EXHIBIT 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the Securities Act),
provides that if any part of a registration statement at the time such part
becomes effective contains an untrue statement of a material fact or an omission
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, any person acquiring a security pursuant to
such registration statement (unless it is proved that at the time of such
acquisition such person knew of such untruth or omission) may sue, among others,
every accountant who has consented to be named as having prepared or certified
any part of the registration statement, or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with respect to the statement in such registration statement, report or
valuation which purports to have been prepared or certified by the accountant.

This Form 10-K is incorporated by reference into Neoware Systems, Inc filings on
Form S-8 Nos. 33-93942, 333-20185, 333-56298, 333-102878, 333-107970 and
333-107974 and on Form S-3 Nos. 333-85490 and 333-107858 (collectively, the
Registration Statements) and, for purposes of determining any liability under
the Securities Act, is deemed to be a new registration statement for each
Registration Statement into which it is incorporated by reference.

On July 23, 2002, Neoware dismissed Arthur Andersen LLP as its independent
auditor and appointed KPMG LLP to replace Arthur Andersen. Andersen has informed
us that its policy is not to provide consents if the engagement partner and the
manager for the company's audit are no longer with Andersen. Both the engagement
partner and the manager for the Neoware audit are no longer with Andersen. As a
result, Neoware has been unable to obtain Andersen's written consent to the
incorporation by reference into the Registration Statements of its audit report
with respect to Neoware's financial statements as of June 30, 2001 and for the
year then ended. Under these circumstances, Rule 437a under the Securities Act
permits Neoware to file this Form 10-K without a written consent from Arthur
Andersen. As a result, however, Arthur Andersen will not have any liability
under Section 11(a) of the Securities Act for any untrue statements of a
material fact contained in the financial statements audited by Andersen or any
omissions of a material fact required to be stated therein. Accordingly, you
would be unable to assert a claim against Andersen under Section 11(a) of the
Securities Act for any purchases of securities under the Registration Statements
made on or after the date of this Form 10-K. To the extent provided in Section
11(b)(3)(C) of the Securities Act, however, other persons who are liable under
Section 11(a) of the Securities Act, including the Company's officers and
directors, may still rely on Andersen's original audit reports as being made by
an expert for purposes of establishing a due diligence defense under Section
11(b) of the Securities Act.