AT THE COMPANY

Edward C. Callahan, Jr.                                        Vincent T. Dolan
President and CEO                                                    VP and CFO
610-277-8300                                                       610-277-8300


November 24, 1999

                              NEOWARE SYSTEMS, INC.

         King of Prussia, PA, (November 24, 1999) -- Neoware Systems, Inc.
(Nasdaq: NWRE) reported today that it received notification from Nasdaq that
based upon the Company's Form 10-Q for the period ending September 30, 1999, it
no longer meets the minimum net tangible asset requirement for continued listing
on the Nasdaq National Market. The Nasdaq Staff has therefore determined to
delist the Company's securities from the National Market effective upon the
close of business on November 30, 1999. Pursuant to Nasdaq procedure, the
Company has decided to appeal Nasdaq's decision. The Company's request for an
appeal will suspend the Company's delisting pending a decision by the Nasdaq
Listing Qualifications Panel. In addition, the Company is considering various
alternatives for the trading of its securities, including a Nasdaq SmallCap
Market listing.
         The Nasdaq notification also stated that the Nasdaq Staff believes the
transaction previously announced by the Company to acquire the business of MTX,
Inc. of Raleigh, North Carolina requires the combined company to meet Nasdaq's
initial listing requirements in order for its securities to be listed on the
National Market. Nasdaq further noted that the combined company may not meet the
initial listing requirements. The Company also plans to appeal Nasdaq's
classification of the transaction as one requiring the combined company to file
a new listing application.
         The agreement between the Company and MTX requires as a closing
condition that the shares of Neoware common stock issuable in the transaction be
approved for listing on the Nasdaq National Market. The Company is unable to
predict at this time whether its efforts to remain listed will be successful or,
if not, whether MTX will waive this closing condition.


About Neoware

         Neoware's products are "thin client" Windows-based terminals designed
to allow access to Windows applications running on multi-user Windows NT
servers. They are designed as alternatives to dumb terminals or personal
computers, offering lower up-front and administrative costs. Neoware's products
are designed primarily to run Windows applications via a server such as
Microsoft Windows NT Terminal Server Edition or Citrix WinFrame. More
information about Neoware can be found on the Web at http://www.neoware.com or
via email at info@neoware.com. Neoware is based in King of Prussia, Pa.

For Neoware Investors

         This release contains forward-looking statements that are within the
meaning of the Private Securities Litigation Reform Act of 1995 that are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those in such forward looking statements. Forward looking
statements include those relating to determinations of the NASDAQ Listing
Qualifications Panel, consummation of the MTX transaction and the effect of
actions taken by other parties. The words "believe", "expect", "intend",
"anticipate", variations of such words, and similar expressions identify
forward-looking statements, but their absence does not mean that the statement
is not forward-looking. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date of this release.
The Company undertakes no obligation to update publicly any forward-looking
statements to reflect new information, events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events.