<PAGE>

                                                         EXHIBIT 10.44

[IBM LETTERHEAD]


June 5, 1997

Lorraine Hariton
Vice President
Network Computer Devices, Inc.
350 North Bernardo Ave.
Mountain View, CA  94043


RE:  LETTER OF INTENT AND FUNDING AGREEMENT

Dear Lorraine:

This Letter of Intent and Funding Agreement ("Letter of Intent") sets forth 
the agreement of parties regarding the items described below.  This Letter of 
Intent shall be considered and Attachment to Article 1 - Development of the 
IBM - NCD Alliance Agreement dated June 27, 1996 ("Alliance Agreement").  It 
shall be effective upon the last signature of the parties' authorized 
representatives.

In recognition that IBM has and will request NCD to undertake certain tasks 
in development of the IBM Network Station and related software that are not 
specified in the existing Alliance Agreement, IBM and NCD agree as follows:

1.  IBM and NCD agree that for a period of up to 90 days from the effective
    date of this Letter of Intent, IBM and NCD will negotiate in good faith for
    an amendment to the existing Alliance Agreement that provides for
    additional funding and/or an expansion of IBM's commitment to utilize NCD
    for the manufacturing of Products through the renewal term of the existing
    Alliance Agreement.  Such negotiation shall include consideration of NCD's
    role in development of Network Station software for the Power PC 603
    platform and other development tasks not originally contemplated by the
    current Alliance Agreement, including NCD's potential role in development
    the IBM network computer on a Java OS platform.  Notwithstanding this 90
    day period, the parties acknowledge that their goal is to complete such
    amendment by June 30, 1997.  In the event an amendment is not executed at
    the end of the 90-day negotiation period, such period may be extended by
    mutual agreement by the parties.  Although the parties may exchange
    proposals (written or oral), terms sheets, draft agreements, or other
    materials, neither party will have any obligation or liability regarding
    the matters being negotiated (except those obligations specifically set
    forth in this Letter of Intent) unless and until our companies enter into a
    more comprehensive written amendment.  Neither party will rely on a
    successful conclusion of such an amendment, and any business decision made
    in anticipation of the conclusion of such an amendment is at the sole risk
    of each party.  Each party shall be responsible for its own expenses and
    costs related to such negotiations.  


<PAGE>

Lorraine Hariton
Page 2
June 5, 1997


2.  In consideration for IBM's payment obligation as specified below, NCD
    agrees to perform development tasks assigned by IBM that are outside the
    scope of the existing Alliance Agreement and that are consistent with and
    implement the Product Roadmap provided to NCD on May 15, 1997.  Such tasks
    include but are not limited to:

    a.   Work in support of the port of the NCD operating system onto a PowerPC
         603- version of the Product.  This work will include providing and
         completing for the PowerPC 603 platform the Deliverables and tasks
         currently described in the Development Article of the Alliance
         Agreement, as well as completing additional tasks and Deliverables
         necessary to support the Power PC 603 platform (including acquisition
         and utilization of the appropriate GNU gcc compiler for the PowerPC
         603 platform);

    b.   Support for a second web browser on the Product;

    c.   Implementation of changes required to incorporate Motif Library and
         Motif Window Manager Version 1.2.5 into the Products.

    d.   Support and integration of IBM-Hursley's version of the Java VM 1.1.2
         and Java VM 1.2.X into the Products (rather than the standard Sun
         version).

    e.   Other tasks assigned by IBM and consistent with the referenced Product
         Roadmap.

The parties acknowledge and agree that the above list is not intended to be
exhaustive.  The parties also agree that nothing in the above list or in this
Letter of Intent relieves or in any way affects either parties' existing
obligations under the Alliance Agreement.

3.  For the time period described in paragraph 4, below, IBM shall pay to NCD
    an NRE amount of up to $200,000 per calendar month for development work and
    resources applied to perform the work described in paragraph 2 above. 
    Payment of such amount shall be subject to NCD's application of key
    resources to accomplish the additional work described in this Letter of
    Intent, and reasonable demonstration, if requested by IBM, that its total
    additional development work performed pursuant to this Letter of Intent for
    the applicable calendar month equaled or exceeded $200,000 in cost (using a
    rate of $200,000 per person/year for purposes of this Letter of intent
    only).  Nothing herein shall require IBM to pay any additional amount for
    the work described in this Letter of Intent.  NCD may invoice IBM for the
    amount described herein no earlier than the final business day of the
    calendar month for which the payment was earned, and shall submit with the
    invoice documentation supporting the above NRE costs, if requested by IBM. 
    IBM's payment of the invoice shall be made no later than 30 days after
    receipt of the invoice and requested documentation supporting the invoice.


<PAGE>

Lorraine Hariton
Page 3
June 5, 1997


4.  The payment described in paragraph 3, above, shall be paid retroactively to
    April 1, 1997, in recognition that NCD has been performing certain work
    described by this letter during such time period.  Such payment shall
    continue on a month-to-month basis until the earlier of (i) the parties'
    execution of a more comprehensive amendment to the Alliance Agreement as
    described in paragraph 1; (ii) IBM's written notice that it no longer
    requires or desires such additional work (as described in paragraph 2) to
    be performed; or (iii) March 31, 1998.  The parties agree that termination
    of IBM's obligation to pay the NRE described herein shall not in any way
    relieve NCD of its continuing obligations to fulfill the terms of the
    Alliance Agreement, regardless of whether or not it is amended.

5.  The parties agree that all amounts paid to NCD pursuant to this Letter of
    Intent are to be credited against any amount that IBM agrees to pay to NCD
    in the comprehensive written amendment to be negotiated pursuant to
    paragraph 1 of this Letter of Intent, if such an amendment is concluded.

6.  All Materials created and all modifications to Materials made by NCD
    pursuant to the development tasks described above shall be considered
    Deliverables under the terms of the Alliance Agreement.  All warranties and
    other applicable terms and conditions of the Alliance Agreement apply to
    such Materials.

7.  NCD agrees that during the negotiation period described in paragraph 1,
    above, it will continue to operate its business in the ordinary course, and
    will undertake no commitments nor take any actions that would conflict with
    its ability to perform the work described herein and enter into a more
    comprehensive amendment as described in paragraph 1.

8.  Nothing in this Letter of Intent shall be construed as a waiver of any
    claims or rights under the Alliance Agreement or under law, or in any way
    eliminates, limits, changes, or otherwise affects either parties' existing
    obligations under the Alliance Agreement.

Network Computing Devices, Inc.        IBM Corporation

By: /s/ Lorraine Hariton               By:  /s/ Kenneth R. Johnson
    --------------------                    ----------------------

Name:    Lorraine Hariton              Name:     Kenneth R. Johnson

Title:   Vice President, Network       Title:    Director of Network Station
         Computing Devices, Inc.                 Development

Date:    6/7/97                        Date:     6/10/97
      ------------------                      -------------------