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                                                                  Exhibit 10.47

                         INTEL AND NCD CONFIDENTIAL

                      DEVELOPMENT AND LICENSE AGREEMENT

                                                      AGREEMENT #:  0398LAD001
                                                 EFFECTIVE DATE: March 6, 1998

Parties:

INTEL CORPORATION (AND ALL WORLD WIDE INTEL DIVISIONS AND MAJORITY-OWNED 
SUBSIDIARIES, HEREINAFTER "INTEL")
2200 Mission College Blvd.
Santa Clara, CA 95052

NETWORK COMPUTING DEVICES, INC. (HEREINAFTER "NCD")
350 North Bernardo Avenue
Mountain View, California 94043-5207

This Development and License Agreement ("Agreement") sets forth the terms 
under which NCD agrees to develop and deliver the Design in accordance with 
the provisions contained in the following Exhibits which are included in and 
made a part of this Agreement:

           -  EXHIBIT A - General Terms and Conditions;
           -  EXHIBIT B - Licenses, Royalties and Termination
           -  EXHIBIT C - Intel Lean Client Specification;
           -  EXHIBIT D - Statement of Work;
           -  EXHIBIT E - Intel Technical Information;
           -  EXHIBIT F - Maintenance and Support Provisions
           -  EXHIBIT G - NCD Technical Information



INTEL CORPORATION                      NETWORK COMPUTING DEVICES, INC.

 /s/  Tom Yan                            /s/ Robert G. Gilbertson
---------------------------------      ---------------------------------
 Signature                              Signature                        
                                                                         
 Tom Yan                                Robert G. Gilbertson
---------------------------------      ---------------------------------
 Printed Name                           Printed Name                     

 GM                                     President & CEO
---------------------------------      ---------------------------------
 Title                                  Title                            

 March 6, 1998                           March 6, 1998
---------------------------------      ---------------------------------
 Date                                   Date


CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                         INTEL AND NCD CONFIDENTIAL

                                 EXHIBIT A

                        GENERAL TERMS AND CONDITIONS


1.   DEFINITIONS

1.1  GENERAL DEFINITIONS

     (a)   "Contributed Software" means software specifically labeled as 
           Contributed Software as delivered or as updated or modified by 
           either party in accordance with the terms of this Agreement, and 
           that NCD or Intel owns or has the right to license under the terms 
           of this Agreement and has been contributed to the other party in 
           source or binary format for the purposes of promoting standards in 
           the industry.

     (b)   "Design" means the Lean Client hardware design using Intel 
           microprocessor(s) and Intel core logic chipset(s) or items to be 
           developed by NCD through the Project under a Statement of Work as 
           specifically described in EXHIBIT D, including any prototype, 
           revision, upgrade or new version of the Design or a new Design 
           developed for Intel by NCD under an agreed to Statement of Work. 
           The definition of "Design" specifically pertains to the 
           development by NCD of an Intel Lean Client hardware design through 
           NCD's creation or production of drawings, routings, bills of 
           material, schematics, product specification, engineering design 
           specification, evaluation and certification reports, and circuit 
           diagrams under applicable Statements of Work. The "Design" does 
           not include any NCD Software except as specifically agreed 
           otherwise.

     (c)   "Effective Date" means the date of commencement of this Agreement 
           as shown on the cover page to which this exhibit is attached.

     (d)   "Intel Architecture" or "IA" refers to combination 16-32 bit and 
           32 bit or greater X86 microprocessors (including the X86 
           microprocessors) made or sold by Intel now or in the future, such 
           as but not limited to the i386-TM-, 486-TM-, Pentium-Registered 
           Trademark-, Pentium processor with MMX-TM- technology, Pentium 
           Pro, and Pentium II processors, and the instruction sets 
           compatible with them.

     (e)   "Intel Architecture product" means a which is based on or 
           compatible with Intel Architecture as defined herein.

     (f)   "Intel Intellectual Property" means Intel's patents, copyrights 
           and trade secrets represented or disclosed in the Intel Technical 
           Information, and necessary for the manufacture, distribution and 
           use of Product.

     (g)   "Intel Software" means computer programming code in object code and 
           source code formats provided to NCD, including improvements to 
           device drivers or firmware made generally available by Intel or at 
           Intel's sole discretion and other elements or code as delivered to 
           NCD or as updated by Intel or as modified by NCD in accordance 
           with the terms of this Agreement, and includes

           1.    "IALC-only Software" means software provided by Intel to NCD 
                 that may be incorporated, and only incorporated, into 
                 software that is run on Intel Architecture products. Intel 
                 Software will be assumed to be IALC-only Software unless 
                 otherwise designated by Intel.

           2.    "General LC Software" means software provided by Intel to 
                 NCD that may be incorporated into software that is run on 
                 any NCD product.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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     (h)   "Intel Technical Information" means the technical information and 
           associated documentation specified by Intel in EXHIBIT E or in 
           conjunction with a particular Statement of Work, as delivered or 
           as updated by Intel or as modified by NCD in accordance with the 
           terms of this Agreement.

     (i)   "Joint Work" means technology, software and/or those products 
           which Intel and NCD specified in writing shall be owned jointly by 
           them.

     (j)   "Milestones" means the requirements for the completion of each 
           Phase, as specified in EXHIBIT D.

     (k)   "NCD Intellectual Property" means NCD's patents, copyrights and 
           trade secrets represented or disclosed in the Design and necessary 
           for the manufacture, distribution and use of Product.

     (l)   "NCD product" means a product sold or otherwise distributed by NCD 
           which is not based on or compatible with Intel Architecture.

     (m)   "NCD Software" means computer programming code in object code and 
           source code formats as specifically designated in this Agreement 
           and owned by NCD or which NCD has the right to license under the 
           terms of this Agreement, as delivered or as updated by NCD or as 
           modified by Intel in accordance with the terms of this Agreement 
           and includes:

           1.    "Level 1 Software" means the software required to minimally 
                 boot an operating system image, including but not limited to 
                 Windows* CE, that has been stored in the flash memory of the 
                 Product.

           2.    "Level 2 Software" means all software for the Product not 
                 encompassed by Level 1 Software above and below the 
                 operating system or firmware level as appropriate, including 
                 but not limited to application software and BIOS.

           3.    "Level 3 Software" means the version of Windows* CE 
                 customized for the Product and licensed to NCD or other 
                 third party software.

     (n)   "NCD Technical Information" means the technical information and 
           associated documentation specified by NCD in EXHIBIT G or in 
           conjunction with a particular Statement of Work, as delivered or 
           as updated by NCD or as modified by Intel in accordance with the 
           terms of this Agreement.

     (o)   "Phase" means any of the various segments or portions into which 
           the Project is divided, as described in EXHIBIT D.

     (p)   "Product" means products based on a Design(s) and manufactured for 
           internal use and for sale to customers.

     (q)   "Project" means the development effort described in a Statement of 
           Work, EXHIBIT D, through and including acceptance by Intel but 
           excluding any subsequent obligations.

     (r)   "Statement of Work" means the Project phases, milestones, 
           management and acceptance of a Design(s) specified in EXHIBIT D.

     (s)   "Tier 1 Pricing" means pricing consistent with market maker or 
           market leader pricing available from Intel for the particular 
           chipset and CPU products to be provided by Intel to NCD under this 
           Agreement and specifically set forth in the Statement of Work and 
           other additional Statements of Work. Such Tier 1 Pricing will be 
           consistent with pricing offered to other market makers or market 
           leaders shipping the largest volume of units in a given market 
           segment.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                         INTEL AND NCD CONFIDENTIAL


1.2  USE OF PRONOUNS.  First person plural pronouns (such as "we", "us" or 
"our") refer to both NCD and Intel.

2.   OWNERSHIP

2.1  (a)   OWNERSHIP OF THE DESIGN.  NCD will own the Design developed by NCD 
           under this Agreement (including any work in process prior to 
           Intel's acceptance), subject to Intel's ownership rights in any 
           Intel Intellectual Property, Intel Software and Intel Technical 
           Information represented or used in the Design.

     (b)   OWNERSHIP OF JOINT WORK:  NCD and Intel will identify and specify 
           in writing and in advance of any development effort any 
           technology, software or other products which will be jointly owned 
           by NCD and Intel pursuant to this Agreement. Only that technology, 
           software and/or those products which are so specified in writing 
           shall be jointly owned, and such joint ownership shall be without 
           rights or obligations of accounting. If the parties do not specify 
           that a particular item of technology, software or a particular 
           product that is jointly developed by NCD and Intel is to be 
           jointly owned, then the parties intend that such technology, 
           software and/or product will not be a joint work, and each party 
           will have separate ownership of those portion of such technology, 
           software and/or products that it created or developed. With 
           respect to technology, software and/or products that are jointly 
           owned, either party may seek patent protection or trademark and 
           copyright registrations, with respect to such jointly owned 
           technology, software and/or products in the names of the parties 
           as joint owners, and the parties shall share equally in the cost 
           of doing so. In the event that one party elects not to share in 
           the cost of seeking patent protection or trademark or copyright 
           registrations, with respect to a particular item of such 
           technology, software and/or products, (i) the other party may do 
           so in its own name only and at its sole expense, (ii) the party 
           electing not to share in such expenses will execute any documents 
           and take any action reasonably requested to allow the other party 
           to seek such protection and registrations in its name only, (iii) 
           the party electing not to share expenses will execute documents 
           transferring its ownership interest in the particular item of 
           technology, software or a particular product to the other party, 
           and (iv) the party in whose name such patent or trademark or 
           copyright registration issues shall grant, and does hereby grant 
           to the other party, a non-exclusive, worldwide, perpetual, 
           irrevocable, unrestricted, royalty free license, with full right 
           to sublicense, under the same.

     (c)   OWNERSHIP OF DERIVATIVES.  Derivatives of technology or software 
           created by either party shall be owned by the party who owns the 
           underlying original work.

     (d)   OWNERSHIP OF INTEL TECHNICAL INFORMATION AND INTEL SOFTWARE.  
           Shall be owned by Intel.

     (e)   OWNERSHIP OF NCD TECHNICAL INFORMATION AND NCD SOFTWARE.  Shall be 
           owned by NCD.

2.2  USE OF INTEL TECHNICAL INFORMATION.

     (a)   NCD will use any Intel Technical Information provided by Intel 
           only as necessary for NCD's work on the Project.

     (b)   NCD may not sublicense others to use the Intel Technical 
           Information or Intel Intellectual Property for any purpose without 
           Intel's prior written consent.

2.3  USE OF NCD TECHNICAL INFORMATION.

     (a)   Intel will use any NCD Technical Information provided by NCD only 
           as necessary for Intel's work on the Project.

     (b)   Intel may not sublicense others to use the NCD Technical 
           Information or NCD Intellectual Property for any purpose without 
           NCD's prior written consent.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                         INTEL AND NCD CONFIDENTIAL

3.   LICENSES

3.1  Licenses are set forth in EXHIBIT B.

4.   PRODUCT MARKING AND USE OF INTEL NAME AND TRADEMARKS

4.1  NCD will place on the Product and in any related literature a 
     conspicuous notice of all Intel copyrights covering the Intel Technical 
     Information, or any portion of the Intel Intellectual Property. NCD will 
     give this notice in accordance with any reasonable requirements Intel 
     may from time to time request in writing. Except for this required 
     notice of any Intel copyrights, NCD will not use Intel's name or any 
     Intel trademark or service mark in connection with the Product or to 
     market the Product. In the event that Intel creates brand for this 
     market segment, NCD will have the right to use said brand so long as NCD 
     agrees to comply with the terms and conditions of the branding program. 
     In the event Intel does not create a brand for the lean client segment, 
     NCD with Intel's concurrence, will have the right to use the 
     Pentium-Registered Trademark- brand on Product. NCD will also have the 
     right to identify itself in public as a designer and supplier of Intel 
     Architecture Lean Clients for OEMs and end users.

5.   CONSIDERATION

5.1  NCD DELIVERABLES

     (a)   DEVELOPMENT OF PRODUCT.  NCD agrees to develop the Product based 
           upon one or more Intel Architecture based lean client designs 
           jointly approved by NCD and Intel not later than the date 
           specified in the Statement of Work. The Product will include 
           features and functionality described in said Statement of Work. 
           NCD agrees that the product will be manufactured in volume by it 
           or by its subcontractors and will be made available at a 
           competitive price to PC OEMs or other marketers or distributors of 
           enterprise computing solutions.

     (b)   NEW PRODUCTS, FEATURES AND DEVELOPMENTS.

           (i)   NCD will introduce new products and features, including all 
                 NCD lean client software products, for Intel Architecture 
                 platforms / Intel silicon (including but not limited to 
                 microprocessors, core logic chipsets, networking, graphics, 
                 video or security silicon) no later than said products and 
                 features are made available by NCD for a non Intel 
                 Architecture platform / non-Intel silicon.

           (ii)  Where Intel provides NCD with details of its developments 
                 including lean client product roadmaps, for the purpose of 
                 enhancing NCD's Intel Architecture based technologies and 
                 products, NCD will use all reasonable commercial efforts to 
                 put into production and support such developments provided 
                 (a) the parties jointly agree to productize such 
                 developments, and (b) NCD receives development details and 
                 product roadmaps in a timely manner. Such developments may 
                 include, but will not be limited to, client management, 
                 power management, and security technologies. Intel will have 
                 no obligation to provide NCD with details of any Intel 
                 developments.

           (iii) If NCD determines from a review of the products, features or 
                 developments referred to in subsections (i) and (ii) above 
                 ("Intel features"), that it cannot introduce, put into 
                 production or support Intel features because such features 
                 are not competitive (in terms of price, performance, power 
                 dissipation, and integration) with products, features or 
                 developments of other leading semiconductor manufacturers, 
                 and the project teams of both parties cannot come to a 
                 resolution with regard to NCD's use of Intel features, the 
                 parties may enter into Dispute Resolution under SECTION 11.6.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                         INTEL AND NCD CONFIDENTIAL

           (iv)  The obligations in subsections (i) and (ii) will not include 
                 any version of the following products currently under 
                 development by or being shipped by NCD: the HMX family of X 
                 terminals and the NCD Explora family of thin client devices 
                 as well as the NCDware software that runs upon them, the NCD 
                 ThinSTAR models of Windows-based Terminals that use the NEC 
                 VR4300 family of microprocessors or the NCD ThinSTAR 
                 connectivity suite terminal emulation packages that run on 
                 them, the IBM Network Station family of network computers 
                 and thin client devices as well as the software codenamed 
                 "ACTware" that runs on them, the NCD WinCenter family of 
                 multi-user Windows NT software, or the NCD PC-Xware 
                 connectivity software.

     (c)   NCD PRODUCT PLANS / ROADMAPS.  NCD will, on a quarterly basis 
           unless otherwise agreed, regularly disclose relevant plans / 
           roadmaps to Intel, subject to SECTION 9.1.

     (d)   ACCESS AND PERSONNEL.  Upon reasonable notice, NCD agrees, subject 
           to SECTION 9.1, to allow Intel personnel access to NCD's premises 
           and to NCD personnel for the purpose of facilitating Intel's 
           objective of better understanding the lean client segment, in 
           addition to design and manufacturing issues related to lean 
           clients. To coordinate each meeting, both NCD and Intel will 
           interface with their project management counterparts to establish 
           an agenda for, the frequency of and the objective of such 
           meeting(s).

     (e)   CONTRACT MANUFACTURERS.  NCD agrees for the purposes of this 
           Agreement to secure adequate manufacturing capacity for the 
           Product no later than January 1, 1999, in order to support at 
           least three OEM customers with annual volumes in excess of 1M lean 
           client units per OEM manufacturer.

     (f)   REASONABLE EFFORTS TO SUPPORT THE PRODUCT.  NCD will make all 
           reasonable efforts to maintain and support the Product. 
           Maintenance and support obligations are set out in EXHIBIT F.

     (g)   JOINT MARKETING.  NCD will work with Intel to actively recruit 
           OEMs for the Product. Within thirty (30) days from the Effective 
           Date of this Agreement, NCD will provide Intel with a written plan 
           specifying OEMs to be approached, the order in which said OEMs 
           will be approached, the value proposition to be presented, and 
           recommendations for ways in which Intel might reasonably help with 
           the recruiting including, but not limited to, press releases, 
           collateral, web site references, customer visits, trade shows, and 
           seminars. NCD will, on a quarterly basis unless otherwise mutually 
           agreed, meet with the appropriate personnel from Intel to discuss 
           joint marketing efforts. NCD senior managers will invite Intel 
           senior managers or make best commercial efforts to accept 
           invitations by senior Intel managers to meet with potential major 
           OEM customers.

     (h)   MIGRATION OF NCD PRODUCTS.  NCD will investigate what will be 
           required to port its existing NCDware or ACTware software to an 
           Intel Architecture platform. Within thirty (30) days of the 
           Effective Date of this Agreement, NCD will present Intel with a 
           proposal that will specify the work that would be required, the 
           schedules by which it would be done, and the fees that would be 
           required. In addition, within that same period, senior managers 
           from both NCD and Intel will jointly meet with IBM to discuss 
           migrating their NCD-supplied products to an Intel Architecture 
           platform.

     (i)   ROYALTY PAYMENTS.  NCD will pay to Intel royalties in such amount, 
           if any, as are specified in EXHIBIT B. If EXHIBIT B does not 
           specify royalties, the license set forth in EXHIBIT B will be a 
           royalty free license.

5.2  INTEL DELIVERABLES

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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                         INTEL AND NCD CONFIDENTIAL

     (a)   CHIPSET AND CPU PRICING.  Intel will, for the term of this 
           Agreement except for Intel's specific termination rights under 
           SECTION 2.2 of EXHIBIT B or as set forth below in following 
           paragraph, provide Tier 1 chipset and CPU pricing to NCD.

           Unless otherwise mutually agreed, the Tier 1 price will be 
           reviewed quarterly beginning twelve (12) months from the start of 
           production volumes manufactured by NCD. If at least fifty (50) 
           percent of NCD's total volume of Intel Architecture products 
           produced over the preceding three (3) months are not being sold 
           through OEMs, Intel will have the right, after giving notice to 
           NCD in writing, to renegotiate these prices. If after ninety (90) 
           days from receiving notice from Intel, NCD has neither achieved a 
           fifty percent (50%) sales rate through OEMs nor reached a new 
           pricing agreement with Intel, Intel will have the right to suspend 
           its pricing guarantees on new Products shipped under the NCD brand 
           direct to end customers or through NCD resellers. However, NCD 
           will continue to receive and retain the Tier 1 pricing for 
           Products that are already shipping.

     (b)   COMPONENT PRICING.  Intel will, where it deems it to be possible, 
           make representations to its suppliers on behalf of NCD with the 
           objective of having its suppliers extend pricing to NCD similar or 
           close to what is offered to Intel in the course of its business. 
           Intel, however, makes no representation or warranty whatsoever in 
           relation to such efforts or the results arising therefrom.

     (c)   LEAN CLIENT INITIATIVES.  Intel will, on a quarterly basis unless 
           otherwise agreed and if deemed relevant by Intel for the purposes 
           of this Agreement, disclose its initiatives in the lean client 
           segment to NCD. Any input received from NCD on such disclosure may 
           be incorporated by Intel into its plans or roadmaps for the 
           segment should Intel so elect. In addition, where Intel sells or 
           offers to sell or licenses Intel developments to any third party 
           in the lean client segment Intel will offer such developments to 
           NCD under terms and at reasonable prices consistent with NCD's 
           market maker status and no later than what is offered to any third 
           party in the lean client segment.

     (d)   JOINT MARKETING.  Intel will work with NCD to actively recruit 
           OEMs for the Product. Within thirty (30) days from the Effective 
           Date of this Agreement, Intel will appoint an OEM marketing 
           representative who will work with NCD to coordinate joint 
           marketing and selling activities. Intel will review and provide 
           feedback on the marketing plan delivered by NCD in SECTION 5.1(h). 
           Intel will, on a quarterly basis unless otherwise mutually agreed, 
           meet with the appropriate personnel from NCD to discuss joint 
           marketing efforts. Intel will use reasonable commercial efforts to 
           provide NCD with introductions to OEMs, marketers, and resellers 
           in the lean client segment. Intel senior managers will invite NCD 
           senior managers or make best commercial efforts to accept 
           invitations by senior NCD managers to meet with potential major 
           OEM customers. Intel, however, makes no representation or warranty 
           whatsoever in relation to such efforts on their part or the 
           results arising therefrom.

     (e)   INTEL AND THIRD PARTY DESIGNS.  For any applicable Design as 
           represented in a particular Statement of Work, and provided NCD is 
           meeting the material milestones as described in the Statement of 
           Work, Intel will until the sooner of [*] from the Effective Date 
           stated in the applicable Statement of Work or [*] from NCD's volume 
           production of the applicable Design, refrain either by itself or 
           in collaboration with any other third party, from developing, 
           making, have made, selling or offering to sell a board level 
           product based on an Intel design or a third party design and which 
           is substantially equivalent to the Design in terms of form, fit 
           and function, or is a derivative of the Design.

     (f)   NCD's DESIGN.  For any applicable Design as represented in a 
           particular Statement of Work, provided NCD is meeting the material 
           milestones as described in the Statement of Work, Intel will until 
           the sooner of [*] from the Effective Date stated in the applicable 
           Statement of Work or [*] from NCD's volume production of the 
           applicable Design, reference

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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           NCD's design as the preferred design for the Lean Client 
           marketplace. Intel will, however, be free to publicly display and 
           demonstrate lean client segment products from any other third 
           party supplier and will be free to work with or investigate third 
           party designs.

     (g)   RIGHT OF FIRST REFUSAL.  Intel and NCD agree to meet on a regular 
           basis, and at least once a quarter, to discuss future directions, 
           marketing trends, product design and software requirements. Intel 
           will, for the duration of this Agreement and provided NCD is 
           meeting the material milestones as described in the Statement of 
           Work, offer NCD a right of first refusal to develop a subsequent 
           Design on which future Product could be based. If NCD's proposals 
           for such subsequent Design are not satisfactory to Intel, Intel 
           will be free to place the development of such design with any 
           third party on terms no more favorable to such third party than 
           those proposed by NCD.

     (h)   ROYALTY PAYMENTS.  Intel will pay to NCD royalties in such amount, 
           if any, as are specified in EXHIBIT B. If EXHIBIT B does not 
           specify royalties, the license set forth in EXHIBIT B will be a 
           royalty free license.

6.   BUYOUT

6.1  BUYOUT.  Intel shall have the right to buy out a particular Design 
     specified by an associated Statement of Work. To exercise this right, 
     Intel would give NCD thirty (30) days notice (the buyout becomes 
     effective after the expiration of the 30-day period) and pay NCD the 
     lump sum of (i) [*] times the budgeted development costs agreed to in the 
     Statement of Work (not including any in-kind resources provided by 
     Intel) if the Buyout is effective no later than nine months after the 
     Effective Date of the associated Statement of Work; (ii) [*] times the 
     budgeted development costs agreed to in the Statement of Work (not 
     including any in-kind resources provided by Intel) if the Buyout is 
     effective after nine months from the Effective Date of the associated 
     Statement of Work but sooner than eighteen months after the Effective 
     Date of associated Statement of Work; or (iii) [*] times the budgeted 
     development costs agreed to in the Statement of Work (not including any 
     in-kind resources provided by Intel) if the Buyout is effective any time 
     later than eighteen months after the Effective Date of the associated 
     Statement of Work.

     In consideration for and subject to the payments described above, NCD 
     hereby grants to Intel the following licenses:

     (a)   Intel is licensed to use the specified Design pursuant to the 
           license set forth in EXHIBIT B, SECTION 1.4(a).

     (b)   Intel is licensed to sublicense the Level 1 Software pursuant to 
           the license set forth in EXHIBIT B, SECTION 1.4(b).

     (c)   Intel is licensed to sublicense the Level 2 Software pursuant to 
           the license set forth in EXHIBIT B, SECTION 1.4(c); and

     (d)   NCD shall assist Intel in obtaining a license to Level 3 
           Software as set forth in EXHIBIT B, SECTION 1.6.

6.2  RIGHT TO SUBLICENSE.  Notwithstanding the above, Intel may contact NCD 
     regarding licensing the Design without exercising Intel's buyout right. 
     In this event, Intel and NCD agree to negotiate in good faith, on a 
     case-by-case basis, to grant Intel the right to sublicense the Design to 
     another third party (under non-disclosure terms with, and if requested 
     by, such third party) subject to NCD and Intel reaching a mutual 
     agreement on terms which shall include but are not limited to royalties 
     associated with the Design and NCD Software.

     Even though this provision is entitled "buyout" and utilizes the phrase 
     "buyout option" throughout, in all cases NCD retains its ownership 
     rights to the Design and all NCD Software.

7.   MAINTENANCE

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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7.1  NCD will provide Intel with maintenance and support for the Design for 
     the period specified and as provided in EXHIBIT F.

8.   WARRANTIES, REPRESENTATIONS AND DISCLAIMERS

8.1  NCD MAKES THE FOLLOWING WARRANTIES AND REPRESENTATIONS TO INTEL:

     (a)   The Design as delivered to Intel will be free from all known 
           defects and errors and will meet the specifications to be agreed 
           to by the parties and contained in EXHIBIT C or similar document 
           for each Statement of Work. For a period of ninety (90) days after 
           Intel's acceptance of a Design(s), NCD will correct all known 
           defects and errors which are identified by Intel.

     (b)   NCD has the right to grant the licenses set forth in EXHIBIT B to 
           Intel, and NCD's ownership of the Design will be free of any 
           claims, liens or conflicting rights in favor of any third party 
           (other than Intel's rights in Intel Intellectual Property and 
           intellectual property of third parties which Intel is authorized 
           to use as provided in EXHIBIT B).

     (c)   NCD has no reason to believe that the Design violates any 
           intellectual property right of any third party.

     (d)   All information contained in any certificate or written statement 
           which NCD has or may give to Intel in connection with the Project 
           or the Design, will be true and complete in all material respects.

     (e)   WITH REGARD TO THE DESIGN, ANY AND ALL WARRANTIES OF 
           MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY 
           EXCLUDED.

8.2  INTEL MAKES THE FOLLOWING DISCLAIMERS TO NCD:

     THE INTEL DELIVERABLES AND INTEL TECHNICAL INFORMATION ARE PROVIDED "AS 
     IS" WITHOUT WARRANTY OF ANY KIND. INTEL SPECIFICALLY DISCLAIMS THE 
     IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
     PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT OF ANY INTELLECTUAL 
     PROPERTY RIGHT OF ANY THIRD PARTY. INTEL MAKES NO REPRESENTATION OR 
     WARRANTY THAT THE INTEL DELIVERABLES AND INTEL TECHNICAL INFORMATION 
     WILL BE ADEQUATE TO DEVELOP PRODUCT.

9.   CONFIDENTIALITY; NON-DISCLOSURE

9.1  It may become necessary during the course of this Agreement for one 
     party to disclose to the other information which the disclosing party 
     considers confidential ("Confidential Information"). Disclosure of such 
     Confidential Information shall be governed by the terms of the Corporate 
     Non-disclosure Agreement or Restricted Use Non-disclosure Agreement(s) 
     to be executed separately by the parties.

9.2  NCD or its subcontractor agrees not to reverse engineer any Intel 
     Confidential Information or products and will not decompile or disassemble 
     any Intel software which is furnished to NCD by Intel under this 
     Agreement. Intel or its subcontractor agrees not to reverse engineer any 
     NCD Confidential Information or products and will not decompile or 
     disassemble any NCD Software, which is furnished to Intel by NCD under 
     this Agreement.

9.3  Except as required by law, neither party may disclose the content of 
     this Agreement or the preceding discussions without the prior written 
     consent of the other party. Any public announcement relating to this

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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     Agreement or the business relationship between the two parties shall not 
     be made without the prior written consent of the other party.

9.4  Notwithstanding the foregoing or anything else contained in this 
     Agreement, either party may use Residuals (as defined below) for any 
     purpose including without limitation, for the development, manufacture, 
     promotion, sale or maintenance of its products and services; provided 
     however, that the right to use Residuals does not represent a license 
     under any patent or copyright.

     "Residuals" means any information that is retained in the unaided 
     memories of a party's employees who have had access to the Confidential 
     Information pursuant to the terms of this Agreement. An employee's 
     memory is unaided if the employee has not intentionally memorized 
     Confidential Information for the purpose of retaining and subsequently 
     using or disclosing it.

10.  LIMITATION OF LIABILITY

10.1 LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, 
     OBJECTIVELY MEASURABLE DAMAGES AND NEITHER PARTY SHALL HAVE ANY 
     LIABILITY FOR ANY INDIRECT OR SPECULATIVE DAMAGES (INCLUDING, WITHOUT 
     LIMITING THE FOREGOING, CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES), 
     INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, BUSINESS INTERRUPTIONS, AND 
     LOSS OF PROFITS, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF 
     THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTIES' 
     TOTAL LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED FIVE MILLION 
     DOLLARS ($5,000,000). THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON 
     POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION 
     UNDER THIS AGREEMENT. THE ABOVE LIMITATION OF LIABILITY WILL NOT APPLY 
     TO BREACHES OF CONFIDENTIALITY UNDER SECTION 9 OR ANY CLAIMS FOR MONEYS 
     DUE UNDER THIS AGREEMENT.

11.  GENERAL PROVISIONS

11.1 CHANGE PROCEDURES: OTHER AMENDMENTS.

     (a)   The Specifications, Statement of Work, Milestones or acceptance 
           criteria in EXHIBIT D may be changed or waived by the agreement of 
           the project managers listed in EXHIBIT D. Any such changes shall 
           be in writing, and signed by both project managers. Unless 
           otherwise agreed in writing NCD is responsible for any cost 
           increase resulting from any such change, and NCD will benefit from 
           any cost savings which result from any change.

     (b)   Any change, modification or waiver to this Agreement must be in 
           writing and signed by an authorized representative of each party. 
           Such changes, modifications or waivers cannot be approved by the 
           project manager.

11.2 ASSIGNMENT.  Intel may assign its rights or delegate its obligations or 
     any part thereof under this Agreement without prior consent from NCD. 
     NCD may not assign, whether in conjunction with a change of ownership, 
     merger, acquisition, sale or transfer of all, substantially all or any 
     part of NCD's business or assets or otherwise, either voluntarily, by 
     operation of law or otherwise, any portion of this Agreement, without 
     Intel's prior written consent, which may be arbitrarily withheld. Except 
     as provided above, the terms and conditions of this Agreement shall bind 
     and enure to each party's successors and assigns.

11.3 RELATIONSHIP OF PARTIES.  The parties hereto are independent 
     contractors. Neither party has any express or implied right or authority 
     to assume or create any obligations on behalf of the other or to bind 
     the other to any contract, agreement or undertaking with any third 
     party. Nothing in this Agreement shall be construed to create a 
     partnership, joint venture, employment or agency relationship between 
     Licensee and Intel.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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11.4 WAIVER OF PERFORMANCE.  Failure by either party to enforce any term of 
     this Agreement shall not be deemed a waiver of future enforcement of 
     that or any other term in this Agreement or any other agreement that may 
     be in place between the parties.

11.5 NOTICE.  All notices required or permitted to be given hereunder shall 
     be in writing, shall make reference to this Agreement, and shall be 
     delivered by hand, or dispatched by prepaid air courier or by registered 
     or certified airmail, postage prepaid, addressed as follows:


     Notices to Intel:                 Notices to NCD:
     Intel Corporation                 Network Computing Devices, Inc.
     Attn: General Counsel             Attn: General Counsel
     2200 Mission College Blvd.        350 North Bernardo Avenue
     Santa Clara, CA 95052             Mountain View, CA 94043

     With copy to:                     With copy to:

     Intel Corporation                 Network Computing Devices, Inc.
     Attn: Post Contract Management,   Attn: President
           MS JF3-149                  350 North Bernardo Avenue
     2111 N.E. 25th                    Mountain View, CA 94043
     Hillsboro, OR 97124

     Such notices shall be deemed served when received by addressee or, if 
     delivery is not accomplished by reason of some fault of the addressee, 
     when tendered for delivery. Either party may give written notice of a 
     change of address and, after notice of such change has been received, 
     any notice or request shall thereafter be given to such party at such 
     changed address.

11.6 DISPUTE RESOLUTION.  All disputes arising directly under the express 
     terms of this Agreement or the grounds for termination thereof shall be 
     resolved as follows:

     The senior management of both parties shall meet to attempt to resolve 
     such disputes. If the disputes cannot be resolved by the senior 
     management, either party may make a written demand for formal dispute 
     resolution and specify therein the scope of the dispute. Within thirty 
     days after such written notification, the parties agree to meet for one 
     day with an impartial mediator and consider dispute resolution 
     alternatives other than litigation. If an alternative method of dispute 
     resolution is not agreed upon within thirty days after the one day 
     mediation, either party may begin litigation proceedings. The parties 
     will not be required to follow the dispute resolution alternatives in 
     the event of a breach arising under SECTION 9.

11.7 GOVERNING LAW.  Any claim arising under or relating to this Agreement 
     shall be governed by the internal substantive laws of the State of 
     Delaware, without regard to principles of conflict of laws. The parties 
     agree that the venue of any legal action will be the Superior Court of 
     Santa Clara County situated in San Jose, California.

11.8 EXPORT CONTROL.  Neither party shall export, either directly or 
     indirectly, the Design or any Product or system incorporating such 
     Design or Product without first obtaining any required license or other 
     approval from the U.S. Department of Commerce or any other agency or 
     department of the United States Government. In the event the Design or 
     any Product is exported from the United states or re-exported from a 
     foreign destination by either Party, that Party shall ensure that the 
     distribution and export/re-export of the Design or Product is in 
     compliance with all laws, regulations, orders, or other restrictions of 
     the U.S. Export Administration Regulations. Both parties agree that 
     neither it nor any of its subsidiaries will export/re-export any 
     technical data, process, Design, Product, or service, directly or 
     indirectly, to any country for which the United States government or any 
     agency thereof requires an export license, other governmental approval, 
     or letter of assurance, without first obtaining such license, approval or 
     letter.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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11.9  REMEDIES.  The remedies set forth in this Agreement are in addition to 
      those available to either party at law or in equity. All rights and 
      remedies, legal or equitable, whether conferred hereunder, or by any 
      other instrument or law will be cumulative and may be exercised 
      singularly or concurrently.

11.10 SEVERABILITY.  The terms and conditions stated herein are declared to 
      be severable. If any section, provision, or clause in this Agreement 
      shall be found or be held to be invalid or unenforceable in any 
      jurisdiction in which this Agreement is being performed, the remainder 
      of this Agreement shall be valid and enforceable and the parties shall 
      use good faith to negotiate a substitute, valid and enforceable 
      provision which most nearly effects the parties' intent in entering 
      into this Agreement.

11.11 NO RULE OF STRICT CONSTRUCTION.  Regardless of which of us may have 
      drafted this Agreement, no rule of strict construction shall be applied 
      against either of us. If any provision of this Agreement is determined 
      by a court to be unenforceable, we will deem the provision to be 
      modified to the extent necessary to allow it to be enforced to the 
      extent permitted by law, or if it cannot be modified, the provision 
      will be severed and deleted from this Agreement, and the remainder of 
      the Agreement will continue in effect.

11.12 FORCE MAJEURE.  Neither party will be liable for any failure to perform 
      due to unforeseen circumstances or causes beyond the party's reasonable 
      control, including, but not limited to, acts of God, war, riot, 
      embargoes, acts of civil or military authorities, delay in delivery by 
      vendors, fire, flood, earthquake, accident, strikes, inability to 
      secure transportation, facilities, fuel, energy, labor or materials. In 
      the event of force majeure, the delayed party's time for delivery or 
      other performance will be extended for a period equal to the duration 
      of the delay caused thereby.

11.13 ENTIRE AGREEMENT.  The terms and conditions of this Agreement, 
      including its exhibits, constitutes the entire agreement between the 
      parties with respect to the subject matter hereof, and merges and 
      supersedes all prior and contemporaneous agreements, understandings, 
      negotiations and discussions. Neither of the parties shall be bound by 
      any conditions, definitions, warranties, understandings, or 
      representations with respect to the subject matter hereof other than as 
      expressly provided herein. The section headings contained in this 
      Agreement are for reference purposes only and shall not affect in any 
      way the meaning or interpretation of this Agreement. No oral 
      explanation or oral information by either party hereto shall alter the 
      meaning or interpretation of this Agreement. No amendments or 
      modifications shall be effective unless in a writing signed by 
      authorized representatives of both parties. These terms and conditions 
      will prevail notwithstanding any different, conflicting or additional 
      terms and conditions which may appear on any purchase order, 
      acknowledgment or other writing not expressly incorporated into this 
      Agreement. This Agreement may be executed in two (2) or more 
      counterparts, all of which, taken together, shall be regarded as one 
      and the same instrument.

                                   EXHIBIT B
                     LICENSES, ROYALTIES AND TERMINATION

1.    LICENSE GRANTS

1.1   LICENSE TO NCD FOR INTEL SOFTWARE.  Subject to the terms and conditions 
      of this Agreement, Intel grants NCD a non-exclusive, nontransferable, 
      worldwide, royalty-free license, with the right of sublicense, under 
      Intel copyrights, and to the minimum extent necessary to exercise the 
      license granted in this SECTION 1.1, under (a) claims of Intel patents 
      and patent applications that read on inventions incorporated in Intel 
      Software, and under (b) trade secrets in the Intel software to copy, 
      have copied, create derivatives of, modify, translate, display, perform 
      and distribute Intel Software for the purposes of developing, 
      supporting and maintaining Intel Software for use with Products, Intel 
      Architecture products and NCD products (except as noted in (c), (d) and 
      (e), below) manufactured by or for NCD for sale or other transfer by 
      NCD to its customers or resellers, subject to NCD's strict compliance 
      with the following exceptions and restrictions:

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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      (a)   Notwithstanding the licensed rights stated above, NCD shall use 
            the Intel Software source code internally only; NCD shall hold 
            Intel Software source code in confidence and shall exercise the 
            same degree of care, but no less than reasonable care, in 
            preventing disclosure of Intel Software source code as NCD uses 
            to protect its own proprietary information. At a minimum, NCD 
            shall limit the disclosure of source code only to NCD's 
            employees, consultants and contractors who have agreed to abide 
            by non-disclosure terms as protective as those set forth in this 
            Agreement and who have a need to know such information, and shall 
            not disclose the source code to any subsidiary, affiliate, 
            individual, corporation, other independent contractor, other 
            consultant or other entity or third party without Intel's prior 
            written consent; and,

      (b)   NCD shall retain Intel's copyright notices on each copy of the 
            Intel Software (both binary and source code);

      (c)   Unless otherwise agreed in a particular Statement of Work, 
            IALC-only Software (i) shall be used for and distributed by NCD 
            only with or for the Product and Intel Architecture products 
            manufactured by or for NCD for sale or other transfer by NCD to 
            its customers and resellers, and (ii) will not be subject to 
            royalties or further rights of accounting; and,

      (d)   Unless otherwise agreed in a particular Statement of Work, general 
            LC software may be used for and distributed with (i) Products, 
            (ii) Intel Architecture products, (iii) NCD products, 
            manufactured by or for NCD for sale or other transfer by NCD to 
            its customers and resellers, and Intel and NCD shall negotiate in 
            good faith for any appropriate license fees, royalties or rights 
            of accounting for General LC Software which shall be consistent 
            with Tier 1 pricing; and,

      (e)   NCD shall distribute Intel Software (as allowed under SECTIONS 
            1.1(c) and 1.1(d), above) in binary form only (i) to NCD 
            customers or resellers pursuant to sublicenses at least as 
            protective of Intel as the terms of this subsection, and (ii) to 
            end users pursuant to a standard end user license; and,

      (f)   Intel shall own all derivatives and modifications of Intel 
            Software created by or for NCD and such derivatives and 
            modifications shall be licensed to NCD under this SECTION 1.1; 
            and,

      (g)   NCD shall not distribute or sublicense Intel software as a 
            stand-alone product, nor permit any third party or sublicensee to 
            do so;

      (h)   Distribution to the US government or US government contractors 
            shall be under restricted rights and shall include a restricted 
            rights legend as required under FARS AND DFARS to protect Intel's 
            proprietary rights in the IALC-only Software; and, 

1.2   LICENSE TO NCD FOR INTEL TECHNICAL INFORMATION.  Subject to the terms 
      and conditions of this Agreement, Intel grants NCD a non-exclusive, 
      nontransferable, worldwide, royalty-free license, without the right of 
      sublicense, under Intel copyrights, and to the minimum extent necessary 
      to exercise the license granted in this Section 1.2, under (a) claims 
      of Intel patents and patent applications that read on inventions 
      incorporated in Intel technical Information, and under (b) trade 
      secrets in the Intel Technical Information, (i) to copy, have copied, 
      create derivatives of, modify, translate, display, and distribute Intel 
      Technical Information for use solely to develop a Design or Designs, 
      and (ii) to make, have made, use, sell, offer to sell, import, modify 
      and otherwise distribute Products which implement Intel Technical 
      Information, subject to NCD's strict compliance with and assent to the 
      following restrictions and disclaimers;

      (a)   NCD shall use Intel Technical Information internally only and 
            shall not disclose it to third parties (except where distribution 
            of it results inevitably from the distribution of the Product); 
            and,

      (b)   NCD will indemnify, defend and hold Intel harmless from all loss, 
            cost, liability and expense incurred by Intel and any of its 
            subsidiaries which arise out of a claim concerning NCD's use or 
            implementation of the Intel Technical Information, Design and 
            manufacture and disposition of

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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           Product, including but not limited to any warranty claims 
           concerning the Design and Product. Intel agrees to provide NCD 
           with prompt notice of any such claims and shall provide NCD with 
           reasonable assistance (at NCD's expense) in the defense or 
           settlement of such claims. Intel shall grant NCD sole authority 
           and control of the defense or settlement of the claim. Intel shall 
           have no authority to settle any action on NCD's behalf, and no 
           costs or expenses shall be incurred for the account of NCD without 
           NCD's prior written consent; and,

     (c)   DISCLAIMER. THE INTEL TECHNICAL INFORMATION, INTEL SOFTWARE AND 
           ALL OTHER INFORMATION AND MATERIALS PROVIDED PURSUANT TO THIS 
           LICENSE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, 
           EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND INTEL SPECIFICALLY 
           DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, 
           NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR 
           FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, INTEL MAKES NO 
           WARRANTIES WITH REGARD TO THE SUFFICIENCY OF THE INTEL TECHNICAL 
           INFORMATION OR INTEL SOFTWARE OR NCD'S ABILITY TO IMPLEMENT EITHER.

     (d)   No rights or licenses are granted by Intel to NCD, express, 
           implied, by estoppel or otherwise, with respect to any patent, 
           copyright, trade secret, trademark, maskwork, or other 
           intellectual property right owned or controlled by Intel, except 
           as expressly provided in this EXHIBIT B. Furthermore, 
           notwithstanding anything in this Agreement, the license grants in 
           this Agreement do not include any right, license, release or 
           immunity, directly or indirectly, express, implied or by estoppel 
           under any Intel patent, copyright, trade secret, mask work or 
           other intellectual property right, in or to Intel component or 
           microprocessor including, without limitation, any Intel X86 
           microprocessor series, associated logic devices (including, 
           without limitation, chipsets), flash memory, video devices, or any 
           other component specified in any manufacturing package, or to any 
           semiconductor manufacturing technology; and,

     (e)   Intel shall own all derivatives and modifications of the Intel 
           Technical Information created by NCD and such derivatives and 
           modifications shall be licensed to NCD under this SECTION 1.2.

1.3   LICENSE TO INTEL FOR THE DESIGN AND LEVEL 1 SOFTWARE. Subject to the 
      terms and conditions of this agreement, NCD grants to Intel a 
      non-exclusive, non-transferable, worldwide, royalty-free license under 
      NCD copyrights covering the Design and Level 1 Software (and not 
      including Level 2 and Level 3 Software), and to the minimum extent 
      necessary under (a) claims of NCD patents and patent applications that 
      read on inventions incorporated in the Design(s) and/or Level 1 
      Software (and not including Level 2 and Level 3 Software), and under 
      (b) trade secrets in the Design(s) and Level 1 Software (and not 
      including Level 2 and Level 3 Software), to copy, have copied, 
      create derivatives of, modify, translate, display, perform, distribute, 
      use, make, have made, use, import, offer to sell, sell and otherwise 
      distribute Products based on a Design which may include Level 1 
      Software, subject to the payment terms and Buyout provisions in SECTION 
      6 OF EXHIBIT A and the termination provisions of this EXHIBIT B.

1.4   LICENSES TO INTEL UPON BUYOUT: Upon Intel's exercise of its buyout 
      rights under SECTION 6 of EXHIBIT A, and subject to the terms and 
      conditions of this agreement, including SECTION 1.5 herein:

     (a)   NCD grants to Intel a non-exclusive, non-transferable, worldwide,
           royalty-free (but subject to payment terms of SECTION 6 of EXHIBIT A)
           licenses with right of sublicense, under NCD copyrights in the
           Design(s) and Level 1 Software (and not including Level 2 and Level 3
           Software), and to the minimum extent necessary to exercise the
           license granted in this SECTION 1.4(a) under (i) claims of NCD
           patents and patent applications that read on inventions incorporated
           in the Design(s) and Level 1 Software (and not including Level 2 and 
           Level 3 Software), and under (ii) trade secrets in the Design(s) 
           and Level 1 Software (and not including Level 2 and Level 3 
           Software) to copy, have copied, create derivatives of, 
           translate, display, distribute, perform, make, have made, use, 
           sell, offer to sell, import, modify and otherwise distribute 
           Products manufactured

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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           by or for Intel based on a Design or Designs which may include 
           Level 1 Software and which are the subject of the buyout.

     (b)   NCD grants to Intel a non-exclusive, non-transferable, worldwide, 
           royalty free license, with right to sublicense, under NCD 
           copyrights in the Level 1 Software (in binary and source code 
           form), and to the minimum extent necessary under (a) claims of NCD 
           patents and patent applications that read on inventions 
           incorporated in the Level 1 Software (in binary and source code 
           form), and (b) trade secrets in Level 1 Software (in binary and 
           source code form) to copy, have copied, create derivatives of, 
           translate, display, distribute, perform, make, have made, use, 
           sell, offer to sell, import, modify and otherwise distribute Level 
           1 Software for distribution in Products or derivatives of Products 
           manufactured by or for Intel based on a Design or Designs which 
           are the subject of the buyout.

     (c)   NCD grants to Intel a non-exclusive, non-transferable, worldwide, 
           royalty-bearing license under NCD copyrights in the Level 2 
           Software (in binary form), and to the minimum extent necessary to 
           exercise the copyright license, under (a) claims of NCD patents 
           and patent applications that read on inventions incorporated in 
           the Level 2 Software (in binary form), and (b) trade secrets in 
           the Level 2 Software (in binary form) to copy, have copied, 
           display, distribute and perform Level 2 Software solely for 
           distribution with Products manufactured by or for Intel based on 
           a Design or Designs which are the subject of a buyout.

          (i)    The royalty shall be negotiated in good faith by the parties 
                 but in no event shall royalties due be less favorable to 
                 Intel than any royalty NCD charges to a third party 
                 contemporaneously licensing the same or smaller volume of 
                 Level 2 Software nor shall the terms and conditions of such 
                 license be any more restrictive than a license NCD grants to 
                 such a third party.
          (ii)   Sublicenses requiring any modifications to Level 2 Software 
                 shall be directed to NCD.

1.5   The following restrictions apply to the licenses set forth above (in 
      SECTIONS 1.4(a), 1.4(b) and 1.4(c)):

     (a)   Notwithstanding the licensed rights stated above, Intel shall use 
           the NCD Software source code internally only; Intel shall hold NCD 
           Software source code in confidence and shall exercise the same 
           degree of care, but no less than reasonable care, in preventing 
           disclosure of NCD Software source code as Intel uses to protect 
           its own proprietary information. At a minimum, Intel shall limit 
           the disclosure of source code only to Intel employees and 
           consultants and contractors who have agreed to abide by 
           non-disclosure terms as protective as those set forth in this 
           Agreement and who have a need to know such information, and shall 
           not disclose the source code to any subsidiary, affiliate, 
           individual, corporation, other independent contractor, 
           consultant or other entity or third party without NCD's prior 
           written consent; and,

     (b)   Intel shall retain NCD's copyright notices on each copy of the NCD 
           Software (both binary and source code);

     (c)   Intel shall distribute NCD Software in binary form only (i) to 
           Intel customers or resellers pursuant to sublicenses at least as 
           protective of NCD as the terms of this subsection, and (ii) to end 
           users pursuant to a standard end user license; and,

     (d)   NCD shall own all derivatives and modifications of NCD Software 
           created by or for Intel and such derivatives and modifications 
           shall be licensed to Intel under SECTIONS 1.4(a), (b) and (c); and,

     (e)   Intel shall not distribute NCD Software as a stand-alone product, 
           nor permit any third party or sublicensee to do so;

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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     (f)   Distribution to the US government or US government contractors 
           shall be under restricted rights and shall include a restricted 
           rights legend as required under FARS and DFARS to protect NCD's 
           proprietary rights in the NCD Software.

1.6   NCD shall use commercially reasonable efforts to facilitate efforts by 
      Intel to obtain its own license to Level 3 Software

1.7   LICENSE TO INTEL UPON TERMINATION FOR CONVENIENCE OR EXPIRATION.  Upon 
      termination by Intel under SECTION 2.3 of this EXHIBIT B, or upon 
      expiration of this Agreement at the end of it's term, and subject to 
      the payment terms therein and to the terms and conditions of this 
      agreement:

     (a)   NCD grants to Intel a non-exclusive, non-transferable, worldwide, 
           royalty-free license with right of sublicense, under NCD 
           copyrights in the Design(s) and Level 1 Software (and not 
           including Level 2 or Level 3 Software), and to the minimum extent 
           necessary under (a) claims of NCD patents and patent applications 
           that read on inventions incorporated in the Design(s) and Level 1 
           Software (and not including Level 2 or Level 3 Software), and 
           under (b) trade secrets in the Design(s) and Level 1 Software (and 
           not including Level 2 and Level 3 Software) to copy, have copied, 
           create derivatives, translate, display, distribute, perform, make, 
           have made, use, sell, offer to sell, import, modify and otherwise 
           distribute Products based on a Design(s) and which may include 
           Level 1 Software.

     (b)   NCD grants to Intel the licenses described in SECTIONS 1.4(b) and 
           1.4(c) of this EXHIBIT B (without reference to the phrases "which 
           are the subject of the buyout" found therein).

     (c)   NCD shall assist Intel in obtaining a license to Level 3 Software 
           as set forth in EXHIBIT B, SECTION 1.6.

1.8   LICENSE TO INTEL FOR NCD TECHNICAL INFORMATION. Subject to the terms and 
      conditions of this Agreement, NCD grants Intel a non-exclusive, 
      nontransferable, world wide, royalty-free license, without right of 
      sublicense, under NCD copyrights, and to the minimum extent necessary, 
      under (a) claims of NCD patents and patent applications that read on 
      inventions incorporated in NCD Technical Information, and under (b) 
      trade secrets in NCD Technical Information as, to (i) copy, have copied, 
      create derivatives of, modify, translate, display, distribute 
      internally only (except where distribution of the NCD Technical 
      Information results inevitably from the distribution of the Product or 
      Intel silicon products which implement NCD Technical Information) NCD 
      Technical Information for use solely to develop a Design(s), and (ii) 
      to make, have made, use, sell, offer to sell, import, modify and 
      otherwise distribute, Intel silicon products which implement NCD 
      Technical Information subject to Intel's strict compliance with and 
      assent to the following restrictions and disclaimers:

     (a)   Intel shall not use NCD's name or any NCD trademark or trade name 
           in connection with Products or Intel silicon products except as 
           otherwise provided in this Agreement;

     (b)   Intel will indemnify, defend and hold NCD harmless from all loss, 
           cost, liability and expense incurred by NCD and any of its 
           subsidiaries which arise out of a claim concerning Intel's use or 
           implementation of the Design and NCD Technical Information and 
           manufacture and disposition of Product, including but not limited 
           to any warranty claims concerning the Design and Product. NCD 
           agrees to provide Intel with prompt notice of any such claims and 
           shall provide Intel with reasonable assistance (at Intel's 
           expense) in the defense or settlement of such claims. NCD shall 
           grant Intel sole authority and control of the defense or 
           settlement of the claim. NCD shall have no authority to settle 
           any action on Intel's behalf, and no costs or expenses shall be 
           incurred for the account of Intel without Intel's prior written 
           consent.

     (c)   DISCLAIMER. WITH REGARD TO THE NCD TECHNICAL INFORMATION, NCD 
           SOFTWARE AND ALL OTHER INFORMATION AND MATERIALS PROVIDED

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

[*] Confidential Treatment Requested - Edited Copies.

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                           INTEL AND NCD CONFIDENTIAL

           PURSUANT TO THIS LICENSE AND THE WARRANTIES SET FORTH IN SECTION 8 
           OF EXHIBIT A ARE GIVEN IN LIEU OF ANY OTHER WARRANTY OF ANY KIND, 
           WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND NCD 
           SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, 
           OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, NCD MAKES NO 
           WARRANTIES WITH REGARD TO THE SUFFICIENCY OF THE NCD TECHNICAL 
           INFORMATION OR NCD SOFTWARE OR INTEL'S ABILITY TO IMPLEMENT EITHER.

     (d)   NCD shall own all derivatives and modification of the NCD 
           Technical Information created by Intel and such derivatives and 
           modifications shall be licensed to Intel under this SECTION 1.8.

1.9   CROSS-LICENSE FOR CONTRIBUTED SOFTWARE.  The parties hereby grant each 
      other a non-transferable, non-exclusive, worldwide, royalty-free license, 
      with right of sublicense under each parties' copyrights, and to the 
      minimum extend necessary to exercise the copyright license, under (a) 
      claims of the parties' patents and patent applications that read on 
      inventions incorporated into the Contributed Software, and under (b) 
      trade secrets in each parties' Contributed Software as delivered, to 
      use, copy, have copied, create derivatives of, modify, translate, 
      display, distribute and perform Contributed Software as the parties may 
      exchange, in source or binary formats and in whole or in part, without 
      restriction for any purpose and without fee or right of accounting, 
      provided that any copyright notices in the Contributed Software remain 
      intact and are not removed. Each party shall own the derivatives it 
      creates.

1.10  Licenses for Joint Work. The license for Joint Work is set forth in 
      SECTION 2.1 of EXHIBIT A.

1.11  LICENSE TO NCD UPON INTEL'S TERMINATION FOR CONVENIENCE OR EXPIRATION. 
      Upon Intel's Termination for Convenience under SECTION 2.3 of this 
      EXHIBIT B or upon expiration of the Agreement at the end of its term, 
      and subject to the terms and conditions of this Agreement, Intel grants 
      NCD a non-exclusive, nontransferable, worldwide, royalty-free license, 
      with the right of sublicense, under Intel copyrights, and to the minimum 
      extent necessary to exercise the license granted in this SECTION 1.11 
      under (a) claims of Intel patents and patent applications that read on 
      inventions incorporated in Intel Software, and under (b) trade secrets 
      in the Intel Software to copy, have copied, create derivatives of, 
      modify, translate, display, perform and distribute Intel Software for 
      the purposes of developing, supporting and maintaining Intel Software 
      for use with Products, IA products, and products compatible with Intel 
      Architecture manufactured by or for NCD for sale or other transfer by 
      NCD to its customers or resellers, subject to NCD's strict compliance 
      with the exceptions and restrictions set forth in SECTIONS 1.1(a), (b), 
      (f), (g) and (h), as well as the following exceptions and restrictions:

     (a)   Intel and NCD shall negotiate in good faith for any appropriate 
           license fees, royalties or rights of accounting for NCD's 
           distribution of General LC Software which shall be consistent with 
           Tier 1 pricing; and

     (b)   NCD shall distribute Intel Software in binary form only (i) to NCD 
           customers or resellers pursuant to sublicenses at least as 
           protective of Intel as the terms of this subsection, and (ii) to 
           end users pursuant to a standard end user license.

1.12  NO OTHER LICENSES GRANTED.  No license or other right is granted by 
      implication, estoppel or otherwise to either party except the licenses 
      and rights expressly granted in this SECTION 1 ("License Grants").

2.    TERM, TERMINATION, AND REMEDIES:

2.1   The term of this Agreement is for three (3) years from the Effective 
      Date unless this Agreement is terminated earlier as provided in this 
      Section. The term of the Agreement shall be renewable for additional 
      one year terms should the parties so agree and elect.

2.2   Either party may terminate this Agreement if the other party:

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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[*] Confidential Treatment Requested - Edited Copies.

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<PAGE>

                           INTEL AND NCD CONFIDENTIAL

     (a)   breaches any material provision of this Agreement (or the Equity 
           Agreement which has been executed by the parties contemporaneously 
           with this Agreement) and fails to cure the same within thirty (30) 
           days after receipt of written notice from the other party;

     (b)   files or has filed against it a petition in bankruptcy, which is 
           not dismissed within (30) days of written notice thereof;

     (c)   has a receiver appointed to handle its assets or affairs, which is 
           not dismissed within thirty (30) days of written notice thereof;

     (d)   makes or attempts to make an assignment for the benefit of 
           creditors; or

     (e)   undergoes a change in control through merger or acquisition except 
           as provided in SECTION 11.2 of the Agreement.

2.3  At any time during the term of this agreement, Intel may terminate the 
     Project and this Agreement and all further obligations to NCD at any time 
     and without cause by giving NCD written notice.

     If the Project is terminated by Intel without cause the following will 
     apply:

     (a)   If termination occurs within 12 months of the Effective Date of 
           this Agreement, Intel will pay NCD a one time cancellation fee of 
           five million dollars ($5,000,000) and will receive license rights 
           described in Section 1.7 of Exhibit B

     (b)   If termination occurs 12 months after the Effective Date of this 
           Agreement but within 24 months of the Effective Date, Intel will 
           pay NCD a one time cancellation fee of three million dollars 
           ($3,000,000) and will receive license rights described in Section 
           1.7 of Exhibit B.

     (c)   If termination occurs 24 months after the Effective Date of this 
           Agreement but within 36 months of the Effective Date, Intel will pay
           NCD a one time cancellation fee of one million dollars 
           ($1,000,000) and will receive license rights described in Section 
           1.7 of Exhibit B.

     Except as provided in this SECTION 2.3, Intel will have no liability or 
     obligation to NCD for terminating this Agreement without cause prior to 
     successful completion of the Project. Intel will not be responsible for 
     any anticipated profits or for any equipment purchased or other expenses 
     incurred by NCD for the Project or in anticipation of producing or 
     marketing the Product.

2.4  If NCD does not complete the Project and deliver the Design within the 
     time period provided in EXHIBIT D, or if Intel terminates this Agreement 
     under SECTION 2.2 above, in addition to Intel's other rights and 
     remedies provided in this Agreement or under applicable law or in 
     equity, NCD will and does hereby grant Intel the license rights set 
     forth in SECTION 1.7(a) and (b) of this EXHIBIT B, subject to the 
     following: if Intel terminates the Agreement pursuant to SECTION 2.2(e) 
     of this EXHIBIT B, as a result of Intel's unwillingness to approve an 
     assignment as set forth in SECTION 11.2 of the Agreement, Intel will pay 
     NCD 2 times the budgeted development costs agreed to in the then current 
     Statement of Work if such refusal occurs no later than six months after 
     the Effective Date of the associated Statement of Work, or the budgeted 
     development costs agreed to in the then current Statement of Work if 
     such refusal occurs more than six months after the Effective Date of the 
     associated Statement of Work but sooner than twelve months after the 
     Effective Date of the associated Statement of Work. If such refusal 
     occurs more than twelve months after the Effective Date of the 
     associated Statement of Work, no payment will be required by Intel.

2.5  The following sections will survive termination or expiration of this 
     Agreement:

     EXHIBIT A

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

[*] Confidential Treatment Requested - Edited Copies.

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                           INTEL AND NCD CONFIDENTIAL

<TABLE>
     <S>        <C>
     1.         Definitions
     2.         Ownership
     4.         Product Marking and Use of Intel Names and Trademarks
     5.1(i)     Royalty Payments
     5.2(a)     Chipset and CPU Pricing (as specified therein)
     5.2(h)     Royalty Payments
     8.         Warranties, Representations and Disclosures
     9.         Confidentiality; Non-Disclosure
     10.        Limit of Liability
     11.        General Provisions
     EXHIBIT B
     All sections
</TABLE>

                                  EXHIBIT "C"

                           LEAN CLIENT SPECIFICATION



     [*]


                                  EXHIBIT "D"

                               STATEMENT OF WORK

1.   DESIGN

1.1  DESCRIPTION OF DESIGN. NCD will design, develop, manufacture, certify, 
     and market at least one Lean Client system based on an Intel processor 
     and chipset per the schedule listed below in section 2.2. The system 
     will initially be capable of running NCD's implementation of the 
     Microsoft Windows-based Terminal software. NCD and Intel will jointly 
     work together to establish a roadmap for enhancing this design to 
     support the Intel Lean Client specification (version 1.0 or successor, as 
     mutually agreed). NCD will demonstrate the ability to manufacture the 
     system in volume for OEMs at a level of quality that is mutually agreed 
     to be substantially equivalent to that produced by Intel OPSD.

1.2  DESIGN SPECIFICATIONS. NCD will produce a detailed product 
     specification describing the Lean Client system that includes but is 
     not limited to all functions and features of the hardware design, 
     subsystem and component descriptions for all major functional areas of 
     the design, mechanical and environmental design requirements.


2.   PROJECT PHASES AND PAYMENT

2.1  PROJECT PHASES.  The Project will be developed in MULTIPLE Phases. 
     The first Phase will result in a Windows-based Terminal that is 
     equivalent in features and functionality to NCD's non-Intel 
     architecture WBT designs that are equipped with substantially 
     equivalent hardware, where physically and commercially feasible. 
     Succeeding Phases will result in software upgrades that provide 
     features and functionality that NCD and Intel mutually agree to meet 
     the requirements of the Intel Lean Client specification 1.0 (or 
     successor, as mutually agreed). The Phases and the work to be performed 
     in each Phase are specified below.

2.2  PHASE ONE:

     (a)    Statement of Work for Phase:

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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                           INTEL AND NCD CONFIDENTIAL


              NCD will design and develop hardware, firmware, and necessary 
              software to deliver a Lean Client system based on an Intel 
              Pentium (or other Intel CPU as mutually agreed) that runs 
              NCD's implementation of the Microsoft Windows-based Terminal 
              software. The first version of the software that NCD makes 
              available to OEMs and other customers will provide features 
              and functions that are substantially equivalent to those 
              provided on other NCD-designed Windows-based Terminals that 
              are equipped with substantially equivalent hardware.
               
     (b)    NCD deliverables:

              NCD will conduct at least one hardware design review with 
              Intel to examine schematic and electrical analysis, component 
              placement, simulation, thermal analysis, power budget and 
              mechanical integrity.
              
              NCD will conduct at least one software design review with 
              Intel to examine firmware and device driver implementation.
              
              NCD will be responsible for obtaining certifications deemed 
              necessary by NCD to market the Lean Client system under its 
              own brand or under other OEM brands.
              
              NCD will be obtaining the following certifications for the 
              Product:[*].
              
              NCD will provide a version of its Windows-based Terminal 
              software that runs on Intel-supplied [*] lean client 
              systems for the purpose of creating a mutually-agreed 
              demonstration. NCD will integrate its base systems software 
              with Windows CE and with Intel-supplied device drivers and 
              other software as appropriate.
              
              NCD will provide at Intel's expense 5 functional prototype 
              units according to the schedule listed below. A functional 
              prototype boots CE with no RDP and no software management 
              applications.
              
              NCD will provide at Intel's expense 25 pilot units according 
              to the schedule listed below.
              
              NCD will assist Intel in completing a manufacturing audit of 
              NCD's production and contract production facilities.
              
              NCD will produce design materials and artifacts sufficient to 
              enable OEM customers to successfully evaluate the Lean Client 
              system, including but not limited to any appropriate options 
              for customization of firmware and operating environment or 
              custom hardware. In the event that Intel exercises its rights 
              to buy out the Design, NCD will have 45 days to deliver the 
              design, the Level I software, and associated documentation to 
              Intel.

     (c)   Intel deliverables:

              Intel will provide the [*] and supporting materials, including 
              appropriate electronic databases and access to engineering 
              design support personnel.
              
              Intel will provide at Intel's expense [*] prototypes for 
              evaluation by NCD.
              
              Intel will provide Bill of Materials analysis and participate 
              in design reviews, product roadmap reviews and manufacturing 
              audits.
              
              Intel, at its option, will provide source code samples of 
              430TX firmware from standard PC BIOS and other appropriate 
              chipset configuration source code.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                           INTEL AND NCD CONFIDENTIAL

    (d)   Milestones to be Achieved during Phase One, unless mutually agreed 
          otherwise, and subject to the parties mutually agreeing to the 
          specifications:

<TABLE>
<CAPTION>

          <S>                                                                   <C>
          [*]                                                                   [*]

</TABLE>

2.3 PHASE TWO:

    (a)  Statement of Work for Phase:

              NCD and Intel will work together to mutually define a Roadmap that
              describes features and functionality that will be developed as 
              software upgrades to the Lean Client system produced in Phase One
              to enable the system to meet the Intel Lean Client specification
              1.0 (or successor, as mutually agreed).

    (b)  NCD deliverables:

              NCD will coordinate and participate in joint meetings between 
              the parties to define mutually agreed-to features and 
              functionality that would be necessary to add to the Phase One 
              system to make it compliant with the Intel Lean Client 
              specification.
              
              NCD will coordinate the production of a Roadmap that outlines 
              when the features and functionality that are mutually agreed 
              above will be made available.
              
              NCD will work with Intel to evaluate whether or not existing 
              Intel technology or source code would be appropriate to 
              incorporate into the revised NCD software.
              
              NCD will conduct at least one software design review with Intel
              to examine firmware and device driver implementation.
              
              NCD will make appropriate changes its OEM design documentation 
              to describe and account for the features and functionality 
              determined for this Phase.

              NCD will provide at Intel's expense 25 pilot units according 
              to the schedule listed below.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

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                           INTEL AND NCD CONFIDENTIAL

    (c)  Intel deliverables:

              If requested by NCD, Intel will provide sample code fragments 
              and appropriate source code for Intel Architecture power 
              management, provided Intel has the rights to license such code 
              to NCD. This code will be designated IALC-only Software.
              
              If requested by NCD, Intel will provide sample code fragments 
              and appropriate source code for PXE, consistent in content, 
              terms, and condition with the SDK that is licensed to other 
              OEMs. If mutually agreed, Intel will also provide additional PXE
              source code. This software will be designated IALC-only Software.
              
              If requested by NCD, Intel will provide sample code fragments 
              and appropriate source code for security enhancements, 
              provided Intel has the rights to license such code to NCD. 
              This software will be designated IALC-only Software.
              
              If requested by NCD, Intel will provide sample code fragments 
              and appropriate source code for manageability enhancements, 
              provided Intel has the rights to license such code to NCD. 
              This software will be designated IALC-only Software.


    (d)  Milestones to be achieved during Phase unless mutually agreed 
         otherwise:

<TABLE>
<CAPTION>

             <S>                                                                     <C>
             [*]                                                                     [*]
</TABLE>

    (e)  Acceptance Criteria

              The completion of the review outlined above will constitute 
              acceptance of this Phase.


2.4 BUDGET. For the purposes of the buyout provisions specified in this 
    Agreement, the budgeted expenses for the development of the lean client 
    board and Level 1 software will be the total specified below:

              Staffing expenses at $[*]/person-month
<TABLE>
<CAPTION>
                   <S>                    <C>                          <C>
                   Hardware               [*]                          $[*]
                   Software               [*]                           [*]
                   Quality Assurance      [*]                           [*]
                   Documentation          [*]                           [*]
                   Manufacturing Eng      [*]                           [*]
</TABLE>

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

[*] Confidential Treatment Requested - Edited Copies.

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                           INTEL AND NCD CONFIDENTIAL

<TABLE>
<CAPTION>
                     <S>                                        <C>
                      Capital expenses
                              Board layout                       $[*]
                              No new plastic enclosures 
                              No tooling costs     

                       TOTAL                                     $[*]
</TABLE>


3.  PROGRAM MANAGEMENT

3.1 Program Managers.

    The program managers for the Project are:


<TABLE>
<CAPTION>

         <S>                                            <C>
         For Intel: Becky Pettit                        For NCD: Steve McAdams
                    Program Manager                              Director, Product Planning
                    Intel Corporation                            Network Computing Devices
                    5200 NE Elam Young Pkwy                      350 N. Bernardo Ave.
                    HF3-50                                       Mountain View, CA 94043
                    Hillsboro, OR 97124                          phone: (650)919-2740
                    phone: (503)696-7613                         fax:   (650)961-6289
                    fax: (503)681-8711                           email:
                    email: bpettit@ccm.intel.com
</TABLE>

3.2 Project Locations.

    All work on the Project will be performed at the following locations:

             Network Computing Devices
             350 North Bernardo Ave.
             Mountain View, CA  94043

             Network Computing Devices
             9590 SW Gemini Drive 
             Beaverton, OR  97008

3.3 Change of Scope Procedure.

    The parties agree to define in writing and implement a change control 
    procedure to cover any Intel or NCD requested engineering changes.

4.  ACCEPTANCE OF DESIGN

4.1 Acceptance Test Plan.


CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
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                           INTEL AND NCD CONFIDENTIAL

    After NCD has delivered the production units and other appropriate 
    materials to Intel, Intel shall test the Design for acceptance in accordance
    with the following criteria ("Acceptance Test Plan"):

              The production units shall boot and pass the tests required by 
              Microsoft to meet the criteria of a Windows-based Terminal.

              The production units shall meet the country and industry 
              certifications met by other NCD Windows-based Terminals.

4.2 Correction of Defects.

    If the Design does not pass the Acceptance Test Plan, Intel will advise 
    NCD promptly and provide NCD with a description of any defects and 
    nonconformities. NCD must respond to any reports of defects or 
    nonconformities within ten (10) days with a plan for if and how a remedy 
    should be produced. NCD resubmit the Design and such other material as 
    Intel may reasonably request. Intel will then retest the Design for 
    acceptance using the Acceptance Test Plan. If the Design still does not 
    meet the Acceptance Test Plan, NCD will attempt within ten (10) days to 
    correct any remaining defects or nonconformities. If the Design still 
    fails to pass the Acceptance Test Plan, NCD will be in default and at 
    any time Intel may terminate the Project and exercise any of its rights 
    under Section 2.4 of EXHIBIT B.

5.  USE OF INTEL SOFTWARE BY NCD

5.1 At the time Intel Provides software to NCD under this Statement of Work, 
    Intel will inform NCD whether the software is IALC-only Software, General 
    LC Software, or Contributed Software. All software Intel provides will be 
    IALC-only Software unless otherwise designated in writing by Intel.

EFFECTIVE DATE OF THIS STATEMENT OF WORK:
                                          -------------------------------------

<TABLE>
<CAPTION>

<S>                                       <C>
INTEL CORPORATION                          NETWORK COMPUTING DEVICES, INC. 

/s/ Tom Yan                                /s/ Robert G. Gilbertson
----------------------------------         ---------------------------------- 
Signature                                  Signature                          

Tom Yan                                    Robert G. Gilbertson
----------------------------------         ---------------------------------- 
Printed Name                               Printed Name                       

GM                                         President & CEO
----------------------------------         ---------------------------------- 
Title                                      Title                              

3/31/98                                    March 6, 1998
----------------------------------         ---------------------------------- 
Date                                       Date                               
</TABLE>

                                 EXHIBIT E

                         INTEL TECHNICAL INFORMATION

    INFORMATION AND DOCUMENTATION

    If Intel is to provide NCD with any information and documentation to use 
    in connection with the Project, such information and documentation is 
    listed below. Unless otherwise specified, all such information and 
    documentation is confidential information as defined in Section 9 
    of EXHIBIT A.

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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                           INTEL AND NCD CONFIDENTIAL

     DESCRIPTION OF INTEL TECHNICAL INFORMATION OR DOCUMENTATION

     A.   INTEL TECHNICAL INFORMATION:

          [DESCRIBE]

     B.   OTHER INFORMATION OR DOCUMENTATION:

          [DESCRIBE]

     EQUIPMENT AND TOOLING

     If Intel is to provide NCD with the equipment or tools to use in 
     connection with the Project, they will be listed below. The equipment 
     or tools will be provided to NCD, and NCD will return them to Intel in 
     good condition as provided below or upon termination of this Agreement, 
     whichever occurs first. If requested, NCD will sign Intel's standard 
     form of loaned equipment agreement covering the equipment and tools:

<TABLE>
<CAPTION>
     DESCRIPTION OF TOOLS AND EQUIPMENT      DATE TO BE DELIVERED TO NCD     DATE TO BE RETURNED TO INTEL
     ----------------------------------      ---------------------------     ----------------------------
     <S>                                     <C>                             <C>


</TABLE>

     USE OF INTEL PERSONNEL

     If Intel is to provide NCD with the assistance of any Intel personnel 
     in connection with the Project, the personnel to be provided, their 
     purpose and period for which they will be available to NCD is specified 
     below:

<TABLE>
<CAPTION>
     Personnel                Purpose                  Period to be Provided
     ---------                -------                  ---------------------
     <S>                      <C>                      <C>



</TABLE>

                                  EXHIBIT "F"

                   MAINTENANCE AND SUPPORT OBLIGATIONS

NCD will have the following maintenance and support obligations during the 
term of the Agreement:

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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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                           INTEL AND NCD CONFIDENTIAL

CUSTOMIZATION AND ENGINEERING SUPPORT.

NCD will support customization and engineering support requests by Intel or 
Intel customers with the same degree of care and upon the same terms as NCD 
provides to its own customers.

CONSULTING SERVICES.

NCD will provide consulting services to Intel on topics related to corporate 
lean client solutions and the lean client segment. Consulting fees will not 
exceed the lowest NRE rate charged by NCD to any other third party. Fees will 
only be charged for work which is beyond the scope of collaborative work 
under this Agreement and which is deemed in advance by Intel to be consulting 
services work.


                                   EXHIBIT "G"

                             NCD TECHNICAL INFORMATION


     INFORMATION AND DOCUMENTATION

     If NCD is to provide Intel with any information and documentation to use 
     in connection with the Project, such information and documentation is 
     listed below. Unless otherwise specified, all such information and 
     documentation is confidential information as defined in Section 9 of 
     EXHIBIT A.

     DESCRIPTION OF NCD TECHNICAL INFORMATION OR DOCUMENTATION

     A.   NCD TECHNICAL INFORMATION:

          [DESCRIBE]


     B.   OTHER INFORMATION OR DOCUMENTATION:

          [DESCRIBE]


     EQUIPMENT AND TOOLING

     If NCD is to provide Intel with the equipment or tools to use in 
     connection with the Project, they will be listed below. The equipment 
     or tools will be provided to Intel, and

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
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                           INTEL AND NCD CONFIDENTIAL

     Intel will return them to NCD in good condition as provided below or upon 
     termination of this Agreement, whichever occurs first. If requested, Intel
     will sign NCD's standard form of loaned equipment agreement covering the 
     equipment and tools:
     

<TABLE>
<CAPTION>
     DESCRIPTION OF TOOLS AND EQUIPMENT      DATE TO BE DELIVERED TO INTEL     DATE TO BE RETURNED TO NCD
     ----------------------------------      -----------------------------     --------------------------
     <S>                                     <C>                               <C>


</TABLE>

     USE OF NCD PERSONNEL

     If NCD is to provide Intel with the assistance of any NCD personnel in 
     connection with the Project, the personnel to be provided, their purpose
     and period for which they will be available to Intel is specified below:

<TABLE>
<CAPTION>
     Personnel                Purpose                  Period to be Provided
     ---------                -------                  ---------------------
     <S>                      <C>                      <C>


</TABLE>

CERTAIN INFORMATION IN THIS EXHIBIT 10.47 HAS BEEN OMITTED AND FILED 
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 
WITH RESPECT TO THE OMITTED PORTIONS.

[*] Confidential Treatment Requested - Edited Copies.

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