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                                                                   Exhibit 10.5


THIS WARRANT AND THE STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND CAN BE
TRANSFERRED ONLY IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES
LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT, UNLESS, IN THE OPINION OF
COUNSEL FOR THE COMPANY OR COUNSEL FOR THE REGISTERED HOLDER (WHICH SHALL BE IN
FORM AND FROM SUCH COUNSEL AS SHALL BE REASONABLY SATISFACTORY TO THE COMPANY),
SUCH REGISTRATION IS NOT THEN REQUIRED.


                          MICROWARE SYSTEMS CORPORATION
                          COMMON STOCK PURCHASE WARRANT


         1.       ISSUANCE. In consideration of good and valuable consideration,
the receipt of which is hereby acknowledged by MICROWARE SYSTEMS CORPORATION, an
Iowa corporation (the "Company"), Roth Capital Partners, Inc., a California
corporation, or registered assigns (the "Holder") is hereby granted the right to
purchase at any time until 5:00 P.M., Pacific Coast time, on November 28, 2005
(the "Expiration Date"), 45,000 (forty-five thousand) fully paid and
nonassessable shares of the Company's Common Stock, no par value per share (the
"Common Stock") at an exercise price of $0.50 per share (the "Exercise Price")
subject to further adjustment as set forth in Section 6 hereof.

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         2.       EXERCISE OF WARRANTS. This Warrant is exercisable in whole or
in part for whole shares of the Company's Common Stock at the Exercise Price per
share of Common Stock payable hereunder, payable in cash or by certified or
official bank check. In lieu of paying cash to exercise this Warrant, the Holder
may (if the Common Stock then deliverable to Holder is either not freely
saleable by Holder or is not then registered for resale pursuant to an effective
registration statement), by designating a "cashless" exercise on the Notice of
Exercise Form, acquire a number of whole shares of the Company's Common Stock
equal to (a) the difference between (i) the Market Value of the Company's Common
Stock and (ii) the Exercise Price, multiplied by (b) the number of shares of
Common Stock purchasable under the portion of the Warrant tendered to the
Company, divided by (c) the Market Value of the Company's Common Stock. Upon
surrender of this Warrant Certificate with the annexed Notice of Exercise Form
duly executed, together with payment of the Exercise Price for the shares of
Common Stock purchased, the Holder shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. For the purposes of
this Section 2, "Market Value" shall be an amount equal to the average closing
bid price of a share of Common Stock for the five (5) business days immediately
preceding the Company's receipt of the Notice of Exercise Form duly executed.



         3.       RESERVATION OF SHARES. The Company hereby agrees that at all
times during the term of this Warrant there shall be reserved for issuance upon
exercise of this Warrant such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").



         4.       MUTILATION OR LOSS OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) receipt of
reasonably satisfactory indemnification, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant of like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void.



         5.       RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be entitled to any rights of a stockholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.



         6.       ADJUSTMENTS TO EXERCISE TERMS.

                  If the Company at any time prior to the full execution of this
         Warrant shall, by subdivision, combination, merger, spin-off,
         re-classification or like capital adjustment of the securities, change
         any of the securities to which purchase rights under this Warrant exist
         into the same or different number of securities of any class or
         classes, this Warrant shall thereafter entitle the Holder to acquire
         such number and kind of securities as would have been issuable as a
         result of such change with respect to the securities acquirable
         immediately prior to such transaction. If shares of the securities
         acquirable upon exercise of this Warrant are subdivided into a greater
         number of securities, including any stock dividend, or if such
         securities are combined into a lesser number of securities, then the
         purchase price for the securities acquirable upon exercise of this
         Warrant and the
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         securities acquirable pursuant to this Warrant shall be proportionately
         and equitably adjusted.



         7.       TRANSFER TO COMPLY WITH THE SECURITIES ACT; REGISTRATION
RIGHTS.

                  (a)      This Warrant has not been registered under the
         Securities Act of 1933, as amended, (the "Act") and has been issued to
         the Holder for investment and not with a view to the distribution of
         either the Warrant or the Warrant Shares. Neither this Warrant nor any
         of the Warrant Shares or any other security issued or issuable upon
         exercise of this Warrant may be sold, transferred, pledged or
         hypothecated in the absence of an effective registration statement
         under the Act and applicable state securities laws relating to such
         security, unless in the opinion of counsel satisfactory to the Company,
         such registrations are not required under the Act. Each certificate for
         the Warrant, the Warrant Shares and any other security issued or
         issuable upon exercise of this Warrant shall contain a legend on the
         face thereof, in form and substance satisfactory to counsel for the
         Company, setting forth the restrictions on transfer contained in this
         Section.



                  (b)      The Company agrees to file a registration statement,
         which shall include the Warrant Shares, on Form S-1 or another
         available form (the "Registration Statement"), pursuant to the Act,
         pursuant to a Registration Rights Agreement between the Company and
         Holder dated as of the date hereof (the "Registration Rights
         Agreement").



         8.       NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified,
registered or express mail, postage pre-paid. Any such notice shall be deemed
given when so delivered personally, telegraphed, telexed or sent by facsimile
transmission, or, if mailed, two days after the date of deposit in the United
States mails, as follows:



                                (i)  if the to Company, to:



                                         Microware Systems Corporation
                                         1500 Northwest 118th Street
                                         Des Moines, Iowa 50325
                                         ATTN: CFO
                                         Telephone No.: (515) 223-8000
                                         Telecopier No.: (515) 327-5528



                                (ii) if to the Holder, to:


                                         c/o Navigator Management
                                         P.O.  Box 972
                                         Road Town
                                         Tortola, British Virgin Islands
                                         Telephone No.: (284) 494-4770
                                         Telecopier No.: (284) 494-4771

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Any party may give notice in accordance with this Section to the other parties
designating another address or person for receipt of notices hereunder.



         9.       SUPPLEMENTS AND AMENDMENTS; WHOLE AGREEMENT. This Warrant may
be amended or supplemented only by an instrument in writing signed by the
parties hereto. This Warrant contains the full understanding of the parties
hereto with respect to the subject matter hereof and thereof and there are no
representations, warranties, agreements or understandings other than expressly
contained herein and therein.



         10.      GOVERNING LAW. This Warrant shall be deemed to be a contract
made under the laws of the State of California and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.



         11.      DESCRIPTIVE HEADINGS. Descriptive headings of the several
Sections of this Warrant are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.



         IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of
the 28th day of November, 2000.



                                          MICROWARE SYSTEMS CORPORATION, an
                                          Iowa corporation



                                          By:
                                             ---------------------------------
                                                Name: George E.  Leonard
                                                      Title: Executive Vice
                                                      President, Chief
                                                      Financial Officer and
                                                      Chief Operating Officer



Attest:



------------------------
Name:
Title: