1. What did Neoware and NCD announce?
   
   On March 21, 2002, Neoware Systems and Network Computing Devices (NCD) announced that the companies have entered into a Definitive Agreement under which Neoware will purchase NCD's thin client appliance business including the ThinSTAR product line, associated software and intellectual property, and access to NCD's customers in the Americas, Asia-Pacific, and the rest of the world. NCD will retain and remains committed to its businesses in Europe, the Middle East, and Africa, the worldwide NC900 line of network computers, and the ThinPath Software businesses, which are not being purchased by Neoware. The companies have entered into agreements under which they intend to partner to grow the worldwide thin client appliance market.
   
   

2. Why did Neoware acquire NCD's ThinSTAR thin client business?
   
   Acquiring the ThinSTAR product line allows Neoware to provide a broader range of products offering investment protection and a longer life cycle to new and existing customers via its software-powered business model. Additionally, this acquisition increases Neoware's historic market share and distribution channels, in the thin client appliance industry. The ThinSTAR products will continue to be available to the existing channel of NCD authorized distributors and resellers.
   
   
3. Why did NCD sell its ThinSTAR product line?
   
   The sale of the ThinSTAR product line allows NCD to focus on its European operations and worldwide ThinPATH software and Network Computer businesses while providing additional cash resources to strengthen NCD's financial position. NCD will continue to sell the ThinSTAR family of products in Europe, the Middle East, and Africa under an OEM agreement with Neoware, and will continue to service and support the product line throughout the world.
   
   
4. When will the agreement be finalized?
   
   The acquisition and alliance are expected to close before the end of March 2002.
   
   
5. Is Neoware assuming NCD's liabilities?
   
   No.
   
   
6. Who is NCD?
   
   Founded in 1988, Network Computing Devices, Inc., supplies information access and management products that extend server-based computing to give customers a competitive edge and a better bottom line. The company can be reached on the Internet at www.ncd.com.
   
   
7. Who is Neoware Systems?
   
   Neoware provides software, service and solutions to enable Appliance Computing, a new Internet-based computing architecture targeted at business customers that is designed to be more cost-effective, manageable, and more secure than traditional PC-based computing. Neoware's software and management tools power and manage a new generation of smart computing appliances that utilize the benefits of open, industry-standard technologies to create new alternatives to be used in business and a wide variety of devices. Computing appliances that run and are managed by Neoware's software offer the cost benefits of industry-standard hardware and software, easier installation, and have lower up-front and administrative costs than proprietary or PC-based alternatives. Neoware's products are commonly used by businesses to run Windows applications from a server in conjunction with Citrix MetaFrame and Microsoft Terminal Service, browser-based applications, and server-based terminal applications.

ThinSTAR Product Line

1. What will happen to the ThinSTAR products?
   
   In Europe, the Middle East, and Africa, the ThinSTAR product will continue to be available from NCD without any changes to customers. In the Americas, Asia-Pacific, and the rest of the world, the ThinSTAR products will be re-branded as ThinSTAR by Neoware, and will continue to be available to the existing channel of ThinSTAR authorized distributors and resellers.
   
   
2. What NCD products does this transaction affect?
   
   ThinSTAR 332, 500, and ThinSTAR Voyager
   
   
3. Who will manufacture the ThinSTAR products?
   
   After the transaction is completed, with the ThinSTAR products will continue to be manufactured by the same third party manufacturer that is building the ThinSTAR products today.
   
   
4. Will there be any interruption in deliveries during the transition period?
   
   Because the ThinSTAR products will continue to be manufactured in the same facilities, it is not expected that there will be any interruption in deliveries during this transition period.
   
   
5. How will this transaction affect my ThinSTAR warranty?
   
   NCD will continue to service and support ThinSTAR warranties, so there will be no change in warranty or support for ThinSTAR customers.
   
   
6. What is the plan for ThinPATH management system software?
   
   NCD will continue to enhance and support ThinPATH software and extend its range of availability to a broader range products. ThinPATH will be available to the existing channel of authorized NCD distributors and resellers.

Neoware Products

1. Which Neoware product should I buy?
   
   If you have purchased ThinSTAR, Capio or Eon products in the past, we recommend that continue to purchase the same product in the future. A complete product comparison will be available by May 1, 2002.
   
   
2. What will happen to Neoware's Eon and Capio products?
   
   Neoware's acquisition of the ThinSTAR product line will have no impact on Neoware's Eon and Capio product offerings. Neoware will continue to produce, service, and support all Eon and Capio products. For Eon and Capio Sales, contact the Neoware sales representative you have had contact with in the past or call 1-800-Neoware (636-9273) or +1-610-277-8300 and follow the voice prompts.
   
   
3. Who do I contact for sales of the ThinSTAR products?
   
   For ThinSTAR by Neoware products sales in the Americas, Asia-Pacific and the rest of the world, please contact Neoware at 1-800-NEOWARE (636-9273) or +1 610-277-8300. For ThinSTAR products sales in Europe, the Middle East, and Africa, please contact NCD at +31 23 5560670.
   
   
4. Who do I contact for support of the ThinSTAR products?
   
   For post-sales technical support and warranty service, please contact NCD at 503-431-8600 in North America (or +31 23 5560670 outside of North America).
   
   
   
5. Is Neoware acquiring the NC900 and ThinPATH products?
   
   No. Neoware is only purchasing the ThinSTAR product line.

For End-User Customers:

1. Where do I go to buy ThinSTAR?
   
   ThinSTAR and ThinPATH software will be available through the same resellers you have used in the past.

For Resellers:

1. Where can I purchase ThinSTAR and ThinPath software products?
   
   ThinSTAR, ThinSTAR by Neoware, and ThinPATH software will be available for purchase from the existing channel of ThinSTAR authorized distributors. Please check with your distributor for the latest part numbers. To help locate a ThinSTAR distributor in the Americas, Asia-Pacific, and the rest of the world, please contact us at 1-800-NEOWARE (636-9273) or +1 610 277 8300. To locate a distributor in Europe, the Middle East, or Africa, please contact NCD at +31 23 5560670.
   
   
2. Will ThinSTAR pricing, warranties, or lead times be affected?
   
   Current pricing, warranties, and lead times will remain the same.
   
   
3. How will the current marketing commitments/promotions be handled?
   
   NCD will be responsible for all marketing programs for units delivered before the transaction is completed, and in Europe, the Middle East and Africa after the transaction is completed. Neoware will be responsible for all marketing programs for ThinSTAR units delivered after the transaction is completed in the Americas, Asia-Pacific, and the rest of the world.

For Distributors:

1. Where will I place/send my orders for ThinSTAR by Neoware and ThinPATH products?
   
   In the Americas, Asia-Pacific and the rest of the world, orders for ThinSTAR by Neoware products should be sent to Neoware by fax at +1 610-275-5739 or via email to orders@neoware.com. In Europe, the Middle East, and Africa, orders will continue to be placed as they have in the past by sending them to NCD.
   
   
2. Will ThinSTAR pricing, terms and conditions, warranties, or lead times be affected?
   
   Current pricing, warranties, and lead times will remain the same. ThinSTAR by Neoware will be available for shipment from Neoware after the transaction closes in the Americas, Asia-Pacific, and the rest of the world before the end of March 2002. Current Neoware distributors will be provided an addendum to their existing distributor agreement to include ThinSTAR by Neoware product line. If you are a new Neoware distributor, please contact us at 1-800-NEOWARE or +1 610-277-8300.
   
   
3. What is the status of outstanding purchase orders placed with NCD for ThinSTAR product?
   
   All outstanding ThinSTAR orders will be fulfilled.
   
   
4. How will the current marketing commitments/promotions be handled?
   
   NCD will be responsible for all marketing programs for units delivered before the transaction is completed, and in Europe, the Middle East and Africa after the transaction is completed. Neoware will be responsible for all marketing programs for ThinSTAR units delivered after the transaction is completed in the Americas, Asia-Pacific and emerging markets.