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, Keith
D. Schneck, Executive Vice President and Chief Financial Officer 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.




Keith D. Schneck
- --------------------
Keith D. Schneck
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
May 15, 2003


A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.