NEOWARE SYSTEMS INC
EXHIBIT 10.9
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<DESCRIPTION>EXHIBIT 10.9
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Exhibit 10.9


     [GRAPHIC OMITTED]        Neoware Systems, Inc.
                              400 Feheley Drive
                              King of Prussia, PA 19406
                              1.610.277.8300:voice
                              1.610.275.5739:fax
                              www.neoware.com



                                                     January 20, 1999


Mr. Vincent T. Dolan
265 Aldrin Drive
Ambler, PA 19002

Dear Vince:

I am pleased to offer you the position Chief Financial Officer (CFO) for Neoware
Systems, Inc. reporting directly to me. The Board of Directors, the other
officers and I are convinced that you possess the skills, experience, and
business acumen to make significant contributions to Neoware in its quest to be
a major force in the thin client computing paradigm.

The position of CFO is an executive officer position at Neoware. The
compensation plan for such a position has three components: a base salary, an
executive officer bonus, and options for Neoware common stock.

The CFO enjoys a biweekly salary of $4,615.39 (which would annualize to
$120,000.00). The CFO position also enjoys three weeks of annual vacation earned
on a pro rata basis over the course of the year.

The outline of the current FY99 bonus program is as follows. The officer's bonus
pool is funded by fixed percentages applied against both revenue and operating
income, with the major emphasis being on revenue. The CFO enjoys a 12.5% share
of that pool which pays out 100% upon achieving the annual goals. Pay out,
contingent upon Neoware generating annual positive operating income in the
fiscal year, begins at 75% of the annual revenue goal and pay out is leveraged
by 30% above the annual revenue goal without limitation.

I am also pleased to make available to you, contingent upon the approval of the
Compensation and Stock Committee of the Board of Directors, 50,000 options to
purchase Neoware common stock (NWRE). The price of those options is fixed at a
price equal to the fair market value of the common stock on the first day of
your employment. These options will vest in four equal annual amounts commencing
one year from the date of the grant.

In addition, in the event of a change of control in the ownership of the company
and if you are not offered continued employment by the successor corporation
Neoware would provide up to nine months of salary and benefit continuation. This
continuation will be no less than three months, but would cease at three months
if individual members of the Board of Directors have been successful in
assisting you in finding employment within the broad family of Safeguard
Companies or elsewhere.

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Enclosed for your perusal is a summary of the benefits program offered by
Neoware Systems to all of its employees. We believe it to be very competitive
for a company of our size. Details will be provided on the first day of your
employment.

Upon starting your employment at Neoware you will be expected to sign certain
documents bounding your behavior while an employee of Neoware and governing your
behavior should you no longer be an employee of Neoware. The former is for
protection of our intellectual property and proprietary information. The latter
restricts you from being employed by any of our direct competitors for a period
of twenty-four months and from hiring any of Neoware's employees for a similar
period.

This offer is for at will employment and is valid through January 20, 1999.
Please sign this document where indicated below and return it to me as soon as
possible. I trust that you will start your employment as soon as possible and no
later than February 1, 1999.

Vince, I am genuinely excited by the prospect of our working together again and
by the value you bring to Neoware. Together with the other officers and
employees of Neoware we have an opportunity to make a difference in the
computing architecture deployed by major corporations throughout the world.






---------------------------------                  -----------------------------
 Accepted by Vincent T. Dolan                                 Start date




Sincerely,




Edward C. Callahan, Jr.
President and CEO


Delivered by Fax


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