EXHIBIT 10.61

AMENDMENT NUMBER ONE TO  LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT(this "Amendment"), is entered into as of January
  , 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 increase the concentration limit with respect to Accounts owing by Unique
Co-op Solutions, Inc.;

WHEREAS, Borrower also has advised Foothill that Borrower has issued that certain Convertible Promissory Note, dated as of
August 31, 2000, to the order of SCI Technology, Inc., an Alabama corporation, in the original principal amount of $3,300,000 (the "SCI Indebtedness"), a copy of which is attached hereto
asExhibit A; and

WHEREAS, Foothill is willing to consent to the incurrence of the SCI Indebtedness and to so amend the Agreement, in each case, in
accordance with the terms and conditions hereof.

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.

(a) Clause (h)
of the definition of "Eligible Domestic Accounts" contained inSection 1.1of the Agreement
hereby is amended and restated in its entirety as follows:



(b) Clause (g)
of the definition of "Eligible Foreign Accounts" contained inSection 1.1of the Agreement
hereby is amended and restated in its entirety as follows:



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3.Consent to SCI Indebtedness.Anything in the Agreement or the other Loan Documents to the contrary notwithstanding,
Foothill hereby consents to the incurrence by Borrower of the SCI Indebtedness.

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

(a) the
execution, delivery, and performance of this Amendment and of the Agreement, as amended by this Amendment, 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) this
Amendment and the Agreement, as amended by this Amendment, constitute Borrower's legal, valid, and binding obligation, enforceable against Borrower in
accordance with its terms, and

(c) this
Amendment has been duly executed and delivered by Borrower.

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

(a) Foothill
shall have received the reaffirmation and consent attached hereto asExhibit B, duly executed and
delivered by an authorized officer of each Guarantor;

(b) The
representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all
respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date);

(c) No
Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the
date hereof, nor shall result from the consummation of the transactions contemplated herein;

(d) No
injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein
shall have been issued and remain in force by any governmental authority against Borrower or Foothill; and

(e) All
other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded and shall
be in form and substance satisfactory to Foothill and its counsel.

6.Miscellaneous.

(a) Upon
the effectiveness of this Amendment, each reference in the Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import referring to
the Agreement shall mean and refer to the Agreement as amended by this Amendment.

(b) Upon
the effectiveness of this Amendment, each reference in the Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words of like import
referring to the Agreement shall mean and refer to the Agreement as amended by this Amendment.

(c) This
Amendment shall be governed by and construed in accordance with the laws of the State of California.

(d) This
Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of

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a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver a manually executed counterpart of this Amendment
but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

[Remainder 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

SCI PROMISSORY NOTE

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Exhibit B

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 One to Loan and
Security Agreement, dated as of January  , 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:                                                                                                    

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| |  | NETWORK COMPUTING DEVICES (FRANCE) S.A.R.L., a company organized under the laws of France
| |  | -----------------------------------------------------------------------------------------
| |  | By:                                                                                      
| |  | Name:                                                                                    
| |  | Title:                                                                                   
| |  | 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:                                                                                   

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| |  | NETWORK COMPUTING DEVICES SCANDINAVIA AB, a company organized under the laws of Sweden
| |  | --------------------------------------------------------------------------------------
| |  | By:                                                                                   
| |  | Name:                                                                                 
| |  | Title:                                                                                

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