Exhibit 32.2

                            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 annual report of Neoware Systems, Inc. (the "Company") on
Form 10-K for the year ended June 30, 2003 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Keith D. Schneck,
Executive Vice President and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

     (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 results of operations of
         the Company as of the dates and for the periods expressed in the
         Report.



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

The foregoing certification is being furnished to the Securities and Exchange
Commission pursuant to 18 U.S.C. Section 1350 as an exhibit to the Report and is
not being filed as part of the Report or as a separate disclosure document.