Exhibit 10.12

May 17, 2000

Mr. Ed Golderer
4032 Hain Drive
Lafayette Hill, PA 19444

Dear Ed:

Neoware is pleased to offer you the position of Vice President of North American
Sales and Marketing, reporting to me.

The base salary for this position is $4615.39 payable every two weeks. Because
we believe that all employees should work toward the same goals and benefit from
the Company's success, Neoware is pleased to grant you options to purchase
75,000 shares of stock in the Company with an exercise price equal to the
closing price on your first day of employment, as detailed in the Employee Stock
Option Agreement. These are five-year options and will vest over four years,
with twenty five percent of the options vesting on each of your first four
anniversaries.

You understand that this letter is not an Employment Agreement, and that you are
an employee at will. This means that employment and compensation can be
terminated with or without cause, and with or without notice, at any time, at
the option of either Neoware or yourself, except as otherwise provided by law.
Should your employment be terminated as a result of a change in control of the
Company after your first six months of employment, Neoware will agree to
continue to pay your base salary for a period of six months from the date of
termination. You will be provided with three weeks of vacation, health,
disability and life insurance. A summary of Neoware's benefits package is
enclosed. Detailed information will be provided to you on your first day of
employment. You agree to sign appropriate non-disclosure and non-solicitation
agreements.

In your capacity as VP of North American Sales and Marketing you will be
responsible for sales, marketing and business development for Neoware's thin
client products within the United States, Canada and Mexico. Your goal for sales
of thin clients shall be $3.3 million for Q4, FY00, $3.5 million for Q1, FY01,
$4.7 million for Q2, FY01, $5.3 million for Q3 FY01, and $6.0 million for Q4
FY01.

In addition to your base salary, you will receive a bonus of $5,000 in any
quarter in which sales meet or exceed 90% of your quarterly sales goal, which
may be adjusted from time to time at the sole discretion of the Company's CEO.
You will be eligible for a bonus of 1.5% of revenue for incremental sales above
your goal in any given quarter, plus an additional bonus of $5,000 in any
quarter in which you meet or exceed 100% of your sales goal and the Company is
profitable. For Q1 and Q2 of FY01 this requirement for profitability shall be
waived.

We are excited about your joining us as a key member of our team, and believe
that you'll be a great addition as we build our business.

Very truly yours,                                 Accepted

Neoware Systems, Inc.                             Date:
                                                        ---------------------


Michael Kantrowitz                                Ed Golderer
President and CEO