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                                                                   EXHIBIT 10.50

                      HITACHI GLOBAL PROCUREMENT AGREEMENT


This Hitachi Global Procurement Agreement ("Agreement") made and entered into as
of January 28th, 2000 by and between Network Computing Devices, Inc., a Delaware
corporation, having its principal place of business at 350 North Bernardo Avenue
Mountain View, California 94043 U.S.A. ("NCD"), and Hitachi, Ltd, a corporation
of Japan, through its PC Division, having a principal place of business at 6,
Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo, 101 Japan ("Hitachi").

                                   WITNESSETH:

WHEREAS, Hitachi is a global computer company which develops, manufactures, and
markets certain computer products and other products related thereto;

WHEREAS, NCD is a manufacturer and distributor of thin client terminals and
related software products, which includes but is not limited to NCD's ThinSTAR
Windows-based Terminal; and

WHEREAS, Hitachi wishes to procure from NCD and NCD wishes to sell a Hitachi
logo version of its ThinSTAR Windows-based Terminals and related software
products to Hitachi .

NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the parties agree as follows:

1     DEFINITIONS

       1.1    "Desktop Software" shall mean ThinSTAR Management System (TMS)
              software developed by NCD for the management of the Products.

       1.2    "Documentation" shall mean all information necessary to install,
              diagnose and repair, and maintain the Product, such as user,
              operator, service and systems administrator manuals; technical
              bulletins, engineering change orders, software Updates, and
              bulletin board access, web site access; and other relevant
              materials.

       1.3    "Fixes" shall mean bug fixes, critical patches, modified
              documentation or other changes intended to correct
              feature/function deficiencies in the Software. NCD hereby grants
              to Hitachi a non-exclusive, royalty free worldwide license to
              distribute new Fixes to its customers, including distribution
              through the World Wide Web if available.


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       1.4    "Hitachi" shall mean Hitachi, Ltd., and include its subsidiaries
              and affiliates in which 50% or more of the stock is directly or
              indirectly controlled by Hitachi, Ltd.


       1.5    "Product(s)" shall mean the Hitachi logo version of NCD's ThinSTAR
              Windows-based Terminals ("Hardware") and related Software.
              Product(s) as more fully set forth in Exhibit A attached hereto.
              Exhibit A may be revised from time to time by mutual agreement of
              the parties to include and add new Products to the list of Exhibit
              A

       1.6    "Purchase Specifications" shall mean the specifications set forth
              on Exhibit A attached hereto. Exhibit A may be revised from time
              to time by mutual agreement of the parties to modify the
              specifications.

       1.7    "ROM Software" shall mean the operating system software for
              ThinSTAR Windows-based Terminals in object code form residing in
              the hardware's flash memory. In addition, NCD will deliver the
              operating system software on a CD to be used by Hitachi for
              recovery purposes only.

       1.8    "Software" shall refer to the Desktop Software and the ROM
              Software collectively.

       1.9    "Update" shall mean a release made generally available from NCD
              that provides a fix to the Software and typically does not contain
              new functionality. Hitachi will not knowingly provide the new
              Updates to its Customers who have not licensed the corresponding
              Product. Such Updates will be identified through a change in the
              number to the right of the second decimal (e.g. X.YZ), where Z is
              the Update number.

       1.10   "Upgrade" shall mean a change to the Software that provides minor
              functionality enhancements or improvements that may also address
              customer identified problems. Hitachi will not knowingly provide
              the new Upgrade to its Customers who have not licensed the
              corresponding Product. Such Upgrades will be identified through a
              change in the number to the right of the first decimal (e.g. X.YZ)
              where Y is the Software Upgrade.

       1.11   "Version Release" shall mean a release that changes Software
              functionality. Such releases will be reflected through a change in
              the digit to the left of the decimal point (e.g. X.YZ) where X is
              the Version Release number. Hitachi will not knowingly provide the
              new version to its Customers who have not licensed the
              corresponding Product.

2     PURCHASE AND SALE


      During the term of this Agreement, NCD shall manufacture and supply the
      Products for Hitachi and Hitachi agrees to purchase such Products from NCD
      in accordance

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      with the terms and conditions of this Agreement. Hitachi is entitled to
      distribute and market the Products worldwide subject to the terms of this
      Agreement.


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3      ORDERING PROCEDURE


       3.1    Hitachi shall place orders by written purchase order ("Order"),
              subject to NCD's acceptance by fax. Orders must be in minimum
              quantities as specified in Exhibit A hereto. Orders may be placed
              by fax or mail addressed to NCD at the following address:

                  Network Computing Devices, Inc.
                  350 N. Bernardo Avenue
                  Mountain View, California  94043
                  USA
                  Attn: Sales Order Administration

                  Fax No. 650-694-4541

              Orders are pursuant to the terms and conditions stated in this
              SECTION 3 and SECTION 5 below, using Hitachi 's standard purchase
              order form which shall indicate:

                     (i)    Order Numbers;

                     (ii)   Description (including product specification number)
                            and Quantity of Products to be ordered; Requested
                            delivery dates;

                     (iii)  Destination; and

                     (iv)   Unit Prices and Total Price of the Products to be
                            ordered.

       3.2    NCD shall accept or reject the Order placed by Hitachi by signing
              and faxing to Hitachi a copy of the Order within FIVE (5) BUSINESS
              DAYS after its receipt of the Order. If NCD fails to deliver the
              written notice of rejection of the Order to Hitachi within THE
              SAID FIVE (5) BUSINESS DAY period, such Order shall be deemed as
              accepted by NCD on the last day of SUCH FIVE (5) BUSINESS DAY
              PERIOD.


       3.3    NCD shall use its best effort to accept Orders placed by Hitachi.
              However, if NCD has reason not to accept an Order, the parties
              shall, in good faith, discuss and seek a solution.

       3.4    Lead Time: Average lead time for Orders shall be four (4) weeks,
              however the lead time for the first Order shall be six (6) weeks.
              Lead Time starts when an order is accepted by NCD and runs until
              the delivery of the Products so ordered according to the delivery
              terms in section 6 of this Agreement.

       3.5    Orders will be governed solely by the terms and conditions of this
              Agreement, and any term or condition set forth in an Order,
              preprinted or otherwise, which is not expressly allowed by this
              Agreement or which is in addition to or conflicts with the terms
              and conditions of this Agreement, shall have no force and effect.


4      CANCELLATION


       4.1    Unless expressly provided in this Agreement or otherwise agreed
              upon by the parties, the Orders placed by Hitachi and accepted by
              NCD may not be

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              canceled by NCD.


       4.2    Notwithstanding the above, if NCD fails to deliver the Products
              within thirty (30) days after the delivery date specified in the
              relevant Order, Hitachi shall be entitled to cancel the Order.

       4.3    Hitachi shall have the right, without any liability or penalty, to
              notify NCD to delay the ship date of any shipment for a period not
              to exceed NINETY (90) DAYS from the ship date set forth in Orders
              provided that written notice is given to NCD not later than
              FIFTEEN (15) DAYS prior to the delivery date set forth in Orders.

       4.4    Hitachi shall have the right, without liability or penalty, to
              cancel any Order or any part thereof provided that notice of
              cancellation is given to NCD not less than TWENTY FIVE (25) DAYS
              prior to the delivery date set forth in Orders.


5      FORECAST AND ORDERING FLEXIBILITY


       On or about the 10th business day of each month, Hitachi shall provide
       NCD with a rolling SIX (6) MONTH forecast for Products to be delivered by
       NCD to Hitachi each month covering the SIX (6) MONTH period following the
       month on which SUCH forecast is provided. SUCH MONTHLY FORECAST SHALL BE
       NON-BINDING AND SHALL NOT BE DEEMED AS A FIRM ORDER UNLESS THE RELEVANT
       ORDERS HAVE BEEN PLACED BY HITACHI AND ACCEPTED BY NCD IN ACCORDANCE WITH
       SECTION 3 OF THIS AGREEMENT. Hitachi, however, will use its best efforts
       to forecast accurately.


6      SHIPPING, DELIVERY AND PAYMENT

       6.1    All Products shall be delivered by NCD to Hitachi on or before,
              but not more than FIVE (5) DAYS prior to, the delivery date set
              forth in the relevant Order.


       6.2    All shipments of the Products shall be FOB point of origin in
              accordance with INCOTERMS 1990, unless otherwise agreed upon
              between the parties, and title and risk of loss shall pass from
              NCD to Hitachi simultaneously with the passing of risk of loss
              pursuant to INCOTERMS 1990: INCOTERMS FOB Air Shipment FCA


       6.3    Unless otherwise agreed to by the parties, NCD shall ship
              quantities as specified on the relevant Order. All Products shall
              be shipped in accordance with instructions made from time to time
              by Hitachi and in a manner which follows good international
              commercial practice and is adequate to insure safe arrival.


       6.4    NCD shall attach to all shipments a packaging list clearly
              stating:

                  (i)      Hitachi 's Order Number;
                  (ii)     Quantity shipped;
                  (iii)    Airway Bill and other documents needed by Hitachi to
                           substantiate payment due to NCD or freight carrier;
                           and


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                  (iv)     Any other information as designated by Hitachi from
                           time to time; provided that any additional cost to
                           provide such information shall be borne by Hitachi.

       6.5    All marking required by applicable law shall be applied to the
              Products by NCD.

7      ACCEPTANCE PROCEDURE

       7.1    Within ten (10) business days from the date of the receipt of the
              Products, Hitachi shall perform an Appearance Inspection and
              Diagnostic Program and Functionality Test of the Products in
              accordance with the Purchase Specifications, and shall notify NCD
              of the results of such test. In the event that no notification is
              made within the above mentioned period, the Products delivered by
              NCD shall be deemed to be accepted by Hitachi on the last day of
              such period.


       7.2    In case Hitachi finds any quantitative discrepancies of the
              Products during the acceptance test period mentioned above,
              Hitachi shall notify NCD of such finding in writing. In case of
              quantity shortage, NCD shall, at its expense, deliver the Products
              to fill the shortage to Hitachi within TEN (10) BUSINESS DAYS
              after Hitachi 's notification. In case of quantity surplus,
              Hitachi shall, at NCD's expense, promptly return the surplus
              Products to NCD if so requested by NCD.


       7.3    In case Hitachi notifies NCD that qualitative failures or defects
              of the delivered Products are found, NCD shall take all necessary
              countermeasures and deliver new and non-defective Products to
              Hitachi as required in Section 13 herein.

       7.4    Hitachi shall have sixty (60) days from the date on which NCD
              delivers Software, to examine and test the Software to determine
              that such version of the Software, when loaded, will execute as
              part of the Product in accordance with the Purchase Specifications

8     LICENSE


       8.1    All rights not specifically granted to Hitachi under this
              Agreement are reserved by NCD. Except as specifically set forth
              herein, Hitachi has no rights to any Software source code. The
              Software is the proprietary, trade secret and copyrighted property
              of NCD or its suppliers, including Citrix Systems, Inc. and
              Microsoft Corporation.


              Subject to the conditions in this Agreement, NCD grants to Hitachi
              a non-exclusive, non-transferable license to copy the Desktop
              Software and the backup ROM Software pursuant to the terms herein
              and distribute with each unit of Hardware (i) one (1) copy of the
              pre-flashed ROM Software; (ii) one (1) copy of the Desktop
              Software in object code form, including without limitation a copy
              of the localized Hitachi version, on external CD-ROM media; and
              (iii) one (1) copy of the Products' end user Documentation. All
              ownership and title to the


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              Software is retained by NCD or its licensors. Hitachi agrees
              that (i) it will use the Software only as authorized in this
              Agreement by NCD; and (ii) it will not copy or modify the
              Software, except as otherwise provided herein; and (iii) that
              it will not decompile, disassemble, translate or reverse
              engineer the Software; and (iv) Hitachi will retain all
              proprietary and copyright notices of NCD and its suppliers in
              and on the Software and related documents. This license will
              automatically terminate upon Hitachi 's material breach of any
              of the provisions of this Section 8.1 with or without notice
              from NCD; provided, that the end-user's right to use the
              Software shall not be affected by such termination. Upon
              termination, Hitachi must immediately return all Software
              retained by Hitachi, in whatever form, to NCD. In the event of
              a breach of this SECTION 8, NCD or its licensors shall be
              entitled to injunctive relief, in addition to any other
              remedies available, it being acknowledged that legal remedies
              are inadequate. Hitachi's obligations concerning the Software
              will survive any termination of this license.

       8.2    Hitachi shall only distribute the Products pursuant to the
              then-current, applicable, NCD end user license. If a Software
              product is sublicensed by or on behalf of a unit or agency of the
              United States Government, it must be provided to the U.S.
              Government with a RESTRICTED RIGHTS legend as to its use,
              duplication or disclosure under applicable government regulations
              pertaining to trade secrets and commercial computer software
              developed at private expense. Hitachi agrees that it will not
              export or re-export any Software product to any country, person,
              entity or end-user contrary to USA export restrictions.

       8.3    Hitachi acknowledges that NCD's suppliers, including Microsoft
              Corporation, are intended beneficiaries of this Agreement and all
              end user agreements and, as such, are entitled to enforce the
              provisions of this Agreement and end user agreements insofar as
              they concern supplier's respective rights.

       8.4    NCD further grants Hitachi a non-exclusive, non-transferable
              license to distribute Updates, Upgrades, Fixes or Version Releases
              to the ROM Software and the Desktop Software (or modified Desktop
              software) as received from NCD on external media (e.g., CD-ROM) or
              electronically as a replacement to the ROM Software and Desktop
              Software originally distributed with the Hardware, respectively
              (collectively "Replacement or Upgrade Software").


       8.5    The cost of Microsoft or other third party owned Replacement or
              Upgrade Software for ROM Software shall be in accordance with
              Microsoft's or the third party's standard licensing practices. If
              Microsoft or the third party licenses the Replacement or Upgrade
              Software to NCD at no charge, NCD agrees to relicense the
              Replacement or Upgrade Software to Hitachi at no charge. If
              Microsoft or the third party provides NCD with an upgrade or new
              version of the Replacement or Upgrade Software which is royalty
              bearing, NCD will offer Hitachi such upgrade or new version of the
              Replacement or Upgrade Software. If Hitachi elects to license the
              upgrade or new version of the Replacement or Upgrade Software,
              Hitachi agrees to pay NCD any additional royalties associated with
              the cost of such Replacement or Upgrade Software.


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       8.6    The cost of an NCD owned Replacement or Upgrade Software shall be
              in accordance with NCD's standard licensing practices. If NCD
              licenses the Replacement or Upgrade Software to distributors,
              resellers and end users at no charge, NCD agrees to relicense the
              Replacement or Upgrade Software to Hitachi at no charge. If NCD
              provides an upgrade or new version of the Replacement or Upgrade
              Software which is royalty bearing, NCD will offer Hitachi such
              upgrade or new version of the Replacement or Upgrade Software. If
              Hitachi elects to license the upgrade or new version of the
              Replacement or Upgrade Software, Hitachi agrees to pay NCD any
              additional royalties associated with the cost of such Replacement
              or Upgrade Software.


       9      LOCALIZATION


       9.1    Hitachi agrees to localize portions of the initial version of the
              Desktop Software (TMS) into Japanese in exchange for a
              non-exclusive, non-transferable, royalty free license to
              distribute the localized version of the Desktop Software with the
              Product. Localization and pricing of any Version Release, Updates,
              Upgrades or Bug Fix of the Desktop Software shall be as discussed
              and agreed upon by the parties at the appropriate time.


       9.2    NCD grants to Hitachi a non-exclusive, non-transferable license to
              such portions of the source code of the Desktop Software necessary
              to modify such software for the purpose of localization into the
              Japanese language. All ownership and title to the Desktop Software
              and all modification made by Hitachi shall reside with NCD.
              Hitachi agrees that (i) it will use the source code only as
              authorized in this Agreement; and (ii) that it will not decompile,
              disassemble, translate or reverse engineer the Desktop Software,
              except as specifically authorized in this Agreement; and (iii)
              that it will faithfully reproduce all proprietary and copyright
              notices of NCD in and on the Desktop Software and related
              documents. In the event of a breach of this SECTION 9, NCD shall
              be entitled to immediately terminate this Agreement (provided,
              that the end-user's right to use the Software shall not be
              affected by such termination) and seek injunctive relief, in
              addition to any other remedies available, it being acknowledged
              that legal remedies are inadequate. Hitachi's obligations
              concerning the Desktop Software will survive any termination of
              this license.

       9.3    Hitachi will produce two (2) localized versions of the Desktop
              Software, one (1) for the Hitachi logo product and one (1) to be
              used for distribution with NCD's standard ThinSTAR product.
              Hitachi may modify the Desktop Software to be distributed with the
              Hitachi logo Product by turning off certain features, however it
              may not add or remove features without the prior written consent
              of NCD.

       9.4    Hitachi shall submit the localized Desktop Software to NCD for
              review and approval prior to its first distribution of the
              localized Desktop Software. NCD's approval will not be
              unreasonably delayed nor withheld.

       9.5    Hitachi warrants to NCD that the localization will be performed in
              a diligent,


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              workmanlike manner and any items delivered to NCD and/or the
              customer will generally conform to the technical specifications
              for such deliverable.


10     INSPECTION OF NCD'S FACILITY


       In addition to Hitachi 's right to perform acceptance test in accordance
       with SECTION 7 above, Hitachi is entitled to inspect NCD's facility
       and/or perform acceptance tests at any time if Hitachi deems necessary.


11     PRICING


       11.1   The prices of the Products, spare parts, and repair parts shall be
              set forth in Exhibit A attached hereto. Such prices set forth in
              Exhibit A shall be quoted in the United States Dollars on an FOB
              point of origin basis. (The term of FOB used herein shall be
              interpreted in accordance with the provisions of INCOTERMS 1990,
              as amended. Hitachi may, from time to time, request changes in the
              price of the Products, spare parts and repair parts. Upon such
              request both parties shall discuss in good faith to determine new
              price. Exhibit A shall be amended to reflect the agreed new price.

       11.2   It is understood that the prices set forth in Exhibit A are based
              on a general expectation of market conditions for the Products. On
              a quarterly basis or at any time during the term of this
              Agreement, if Hitachi believes that the market conditions are such
              that the prices as provided herein have become inconsistent with
              this expectation, then Hitachi may provide written notice to NCD
              to this effect, whereupon Hitachi and NCD will negotiate in good
              faith with respect to a possible reduction in the prices.


12     PAYMENT


       12.1   Hitachi will make all payments due NCD in U.S. dollars. The
              Procurement and Technical Service Division of Hitachi America,
              Ltd. (HAL) shall act as a disbursement agent of Hitachi in
              accordance with the terms and conditions of this Agreement. NCD
              shall issue its invoices to HAL, and HAL shall make payments to
              NCD in accordance with this Agreement. Invoices shall be delivered
              or addressed to:

                   Hitachi America, Ltd.
                   Procurement and Technical Service Division
                  2000 Sierra Point Parkway, MS:670
                  Brisbane, CA 94005-1819
                  Telephone: 415-244-7400
                  Facsimile: 415-244-7935

       12.2   All Products will be invoiced upon shipment. Payment is due in
              United States Dollars, on or before the last business day of the
              month following shipment.


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       12.3   Payments made by Hitachi to NCD shall be remitted by check to
              NCD's address above or wire transfer into NCD's bank account
              designated below.


                Bank Name  :        Union Bank Of California
                Bank Address:       400 University Avenue Palo Alto, CA, 94310
                Account:Number:     #64889-3649
                Account Name:       Network Computing Devices, Inc.
                Phone Number:


              Hitachi shall bear all taxes imposed on Hitachi in Japan with
              respect to the payment under this Agreement, except for income tax
              imposed on NCD under applicable Japanese Laws. If so required by
              applicable law Hitachi shall deduct the amount of income taxes
              levied by the Government of Japan from payments to be made by
              Hitachi to NCD pursuant to this Agreement, and shall promptly make
              payment of the such taxed amount to the appropriate tax
              authorities of the Government of Japan and shall transmit to NCD
              official tax receipts or other evidence issued by said appropriate
              tax authorities in respect to such taxes deducted and paid by
              Hitachi.


13     WARRANTY

       13.1   NCD represents and warrants to Hitachi, and/or its customers that
              it has all rights or has obtained all rights to manufacture and
              distribute the Product and to make this Agreement, and that the
              Product as manufactured by NCD, to the best of its knowledge does
              not infringe any patent, trademark, copyright, trade secret, or
              any other proprietary rights of any third party or parties.

       13.2   NCD shall warrant and guarantee that the Hardware shall conform to
              the relevant Purchase Specifications and that such Hardware shall
              be free from defects in design, material and workmanship in
              ordinary care, use and maintenance for the period of ninety (90)
              days after the date of shipment. Hitachi may purchase extended
              warranties offered by NCD as set forth in Exhibit A hereto.

              In the event of a Hardware warranty claim Hitachi will contact
              NCD. Once NCD determines that the Hardware is defective and under
              warranty pursuant to the above-mentioned warranty, NCD shall issue
              a return material authorization number ("RMA") to Hitachi. Hitachi
              shall then return the defective Hardware to NCD's Mountain View,
              California facility, and request that NCD perform, at its option,
              any of the following remedial works therefor, at NCD's cost.
              Within TEN (10) BUSINESS DAYS after NCD's receipt of the Hardware,
              NCD will:

                  i) repair the defective portion of the Product;
                  ii) replace the defective portion of the Product;
                  iii).replace the defective Product with a new one; or
                  iv) subject to Hitachi 's prior consent, reimburse costs of
                  repair works incurred by Hitachi in case NCD requests Hitachi
                  to perform such


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                  remedial works by itself.

              Shipping costs from Hitachi to NCD shall be borne by Hitachi for
              Product returned to NCD under this warranty and shipping costs
              from NCD to Hitachi shall be borne by NCD for Product repaired or
              replaced under this warranty by NCD. For all such returned Product
              NCD shall be the importer of record. Hitachi may select its
              carrier of choice, however NCD will require that product be
              cleared through customs using an NCD specified agent

       13.3   NCD will pass through to Hitachi and its resellers the warranties
              accompanying all Software as embodied in the shrink-wrap agreement
              for all Products purchased under this Agreement. The term of such
              warranty shall be the greater of ninety (90) days after delivery
              to the end user or the date specified in the shrink-wrap agreement
              and subject to the terms of this Agreement.

              NCD warrants that the Desktop Software and NCD manufactured
              software will function in accordance with its published
              specifications. Hitachi's exclusive remedy and NCD's sole
              obligation with respect to any Software failing to meet the
              limited warranty as described herein shall be as follows:

              If Hitachi has a Software warranty claim, Hitachi will contact
              NCD. Once NCD determines that the Software is under warranty and
              the Software is not complying to its published specifications and
              documentation, and NCD can duplicate the error, NCD will use all
              reasonable commercial efforts to fix, circumvent or replace the
              Software in a manner to be reasonably determined by NCD.

              In the event of defective media Hitachi will contact NCD. Once NCD
              determines that the Software media is defective and under warranty
              pursuant to the above-mentioned warranty, NCD shall issue a return
              material authorization number ("RMA") to Hitachi. Hitachi shall
              then return the defective Software media to NCD's Mountain View,
              California facility. NCD shall replace the defective Software
              media and return the new Software media to Hitachi, at NCD's
              costs, including transportation costs.

              NCD does not warrant that any item of Software is error-free or
              that its use will be uninterrupted. NCD shall not be obligated to
              remedy any Software defect, which cannot be adequately repeated.

      13.4    Hitachi may make any representations or warranties in addition to
              the representations and warranties found in this Agreement;
              provided that Hitachi shall bear sole responsibility for
              fulfillment of such representations or warranties.

              NCD shall further warrant that the Software media will be free
              from defects


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              in materials for a period of ninety (90) days after the date of
              shipment of the relevant Software .

       13.5   Any out of box failures or DOA Products found to be defective
              within THIRTY (30) DAYS after the date of shipment, or identified
              as failing on initial power up should be replaced via expedited
              delivery by NCD. For any Products returned and replaced under this
              Section 13.5 NCD shall bear all shipping and handling expenses.

       13.6   These warranties shall not apply to defects which have been caused
              by accident, disaster, electrical power or failure, or other
              causes, or to Products which have been tampered with or defaced or
              which have been subjected to unintended or abnormal conditions of
              operation, improper application or installation.


14     REPAIR SERVICE AFTER WARRANTY PERIOD


       14.1   If the Products are found to be defective after the above-
              mentioned warranty period, Hitachi may request NCD to repair the
              defective Product at NCD's then current standard price for repair
              service.


       14.2   Transportation costs incurred by NCD in connection with repair
              service to be performed pursuant to this SECTION 14 shall be
              reimbursed by Hitachi to NCD.

       14.3   Repair costs subsequent to the warranty period are listed in
              Exhibit A attached hereto.

       14.4   NCD shall retain sufficient quantity of any spare parts or
              materials necessary for the repair of the Products as provided
              herein, at least for five (5) years after the discontinuance of
              the relevant Products.

15     DISCONTINUANCE OF PRODUCT

       In case NCD intends to discontinue the supply of certain Products during
       the term of this Agreement, NCD shall endeavor to give Hitachi 180 days
       prior written notice, in any case NCD shall give written notice of at
       least NINETY (90) DAYS ("Last Buy Notice") prior to the intended date of
       discontinuance. Hitachi may, at least THIRTY (30) DAYS prior to the
       intended date of discontinuance informed by Last Buy Notice, place a
       non-cancelable Order ("Last Buy Order") to cover its future requirements,
       and NCD shall accept such Last Buy Order. The quantity and delivery
       schedule of the Products ordered by such Last Buy Order shall be mutually
       agreed between the parties. In no event will the quantity of the Last Buy
       Order exceed the total of Hitachi 's last twelve (12) months of purchases
       of Product.


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16     ENGINEERING CHANGE

       Engineering changes involving form, fit or function of the Products may
       be made only by revising the Purchase Specifications of the relevant
       Products by mutual consents of the parties in writing. Changes made in
       the course of normal maintenance shall not be subject to this Section 16.


17     LIMITATION OF LIABILITY


       17.1   THE WARRANTIES AND REMEDIES EXPRESSLY PROVIDED IN THIS AGREEMENT,
              INCLUDING BUT NOT LIMITED TO SECTION 13, ARE NCD'S ONLY WARRANTIES
              AND REMEDIES AND ARE IN LIEU OF ALL OTHER EXPRESS OR IMPLIED
              WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
              FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE
              SPECIFICALLY DISCLAIMED AND EXCLUDED.

       17.2   NCD AND ITS SUPPLIERS SHALL, IN NO EVENT, BE LIABLE FOR ANY
              INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES
              (INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, GOODWILL OR
              LOSS OF USE OR DATA) OR ANY COSTS OF SUBSTITUTE PRODUCT ARISING
              OUT OF, OR RELATED TO THE PRODUCTS, EVEN IF NCD HAD BEEN ADVISED,
              KNOWN OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR
              COSTS.

       17.3   EXCEPT FOR NCD'S INDEMNITY OBLIGATION HEREUNDER AND BREACH OF
              CONFIDENTIALITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE
              LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR
              INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
              AGREEMENT.


18     INDEMNITY


       18.1   NCD shall at its expense, indemnify, hold harmless, and defend,
              Hitachi, Hitachi 's subsidiaries and their respective customers,
              from and against any action, claim, liability or damage arising
              out of, in connection with or relating to any claim that the
              Products provided hereunder infringe or misappropriate any patent,
              copyright, trade secret, trademark or other intellectual property
              rights. NCD shall pay all damages, costs and expenses (including
              reasonable attorneys' fees) incurred by Hitachi, Hitachi 's
              subsidiaries and their respective customers, provided that Hitachi
              (i) notifies NCD promptly in writing of the claim, (ii) provides
              NCD with reasonable information and assistance at NCD's expense
              for the defense or settlement of the claim, and (iii) grants NCD
              reasonable control of the defense or settlement of the claim;
              provided that such defense or settlement shall be made through
              attorneys reasonably acceptable to Hitachi.


<PAGE>


       18.2   In the event that Products, are held to constitute an infringement
              or their use is enjoined, NCD shall at its own expense, either (i)
              procure for Hitachi , Hitachi 's subsidiaries and their respective
              customers the royalty-free right to continue distributing or using
              such Products, (ii) replace such Products to Hitachi 's reasonable
              satisfaction with non-infringing products of equivalent quality
              and performance, (iii) modify such Products so that they become
              non-infringing and of equivalent quality and performance.


       18.3   Notwithstanding the foregoing, NCD shall have no liability to
              Hitachi to the extent an infringement or other claim to the extent
              it is based on (i) the use of Products in combination with
              equipment, devices or software other than those intended to be
              used with the Products, (ii) the modification of Products by other
              than NCD or its agents, or by Hitachi in accordance with the
              instruction by NCD, (iii) NCD's compliance with Hitachi 's
              specific suggestion or instruction; provided in each case such
              infringement would not have occurred but for the occurrence of the
              events in (i) to (iii) respectively.


19     CONFIDENTIALITY


       19.1   All confidential information, disclosed by a party ("Disclosing
              Party"), which shall be clearly marked as "Confidential" at the
              time of disclosure, will be safeguarded and kept confidential by
              the other party ("Receiving Party") during the term of this
              Agreement and for three (3) years thereafter. The Disclosing
              Party's confidential information shall be safeguarded by the
              Receiving Party to the same extent that it safeguards its
              confidential materials of similar importance; provided, however,
              that the Receiving Party uses at least reasonable care.


       19.2   Notwithstanding the foregoing, Hitachi may disclose NCD's
              confidential information to Hitachi 's subcontractors and/or
              Hitachi subsidiaries to the extent necessary for their activities
              contemplated under this Agreement; provided, however, that Hitachi
              shall impose the confidentiality obligations substantially similar
              to those provided for in this SECTION 19 on such subcontractors
              and Hitachi subsidiaries.


       19.3   The foregoing confidentiality obligations mentioned above shall
              not apply to:

              i)     information which now or hereafter, through no act or
                     failure to act on the part of the Receiving Party, is or
                     becomes generally known or available;

              ii)    information which is furnished to a third party by the
                     Disclosing Party without confidentiality obligations;

              iii)   information which is furnished to the Receiving Party by a
                     third party without confidentiality obligations,

              iv)    information which is independently developed by the
                     Receiving Party, or

              v)     disclosure as required by law or requested by any
                     governmental agency.


<PAGE>


20     TERM AND TERMINATION


       20.1   This Agreement shall become effective as of the date first above
              written and continue in full force and effect FOR FIVE (5) YEARS.
              Such term shall be automatically renewed for each one (1) year
              period unless either party delivers a written notice to the other
              party WITHIN ONE HUNDRED-TWENTY (120) DAYS prior to the expiration
              of the applicable term indicating such party's intention not to
              renew this Agreement.


       20.2   Either party may terminate this Agreement immediately upon written
              notice to the other party, if at any time any one of the following
              events occurs:

              i)     the other party files voluntary petition in bankruptcy
                     (other than solely for reconstruction;

              ii)    the other party is adjudicated as bankrupt;

              iii)   the other party makes an assignment for the benefit of its
                     creditors; iv) a competent court assumes jurisdiction of
                     the assets of the other party under a bankruptcy or
                     reorganization act;

              v)     a trustee or receiver is appointed by a court for all or
                     substantially all the assets of the other party;

              vi)    transfer to, or acquisition by, a third party of a
                     substantial portion of the business or assets of the other
                     party, if after careful consideration such transfer or
                     acquisition is deemed to be detrimental to such party; or

              vii)   any substantial change in the ownership or majority control
                     of the other party including merger which is, after careful
                     consideration, deemed to be detrimental to such party,
                     unless such other party or such other party's shareholders,
                     has a majority control of the resulting entity or such
                     change in control is the result of a venture capital
                     financing or a public offering of such other party's stock.

       20.3   Either party may terminate this Agreement upon material breach of
              the other party if such material breach is not cured within thirty
              (30) days after the notice by terminating party. Such notice shall
              describe the breach.

       20.4   Upon termination or expiration of this Agreement, Hitachi shall at
              NCD's direction either (i) destroy all units of Software in its
              possession; or (ii) promptly return to NCD all copies of Software,
              all copies of confidential or proprietary information relating to
              the Products, all advertising materials and all other items
              furnished by NCD, other than Products purchased or then-currently
              licensed for authorized use by Hitachi . Upon NCD's request,
              Hitachi agrees to provide written notice to NCD and/or its
              supplier Microsoft Corporation certifying that it has fulfilled
              the requirement of SECTION 22 below. Such certification shall be
              signed by an officer or director of Hitachi.


<PAGE>




21.    PRODUCT CHANGES

       NCD shall not change, modify, improve or enhance the Product unless such
       change, modification, improvement or enhancement is agreed by Hitachi and
       reflected to the Purchase Specification of the relevant Products.

22.    SUPPORT AND MAINTENANCE

       22.1   To the extent available now, and during the life of this
              Agreement, at the request of Hitachi, NCD shall provide the
              following, collectively referred to as "Technical Information," at
              no charge to Hitachi:

              Problem history database -- A regularly updated problem history
              database that includes a description of all changes, enhancements,
              or problem fixes provided by NCD. NCD will provide this database
              in a format agreed to by both parties.

              Documentation will be in an electronic format suitable for both
              reproduction and for publishing on Hitachi's Corporate Intranet,
              and will be updated by new documentation from time-to-time as it
              becomes available at no cost to Hitachi, to the extent such
              Documentation is not subject to any third party encumbrances.
              Documentation currently available will be provided to Hitachi as
              soon as practicable, but not more than thirty (30) days following
              the signing of this Agreement. New documentation will be provided
              to Hitachi within thirty (30) days following its general release
              by NCD.

       22.2   To the extent such Documentation is not subject to any third party
              encumbrances, Hitachi shall have the right to copy, modify and use
              the Documentation provided by NCD for the purpose of providing
              desired manuals, training or support materials, or the like
              concerning the Product, provided that any NCD copyrights therein
              are appropriately safeguarded. Such manuals, training or support
              materials shall be used solely to support the Products.

       22.3   Hitachi shall attempt to resolve Customer problems independently
              using the information provided by NCD. If a greater level of
              technical expertise is required, Hitachi will engage NCD in
              resolving the Customer's problem. Hitachi will remain the
              interface to the customer throughout the problem resolution
              process. Hitachi will assign the problem a unique reference
              number. NCD will use the same reference number when communicating
              with Hitachi. Hitachi will provide NCD with all information
              relevant to the problem, including, if applicable, the method used
              by Hitachi to duplicate the problem on its own systems. Hitachi
              will convey such information to supplier by whatever means both
              parties agree are most expedient. NCD shall make available via
              telephone, individuals sufficiently skilled to assist Hitachi in
              problem resolution. If mutually determined as necessary by both
              parties, NCD's technical


<PAGE>


              representative will be available to provide on-site support at
              Customer's location.

       22.4   Hitachi will provide Levels 1 and 2 support. NCD will provide
              Level 3 support on an as-required basis.

              Level 1 -- Call acceptance and ownership until resolution. Gather
              problem information and determine criticality. Search knowledge
              base and deliver known solutions to customer. Dispatch Hitachi
              Customer Engineer as appropriate. Escalate to Level 2 as required.

              Level 2 -- Respond to Level 1 escalations with a higher level of
              expertise in a specific technology area. Develop and gain customer
              agreement for problem isolation, solution creation and solution
              implementation plan. Provide an existing fix, work-around
              solution, or escalate to NCD for assistance. Co-ordinate NCD's
              performance.

              Level 3 -- Assign resources as reasonably required to resolve
              problem. Work with Hitachi Level 2 support to co-ordinate the
              development and delivery of problem solutions. NCD shall not be
              liable for any Software error caused by any of the following
              events: (i) defects or errors resulting from any attachments,
              modifications, enhancements of the Software made by any person
              other than NCD, unless otherwise approved in writing by NCD; (ii)
              incorrect use of the Software or operator error; (iii) any
              modification of the Software if such modification would result in
              a departure from the Specifications.

       22.5   NCD's point(s) of contact for Technical Support will be provided
              to Hitachi as soon as practicable, but not more than thirty (30)
              days following the signing of this Agreement.

       22.6   NCD's Technical Support as described in this Section 3 shall be
              available to Hitachi (i) for all current Version Releases,
              Upgrades and Updates and (ii) for the immediately two previous
              Version Releases, including all respective Upgrades and Updates.

       22.7   If requested, NCD will provide Hitachi with a report which details
              NCD's performance relative to the response and resolution
              guidelines specified in this Section 22. As a minimum, the report
              will include a complete list of problems escalated to Level 3, the
              time and date each call was received, a brief description of each
              problem, problem status, and if resolved, the date and time of
              closure.

23     NOTICE

       Any notice or report pursuant to this Agreement shall be in writing and
       in English and shall be deemed given if delivered personally, or five (5)
       business days after mailing if sent by registered air mail (or
       internationally recognized express mail such


<PAGE>


       as DHL), postage paid, addressed to the other party at the address set
       forth below or at such other address as designated by the party by
       written notice, or upon receipt if sent by confirmed telex or facsimile.


       For NCD:

                  Network Computing Devices, Inc.
                  350 N. Bernardo Avenue
                  Mountain View, CA  94043
                  Attn.: General Counsel




         For Hitachi :


                  Hitachi, Ltd. PC Division


                  810 Shimoimaizumi


                  Ebina-shi, Kanagawa-ken, 243-0435


                  Attn.: Purchasing Manager


       Either party may change its address for the purpose of this Agreement by
       giving the other party written notice of its new address.


24     NO WAIVER


       The failure of either party to enforce at any time any provision of this
       Agreement will not be construed to be a waiver of any such provision and
       will not affect the validity of this Agreement or any part thereof or the
       right of either party to enforce such provision. No waiver of any breach
       hereof will be construed to be a waiver of any other breach.


25     PUBLICATION


       Neither party shall issue any press release or other announcement of this
       Agreement without the other party's prior written consent, which shall
       not be unreasonably withheld. The parties agree to cooperate on the
       preparation and issuance of appropriate announcements.


26     SURVIVAL


       No termination or expiration of this Agreement shall release any party
       from any liability which at such time has already accrued to the other
       party, or in any way affect the survival of any right, duty or obligation
       of any party originated during the term of this Agreement which is
       contemplated to be performed as of the date of or after such termination
       or expiration including but not limited to Sections 8, 13, 17, 18, 19, 20
       AND 32 of this Agreement .


<PAGE>


27     INDEPENDENT CONTRACTOR


       NCD and Hitachi are independent contractors in the performance of this
       Agreement, each acting for its own account and at its own risk. Neither
       party is an agent or representative of the other party, and neither party
       hereto has the authority, nor shall represent itself as having the
       authority, to make commitments or incur obligations on behalf of the
       other party.


28     FORCE MAJEURE


       In any event that any force majeure, including but not limited to
       disasters, fire, war, civil commotion, strikes, governmental regulations
       or other occurrences beyond the reasonable control of either party, shall
       occur and make it impracticable for either party to perform its
       obligations set forth in this Agreement, the provisions of this Agreement
       related thereto shall be suspended, but only as long as and so far as the
       impediment exists. In the case of such suspension, the parties hereto
       shall use their best efforts to overcome the cause and effect of such
       suspension.


29     NON-ASSIGNMENT


       Neither this Agreement nor any of the rights and obligations created
       herein may be assigned, delegated, pledged or otherwise encumbered or
       disposed of, in whole or in part, by either party to a third party
       without prior written consent of the other party. Any attempt to do so
       without the other's consent shall be null and void.


30     ENTIRE AGREEMENT


       This Agreement, including Exhibits attached hereto, shall constitute the
       entire agreement between the parties with respect to the subject matter
       hereof and supersede all prior proposals, negotiations, agreements,
       representations and other communications, written or oral, expressed or
       implied, between the parties with respect to the subject matter hereof.
       No modification, renewal, extension or waiver of this Agreement or any of
       its provisions shall be binding unless made in writing by duly authorized
       representatives of both parties.


31     SEVERABILITY


       If any term, provision, covenant or condition of this Agreement or the
       application thereof is held by a court of competent jurisdiction to be
       invalid, void, unenforceable, or contrary to law, then the validity of
       the remaining provisions of this Agreement shall remain in full force and
       effect and shall in no way be affected, impaired, or invalidated. In such
       instance, the parties shall use their best efforts to replace the
       invalid, void or unenforceable provision(s), or provisions being contrary
       to law, with legally valid or enforceable provisions approximating to the
       extent possible the original intent of the parties hereto.


<PAGE>


32     GOVERNING LAW

       This Agreement shall be, in all respects, governed by and construed in
       accordance with the laws of California, U.S.A. , excluding its conflict
       of law rules. The parties agree that the United Nations Convention on
       Contracts for the International Sale of Goods shall be applicable to the
       transactions contemplated by this Agreement. Each party agrees to resolve
       any dispute, controversy or claim arising out of or related to this
       Agreement, or the interpretation, breach, termination or validity of this
       Agreement through an arbitration proceeding. Any arbitration shall be
       conducted in English, and if the defending party is NCD, in San
       Francisco, in accordance with the then current UNCITRAL Arbitration
       Rules, and if the defending party is Hitachi , in Tokyo, in accordance
       with the then current Commercial Arbitration Rule of the Japan Commercial
       Arbitration Association. The award rendered by the arbitrator(s) shall
       include costs of the arbitration, reasonable attorneys' fees and
       reasonable costs for experts and other witnesses. Judgment on the award
       may be entered in any court having jurisdiction. In no event shall the
       arbitrator(s) be empowered to grant an award for consequential, special,
       incidental, punitive or indirect damages arising out of or in connection
       with this Agreement pursuant to Section 17 above.



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


HITACHI , LTD.                          NETWORK COMPUTING DEVICES, INC.



   /s/                                     /s/
----------------------------------      ---------------------------------------
Signature                                            Signature

Hiroshi Hirosawa / Dept. Manager    John DeSantis, Sr. V.P. Sales & Marketing
---------------------------------   -------------------------------------------
Typed Name and Title                        Typed Name and Title

Date:    Jan 28 `00                                  Date:    Jan 30, 2000
     ----------------------------                         -----------------