2000; (ii)
125,000 shares at an exercise price of $5.06 in October 2000; and (iii) 50,000
shares at an exercise price of $3.75 in March 2001.

The Company granted the following options to purchase common stock to Talal
Shamoon, one of the Company's executive officers: (i) 40,000 shares at an
exercise price of $25.88 in April 2000; (ii) 60,000 shares at an exercise price
of $5.25 in December 2000; (iii) 100,000 shares at an exercise price of $3.75
in March 2001; and (iv) 150,000 shares at an exercise price of $1.10 in June
2001.

The Company granted the following options to purchase common stock to Edmund
J. Fish, a member of the Company's Board of Directors and one of the Company's
executive officers: (i) 125,000 shares at an exercise price of $17.75 in May
2000; (ii) 125,000 shares at an exercise price of $3.75 in March 2001; and
(iii) 175,000 shares at an exercise price of $1.10 in June 2001.

The Company granted an option to purchase 25,000 shares of common stock at
an exercise price of $1.10 in June 2001 to David Chance, a member of the
Company's Board of Directors and one of the Company's executive officers until
October 2001.

The Company granted the following options to purchase common stock to
Patrick Nguyen, one of the Company's executive officers: (i) 40,000 shares at
an exercise price of $25.88 in April 2000; (ii) 40,000 shares at an exercise
price of $17.75 in May 2000; (iii) 100,000 shares at an exercise price of $3.75
in March 2001; and (iv) 100,000 shares at an exercise price of $1.10 in
September 2001.

The Company granted the following options to purchase common stock to David
Ludvigson, one of the Company's executive officers: (i) 1,000,000 shares at an
exercise price of $15.00 in August 2000; (ii) 200,000 shares at an exercise
price of $3.75 in March 2001; and (iii) 200,000 shares at an exercise price of
$1.10 in June 2001. Mr. Ludvigson announced that he will resign from the
Company effective as of November 1, 2001.

The Company granted the following options to purchase common stock to Greg
Wood, one of the Company's executive officers: (i) 360,000 shares at an
exercise price of $5.25 in November 2000 and (ii) 75,000 shares at an exercise
price of $1.10 in June 2001.

The Company granted the following options to purchase common stock to Mark
Ashida, one of the Company's executive officers: (i) 300,000 shares at an
exercise price of $4.875 in December 2000;

(ii) 150,000 shares at an exercise price of $3.29 in May 2001; and (iii)
200,000 shares at an exercise price of $1.10 in June 2001.

The Company granted the following options to purchase common stock to David
Maher, one of the Company's executive officers: (i) 65,000 shares at an
exercise price of $3.75 in March 2001 and (ii) 50,000 shares at an exercise
price of $1.10 in June 2001.

The Company granted the following options to purchase common stock to David
Lockwood, a member of the Company's Board of Directors and one of the Company's
executive officers: (i) 25,000 shares at an exercise price of $1.10 in June
2001 and (ii) 1,500,000 shares at an exercise price of $1.07 in September 2001.
It is expected that Mr. Lockwood will receive options to purchase additional
shares of the Company's common stock in connection with his appointment as
president of the Company.

Assumption of Loan of Executive Officer. In August 2000, the Company agreed
to assume a $70,000 loan of David Ludvigson, one of the Company's executive
officers. Mr. Ludvigson announced that he will resign from the Company
effective as of November 1, 2001. The loan will be forgiven as follows: $12,000
on January 1, 2001; $29,000 on January 1, 2002; and $29,000 on January 1, 2003.

Payment to Entity Affiliated with Director. On October 1, 2000, the Company
paid $230,000 to Tactical Marketing Ventures LLC for consulting services
rendered to the Company. Bruce Fredrickson, one the Company's directors, is the
president of Tactical Marketing Ventures LLC.

Loan to Director. In December 2000, the Company loaned $100,000 to Bruce
Fredrickson, a director of the Company, under a full-recourse promissory note
dated December 7, 2000. The note accrues interest at the rate of 6.10% per year
and has a one-year term.

Loan to Officer and Director. In July 2001, the Company loaned $100,000 to
Edmund J. Fish, an executive officer and a director of the Company, under a
promissory note dated July 31, 2001. The note accrues interest at the rate of
7.0% per year and has a three-year term.

Loans to Officer. The Company has made the following loans to Mark Ashida,
an executive officer of the Company: (i) in July 2001, the Company loaned
$100,000 under a promissory note dated July 31, 2001 which accrues interest at
the rate of 7.0% per year and under which $50,000 will be forgiven on January
4, 2002 and $8,333 will be forgiven for each succeding month if Mr. Ashida
remains an employee of the Company; and (ii) in October 2001, the Company
loaned $100,000 under a promissory note dated October 9, 2001 which accrues
interest at the rate of 7.0% per year and under which $50,000 will be forgiven
on October 9, 2002 if Mr. Ashida remains an employee of the Company.

The Company's certificate of incorporation limits the liability of directors
for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

The Company's bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company has also entered into indemnification agreements with
its officers and directors containing provisions that may require the Company,
among other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers and to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors, the executive officers of the Company
and persons who hold more than ten percent (10%) of the Company's outstanding
common stock are subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, which require them to file reports
with respect to their ownership of the Company's common stock and their
transactions in such common stock. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for their 2000 fiscal year
transactions in the common stock and their common stock holdings and (ii) the
written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for the 2000 fiscal
year, the Company believes that all reporting requirements under Section 16(a)
for such fiscal year were met in a timely manner by its executive officers,
Board members and greater than ten percent (10%) stockholders, except that (i)
Duncan Davidson, a former executive officer of the Company, filed an amendment
to a Form 4 in May 2000 that was originally filed in March 2000 that disclosed
one transaction, (ii) Erwin Lenowitz, a former executive officer of the
Company, filed a Form 4 for June 2000 in mid-July that disclosed two
transactions, (iii) Bruce Fredrickson filed a Form 4 disclosing nine
transactions that took place in October 2000 in April 2001, and (iv) Talal
Shamoon filed a Form 3 after becoming a Section 16 officer in August 2000 in
April 2001.

FORM 10-K

THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULE AND LIST OF EXHIBITS.
REQUESTS SHOULD BE SENT TO INTERTRUST TECHNOLOGIES CORPORATION, 4750 PATRICK
HENRY DRIVE, SANTA CLARA, CALIFORNIA 95054, ATTN: INVESTOR RELATIONS.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders of the Company must be received by the Company at its
offices at InterTrust Technologies Corporation, 4750 Patrick Henry Drive, Santa
Clara, California 95054, Attn: General Counsel, not later than June 27, 2002
and satisfy the conditions established by the Securities and Exchange
Commission for stockholder proposals to be included in the Company's proxy
statement for that meeting. Pursuant to new amendments to Rule 14a-4(c) of the
Securities Exchange Act of 1934, as amended, if a stockholder who intends to
present a proposal at the 2002 Annual Meeting of Stockholders does not notify
the Company of such proposal on or prior to September 10, 2002, at its offices
at 4750 Patrick Henry Drive, Santa Clara, California 95054, Attn: General
Counsel, then management proxies would be allowed to use their discretionary
voting authority to vote on the proposal when the proposal is raised at the
annual meeting, even though there is no discussion of the proposal in the
Company's proxy statement for that meeting. The Company currently believes that
the 2002 Annual Meeting of Stockholders will be held during the last week of
November 2002.

OTHER MATTERS

The Board knows of no other matters to be presented for stockholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Victor Shear
Victor Shear
Chairman of the Board and Chief
Executive Officer

Santa Clara, California
October 25, 2001

THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.

Appendix A

INTERTRUST TECHNOLOGIES CORPORATION

AUDIT COMMITTEE CHARTER

Statement of Policy

There shall be an Audit Committee, comprised of at least two independent
directors reporting to and assisting the Board of Directors in the proper
discharge of their statutory and fiduciary responsibilities.

Roles

The primary roles in the Committee shall be to:

. Assist the Board of Directors in fulfilling its fiduciary
responsibilities for the integrity of financial reporting and the
adequacy of internal controls.

. Serve as focal point for communications among non-committee directors,
Company's management and the independent accounts.

. Function as an agent for the Board of Directors to help ensure the
independence of the Company's independent accountants, the integrity of
management and the adequacy of disclosure to stockholders.

. The audit committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.

. The committee will perform such other functions as assigned by law, the
Company's charter or bylaws, or Board of Directors.

Responsibilities

1. Oversight of Financial Reporting Process:

a. Ensure that management has established corporate ethical standards
dealing with financial reporting integrity.

b. Review with management and the independent accountants at the completion
of annual examination:

i. The Company's annual financial statements and related footnotes.

ii. The independent accountants' audit of the financial statements and
his or her report thereon.

iii. Any significant changes required in the independent accountants'
audit plan.

iv. Any serious difficulties or disagreements that arose between the
auditors and management during the course of the audit.

v. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.

c. Review Company's interim financial information to stockholders and
regulatory agencies. Pay particular attention to judgmental, high-risk,
and sensitive areas in the financial statements.

d. Review significant matters arising since previous audit reports.

e. Review and discuss with management any threatened, pending or ongoing
litigation which may result in a material financial impact to the
Company.

f. Review, in consultation with the independent accountants, the adequacy
of the Company's accounting principles, policies and practices.

A-1

g. Review the impact of new accounting pronouncements or reporting
practices relevant to the Company and other matters of interest.

h. Review non-audit services performed by the independent accountants to
consider what effect, if any, said activities could have on their
independence.

i. Review the scope and fees of audits and non-audit services of the
independent accountants.

j. Recommend to the Board of Directors the appointment of the independent
accountants.

2. Oversight of the Internal Controls:

a. Evaluate the general procedures and practices of the Company to ensure
the adequacy of internal controls, including the security surrounding
assets and computerized information systems.

b. Consider the findings and comments from the independent accountants on
internal controls and review the status of prior period audit
recommendations made by the independent accountants.

c. Review the adequacy of the policies and practices related to:

i. Conflict of interest

ii. Ethical conduct.

iii. Compliance with key regulatory issues.

3. Committee Meetings and Reporting

The Audit Committee shall hold such meetings periodically as the Committee
deems necessary, but no less than two times annually. The Committee Chairman
shall request that members of management and representatives of the independent
accountants be present at the meetings of the Committee. Such meetings shall
provide executive sessions with the independent accountants.

Semi-annually, the Committee shall report to the Board of Directors
outlining its activities, future plans and any significant matters brought
forth by the independent accountants.

A-2

1915-PS-01

PROXY INTERTRUST TECHNOLOGIES CORPORATION PROXY

4750 Patrick Henry Drive
Santa Clara, California 95054

This Proxy is Solicited on Behalf of the Board of Directors of InterTrust
Technologies Corporation for the Annual Meeting of Stockholders to be held
November 27, 2001

The undersigned holder of Common Stock, par value $.001, of InterTrust
Technologies Corporation (the "Company") hereby appoints Victor Shear and Edmund
J. Fish, or either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Tuesday, November 27, 2001, 2:00 p.m. local time, at the
Westin Santa Clara, 5101 Great America Parkway, Santa Clara, California, and at
any adjournments or postponements of the Annual Meeting. The undersigned
stockholder hereby revokes any proxy or proxies heretofore executed for such
matters.

This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE DIRECTORS, AND FOR PROPOSAL 2, AND IN THE
DISCRETION OF THE PROXIES AS TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING. The undersigned stockholder may revoke this proxy at any time
before it is voted by delivering to the Corporate Secretary of the Company
either a written revocation of the proxy or a duly executed proxy bearing a
later date, or by appearing at the Annual Meeting and voting in person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
DIRECTORS AND "FOR" PROPOSAL 2.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

--------------------------------------------------------------------------------

(Reverse)
INTERTRUST TECHNOLOGIES CORPORATION

[X] Please mark votes as in this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
DIRECTORS AND "FOR" PROPOSAL 2.

1. To elect the following directors to serve for a term ending upon the 2002
Annual Meeting of Stockholders or until their successors are elected and
qualified:

Nominees: Victor Shear, David Lockwood, Edmund J. Fish, David C. Chance, Bruce
Fredrickson, Satish K. Gupta, Patrick S. Jones and Timo Ruikka.

[_] FOR [_] WITHHELD

[_] _______________________________
For all nominees except as noted above.

2. To ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 31, 2001.

[_] FOR [_] AGAINST [_] ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting.

The undersigned acknowledges receipt of the accompanying Notice
of Annual Meeting of Stockholders and Proxy Statement.

Signature:___________________________
Signature (if held jointly):___________________________
Date:__________________ , 2001

Please date and sign exactly as your name(s) is (are) shown on the share
certificate(s) to which the Proxy applies. When shares are held by
joint-tenants, both should sign. When signing as an executor, administrator,
trustee, guardian, attorney-in fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. When signing as a partnership, please
sign in partnership name by an authorized person.