Exhibit 10.5  AMENDED CHANGE IN
CONTROL SEVERANCE
AGREEMENT  AGREEMENT made as of May 26, 2010 by
and between Insignia Systems, Inc., a Minnesota corporation (the “Company”),
and A. Thomas Lucas (the “Executive”).  WHEREAS, the
Company, as a publicly held corporation, recognizes the possibility of a change
in control of the Company, and that such possibility and the uncertainty and
questions which it may raise could result in Executive leaving the Company or
in distraction of Executive in the performance of Executive’s duties to the
detriment of the Company and its shareholders; and  WHEREAS, it is in the best interests of the Company
and its shareholders to encourage the availability of Executive’s services to
parties who may in the future acquire control of the Company and to provide an
incentive for Executive to remain with the Company during any period of
uncertainty leading up to a change in control;  WHEREAS, based
on the foregoing, the Company wishes to provide that, in the event of a change
in control of the Company, Executive will receive certain benefits if Executive’s
employment by the Company ceases for certain reasons within a specified period
following the change in control;  NOW, THEREFORE, in consideration of
the foregoing and the provisions of this Agreement, the parties hereto agree as
follows:  1.General Provisions. This Company shall pay Executive a
lump sum severance payment if Executive ceases to be employed by the Company
within two years following a Change in Control (as defined below) for certain
reasons specified in this Agreement. Nothing in this Agreement alters the “at
will” nature of Executive’s employment by the Company. This means that either
before or after a Change in Control, either the Company or the Executive may
terminate Executive’s employment by the Company, either with or without cause,
for any reason or no reason. This Agreement relates only to whether Executive
shall be entitled to certain severance payments following cessation of
employment. No right to severance payments shall arise under this Agreement
unless and until there occurs a Change in Control.  2.Definition of Change in Control. For purposes of this
Agreement, a “Change in Control” shall be considered to occur if any of the
following occurs after the date of this Agreement:  (a)
 the closing of the sale of all
  or substantially all of the assets of the Company;(b)
 the closing of a merger,
  consolidation or corporate reorganization of the Company which results in the
  stockholders of the Company immediately prior to such event owning less than
  50% of the combined voting power of the Company’s capital stock immediately
  following such event;(c)
 the acquisition by any person
  (or persons who would be considered a group under the federal securities
  laws) who as of the date of this Agreement own less than 25% of the voting
  power of the Company’s outstanding voting securities, of beneficial ownership
  of securities representing 40% or more of the combined voting power or the
  Company’s then outstanding securities; or(d)
 the election to the Company’s
  board of directors of persons who constitute a majority of the board of
  directors and who were not nominated for election by the board of directors
  as part of a management slate.


---



3.Amount of Severance Payment.If a Change in Control occurs
after the date of this Agreement and Executive subsequently ceases to be
employed by the Company prior to the second anniversary of the Change in
Control, then the Company shall pay Executive a lump sum severance payment equal
to twenty-four (24) months of Executive’s base salary which was in effect
immediately prior to the Change in Control. The Company shall be entitled to
deduct from the lump sum severance payment any amounts which the Company is
required by law to withhold from such a payment.  Payment
due under this Agreement shall be made on the 60th day after
Executive’s termination of employment, except that if Executive is then a “key
employee” of the Company, as defined in Section 409A of the Internal Revenue
Code, payment shall be made on the date which is six months after termination
of employment, or to his heirs upon his death if earlier; provided, however,
that no payment shall be made unless Executive has first delivered to the
Company the Release described in Section 11, and the Release has not been
rescinded during any applicable rescission period.  4.Circumstances in Which Severance Shall Not Be Paid.
Notwithstanding the provisions of Section 3 above, the Company shall not be
obligated to make any lump sum severance payment under this Agreement if,
following a Change in Control, Executive ceased to be employed by the Company
due to:  (a)
 Executive’s death or
  disability;(b)
 termination of Executive by the
  Company for Cause (as defined below); or(c)
 resignation by Executive for
  any reason other than a Good Reason (as defined below), including retirement.
  For purposes of this Section 4, the following defined terms
have the meanings indicated:  “Cause” means termination by the
Company of Executive’s employment due to:  (1)conviction of a felony;  (2)the willful and continued failure of Executive to perform his essential
duties; or  (3)gross misconduct which is materially injurious to the Company;  provided, however, that
the matters referred to in clause (2) or (3) shall not be deemed to constitute “Cause”
unless the Company has first given Executive written notice specifying the
conduct by Executive that constitutes such failure or gross misconduct and
Executive has failed to remedy the same to the reasonable satisfaction of the
Company’s Board of Directors.   2


---



“Good Reason” shall mean any of the following, unless
Executive gives his or her prior written consent:  (1)
 the assignment to Executive of any duties inconsistent
  with Executive’s status or position with the Company, or a substantial
  reduction in the nature or status of Executive’s responsibilities from those
  in effect immediately prior to the Change in Control;(2)
 a reduction by the Company in Executive’s annual base
  salary in effect immediately prior to the Change in Control;(3)
 the relocation of the Company’s principal executive
  offices to a location more than fifty miles from Minneapolis, Minnesota or
  the Company requiring Executive to be based anywhere other than the Company’s
  principal executive offices, except for required travel on the Company’s
  business to an extent substantially consistent with Executive’s prior
  business travel obligations;(4)
 the failure by the Company to continue to provide
  Executive with benefits at least as favorable to those enjoyed by Executive
  under any of the Company’s pension, life insurance, medical, health and
  accident, disability, deferred compensation, incentive awards, incentive
  stock options, or savings plans in which Executive was participating at the
  time of the Change in Control, the taking of any action by the Company which
  would directly or indirectly materially reduce any of such benefits or
  deprive Executive of any material fringe benefit enjoyed at the time of the
  Change in Control, or the failure by the Company to provide Executive with
  the number of paid vacation days to which Executive is entitled at the time
  of the Change in Control, provided, however, that the Company may amend any
  such plan or programs as long as such amendments do not reduce any benefits
  to which Executive would be entitled upon termination; or(5)
 any termination of Executive’s employment which is not
  made pursuant to a Notice of Termination satisfying the requirements in
  Section 5 below.
  5.Notice of Termination. Any termination of Executive’s
employment by the Company or by Executive shall be communicated by written
Notice of Termination to the other party hereto in accordance with the notice
provisions of Section 6. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which indicates the specific facts and
circumstances claimed to provide the basis for termination.  6.Method of Giving Notice. All notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered or certified mail, return receipt requested, postage pre-paid,
addressed to the last known residence address of the Executive, or in the case
of the Company, to its principal office to the attention of each of the then
directors of the Company with a copy to its Secretary, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.  7.Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the parties. No waiver by either party
thereto at any time of any breach by the other party to this Agreement, or of
compliance with any condition or provision of this Agreement to be performed by
such other party, shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or similar time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement. This Agreement shall be governed by the laws of
the State of Minnesota. This Agreement supersedes all prior agreements on this
subject matter.  3


---



8.Arbitration of Disputes. Any and all disputes between the parties relating to this Agreement or any alleged breach of this Agreement shall be resolved by binding arbitration held in the City of Minneapolis pursuant to the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. In the event that Executive is determined by the arbitrator to be the prevailing party in such an arbitration, the arbitrator shall award Executive, as an additional element of damages, his or her attorneys fees and legal expenses actually incurred in the enforcement of this Agreement and in the arbitration proceeding. Judgment on the arbitration award may be entered by any court having jurisdiction.  9.Successors. This Agreement shall be binding upon and inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto.  10.Exclusive Benefits. The benefits provided by this Agreement are in lieu of all other severance, change in control, or similar benefits payable to Executive due to termination following a Change in Control.  11.Release. As a condition to receiving any benefits under this Agreement, Executive shall be required to deliver a standard release to the Company releasing the Company and its shareholders, directors, officers, employees, agents and affiliates from any and all claims relating to Executives employment and termination of employment.  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.  EXECUTIVE:
     
     INSIGNIA SYSTEMS, INC./s/ A. Thomas Lucas
     
     By
     / s/ Scott DrillA. Thomas LucasIts
     CEO
       4


---