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Technology Stocks : NCDI - Network Computing Devices

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To: Mark Orsi who wrote (3731)6/5/1998 8:05:00 PM
From: Jim Henke  Read Replies (1) of 4453
 
Mark,

Now I know why NCD kept calling me to remind me to vote my shares.

May 29, 1998

Dear Shareholder:

The shareholders of Network Computing Devices, Inc. (the "Company")
voted to adjourn our Annual Shareholders Meeting to June 19, 1998, to
postpone the vote on the proposal concerning the Company's reincorporation in
the State of Delaware.

The reason for postponing the vote on this proposal is that only about
fifty percent (50%) of the beneficial owners of the Company's outstanding
shares have cast votes for this important proposal. As of today,
approximately eighty percent (80%) of the shareholders who have voted for
Proposal Number 2 have voted in favor of this proposal. Consequently, the
vote of this proposal has been postponed to allow additional time for our
shareholders to consider this proposal.

According to our latest records, we have not received a vote
representing your shares. Regardless of the number of shares you own, it is
important that they are represented at the meeting. If you have not
previously returned your proxy card, please take a moment to sign, date and
mail the enclosed duplicate proxy card in the return envelope provided or
simply utilize the 800 number provided for your convenience.

If you have already returned your proxy card, please disregard this
letter and accept our thanks.

Very truly yours,

Robert G. Gilbertson
President and Chief Executive Officer

-----------
Jim
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