EXHIBIT 10.62

AMENDMENT NUMBER TWO TO  LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT(this "Amendment"), is entered into as of May
  , 2001, betweenFOOTHILL CAPITAL CORPORATION,a California corporation, ("Foothill"), andNETWORK COMPUTING
DEVICES, INC.,a Delaware corporation ("Borrower"), with reference to the following facts:

WHEREAS, Foothill and Borrower are parties to that certain Loan and Security Agreement, dated as of March 30, 2000 (as amended,
restated, or modified from time to time, the "Agreement");

WHEREAS, Borrower has requested that Foothill, among other things, remove the domestic availability limit from the calculation of the
Borrowing Base in order to increase Availability; and

WHEREAS, Foothill is willing to consent to the removal of the domestic availability limit and to make certain amendments and take other
actions with respect to the Agreement, all on the terms and conditions set forth herein.

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

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

2.Amendments to the Agreement.



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Date

AmountJune 30, 2001

$
(103,000
)September 30, 2001

$
3,374,000December 31, 2001

$
4,387,000




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Required Amount

Applicable Period$
38,000

For the 3 month period ending June 30, 2001$
1,009,000

For the 3 month period ending September 30, 2001$
1,710,000

For the 3 month period ending December 31, 2001




3.Removal of Foreign Availability Cap.Foothill hereby agrees, from and after the effectiveness of
this Amendment, and until such time as Foothill in its sole and absolute discretion determines to reapply such limitation; and from time to time thereafter, again subject to Foothill discretion, not
to limit Availability provided by Eligible Foreign Accounts through the application of subclause (iii) of clause (z) of Section 2.1(a), but to permit Availability provided by Eligible
Foreign Accounts to exceed Availability provided by Domestic Eligible Accounts,
subject to the other requirements ofSection 2.1(a)(z).

4.Representations and Warranties.Borrower hereby represents and warrants to Foothill that:



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5.Amendment Fee.Borrower shall pay to Foothill an amendment fee of $150,000, which fee shall be fully
earned as of the effectiveness of this Amendment, but which fee shall be payable in twelve equal installments of $12,500, such installments payable on the first day of May, 2001 and continuing monthly
until and including the first day of April, 2002.

6.Conditions Precedent to Amendment.The satisfaction of each of the following shall constitute
conditions precedent to the effectiveness of this Amendment:



7.Notice.Notwithstanding previous practice under the Agreement, Foothill hereby notifies Borrower
that as of May 15, 2001 Foothill shall strictly adhere toSection 2.8of the Agreement.

8.Miscellaneous.



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of page left intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly 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:                                                

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Exhibit A    REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amendment Number Two to Loan and
Security Agreement, dated as of May  , 2001 (the "Amendment"). The undersigned hereby (a) represents and warrants to Foothill that the execution, delivery, and performance of
this Reaffirmation and Consent are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order,
judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or
by which any of its properties may be bound or affected; (b) consents to the amendment of the Agreement by the Amendment and to the transactions described therein; (c) acknowledges and
reaffirms its obligations owing to Foothill under the Guaranty and any other Loan Documents to which it is a party; and (d) agrees that each of the Guaranty and any other Loan Documents to
which it is a party is and shall remain in full force and effect. Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, it understands
that Foothill has no obligations to inform it of such matters in the 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 by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party
delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver
an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of
the State of California.

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

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| |  | NETWORK COMPUTING DEVICES,
GMBH, a company organized under the laws of Germany        
| |  | --------------------------------------------------------------------------------------
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                
| |  | NCD GRAPHIC SOFTWARE
CORPORATION, an Oregon corporation                               
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                
| |  | NETWORK COMPUTING DEVICES (FSC),
INC., a Guam corporation                             
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                
| |  | NCD ACQUISITION CORP., an Indiana corporation                                         
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                
| |  | NETWORK COMPUTING DEVICES (UK),
LTD., a company organized under the laws of England   
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                
| |  | NETWORK COMPUTING DEVICES
SCANDINAVIA AB, a company organized under the laws of Sweden
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                

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