Executive Vice President of Worldwide Marketing And Business Development Employment Agreement

Exhibit 10.1)


[GRAPHIC OMITTED]


February 12, 2002


Mr. Howard L. Hunger 207 Country Ridge Road Scarsdale, NY 10583


Dear Howie:


Neoware is pleased to offer you the position of Executive Vice President of Worldwide Marketing and Business Development, based in Manhattan, reporting to me.


In your capacity as Executive Vice President of Marketing and Business Development you will be responsible for all product marketing, marketing communications, third party alliances and business development for Neoware worldwide. Your objectives will be to direct Neoware's thin client product management, increase Neoware's profile with industry analysts and the press, manage and grow third party relationships, including relationships with Microsoft, IBM and Citrix, and direct business development activities. Your initial staff shall consist of eight existing Neoware team members located in Pennsylvania and New York. It is expected that your marketing and business development budget, including salaries and benefits shall be approximately five percent of Neoware's sales initially, and shall decline as a percentage of sales as sales grow.


The base salary for this position is $6730.77 payable every two weeks, and you will be eligible for four weeks of vacation. Because we believe that all employees should work toward the same goals and benefit from the Company's success, Neoware will grant to you, subject to approval by Neoware's stock option committee, options to purchase 140,000 shares of stock in the Company with an exercise price equal to the closing price on your first day of employment, as detailed in the Employee Stock Option Agreement. These are five-year options and will vest over four years, with twenty five percent of the options vesting on each of your f ...