NEOWARE SYSTEMS INC
EXHIBIT 10.16
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-16.txt
<DESCRIPTION>EXHIBIT 10.16
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.16

                          REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of July 10,
2003 by and among Neoware Systems, Inc., a Delaware corporation (the "Company")
and the persons listed as the Investors on the signature pages hereto (the
"Investors"), and each person or entity that subsequently becomes a party to
this Agreement pursuant to, and in accordance with, the provisions of Section 11
hereof (collectively, the "Permitted Transferees" and each individually a
"Permitted Transferee").

         WHEREAS, pursuant to a securities purchase agreement (the "Securities
Purchase Agreement"), dated as of the date hereof, the Company has agreed to
issue and sell to the Investors, and each Investor has agreed to purchase from
the Company, shares (the "Shares") of the Company's authorized but unissued
common stock, $0.001 par value per share (the "Common Stock"); and

         WHEREAS, the terms of the Securities Purchase Agreement provide that it
shall be a condition precedent to the closing of the transactions thereunder for
the Company and the Investors to execute and deliver this Agreement.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:

         1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following respective meanings:

         "Board" shall mean the board of directors of the Company.

         "Closing" shall mean the Initial Closing under the Securities Purchase
Agreement.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and all of the rules and regulations promulgated thereunder.

         "Holder" shall mean, collectively, the Investors and the Permitted
Transferees; provided, however, that the term "Holder" shall not include any of
the foregoing that ceases to own or hold any Registrable Securities.

         "Qualifying Holder" shall have the meaning ascribed thereto in Section
11 hereof.

         "Registrable Securities" shall mean the Shares issued to the Investors
pursuant to the Securities Purchase Agreement, and shall include any shares of
the Company's Common Stock issued with respect to the Registrable Securities as
a result of any stock split, stock dividend, recapitalization, exchange or
similar event; provided, however, that all Registrable Securities shall cease to
be Registrable Securities once they have been sold pursuant to a registration
statement.


<PAGE>

         "Rule 144" shall mean Rule 144 promulgated under the Securities Act and
any successor or substitute rule, law or provision.

         "SEC" shall mean the Securities and Exchange Commission.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
all of the rules and regulations promulgated there under.

         2. EFFECTIVENESS. This Agreement shall become effective and legally
binding upon the Closing.

         3. MANDATORY REGISTRATION.

              (a) Within thirty (30) days after the Closing (or, if the date
that is thirty (30) days after the Closing is not a business day, the next
business day immediately following such date), the Company will prepare and file
with the SEC a registration statement on Form S-3 or any successor form (except
that if the Company is not then eligible to register for resale the Registrable
Securities on Form S-3, then such registration shall be on Form S-1 or any
successor form) for the purpose of registering under the Securities Act all of
the Registrable Securities for resale by, and for the account of, the Holders as
selling stockholders thereunder (the "Registration Statement"). The Registration
Statement shall permit the Holders to offer and sell, on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act, any or all of the
Registrable Securities. The Company agrees to use commercially reasonable
efforts to cause the Registration Statement to become effective as soon as
practicable (which shall include using commercially reasonable efforts to
respond to any comments of the SEC in respect of the Registration Statement
within fifteen (15) business days following receipt thereof). The Company shall
use its best efforts to keep the Registration Statement effective until such
date that is the earlier of (i) the date when all of the Registrable Securities
registered thereunder shall have been sold or (ii) two (2) years after the
Closing, subject to extension as set forth below (such date is referred to
herein as the "Mandatory Registration Termination Date"). Thereafter, the
Company shall be entitled to withdraw the Registration Statement and the Holders
shall have no further right to offer or sell any of the Registrable Securities
pursuant to the Registration Statement (or any prospectus relating thereto). In
the event the right of the selling Holders to use the Registration Statement
(and the prospectus relating thereto) is delayed or suspended pursuant to
Sections 4(c) or 10 hereof, if the events described in subsection (a)(i) or (ii)
have not yet occurred, the Company shall be required to extend the Mandatory
Registration Termination Date by the same number of days as such delay or
Suspension Period (as defined in Section 10 hereof), provided that such delay is
not the result of the Holders' failure or delay to furnish information required
under Section 5 hereof.

              (b) In the event that the Registration Statement is not filed with
the SEC within thirty (30) days after the Closing (or, if the date that is
thirty (30) days after the Closing is not a business day, the next business day
immediately following such date), or the Company fails to use its commercially
reasonable efforts to respond to any comments of the SEC in respect of the
Registration Statement within fifteen (15) business days following receipt
thereof, the Company will issue to all Investors, for no additional
consideration, an additional 1.0% of the Shares sold to each such Investor. For
every additional thirty (30) days that the Company continues to be delayed from
filing the Registration Statement with the SEC or continues to fail to use its
commercially reasonable efforts to respond to any comments of the SEC in respect
of the Registration Statement, the Company will issue to all Investors, for no
additional consideration, an additional 1.0% of the Shares sold to each such
Investor; provided, however, that in no event shall the amount of additional
shares issued by the Company to the Investors pursuant to this Section 3(b)
exceed a maximum of an additional 3.0% of the Shares sold to each such Investor.


<PAGE>

              (c) Within three (3) business days after a Registration Statement
that covers applicable Registrable Securities is declared effective by the SEC,
the Company shall deliver, or shall cause legal counsel to deliver, to the
transfer agent for such Registrable Securities (with copies to the Holders whose
Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in
substantially the form attached hereto as Exhibit B.

         4. OBLIGATIONS OF THE COMPANY. In connection with the Company's
obligation under Section 3 hereof to file the Registration Statement with the
SEC and to use commercially reasonable efforts to cause the Registration
Statement to become effective, the Company shall:

              (a) Prepare and file with the SEC, as expeditiously as reasonably
practicable, such amendments and supplements to the Registration Statement and
the prospectus used in connection therewith as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement;

              (b) Promptly furnish to the selling Holders such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents (including, without
limitation, prospectus amendments and supplements as are prepared by the Company
in accordance with Section 4(a) above) as the selling Holders may reasonably
request in order to facilitate the disposition of such selling Holder's
Registrable Securities;

              (c) Promptly notify the selling Holders, at any time when a
prospectus relating to the Registration Statement is required to be delivered
under the Securities Act, of the occurrence of any event as a result of which
the prospectus included in or relating to the Registration Statement contains an
untrue statement of a material fact or omits any fact necessary to make the
statements therein not misleading in light of the circumstances in which they
are made; and, thereafter, the Company will promptly prepare (and, when
completed, give notice to each selling Holder) a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading in light of the circumstances in which they are made;
provided that upon such notification by the Company, the selling Holders will
not offer or sell Registrable Securities until the Company has notified the
selling Holders that it has prepared a supplement or amendment to such
prospectus and delivered copies of such supplement or amendment to the selling
Holders (it being understood and agreed by the Company that the foregoing
proviso shall in no way diminish or otherwise impair the Company's obligation to
promptly prepare a prospectus amendment or supplement as above provided in this
Section 4(c) and deliver copies of same as above provided in Section 4(b)
hereof);


<PAGE>

              (d) Use commercially reasonable efforts to register and qualify
the Registrable Securities covered by the Registration Statement under such
other securities or Blue Sky laws of such jurisdictions as shall be reasonably
appropriate in the opinion of the Company and the managing underwriters, if any,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business, to file a general consent to
service of process or to become subject to any material tax in any such states
or jurisdictions, and provided further that (notwithstanding anything in this
Agreement to the contrary with respect to the bearing of expenses) if any
jurisdiction in which any of such Registrable Securities shall be qualified
shall require that expenses incurred in connection with the qualification
therein of any such Registrable Securities be borne by the selling Holder, then
the selling Holders shall, to the extent required by such jurisdiction, pay
their pro rata share of such qualification expenses; and

              (e) Promptly after a sale of Registrable Securities pursuant to
the Registration Statement (assuming that no stop order is in effect with
respect to the Registration Statement at the time of such sale), the Company
shall cooperate with the selling Holder and provide the transfer agent for the
Common Stock with such instructions and legal opinions as may be required in
order to facilitate the issuance to the purchaser (or the selling Holder's
broker) of new unlegended certificates for such Registrable Securities.

         5. FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement that
the selling Holders shall furnish to the Company such information regarding them
and the securities held by them as the Company shall reasonably request and as
shall be required in order to effect any registration by the Company pursuant to
this Agreement.

         6. EXPENSES OF REGISTRATION. All expenses incurred in connection with
the registration of the Registrable Securities pursuant to this Agreement
(excluding underwriting, brokerage and other selling commissions and discounts),
including without limitation all registration and qualification and filing fees,
printing, and fees and disbursements of counsel for the Company, shall be borne
by the Company.

         7. DELAY OF REGISTRATION. The Holders shall not take any action to
restrain, enjoin or otherwise delay any registration as the result of any
controversy which might arise with respect to the interpretation or
implementation of this Agreement.


<PAGE>

         8. INDEMNIFICATION AND CONTRIBUTION.

              (a) To the extent permitted by law, the Company will indemnify and
hold harmless each selling Holder, any investment banking firm acting as an
underwriter for the selling Holder, any broker/dealer acting on behalf of any
selling Holder and each officer and director of such selling Holder, such
underwriter, such broker/dealer and each person, if any, who controls such
selling Holder, underwriter or broker/dealer within the meaning of the
Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement, in any preliminary
prospectus or final prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading in light of the
circumstances in which they are made; and will reimburse such selling Holder,
such underwriter, broker/dealer or such officer, director or controlling person
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section 8(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, damage, liability or
action to the extent that it arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in connection
with the Registration Statement, any preliminary prospectus or final prospectus
relating thereto or any amendments or supplements to the Registration Statement
or any such preliminary prospectus or final prospectus, in reliance upon and in
conformity with written information furnished expressly for use in connection
with the Registration Statement or any such preliminary prospectus or final
prospectus by the selling Holder, any underwriter for them or controlling person
with respect to them. This Section 8(a) shall not inure to the benefit of any
selling Holder with respect to any person asserting loss, damage, liability or
action as a result of a selling Holder selling Registrable Securities during a
Suspension Period (as defined in Section 10 hereof) or selling in violation of
Section 5(c) of the Securities Act.

              (b) To the extent permitted by law, each selling Holder will
severally and not jointly indemnify and hold harmless the Company, each of its
officers and directors, each person, if any, who controls the Company within the
meaning of the Securities Act, any investment banking firm acting as underwriter
for the Company or the selling Holder, or any broker/dealer acting on behalf of
the Company or any other selling Holder, and all other selling Holders against
any losses, claims, damages or liabilities to which the Company or any such
director, officer, controlling person, underwriter, or broker/dealer or other
selling Holder may become subject to, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any untrue or alleged untrue statement
of any material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances in which they are made, in each case to the extent and only to the
extent that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, in any preliminary
prospectus or final prospectus relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, in reliance upon and in conformity with written information
furnished by such selling Holder expressly for use in connection with the
Registration Statement or any preliminary prospectus or final prospectus related
thereto; and such selling Holders will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter, broker/dealer or other selling Holder in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the liability of each selling Holder hereunder shall be
limited to the gross proceeds (net of underwriting discounts and commissions, if
any) received by such selling Holder from the sale of Registrable Securities
covered by the Registration Statement; and provided, further, however, that the
indemnity agreement contained in this Section 8(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of those selling Holder(s) against
which the request for indemnity is being made (which consent shall not be
unreasonably withheld).


<PAGE>

              (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and, to the extent the indemnifying party desires, jointly with
any other indemnifying party similarly noticed, to assume at its expense the
defense thereof with counsel mutually satisfactory to the indemnifying parties
with the consent of the indemnified party (which consent will not be
unreasonably withheld, conditioned or delayed). In the event that the
indemnifying party assumes any such defense, the indemnified party may
participate in such defense with its own counsel and at its own expense,
provided, however, that the counsel for the indemnifying party shall act as lead
counsel in all matters pertaining to such defense or settlement of such claim
and the indemnifying party shall only pay for such indemnified party's expenses
for the period prior to the date of its participation on such defense. The
failure to notify an indemnifying party promptly of the commencement of any such
action, if materially prejudicial to his ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 8 to the extent of such prejudice, but the omission so to notify
the indemnifying party will not relieve him of any liability which he may have
to any indemnified party otherwise other than under this Section 8.

              (d) Notwithstanding anything to the contrary herein, without the
prior written consent of the indemnified party, the indemnifying party shall not
be entitled to settle any claim, suit or proceeding unless in connection with
such settlement the indemnified party receives an unconditional release with
respect to the subject matter of such claim, suit or proceeding and such
settlement does not contain any admission of fault by the indemnified party.

              (e) In order to provide for just and equitable contribution under
the Securities Act in any case in which (i) the indemnified party makes a claim
for indemnification pursuant to Section 8 hereof but is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that the express provisions of Section 8 hereof provide for indemnification
in such case, or (ii) contribution under the Securities Act may be required on
the part of any indemnified party, then the Company and the applicable selling
Holder shall contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the applicable
selling Holder on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 8(e) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 8(e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 8 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


<PAGE>

         Notwithstanding any other provision of this Section 8(e), in no event
shall (i) any selling Holder be required to undertake liability to any person
under this Section 8(e) for any amounts in excess of the dollar amount of the
gross proceeds to be received by the selling Holder from the sale of such
selling Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Registration Statement under
which such Registrable Securities are or were to be registered under the
Securities Act and (ii) any underwriter be required to undertake liability to
any person hereunder for any amounts in excess of the aggregate discount,
commission or other compensation payable to such underwriter with respect to the
Registrable Securities underwritten by it and distributed pursuant to the
Registration Statement.

         9. REPORTS UNDER THE EXCHANGE ACT. With respect to each Holder, from
the date of Closing until the date on which all of the Registrable Securities
that such Holder owns or has the right to acquire become freely transferable
under Rule 144(k) promulgated under the Securities Act, the Company agrees to
use its best efforts: (i) to make and keep public information available, as
those terms are understood and defined in the General Instructions to Form S-3,
or any successor or substitute form, and in Rule 144, (ii) to file with the SEC
all reports and other documents required to be filed by an issuer of securities
registered under Sections 13 or 15(d) of the Exchange Act, and (iii) if such
filings are not available via EDGAR, to furnish to such Holder as long as the
Holder owns or has the right to acquire any Registrable Securities prior to the
applicable termination date described above, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents so filed
by the Company under Sections 13 or 15(d) of the Exchange Act as may be
reasonably requested in availing such Holder of any rule or regulation of the
SEC permitting the selling of any such Registrable Securities without
registration.

         10. DEFERRAL AND LOCK-UP. Notwithstanding anything in this Agreement to
the contrary, if the Company shall furnish to the selling Holders a certificate
signed by the President and Chief Executive Officer of the Company stating that
the Board has made the good faith determination (i) that continued use by the
selling Holders of the Registration Statement for purposes of effecting offers
or sales of Registrable Securities pursuant thereto would require, under the
Securities Act, disclosure in the Registration Statement (or the prospectus
relating thereto) of material, nonpublic information concerning the Company, its
business or prospects or any proposed transaction involving the Company, (ii)
that such disclosure would be premature and would be adverse to the Company, its
business or prospects or any such proposed transaction or would make the
successful consummation by the Company of any such transaction significantly
less likely and (iii) that it is therefore essential to suspend the use by the
Holders of such Registration Statement (and the prospectus relating thereto) for
purposes of effecting offers or sales of Registrable Securities pursuant
thereto, then the right of the selling Holders to use the Registration Statement
(and the prospectus relating thereto) for purposes of effecting offers or sales
of Registrable Securities pursuant thereto shall be suspended for a period (the
"Suspension Period") of not more than 60 days after delivery by the Company of
the certificate referred to above in this Section 10. During the Suspension
Period, none of the Holders shall offer or sell any Registrable Securities
pursuant to or in reliance upon the Registration Statement (or the prospectus
relating thereto). The Company may not exercise this right more than two times
in each year after the Closing.


<PAGE>

         11. TRANSFER OF REGISTRATION RIGHTS. None of the rights of any Holder
under this Agreement shall be transferred or assigned to any person unless (i)
such person is a Qualifying Holder (as defined below), (ii) such person agrees
to become a party to, and bound by all of the terms and conditions of, this
Agreement by duly executing and delivering to the Company an Instrument of
Adherence in the form attached as Exhibit A hereto, (iii) the transfer or
assignment is made in accordance with the applicable requirements of the
Securities Purchase Agreement and (iv) following the transfer or assignment, the
further disposition of the Registrable Securities by such person is restricted
under the Securities Act and applicable state securities laws. For purposes of
this Section 11, the term "Qualifying Holder" shall mean, with respect to any
Holder, (a) any corporation, partnership or other affiliated entity controlling,
controlled by, or under common control with, such Holder, or any partner or
former partner, if such Holder is a partnership, or (b) any other direct
transferee from such Holder of at least 50% of those Registrable Securities held
or that may be acquired by such Holder. None of the rights of any Holder under
this Agreement shall be transferred or assigned to any person (including,
without limitation, a Qualifying Holder) that acquires Registrable Securities in
the event that and to the extent that such Person is eligible to resell such
Registrable Securities pursuant to Rule 144(k) of the Securities Act.

         12. ENTIRE AGREEMENT. This Agreement constitutes and contains the
entire agreement and understanding of the parties with respect to the subject
matter hereof, and it also supersedes any and all prior negotiations,
correspondence, agreements or understandings with respect to the subject matter
hereof.

         13. MISCELLANEOUS.

              (a) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware, and shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors or assigns, provided that the terms and
conditions of Section 11 hereof are satisfied. This Agreement shall also be
binding upon and inure to the benefit of any transferee of any of the
Registrable Securities provided that the terms and conditions of Section 11
hereof are satisfied. Notwithstanding anything in this Agreement to the
contrary, if at any time any Holder shall cease to own all of its Registrable
Securities, all of such Holder's rights under this Agreement shall immediately
terminate.


<PAGE>

              (b) (i) Any notices, reports or other correspondence (hereinafter
collectively referred to as "correspondence") required or permitted to be given
hereunder shall be sent by courier (overnight or same day) or telecopy or
delivered by hand to the party to whom such correspondence is required or
permitted to be given hereunder. The date of giving any notice shall be the date
of its actual receipt.

              (ii) All correspondence to the Company shall be addressed as
follows:

                   Neoware Systems, Inc.
                   400 Feheley Drive
                   King of Prussia, PA 19406
                   Attention: Keith D. Schneck, Executive Vice President & CFO
                   Telecopier: (610) 275-5739

                   with a copy to:

                   McCausland, Keen & Buckman
                   Radnor Court, Suite 160
                   259 North Radnor-Chester Road
                   Radnor, PA 19087
                   Attention: Nancy D. Weisberg, Esq.
                   Telecopier: (610) 341-1099

              (iii) All correspondence to any Holder shall be sent to the
address set forth on such Holder's signature page hereto (or, in the case of a
Permitted Transferee, such Permitted Transferee's Instrument of Adherence
hereto).

              (iv) Any party may change the address to which correspondence to
it is to be addressed by notification as provided for herein.

              (c) The parties acknowledge and agree that in the event of any
breach of this Agreement, remedies at law may be inadequate, and each of the
parties hereto shall be entitled to seek specific performance of the obligations
of the other parties hereto and such appropriate injunctive relief as may be
granted by a court of competent jurisdiction.

              (d) This Agreement may be executed in a number of counterparts,
each of which together shall for all purposes constitute one Agreement, binding
on all the parties hereto notwithstanding that all such parties have not signed
the same counterpart.

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.


NEOWARE SYSTEMS, INC.


By:__________________________________
Name:  Keith D. Schneck
Title: Executive Vice President & CFO



                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.


NEOWARE SYSTEMS, INC.


By:___________________________________
Name: Keith D. Schneck
Title: Executive Vice President & CFO

INVESTOR:

Print Name of Investor:

_______________________________________


By:____________________________________
Name:
Title:

Investor's Address and Fax Number for Notice:

_______________________________________

_______________________________________

_______________________________________




                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                                    EXHIBIT A

                             INSTRUMENT OF ADHERENCE

Reference is hereby made to that certain Registration Rights Agreement, dated as
of July 9, 2003, among Neoware Systems, Inc., a Delaware corporation (the
"Company") and the Investors and the Permitted Transferees, as amended and in
effect from time to time (the "Registration Rights Agreement'). Capitalized
terms used herein without definition shall have the respective meanings ascribed
thereto in the Registration Rights Agreement.

The undersigned, in order to become the owner or holder of, or have the right to
acquire, _______ shares of Registrable Securities, hereby agrees that, from and
after the date hereof, the undersigned has become a party to the Registration
Rights Agreement in the capacity of a Permitted Transferee, and is entitled to
all of the benefits under, and is subject to all of the obligations,
restrictions and limitations set forth in, the Registration Rights Agreement
that are applicable to Permitted Transferees. This Instrument of Adherence shall
take effect and shall become a part of the Registration Rights Agreement
immediately upon execution.

Print Name of Permitted Transferee:

_______________________________________


By:____________________________________
Name:
Title:

Permitted Transferee's Address and Fax Number for Notice:

_______________________________________

_______________________________________

_______________________________________


Accepted:

Neoware Systems, Inc.


By:_____________________________________
Name:
Title:

Date:___________________________________


<PAGE>


                                    EXHIBIT B

            FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT

[Transfer Agent]


Re: Neoware Systems, Inc.

Ladies and Gentlemen:

We are counsel to Neoware Systems, Inc., a Delaware corporation (the "Company"),
and have represented the Company in connection with: (i) that certain Securities
Purchase Agreement (the "Securities Purchase Agreement") entered into by and
among the Company and the Purchasers named therein (the "Purchasers") pursuant
to which the Company issued the Purchasers shares of the Company's Common Stock,
par value $0.001 per share. Pursuant to the Securities Purchase Agreement, the
Company has also entered into a Registration Rights Agreement with the Holders
named therein (the "Registration Rights Agreement") pursuant to which the
Company has agreed, among other things, to register the Registrable Securities
(as defined in the Registration Rights Agreement), under the Securities Act of
1933, as amended (the "1933 Act"). In connection with the Company's obligations
under the Registration Rights Agreement, on July 9, 2003, the Company filed a
Registration Statement on Form [S-3/S-1] (File No. 333-____) (the "Registration
Statement") with the Securities and Exchange Commission (the "SEC") relating to
the Registrable Securities which names each of the Holders as a selling
stockholder thereunder.

In connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the 1933 Act at [time of effectiveness]
on [date of effectiveness] and we have no knowledge, after telephonic inquiry of
a member of the SEC's staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Registrable Securities are available for resale
under the 1933 Act pursuant to the Registration Statement.

Very truly yours,

MCCAUSLAND, KEEN & BUCKMAN




cc:  [Holders]



</TEXT>
</DOCUMENT>
