Exhibit 10.8
                       MICROWARE SYSTEMS CORPORATION
                          1995 STOCK OPTION PLAN


1.   PURPOSE.  The purpose of this Stock Option Plan (the "Plan") is to 
     enable Microware Systems Corporation (the "Company") to attract and 
     retain people of initiative and ability as employees, advisors and 
     directors and to provide additional incentives to these individuals.  
     Reference hereinafter to "employee" shall also include advisors and non-
     employee directors.  Reference to "employment" shall also include service 
     as an advisor or member of the board of directors of the Company.

2.   SHARES SUBJECT TO THE PLAN.  Subject to adjustment as provided below and 
     in Paragraph 7, the shares to be offered under the Plan shall consist of 
     Common Stock of the Company ("Shares").  The total number of Shares that 
     may be issued under the Plan shall not exceed 1,720,000 (determined as of 
     July 14, 1997) Shares.  If an option right granted under the Plan 
     expires, terminates or is canceled, the unissued Shares subject to such 
     option shall again be available under the Plan.

3.   EFFECTIVE DATE AND DURATION OF PLAN.

        (a)Effective Date.  The Plan shall become effective as of April 1, 
           1995.  However, no option granted under the Plan shall become 
           exercisable until the Plan is approved by the affirmative vote of 
           the  holders of a majority of the Common Stock of the Company 
           represented at a shareholders' meeting at which a quorum is 
           present; any awards under the Plan prior to such approval shall be 
           conditioned on and subject to such approval.  Subject to this 
           limitation, options may be granted under the Plan at any time after 
           the Effective Date and before termination of the Plan.

       (b)Duration.  The Board of Directors may at any time suspend or 
          terminate the Plan.  Unless previously terminated by the Board, this 
          Plan shall terminate on March 31, 2005.  The rights and obligations  
          under any option granted while the Plan is in effect shall not be 
          altered or impaired by suspension or termination of the Plan, except
          by the consent of the person to whom the option was granted.

4.   ADMINISTRATION. The Plan shall be administered by the Compensation 
     Committee of the Board of Directors of the Company (the "Committee"), 
     who, during the one-year period prior to the time of exercising 
     discretion in administering the Plan (but only after the Company first 
     registers its Common Stock under the Exchange Act) and during the one-
     year period after exercising such discretion (but only after the Company 
     first registers its Common Stock under the Exchange Act), have not 
     received awards under the Plan.  The Committee shall determine and 
     designate from time to time the employees to whom awards shall be made, 
     the amount of the awards and the other terms and conditions of the 
     awards, except that only the Board of Directors may amend or terminate 
     the Plan as provided in Paragraphs 3 and 10.  Subject to the provisions 
     of the Plan, the Committee may from time to time adopt and amend rules 
     and regulations relating to administration of the Plan, advance the lapse 
     of any waiting period, accelerate any exercise date, waive or modify any 
     restriction applicable to Shares (except those restrictions imposed by 
     law) and make all other determination in the judgment of the Committee 
     necessary or desirable for the administration of the Plan.  The 
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     interpretation and construction of the provisions of the Plan and related 
     agreements by the Committee shall be final and conclusive.  The Committee 
     may correct any defect or supply any omission or reconcile any 
     inconsistency in the Plan or in any related agreement in the manner and 
     to the extent it shall deem expedient to carry the Plan into effect, and 
     it shall be the sole and final judge of such expediency.

5.   ELIGIBILITY.  Any awards may be made to employees of the Company, 
     including advisors and directors of the Company; provided, however, no 
     member of the Committee shall be eligible for selection as a person to 
     whom awards may be made.  The Committee shall select the employees to 
     whom awards shall be made.  The Committee shall specify the action taken 
     with respect to each employee to whom an award is made under the Plan. At 
     the discretion of the Committee, an employee may be given an election to 
     surrender an award in exchange for the grant of a new award.

     The number of Shares underlying options granted in a fiscal year to each 
     executive officer whose compensation is subject to reporting on the 
     Company's annual proxy statement (an "Executive Officer") shall not exceed 
     200,000 shares for any fiscal year during which he or she becomes or 
     serves as an Executive Officer.

6.   OPTION GRANT.

       (a)Grant.  The Committee has the authority and discretion to grant 
          options under the Plan.  With respect to each option grant, the 
          Committee shall determine the number of Shares subject to the 
          option, the option price, the period of the option, and the time or 
          times at which the option may be exercised.  In addition, the 
          Committee may provide for any further restrictions or provisions in 
          the option agreement which it deems appropriate.  Options shall be 
          either Incentive Stock Options or Nonstatutory Stock Options.  
          Incentive Stock Options shall meet all of the requirements of this 
          Paragraph 6.  Nonstatutory Options shall meet the requirements of 
          Subparagraphs (c) through (g) of this Paragraph 6.

       (b)Incentive Stock Option.  Incentive Stock Options ("ISOs") shall be 
          subject to the following terms and conditions.  (For the purposes of 
          this Subparagraph 6(b), references to "employee" shall not include 
          advisors or non-employee directors; only common law employees may 
          receive ISOs.)

          (i)ISOs may be granted under the Plan to an employee possessing more 
            than 10% percent, directly or by attribution, of the total 
            combined voting power of all classes of stock of the Company only 
            if the option price is at least 110% of the fair market value of 
            the Shares subject to the option on the date it is granted, as 
            described in Subparagraph 6(b)(iii), and the option by its terms 
            is not exercisable after the expiration of five years from the 
            date it is granted.


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          (ii)  Subject to the Subparagraph 6(b)(i) and 6(c), ISOS granted 
           under the Plan shall continue in effect for the period fixed by  
           the Committee, except that no ISO shall be exercisable after the 
           expiration of ten years from the date it is granted.

          (iii) The option price per shall be determined by the Committee at 
            the time of grant.  Subject to Subparagraph 6(b)(i), the option 
            price shall not be less than 100% of the fair market value of the 
            Shares covered by the ISO at the date the option is granted.  The 
            fair market value shall be determined by the Committee, or 
            procedures established by the Committee.

          (iv) No ISO shall be granted on or after the tenth anniversary of
            the Effective Date of the Plan.

       (c)Exercise of Options.  Except as provided in Subparagraph 6(f), no 
          option granted under the Plan may be exercised unless at the time of 
          such exercise the optionee is employed by the Company and shall have 
          been so employed continuously since the date such option was 
          granted.  Absence on leave or on account of illness or disability 
          under rules established by the Committee shall not, however, be 
          deemed an interruption of employment for this purpose.  Except as 
          provided in Subparagraphs 6(f), 6(h) and 6(i), and Paragraphs 7 and 
          8, options granted under the Plan may be exercised from time to time 
          over the period stated in each option in such amounts and at such 
          times as shall be prescribed by the Committee, provided that options 
          shall not be exercised for fractional shares.  Unless otherwise 
          determined by the Committee, if the optionee does not exercise an 
          option in any one year with respect to the full number of Shares to 
          which the optionee is entitled in that year, the optionee's rights 
          shall be cumulative and the optionee may purchase those Shares in 
          any subsequent year during the term of the option.

       (d)Nontransferability.  Each stock option granted under the Plan by its 
          terms shall be nonassignable and nontransferable by the optionee, 
          either voluntarily or by operation of law, except by will or by the 
          laws of descent and distribution of the state or country of the 
          optionee's domicile at the time of death, and each option by its 
          terms shall be exercisable during the optionee's lifetime only by 
          the optionee.

       (e)Vesting.  Options granted under the Plan shall vest according to 
          such schedule as the Committee may prescribe at the time of grant, 
          which may include full and immediate vesting. Reference to "option" 
          in this Plan means all vested and non-vested options.

       (f)Termination of Employment or Death.
          With respect to ISOs.

          (i) Subject to Subparagraphs 6(h) and 6(i), if the employment of an 
             employee is terminated, any then outstanding stock option held by 
             the employee shall be exercisable, in accordance with the 
             provision of the stock option agreement, by such employee at any 
             time prior to the expiration date of such stock option or within 
             three months after the date of termination of employment, 
             whichever is the shorter period.

          (ii) Subject to Subparagraph 6(i), and notwithstanding the 
             provisions of (f)(i), if the employee's employment is terminated 
             because of a disability described in Section 422(c)(6) of the 
             Internal Revenue Code ("Disability"), any then outstanding stock 
             option held by the employee shall be exercisable, in accordance 
             with the stock option agreement, by such employee at any time 

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             prior to the expiration of such option agreement or within one 
             year after the date of termination of employment, whichever is 
             the shorter period.  Whether an optionee has a Disability shall 
             be determined in each case, in its discretion, by the Committee, 
             and any such determination by the Committee shall be final and 
             binding.

          (iii) Notwithstanding the provisions of (f)(i), if the employee 
             dies, any then outstanding stock option held by such employee on 
             the date of death shall be exercisable, in accordance with the 
             provisions of the stock option agreement, by the duly appointed 
             representative of the employee's estate at any time prior to the 
             expiration of such option agreement or within one year after the 
             date of death, whichever is the shorter period.

         If a termination under (f)(d) or (iii) occurs, any unvested portion 
         of the option held by the employee shall become vested, provided that 
         the aggregate value of Shares with respect to which any ISO first 
         becomes exercisable in the calendar year of the termination of 
         employment does not exceed $100,000.  If the value of Shares that 
         become fully vested under an ISO exceed $100,000, the excess shall be 
         treated as stock subject to a Nonstatutory Stock Option.  For 
         purposes of the $100,000 limitation, the fair market value of the 
         Shares on the date the ISO was granted shall be used in determining 
         the value of the Shares.

         With respect to Nonstatutory Options:

         The Committee may specify in the option agreement what restrictions 
         will apply in the event of termination of employment.

         For all options issued hereunder, to the extent that the option of 
         any deceased optionee or any optionee whose employment terminates is 
         not exercised within the applicable period, all further rights to 
         purchase Shares pursuant to such option shall cease and terminate.

       (g)Purchase of Shares.  Unless the Committee determines otherwise, 
         Shares may be acquired pursuant to an option granted under the Plan 
         only upon receipt by the Company of notice in writing from the 
         optionee of the optionee's intention to exercise, specifying the 
         number of Shares as to which the optionee desires to exercise the 
         option and the date on which the optionee desires to complete the 
         transaction, and if required in order to comply with the Securities 
         Act of 1933, as amended, containing a representation that it is the 
         optionee's present intention to acquire the Shares for investment and 
         not with a view toward distribution.  Unless the Committee determines 
         otherwise, on or before the date specified for completion of the 
         purchase of Shares pursuant to an option, the optionee must have paid 
         the Company the full purchase price of such shares in cash.  No 
         Shares shall be issued until full payment therefor has been made.  If 
         the Company is required to withhold on account of any of any present 
         or future tax imposed as a result of an exercise, the Company shall 
         so notify the optionee and the optionee shall be required to pay all 
         such withholding in cash as a condition to the receipt of shares.  
         The Shares shall contain any restrictions required by the option 
         agreement unless the Committee determines otherwise.
 
       (h)Termination For Cause.  For all options issued hereunder, if the 
         Company terminates the employment of an optionee for cause, all 

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         outstanding stock options held by the optionee at the time of such 
         termination shall automatically terminate unless the Committee 
         notifies the optionee that the options will not terminate.  A 
         termination "for cause" shall be defined under each written option 
         agreement.  Whether and when a termination of employment is a 
         termination "for cause" shall be determined in each case, in its 
         discretion, by the Committee, and any such determination by the 
         Committee shall be final and binding.

          (i)Violation of Other Agreement.  For all options issued hereunder, 
            if an optionee violates any confidentiality, non-solicitation or 
            non-competition agreement with the Company, all outstanding stock 
            options held by the optionee at the time of such violation shall 
            automatically terminate unless the Committee notifies the optionee 
            that the options will not terminate.  Whether and when any such 
            agreement is violated shall be determined in each case, in its 
            discretion, by the Committee, and any such determination by the 
            Committee shall be final and binding.

7.   CHANGES IN CAPITAL STRUCTURE.  If the outstanding shares of Common Stock 
     of the Company are hereafter increased or decreased or changed into or 
     exchanged for a different number or kind of shares or other securities of 
     the Company or of another corporation by reason of any reorganization, 
     merger, consolidation, plan of exchange, recapitalization, 
     reclassification, stock split, combination of shares or dividend payable 
     in shares, appropriate adjustment shall be made by the Committee in the 
     number and kind of shares available for awards under the Plan, provided 
     that this Paragraph 7 shall not apply with respect to transactions 
     referred to in Paragraph 8.  In addition, the Committee shall make 
     appropriate adjustment in the number and kind of shares as to which 
     outstanding options, or portions thereof then unexercised, shall be 
     exercisable, to the optionee's proportionate interest is maintained as 
     before the occurrence of such event.  The Committee may also require that 
     any securities issued in respect of or exchange for Shares issued 
     hereunder that are subject to restrictions be subject to restrictions.  
     Notwith-standing the foregoing, the Committee shall have no obligation to 
     effect any adjustment that would or might result in the issuance of 
     fractional shares, and any fractional shares resulting from any 
     adjustment may be disregarded or provided for in any manner determined by 
     the Committee.  Any such adjustments made by the Committee shall be 
     conclusive.


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8.   SPECIAL ACCELERATION IN CERTAIN EVENTS.

       (a)Special Acceleration.  Notwithstanding any other provisions of the 
          Plan, option agreements issued under the Plan may (but need not) 
          provide for a special acceleration ("Special Acceleration") of 
          options outstanding under such agreement with the effect set forth 
          in Subparagraph 8(b) at any time when the shareholders of the 
          Company approve one of the following ("Approved Transactions"):
 
          (i) Any consolidation, merger, plan of exchange, or transaction 
             involving the Company ('Merger') in which the Company is not the 
             continuing or surviving corporation or pursuant to which the 
             Common Stock of the Company would be converted into cash, 
             securities or other property, other than a Merger involving the 
             Company in which the holders of the Common Stock of the Company 
             immediately prior to the Merger have the same proportionate 
             ownership of common stock of the giving corporation after the 
             Merger; or

           (ii) Any sale, lease, exchange, or other transfer (in one 
             transaction or a series of related transactions) of all or 
             substantially all of the assets of the Company or the adoption of 
             any plan or proposal for the liquidation or dissolution of the 
             Company.

       In addition, option agreements issued under the Plan may (but need not) 
       provide for a Special Acceleration in the event a "person", within the 
       meaning of Section 13(d) of the Exchange Act, becomes the beneficial 
       owner (as defined in Rule 13d-3 under the Exchange Act), directly or 
       indirectly, in one or more transactions, of shares of Common Stock of 
       the Company representing 50% or more of the total number of votes that 
       may be cast by all stockholders of the Company voting as a single 
       class, without the approval or consent of the Board of Directors. 

     (b)Effect on Outstanding Options.  Except as provided below in this 
       Subparagraph 8(b), upon a Special Acceleration pursuant to Subparagraph 
       8(a), all options then outstanding under the Plan and subject to such 
       acceleration shall immediately become exercisable in full during the 
       remainder of their terms; provided, the Committee may, in its sole 
       discretion, provide a 30-day period prior to an Approved Transaction 
       during which such optionees shall have the right to exercise options, 
       in whole or in part, without any limitation on exercisability, and upon 
       the expiration of such 30-day period all such unexercised options shall 
       immediately terminate.

9.   CORPORATE MERGERS, ACQUISITIONS, ETC.  The Committee may also grant 
     options under the Plan having terms, conditions and provisions that vary 
     from those specified in this Plan, provided that any such awards are 
     granted in substitution for, or in connection with the assumption of, 
     existing options, issued by another corporation and assumed or otherwise 
     agreed to be provided for by the Company pursuant to or by reason of a 
     transaction involving a corporate merger, consolidation, plan of 
     exchange, acquisition of property or stock, separation, reorganization or 
     liquidation to which the Company is a party.

10.  AMENDMENT OF PLAN.  The Board of Directors may at any time, and from time 
     to time, modify or amend the Plan in such respects as it shall deem 
     advisable because of changes in the law while the Plan is in effect or 
     for any other reason.  Except as provided in Subparagraphs 6(f), 6(g), 
     6(h) or 6(i), or Paragraphs 7 and 8, however, no change is an award 

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     already granted shall be made without the written consent of the holder 
     of such award.

11.  APPROVALS.  The obligations of the Company under the Plan are subject to 
     the approval of state and federal authorities or agencies with 
     jurisdiction in the matter.  The Company will use its best efforts to 
     take steps required by state and federal law or applicable regulations, 
     including rules and regulations of the Securities and Exchange Commission 
     and any stock exchange or trading system on which this Company's shares 
     may then be listed or admitted for trading, in connection with grants 
     under the Plan.  The foregoing notwithstanding, the Company shall not be 
     obligated to issue or deliver Common Stock under the Plan if such 
     issuance or delivery would violate applicable state or federal securities 
     laws.

12.  EMPLOYMENT RIGHTS.  Nothing in the Plan or any award pursuant to the Plan 
     shall confer upon any employee any right to continued service with the 
     Company or shall interfere in any way with the right of the Company to 
     terminate such employee's service at anytime, for any reason, with or 
     without cause, or to increase or decrease such employee's compensation or 
     benefits.

13.  RIGHTS AS A SHAREHOLDER.  The recipient of any award under the Plan shall 
     have no rights as a shareholder with respect to any Shares until the date 
     of issue to the recipient of a stock certificate for such shares.  Except 
     as otherwise provided in the Plan, no adjustment shall be made for 
     dividends or other rights for which the record date is prior to the date 
     such stock certificate is issued.


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