**AMENDMENT NUMBER SIX TOLOAN AND SECURITY AGREEMENT**

**THIS AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT** (this “Amendment”), is entered into asof September __, 2001, between **FOOTHILL CAPITAL CORPORATION**, a Californiacorporation, (“Foothill”), and **NETWORK COMPUTING DEVICES, INC.**, a Delawarecorporation (“Borrower”), with reference to the following facts:

**WHEREAS**, Foothill and Borrower are parties tothat certain Loan and Security Agreement, dated as of March 30, 2000 (asamended, restated, or modified from time to time, the “Agreement”);

 

**WHEREAS**, Borrower has requested that Foothillmake certain changes to the Agreement; and

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**WHEREAS**, Foothill is willing to consent to thesecertain changes and take other actions with respect to the Agreement, all on theterms and conditions set forth herein.

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**NOW,THEREFORE**, inconsideration of the above recitals and the mutual promises contained herein,Foothill and Borrower hereby agree as follows:

 

1.             DefinedTerms All capitalized terms used herein and not otherwise defined hereinshall have the meanings ascribed to them in the Agreement, as amended hereby.

 

2.             Amendments tothe Agreement

 

a.             Section 1.1of the Agreement hereby is amended by adding or amending and restating, asapplicable, the following defined terms in the proper alphabetical order:

 

“Sixth Amendment” means that certain Amendment Number Six toLoan and Security Agreement, dated as of September ___, 2001, between Borrowerand Foothill.

 

“Sixth Amendment Closing Date” means the date that allconditions set forth in Section 5 of the Sixth Amendment have been satisfied.

 

“Sixth Amendment Fee” has the meaning ascribed thereto inSection 4 of the Sixth Amendment.

 

“Maximum Amount” means $3,000,000.

 

b.             Section 2.1is hereby amended by deleting the text of subsection (z)(i)(A) appearing withinthe definition of Borrowing Base and inserting the following in place thereof:

 

“the lesser of 75% of Eligible Foreign Accounts (provided, that(1) beginning on September 17, 2001, the figure 75% shall be decreased by 0.5%on each business day and (2) beginning on October 1, 2001, such figure shall bedecreased by 1.0% on each business day until such time as the Obligations havebeen paid in full in accordance with the terms of this Agreement), plus”;

 

c.             Section 2.1is hereby amended by deleting the text of subsection (z)(i)(B)(1) appearingwithin the definition of Borrowing Base and inserting the following in placethereof:

 

“(1) 75% of Eligible Extended Term Foreign Accounts (provided,that (1) beginning on September 17, 2001, the figure 75% shall be decreased by0.5% on each business day and (2) beginning on October 1, 2001, such figureshall be decreased by 1.0% on each business day until such time as theObligations have been paid in full in accordance with the terms of thisAgreement),”;

 

d.             Section 3.4of the Agreement is hereby amended by deleting the first sentence thereof andinserting the following in place thereof:

 

“This Agreement shall become effective upon the execution and deliveryhereof by Borrower and Foothill and shall continue in full force and effect fora term ending on October 15, 2001 (the “Maturity Date”).”

 

3.             Representationsand Warranties.  Borrower herebyrepresents and warrants to Foothill that:

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## (a)           theexecution, delivery, and performance of this Amendment and of the Agreement, asamended by this Amendment, are within its corporate powers, have been dulyauthorized by all necessary corporate action, and are not in contravention ofany law, rule, or regulation, or any order, judgment, decree, writ, injunction,or award of any arbitrator, court, or governmental authority, or of the termsof its charter or bylaws, or of any contract or undertaking to which it is aparty or by which any of its properties may be bound or affected,

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## (b)           thisAmendment and the Agreement, as amended by this Amendment, constituteBorrower’s legal, valid, and binding obligation, enforceable against Borrowerin accordance with its terms, and

##  

## (c)           thisAmendment has been duly executed and delivered by Borrower.

 

4.             ConditionsPrecedent to Amendment.  Thesatisfaction of each of the following shall constitute conditions precedent tothe effectiveness of this Amendment:

 

(a)           Foothillshall have received an amendment fee (the “Sixth Amendment Fee”) in anamount equal to $10,000.

 

(b)           Foothillshall have received the reaffirmation and consent attached hereto as Exhibit A,duly executed and delivered by an authorized officer of each Guarantor;

 

(c)           Therepresentations and warranties in this Amendment, the Agreement as amended bythis Amendment and any other amendments thereto, and the other Loan Documentsshall be true and correct in all respects on and as of the date hereof, asthough made on such date (except to the extent that such representations andwarranties relate solely to an earlier date);

 

(d)           NoEvent of Default or event which with the giving of notice or passage of timewould constitute an Event of Default shall have occurred and be continuing onthe date hereof, nor shall result from the consummation of the transactionscontemplated herein;

 

(e)           Noinjunction, writ, restraining order, or other order of any nature prohibiting,directly or indirectly, the consummation of the transactions contemplatedherein shall have been issued and remain in force by any governmental authorityagainst Borrower or Foothill; and

 

(f)            Allother documents and legal matters in connection with the transactionscontemplated by this Amendment shall have been delivered or executed orrecorded and shall be in form and substance satisfactory to Foothill and itscounsel.

 

5.             Miscellaneous.

 

(a)           Uponthe effectiveness of this Amendment, each reference in the Agreement to “thisAgreement”, “hereunder”, “herein”, “hereof” or words of like import referringto the Agreement shall mean and refer to the Agreement as amended by thisAmendment.

 

(b)           Uponthe effectiveness of this Amendment, each reference in the Loan Documents tothe “Loan Agreement”, “thereunder”, “therein”, “thereof” or words of likeimport referring to the Agreement shall mean and refer to the Agreement asamended by this Amendment.

 

(c)           ThisAmendment shall be governed by and construed in accordance with the laws of theState of California.

 

(d)           ThisAmendment may be executed in any number of counterparts and by differentparties on separate counterparts, each of which, when executed and delivered,shall be deemed to be an original, and all of which, when taken together, shallconstitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimileshall be equally as effective as delivery of a manually executed counterpart ofthis Amendment.  Any party delivering anexecuted counterpart of this Amendment by telefacsimile also shall deliver amanually executed counterpart of this Amendment but the failure to deliver amanually executed counterpart shall not affect the validity, enforceability,and binding effect of this Amendment.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed as of the date first written above.

 
|   | **NETWORK COMPUTING DEVICES, INC.**, |
|--------|--------------------------------------|
|   | a Delaware  corporation              |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   | Name:                                |   |
|   | Title:                               |   |
|   |                                 |
|   |                                 |
|   | FOOTHILL CAPITAL  CORPORATION,       |
|   | a California  corporation            |
|   |                                 |   |
|   |                                 |   |
|   | By:                                  |   |
|   | Name:                                |   |
|   | Title:                               |   |

 

**Exhibit A**

 

**REAFFIRMATION AND CONSENT**

All capitalizedterms used herein but not otherwise defined herein shall have the meaningsascribed to them in that certain Amendment Number Six to Loan and SecurityAgreement, dated as of September __, 2001 (the “Amendment”).  The undersigned hereby (a) represents andwarrants to Foothill that the execution, delivery, and performance of thisReaffirmation and Consent are within its corporate powers, have been dulyauthorized by all necessary corporate action, and are not in contravention ofany law, rule, or regulation, or any order, judgment, decree, writ, injunction,or award of any arbitrator, court, or governmental authority, or of the termsof its charter or bylaws, or of any contract or undertaking to which it is aparty or by which any of its properties may be bound or affected; (b) consentsto the amendment of the Agreement by the Amendment and to the transactionsdescribed therein; (c) acknowledges and reaffirms its obligations owing toFoothill under the Guaranty and any other Loan Documents to which it is aparty; and (d) agrees that each of the Guaranty and any other Loan Documents towhich it is a party is and shall remain in full force and effect.  Although the undersigned has been informedof the matters set forth herein and has acknowledged and agreed to same, itunderstands that Foothill has no obligations to inform it of such matters inthe future or to seek its acknowledgement or agreement to future amendments,and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent bytelefacsimile shall be equally as effective as delivery of an original executedcounterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation andConsent by telefacsimile also shall deliver an original executed counterpart ofthis Reaffirmation and Consent but the failure to deliver an original executedcounterpart shall not affect the validity, enforceability, and binding effectof this Reaffirmation and Consent.  ThisReaffirmation and Consent shall be governed by the laws of the State ofCalifornia.

 
|   | **AUSTRALIA, NETWORK COMPUTING  DEVICES (BENELUX) B.V.**, a company organized under the laws of The Netherlands |
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|   | Name:                                                                                                           |   |
|   | Title:                                                                                                          |   |
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|   | **NETWORK COMPUTING DEVICES (CANADA),  INC.**, a  corporation organized under the laws of Canada                |
|   |                                                                                                            |
|   | By:                                                                                                             |   |
|   | Name:                                                                                                           |   |
|   | Title:                                                                                                          |   |

 

 
|   | **NETWORK COMPUTING DEVICES (FRANCE)  S.A.R.L.**, a  company organized under the laws of France |
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|   | By:                                                                                             |   |
|   | Name:                                                                                           |   |
|   | Title:                                                                                          |   |
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|   | **NETWORK COMPUTING DEVICES, GMBH**, a company organized under the laws of  Germany             |
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|   | By:                                                                                             |   |
|   | Name                                                                                            |   |
|   | Title:                                                                                          |   |
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|   | **NCD GRAPHIC SOFTWARE CORPORATION**, an Oregon corporation                                     |
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|   | By:                                                                                             |   |
|   | Name:                                                                                           |   |
|   | Title:                                                                                          |   |
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|   | **NETWORK COMPUTING DEVICES (FSC),  INC.**, a Guam corporation                                  |
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|   | By:                                                                                             |   |
|   | Name:                                                                                           |   |
|   | Title:                                                                                          |   |
|   |                                                                                            |
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|   | **NCD ACQUISITION CORP.**, an Indiana corporation                                               |
|   |                                                                                            |
|   | By:                                                                                             |   |
|   | Name:                                                                                           |   |
|   | Title:                                                                                          |   |

 

 
|   | **NETWORK COMPUTING DEVICES (UK),  LTD.**, a company  organized under the laws of England    |
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|   | By:                                                                                          |   |
|   | Name:                                                                                        |   |
|   | Title:                                                                                       |   |
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|   |                                                                                         |
|   | **NETWORK COMPUTING DEVICES  SCANDINAVIA AB**,  a company organized under the laws of Sweden |
|   |                                                                                         |
|   | By:                                                                                          |   |
|   | Name:                                                                                        |   |
|   | Title:                                                                                       |   |