Exhibit 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Neoware Systems, Inc. (the "Company")
on Form 10-Q for the quarter ended December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Vincent
T. Dolan, Vice President - Finance and Administration of the Company, certify,
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
         material respects, the financial condition and result of operations of
         the Company.

/S/ Vincent T. Dolan
--------------------
Vincent T. Dolan
Chief Financial Officer
(Principal Financial Officer)
February 14, 2003









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