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EXHIBIT 10.65

AMENDMENT NUMBER FIVE TO
LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is entered into as of August   , 2001, between FOOTHILL CAPITAL CORPORATION, a California corporation, ("Foothill"), and NETWORK COMPUTING DEVICES, INC., a Delaware corporation ("Borrower"), with reference to the following facts:

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

WHEREAS, Borrower has requested that Foothill make certain changes to the Agreement; and

WHEREAS, Foothill is willing to consent to these certain changes and take other actions with respect to the Agreement, all on the terms and conditions set forth herein.

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

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

2.  Amendments to the Agreement.

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

    "Fifth Amendment" means that certain Amendment Number Five to Loan and Security Agreement, dated as of August   , 2001, between Borrower and Foothill.

    "Fifth Amendment Closing Date" means the date that all conditions set forth in Section 5 of the Fifth Amendment have been satisfied.

    "Maximum Amount" means $3,250,000.

b.  Section 3.4  of the Agreement is hereby amended by deleting the first sentence thereof and inserting the following in place thereof:

    "This Agreement shall become effective upon the execution and delivery hereof by Borrower and Foothill and shall continue in full force and effect for a term ending on September 15, 2001 (the "Maturity Date")."

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

    (a) the execution, delivery, and performance of this Amendment and of the Agreement, as amended by this Amendment, are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected,

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

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

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

    (a) Borrower shall have retained the services of a crisis management consultant (a "Crisis Management Consultant"), satisfactory to Foothill in its sole discretion. Such Crisis Management Consultant may be chosen from the list of consultants included on Exhibit A hereto. Borrower shall cause the Crisis Management Consultant to communicate directly with Foothill regarding the status of such Crisis Management Consultant's review of Borrower's current financial position and prospects and such other matters as Foothill shall request, with such regularity as Foothill shall request.

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

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

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

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

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

5.  Miscellaneous.

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

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

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

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

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2

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

NETWORK COMPUTING DEVICES, INC.,
a Delaware corporation

By:

Name:

Title:

FOOTHILL CAPITAL CORPORATION,
a California corporation

By:

Name:

Title:

3

Exhibit A

Mr. Andrew Hinkelman
Pricewaterhouse Coopers LLP
Telephone: (415) 498-6526

Mr. Dave Prolman
Prolman Associates
Telephone: (800) 300-1887

Mr. John L. Davidson
Inverness Partners, Inc.
Telephone: (503) 638-8848

A–1

Exhibit B

REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amendment Number Five to Loan and Security Agreement, dated as of August   , 2001 (the "Amendment"). The undersigned hereby (a) represents and warrants to Foothill that the execution, delivery, and performance of this Reaffirmation and Consent are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected; (b) consents to the amendment of the Agreement by the Amendment and to the transactions described therein; (c) acknowledges and reaffirms its obligations owing to Foothill under the Guaranty and any other Loan Documents to which it is a party; and (d) agrees that each of the Guaranty and any other Loan Documents to which it is a party is and shall remain in full force and effect. Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, it understands that Foothill has no obligations to inform it of such matters in the future or to seek its acknowledgement or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

AUSTRALIA, NETWORK COMPUTING DEVICES (BENELUX) B.V., a company organized under the laws of
The Netherlands

By:

Name:

Title:

NETWORK COMPUTING DEVICES (CANADA), INC.,
a corporation organized under the laws of Canada

By:

Name:

Title:

A–2

NETWORK COMPUTING DEVICES (FRANCE) S.A.R.L.,
a company organized under the laws of France

By:

Name:

Title:

NETWORK COMPUTING DEVICES, GMBH, a company organized under the laws of Germany

By:

Name:

Title:

NCD GRAPHIC SOFTWARE CORPORATION,
an Oregon corporation

By:

Name:

Title:

NETWORK COMPUTING DEVICES (FSC), INC.,
a Guam corporation

By:

Name:

Title:

NCD ACQUISITION CORP., an Indiana corporation

By:

Name:

Title:

NETWORK COMPUTING DEVICES (UK), LTD., a company organized under the laws of England

By:

Name:

Title:

A–3

NETWORK COMPUTING DEVICES SCANDINAVIA AB,
a company organized under the laws of Sweden

By:

Name:

Title:

A–4

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AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT
Exhibit A
Exhibit B