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PROMISSORY NOTE               $70,000             JULY 1, 1998





1. OBLIGATION - For value received, the undersigned, David Winterburn 
   ("Borrower") hereby promises to pay to the order of Insignia Solutions 
   Inc., a Delaware corporation (the "Company") on or before January 10, 2002 
   (except as provided below), at the Company's principal place of business 
   at 41300 Christy Street, Fremont, California 94538, or at such other place 
   as the Company may direct, the principal sum of Seventy Thousand Dollars 
   ($70,000) (except as provided below), together with interest on the unpaid 
   principal balance as calculated in paragraph 3 below.

2. FORGIVENESS - Provided the Borrower becomes and remains an employee of the 
   Company, unpaid principal due and payable under this Note shall be 
   forgiven by Seventeen Thousand Five Hundred Dollars ($17,500) on January 
   10, 1999, and by Seventeen Thousand Five Hundred Dollars ($17,500) each 
   January 10 thereafter up to and including January 10, 2002. 

3. INTEREST - Interest will accrue throughout the duration of the Note on the 
   unpaid portion of the principal balance of the Note at US Prime Rates as 
   detailed in The Wall Street Journal; such interest to be calculated on a 
   simple interest basis, using a calendar year of 365 days. All accrued 
   interest payable is to be paid by the Borrower to the Company on the dates 
   principal is forgiven as detailed under paragraph 2. above.

4. REPAYMENT - Notwithstanding the provisions of paragraph 1 above, if (a) 
   Borrower fails to become an employee of the Company by September 1, 1998 
   all unpaid principal and accrued interest shall be due and payable by the 
   Borrower to the Company on September 30, 1998; or (b) Borrower becomes an 
   employee of the Company but Borrower's employment with the Company is 
   terminated for any reason before January 10, 2002, all unpaid principal 
   and accrued interest  (except principal forgiven under paragraph 2 above) 
   shall be due and payable by the Borrower to the Company 30 days after such 
   termination.

5. DEFAULT; ACCELERATION OF OBLIGATION -   Borrower will be deemed to be in 
   default under this Note and the principal sum of this Note, together with 
   all interest accrued thereon, will immediately become due and payable in 
   full: (a) upon the failure of Borrower to make any payment when due under 
   this Note; (b) upon the filing by or against Borrower of any voluntary or 
   involuntary petition in bankruptcy or any petition for relief under the 
   federal bankruptcy code or any other state or federal law for the relief 
   of debtors; or (c) upon the execution by Borrower of an assignment for the 
   benefit of creditors or the appointment of a receiver, custodian, trustee 
   in bankruptcy or similar party to take possession of Borrower's assets or 
   property.

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6. REMEDIES - Upon any default of Borrower under this Note, all remaining 
   principal and accrued interest under this Note shall bear interest at the 
   maximum rate then allowed under Article XV of the Constitution of the 
   State of California, the Company will have, in addition to its rights and 
   remedies under this Note, full recourse against any real, personal, 
   tangible or intangible assets of Borrower, and the Company may pursue any 
   legal or equitable remedies that are available to it.

7. PAYMENT - Borrower may prepay principal and/or interest due under this 
   Note at any time without penalty.  Unless otherwise agreed in writing by 
   the Company, all payments will be made in lawful tender of the United 
   States and will be applied first to the payment of accrued interest, and 
   the remaining balance of such payment, if any, will then be applied to the 
   payment of principal.

8. TAX CONSEQUENCES - Borrower acknowledges that he is responsible for and 
   shall bear any and all tax consequences arising from the loan evidenced by 
   this Note.

9. GOVERNING LAW; WAIVER - The validity, construction and performance of this 
   Note will be governed by the internal laws of the State of California, 
   excluding that body of law pertaining to conflicts of law.  Borrower 
   hereby waives presentment, notice of nonpayment, notice of dishonor, 
   protest, demand and diligence.

10. ATTORNEYS' FEES - If suit is brought for collection of this Note, the 
   prevailing party shall be entitled to recover its attorneys' fees, court 
   costs and litigation expenses in such proceeding.  "Prevailing party" as 
   used in this paragraph means any party who agrees to dismiss an action 
   upon payments by the other party of sums alleged to be owed.

IN WITNESS WHEREOF, Borrower has executed this Note as of the date first above
written.



                                        /s/ David Winterburn
                                        --------------------
                                          David Winterburn

ACCEPTED:

Insignia Solutions Inc.


BY: /s/ Stephen M. Ambler
    ---------------------
      Stephen M. Ambler