**NETWORKCOMPUTING DEVICES, INC.**

 
| **WARRANT** |   | **NO.  13** |
|-------------|--------|------------------|

 

 

THE SECURITIESREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREINMAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OFSUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT AND THE RULES AND REGULATIONSTHEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF LEGALCOUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANYPROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANYAPPLICABLE STATE SECURITIES LAWS.

 
| Void after 5:00 p.m. August 29, 2006 |   | Warrants To Purchase  Common Stock Dated: August 29, 2001 |
|-------------------------------------------|--------|----------------------------------------------------------------|

 

**WARRANTCERTIFICATE REPRESENTING**

**WARRANTSTO PURCHASE COMMON STOCK OF**

**NETWORKCOMPUTING DEVICES, INC.**

 

**FOR VALUE RECEIVED**, NETWORK COMPUTINGDEVICES, INC., a corporation organized and existing under the laws of Delaware(the "Company"), hereby certifies that the holder identified on thefinal page (the “Holder”) of this Warrant (the "Warrants", and eachright to purchase a share of Common Stock, a "Warrant") is entitled,subject to the terms set forth below, at any time or from time to timehereafter, but not later than August 29, 2006, to purchase from the Companyfully paid and non-assessable shares of Common Stock  in the amount set forth opposite the Holder’s name. TheseWarrants and all rights hereunder, to the extent such rights shall not havebeen exercised, shall terminate and become null and void at 5:00 p.m., New Yorktime, on August 29, 2006.

 

**DEFINITIONS**

 

The terms defined below, whenever used in thisWarrant, shall have the respective meanings hereinafter specified.  Whenever used in this Warrant, any noun orpronoun shall be deemed to include both the singular and plural and to coverall genders.

 

"Assignment"means the form of Assignment appearing at the end of this Warrant.

 

"CommonStock" means the Company's authorized Common Stock, $.001 par value.

 

"Commission" means the United StatesSecurities and Exchange Commis­sion, or any other Federal agency thenadministering the Securities Act.

 

"Exchange Act" means the Securities ExchangeAct of 1934, as amended, and any similar or successor U.S. federal statute, andthe rules and regulations of the Com­mission (or its successor) thereunder, allas the same shall be in effect at the time.

 

"Exercise Period" means the periodcommencing on the date hereof and terminating at 5:00 p.m., New York time,on August 29, 2006.

 

"Exercise Price" means the price per shareof Common Stock set forth in Section 1A hereof, as such price may be adjustedfrom time to time pursuant to Section 1.

 

"Form ofSubscription" means the Form of Subscription appearing at the end of thisWarrant.

 

"Holder" means the person in whose name thisWarrant is registered on the books of the Company maintained for such purpose.

 

"Securities Act" means the Securities Act of1933, as amended, or any similar U.S. Federal statute, and the rules and regu­lationsof the Commission promulgated thereunder, all as the same shall be in effectfrom time to time.

 

 

SECTION 1.           **Exercise ofWarrants: Term; Exercise Price;**

**Adjustments of Exercise Price**

 

1A.          **Exerciseof Warrants**.  Subject tothe condi­tions of this Section 1, the holder of any Warrant at the holder'soption may exercise such holder's rights under all or any part of the Warrantsto purchase shares of the Company's Common Stock (the "WarrantShares") at any time during the Exercise Period at a price (the"Exercise Price") equal to Fifty Cents ($.50) per share, subject toadjustment as hereinafter provided.

 

1B.          **Adjustmentof Exercise Price for Other Transactions**.  If and whenever after the date hereof theCompany shall issue or sell any shares of its Common Stock for a considerationper share less than the Exercise Price in effect immediately prior to the timeof such issue or sale then, forthwith upon such issue or sale, the ExercisePrice with respect to the exercise of any Warrant subsequent to such eventshall be reduced to the lower of the prices (calculated to the nearest cent)determined as follows:

 

(a)           by dividing (1) an amount equal tothe sum of (A) the aggregate number of shares of Common Stock outstandingimmediately prior to such issue or sale multiplied by the then existingExercise Price, and (B) the consideration, if any, received by the Company uponsuch issue or sale, by (2) the aggregate number of shares of Common Stock ofall classes outstanding immediately after such issue or sale; and

 

(b)           by multiplying the Exercise Price ineffect immediately prior to the time of such issue or sale by a fraction, thenumerator of which shall be (1) the sum of (A) the aggregate number ofshares of Common Stock outstand­ing immediately prior to such issue or sale multipliedby the Market Price immediately prior to such issue or sale plus (B) theconsideration received by the Company upon such issue or sale; and thedenominator of which shall be (2) the product of (A) the aggregate numberof shares of Common Stock of all classes outstanding immediately after suchissue or sale, multiplied by (B) the Market Price immediately prior to suchissue or sale.

 

No adjustment of the Exercise Price, however, shall be made in anamount less than 1% of the Exercise Price, but any such lesser adjustment shallbe carried forward and shall be made at the time of and together with the nextsubsequent adjust­ment, provided, however, upon the exercise ofthe Warrants, the Company shall make all necessary adjustments not theretoforemade to the Exercise Price up to and including the date upon which the Warrantis exercised.

 

1C.          **Subdivisionor Combination of Stock**. In case the Company shall at any time subdivide its outstanding sharesof Common Stock into a greater number of shares, the number of shares issuableon exercise of this Warrant shall be proportionately increased, and conversely,in case the outstand­ing shares of Common Stock of the Company shall becombined into a smaller number of shares, the number of shares issuable on exerciseof this Warrant shall be proportionately reduced.

 

1D.          **Changesin Common Stock**.  If anycapital reorganization or reclassification of the capital stock of the Company,or consolidation or merger of the Company with another corporation, or sale,transfer or other disposition of all or substantially all of its properties toanother corpora­tion, shall be effected, then, as a condition of such reorga­nization,reclassification, consolidation, merger, sale, transfer or other disposition,lawful and adequate provision shall be made whereby each holder of Warrantsshall thereafter have the right to purchase and receive upon the basis and uponthe terms and conditions herein specified and in lieu of the shares of theCommon Stock of the Company immediately thereto­fore issuable upon exercise ofthe Warrants, such shares of stock, securities or properties, if any, as may beissuable or payable with respect to or in exchange for a number of outstandingshares of such Common Stock equal to the number of shares of such Common Stockimmediately theretofore issuable upon exercise of the Warrants had suchreorganization, reclassification, consolidation, merger, sale, transfer orother disposition not taken place, and in any such case appropriate provisionsshall be made with respect to the rights and interests of each holder ofWarrants to the end that the provisions hereof (including without limitationprovisions for adjustment of the Exercise Price) shall thereafter beapplicable, as nearly equivalent as may be practicable in relation to anyshares of stock, securities or properties thereafter deliverable upon theexercise thereof.  The Company shall noteffect any such consolidation, merger, sale, transfer or other disposition,unless prior to or simultaneously with the consummation thereof the successorcorporation (if other than the Company) resulting from such consolidation ormerger or the corporation purchasing or otherwise acquiring such propertiesshall assume, by written instrument executed and mailed or delivered to theholders of Warrants at the last address of such holders appearing on the booksof the Company, the obligation to deliver to such holders such shares of stock,securities or properties as, in accordance with the foregoing provisions, suchholders may be entitled to acquire.  Theabove provisions of this subpara­graph shall similarly apply to successivereorganizations, reclassifications, consolidations, mergers, sales, transfers,or other dispositions.

 

1E.           **Notice ofAdjustment**.  Upon anyadjustment of the Exercise Price, then and in each such case the Company shallgive written notice thereof to the registered Holder, which notice shall statethe Warrant price resulting from such adjustment and the increase or decrease,if any, in the number of shares purchasable at such price upon the exercise ofthis Warrant, setting forth in reasonable detail the method of calculation andthe facts upon which such calculation is based.  Upon written request of the Holder, the Company shall promptlyobtain the opinion of a firm of independent certified public accountants (whichmay be the regular auditors of the Company) of recognized national standingselected by the Company's Board of Directors, which opinion shall state theExercise Price resulting from such adjustment and the increase or decrease, ifany, in the number of shares of Common Stock issuable upon Exercise of theWarrant or Warrants held by each holder of Warrants, setting forth inreasonable detail the method of calculation and the facts upon which suchcalculation is based.  The good faithdetermination of the Board of Directors based upon such accountants opinionshall be final and binding with respect to any adjustment required hereunder.

 

1F.           **CertainEvents**.  If any eventoccurs as to which in the opinion of the Board of Directors of the Company theother provisions of Section 1 hereof are not strictly applicable or if strictlyapplicable would not fairly protect the conversion rights of the holders of theWarrants in accordance with the essential intent and principles of suchprovisions, then such Board of Directors shall appoint a firm of independentcertified public accountants (which may be the regular auditors of the Company)of recognized national standing, which shall give their opinion upon theadjustment, if any, on a basis consistent with such essential intent andprinciples, necessary to preserve, without dilution, the rights of the holdersof the Warrants.  Upon receipt of suchopinion by the Board of Directors, the Company shall forthwith make theadjustments described therein; provided, however, that no suchadjustment pursuant to this Section 1F shall have the effect of increasing theExercise Price as otherwise determined pursuant to Section 1 hereof except inthe event of a combination of shares of the type contemplated in Section ID andthen in no event to an amount larger than the exercise price as adjustedpursuant to Section ID.

 

1G.          **Prohibitionof Certain Actions**.  TheCompany will not (i) authorize or issue, or agree to authorize or issue, anyshares of its capital stock of any class preferred as to dividends or as to thedistribution of assets upon voluntary or involuntary liquidation, dissolutionor winding-­up of the Company otherwise than for full and fair consideration inhand paid to the  Company concurrentwith any such issuance; or (ii) take any action which would result in anyadjustment of the Exercise Price if the total number of shares of Common Stockissuable after such action upon exercise of all of the Warrants would exceedthe total number of shares of Common Stock then authorized by the Company'sCertificate of Incorporation.

 

1H.          **Stock tobe Reserved**.  The Companywill at all times reserve and keep available out of its authorized CommonStock, solely for the purpose of issue upon the exercise of Warrants as hereinprovided, such number of shares of Common Stock as shall then be issuable uponthe exercise of all outstanding Warrants, and the Company will maintain at alltimes all other rights and privileges sufficient to enable it to fulfill allits obligations hereunder.  

 

1I.            **Registrationand Listing of Common Stock**. If any shares of Common Stock required to be reserved for purposes ofexercise of Warrants hereunder require registration with or approval of anygovernmental authority under any Federal or state law (other than theSecurities Act) before such shares may be issued upon exercise, the Companywill, at its expense and as expeditiously as possible, use its best efforts tocause such shares to be duly registered or ap­proved, as the case may be.  Shares of Common Stock issuable uponexercise of the Warrants shall be registered by the Company under theSecurities Act or similar statute then in effect.  If and so long as the Common Stock is listed on any nationalsecurities exchange or quoted on the Nasdaq Stock Market, the Company will, atits expense, obtain promptly and maintain the approval for listing or quotationthereon upon official notice of issuance, of shares of Common Stock issuableupon exercise of the then outstanding Warrants and maintain the listing orquotation of such shares after their issuance; and the Company will also causethe listing on such national securities exchange or quotation on Nasdaq, willregister under the Exchange Act and will maintain such listing or quotation of,any other securities that at any time are issuable upon exercise of theWarrants, if and at the time that any securi­ties of the same class shall belisted on such national securities exchange or quoted on Nasdaq by the Company or shall require registra­tion underthe Exchange Act.  The Shares aresubject to a separate Registration Rights Agreement.

 

1J.           **No Chargefor Issuance**.  Theissuance of certificates for shares of Common Stock upon exercise of Warrantsshall be made without charge to the holders of the Warrants, other then paymentof the exercise price.

 

1K.          **Closingof Books**.  The Companywill at no time close its transfer books against the transfer of any Warrant orof any shares of Common Stock issued or issuable upon the exercise of anyWarrant in any manner which interferes with the timely exercise of suchWarrant.

 

1L.           **No Rightsor Liabilities as Shareholders**. No Warrant shall entitle any holder thereof to any of the rights of ashareholder of the Company.  Noprovision of this Warrant, in the absence of the actual exercise of suchWarrant or any part thereof by the holder thereof into Common Stock issuableupon such exercise, shall give rise to any liability on the part of such holderas a shareholder of the Company, whether such liability shall be asserted bythe Company or by creditors of the Company.

 

1M.         **FractionalShares**.  The Companyshall not issue fractional shares of Common Stock or scrip representingfractional shares of Common Stock upon any exercise of this Warrant.  As to any fractional share of Common Stockwhich the Holder would oth­er­wise be entitled to purchase from the Companyupon such exercise, the Company shall purchase from the Holder such fractionalshare at a price equal to an amount calculated by multiplying such fractionalshare (calculated to the nearest 1/100th of a share) by its Market Price on thedate the Form of Subscription is received by the Company.  Payment of such amount shall be made in cashor by check payable to the order of the Holder at the time of delivery of anycertificate or certifi­cates arising upon such exercise.

 

SECTION 2.           **METHOD OFEXERCISE OF WARRANTS**

 

The Warrants may beexercised by the surrender of this Certificate, with the Form of Subscriptionattached hereto duly executed by the holder, to the Company at its principaloffice, accompanied by payment of the Exercise Price for the number of sharesof Common Stock specified.  The Warrantsmay be exercised for less than the full number of shares of Common Stock calledfor hereby by surrender of this Certificate in the manner and at the placeprovided above, accompanied by payment for the number of shares of Common Stockbeing purchased.  If the Warrants shouldbe exercised in part only, the Company shall, upon surrender of this WarrantCertificate for cancellation, execute and deliver a new Warrant Certificateevidencing the right of the holder to purchase the balance of the sharespurchasable hereunder.  Upon receipt bythe Company of this Warrant Certificate at the office of the Company, in properform for exercise, accompa­nied by the full Exercise Price in cash or certifiedor bank cashier's check, the holder shall be deemed to be the holder of recordof the shares of Common Stock issuable upon such exercise, notwithstanding thatthe stock transfer books of the Company shall then be closed or thatcertificates representing such Common Stock shall not then be actuallydelivered to the holder.

 

As soon as practicable after the exercise of theseWarrants in whole or in part and, in any event, within ten (10) daysthereafter, the Company at its expense will cause to be issued in the name ofand delivered to the holder a certifi­cate or certificates for the number offully paid and nonassessable shares of Common Stock (and any new Warrants) towhich the holder shall be entitled upon such exercise.  Each certificate for shares of Common Stockso delivered shall be in such denominations as may be requested by the holderand shall be registered in the name of the holder or such other name as theholder may designate.

 

SECTION 3.           **PAYMENTOF TAXES**

 

The issuance of certificates for shares of CommonStock upon exercise of the Warrants shall be made without charge to the holdersof the Warrants exercised for any issuance tax in respect thereto; provided,however, that the Company shall not be required to pay any tax which maybe payable in respect of any transfer of any certificate or Warrant.

 

SECTION 4.           **MUTILATEDOR MISSING WARRANT CERTIFICATES**

 

Upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutila­tion of thisWarrant Certificate, and (in the case of loss, theft or destruction) ofreasonably satisfactory indemnifica­tion and upon surrender and cancellation ofthis Warrant Certificate, if mutilated, the Company will execute and deliver anew Warrant Certificate of like tenor and date.

 

SECTION 5.           **RESTRICTIONSON TRANSFER**

 

5A.          **In General**. This Warrant and the CommonStock issued upon the exercise hereof shall not be transferable except upon theconditions hereinafter specified, which conditions are intended to insurecompliance with the provisions of the Securities Act and any applicable statesecurities laws in respect of the transfer of this Warrant or any such CommonStock.

 

5B.          **RestrictiveLegends**. This Warrant (including each Warrant issued upon thetransfer of any Warrant) shall bear on the face thereof a legend substantiallyin the form of the notice endorsed on the first page of this Warrant.

 

Each certificate for shares of Common Stock initiallyissued upon the exercise of this Warrant and each certificate for shares ofCommon Stock issued to a subsequent transferee of such certificate shall, bearon the face thereof a legend reading substantially as follows:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND NEITHERTHE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OROTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDERSUCH ACT AND THE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESESECURITIES MAY REQUIRE AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCESATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALEIS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIESLAWS.

 

In the event thata registration statement covering the shares of Common Stock issued uponexercise of this Warrant shall become effective under the Securities Act or inthe event that the Company shall receive an opinion of its counsel that, in theopinion of such counsel, such legend is not, or is no longer, necessary orrequired (including, without limitation, because of the availability of theexemption afforded by Rule 144 of the Regulations of the Securities andExchange Commission), the Company shall, or shall instruct its transfer agentsand registrars to, remove such legend from the certificates evidencing suchshares of Common Stock or issue new certificates without such legend in lieuthereof.

 

5C.          **Notice ofProposed Transfer; Registration Not Required**.  The Holder of this Warrant or the holder ofany shares of Common Stock issuable upon the exercise hereof  (the “Warrant Shares”) by acceptance hereofor thereof, agrees to give written notice to the Company, prior to any transferof this Warrant, the Warrant Shares or any portion hereof or thereof, of itsintention to make such transfer which notice shall include a brief descriptionof such proposed transfer.

 

If in the opinion ofcounsel to the Company or counsel to the transferor reasonably acceptable tothe Company the proposed transfer may be effected without registration orqualification under any Federal or state law whereupon the Holder shall beentitled to transfer this Warrant or Warrant shares in accordance with theterms of the notice delivered to the Company and the opinion of counsel.  The Company shall not be required toimplement any unregistered transfer of the Warrant or Warrant Shares withoutsuch opinion of counsel.

 

SECTION 6            **MISCELLANEOUS**

 

6A.          **Nonwaiver**.  No course of dealing or any delay or failureto exercise any right hereunder on the part of the Holder shall operate as awaiver of such right or otherwise prejudice the Holder's rights, powers orremedies.

 

6B.          **NoticeGenerally**.  Any notice,demand or delivery to be made pursuant to the provisions of this Warrant shallbe sufficiently given or made if sent by first class mail, postage prepaid,addressed to (a) the Holder at its last known address appear­ing on the booksof the Company maintained for such pur­pose or (b) the Company at its principaloffice referred to in the Purchase Agreement. The Holder and the Company may each designate a different address bynotice to the other pursuant to this Section 6B.

 

6C.          **Successorsand Assigns**.  ThisWarrant and the rights evidenced hereby shall inure to the benefit of and bebinding upon the successors of the Company and the Holder.  The provisions of this Warrant are intendedto be for the benefit of all Holders from time to time of this Warrant, andshall be en­force­able by any such Holder.

 

6D.          **Amendment**.  This Warrant may not be modified or amendedexcept by written agreement of the parties.

 

6E.           **Headings**.  The headings of the Sections of this Warrantare for the convenience of reference only and shall not, for any purpose, bedeemed a part of this Warrant.

 

6F.           **GoverningLaw**.  Except to theextent the corporation statute of Delaware applies, this Agreement shall begoverned by and construed and enforced under the laws of California withoutreference to the principles of the conflicts of laws thereof.

 

**IN WITNESS WHEREOF**, the Company has causedthis Warrant Certificate to be duly executed, as of the day and year firstabove written.

 
| **WARRANT  NO. 13**                                       | **WARRANTS  TO PURCHASE** |
|-----------------------------------------------------------|--------------------------------|
|                                                      | 1,200,000 WARRANT SHARES       |
| **ISSUED TO:** HOFMANN & CO.                          |                           |
|                                                      |                           |
|                                                      |                           |
|                                                      |                           |
|                                                      |                           |
| **NETWORK COMPUTING DEVICES, INC.**                       |                           |
|                                                      |                           |
| By:                                                       |                           |   |   |
| Name: Rudolph G.  Morin                                   |                           |
| Title:    President and Chief Executive Officer |                           |
|                                                      |                           |
| Dated:  Mountain View, California                    |                           |
| August 29, 2001                                           |                           |
|                                                           |                                |  |  |  |

 

**FORM OF SUBSCRIPTION**

 

DATE:  _______________, 200__

 

WARRANT #____________

 

TO:**NETWORKCOMPUTING DEVICES, INC.**

 

The Undersigned,the holder of the within Warrants, hereby, irrevocably elects to exercise allor part of the purchase right represented by such Warrants for, and to purchasethereunder, shares of Common Stock of NETWORK COMPUTING DEVICES, INC. (the"Company") and herewith makes payment of $__________ to the Company,evidenced by delivery of the Holder’s certified or bank check and requests thatthe certificate representing such shares be issued in the name of, and bedelivered to Holder, at the address indicated below.

 

The Undersignedrepresents that he is acquiring the Common Stock  for his own account, for investment and without any view toresale or distribution of the Common Stock or any portion thereof. TheUndersigned acknowledges that the sale of the Common Stock hereunder has notbeen registered or qualified under the Securities Act, or under any statesecurities laws, and that any retransfer of the Common Stock by the Undersignedwill accordingly be restricted.  Thecertificates representing the Common Stock will bear a legend to the effectthat the Common Stock may not be transferred except in a transaction registeredor qualified under applicable securities laws or in a transaction exempt fromsuch registration or qualification, as evidenced by an opinion of counsel orother evidence satisfactory to the Company and its counsel.

 

The Undersignedacknowledges that the Common Stock must be held indefinitely unlesssubsequently registered under the Securities Act or the Company receives anopinion of counsel satisfactory to the Company that such registration is notrequired. The Undersigned is aware of the provisions of Rule 144 promulgatedunder the Securities Act which permit limited resale of stock purchased in aprivate placement subject to the satisfaction of certain conditions, including,among other things, the existence of a public market for the stock.  In the absence of a prior registration ofthe Common Shares underlying the securities being sold, the Undersigned agreesto be bound by any applicable restrictions, and acknowledges that theUndersigned may be required to hold the Shares for an indefinite period oftime, subject to prior registration of the Common Stock into which the Sharesare convertible.

 

The Undersignedfurther acknowledges that, in the event all of the requirements of Rule 144 arenot met, compliance with another registration exemption will be required; andthat, although Rule 144 is not exclusive, the staff of the SEC has expressedits opinion that persons proposing to sell private placement securities otherthan in a registered offering and other than pursuant to Rule 144, will have asubstantial burden of proof in establishing that an exemption from registrationis available for such offers or sales, that such persons and the brokers whoparticipate in the transactions do so at their own risk.  There is no assurance that any exemptionfrom registration under the Securities Act will be available or, if available,will allow such person to dispose of, or otherwise transfer, all or any portionof the Common Stock.

 

The Undersignedacknowledges that he can bear the economic risk and complete loss of his investmentin the Common Stock and has such knowledge and experience in financial orbusiness matters that he is capable of evaluating the merits and risks of theinvestment contemplated hereby.

 

 
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|          | (Name of Holder)       |
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|          | (Authorized Signatory) |
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|          | (Address)              |
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| (Telephone #) |                   |

 

**ASSIGNMENT FORM**

 

(To be executedonly upon the assignment of the within Warrant)

 

**To:          NETWORKCOMPUTING DEVICES, INC.**

 

**FOR VALUE RECEIVED**the undersigned registered Holder of the within Warrant

 

hereby sells,assigns and transfers unto

 

whose address is

 

all of the rightsof the under­signed under the within Warrant, with respect to a certain Warrantto purchase shares of Common Stock of NETWORK COMPUTING DEVICES,  INC. and if such shares of Common Stock shallnot include all the shares of Common Stock issuable as provided in the withinWarrant, then a new Warrant of like tenor for the number of shares of CommonStock of NETWORK COMPUTING DEVICES, INC., not being transferred hereunder shallbe issued in the name of and delivered to the undersigned, and does hereby irre­vocablyconstitute and appoint

 

as attorney infact to register such transfer on the books of The Company maintained for thepurpose, with full power of substitution in the premises.

 
| Dated                                                                                                                                                                                                                                                                                                                                                                                                                            | ______________,_________          |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------|--------|--------|
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| Signature Guaranteed:                                                                                                                                                                                                                                                                                                                                                                                                            | By:                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                             | (Signature of  Registered Holder) |
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| By:                                                                                                                                                                                                                                                                                                                                                                                                                              |                              |
|     **[Title:                                                                 ]** |                              |

 

NOTICE:  The signature to this Assignment mustcorrespond with the name as written upon the face of the within Warrant inevery particular, without alteration or enlargement or any change whatever.

 

The signature tothis Assignment must be guaranteed by a commercial bank or trust company of theUnited States or a member firm of the New York Stock Exchange.