<PAGE>

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

                                TECHNOLOGY LICENSE 
                                          
                                        AND
                                          
                               DISTRIBUTION AGREEMENT

This Technology License and Distribution Agreement ("the Agreement") is 
entered into this _______ day of March, 1999 (the Effective Date") between 
Sun Microsystems, Inc., ("Sun") with its principal place of business at 901 
San Antonio Road, Palo Alto, California 94303 and Insignia Solutions, Plc., 
an English company with its principal place of business at 41300 Christy 
Street, Fremont, California 94538 ("Insignia").
                                          
                                      RECITALS

WHEREAS Sun wishes to license its Java-TM- Environments, while maintaining 
compatibility among Java language based products; and

WHEREAS Sun wishes to protect and promote certain trademarks used in 
connection with Java Environments; and

WHEREAS Insignia has independently developed its own implementation of 
certain Java Environments and wishes to develop and distribute to Java 
Environments licensees products incorporating elements of Sun's Java 
Environments and trademarks;

NOW THEREFORE, Sun and Insignia enter into this Agreement on the following 
terms.

1.     DEFINITIONS

1.1    "AFFILIATE(S)" means any company which as of the Effective Date or
       during the Term, Insignia directly or indirectly holds greater than
       fifty percent (50%) of the voting power at general meetings or has the
       power to appoint a majority of the directors, or otherwise directs the
       activities thereof and such companies agree in writing to be bound by
       the terms of this Agreement

1.2    "APPLET" means a Java application which (i) runs on the Java
       Environments and (ii) consists of Java byte codes executable by the Java
       Runtime Interpreter (but does not include or incorporate the Java
       Runtime Interpreter or the Java class libraries).

1.3    "APPLICATION PROGRAMMING INTERFACES" or "APIS" means the names of class
       library calls and the number and types of arguments they take in
       invoking the functionality of such class libraries.

1.4    "BUG FIXES" means correction of errors in either the Shared Part or    
       Platform Dependent Part of the Java Environments.

1.5    "EMBEDDED CLASS LIBRARIES" means Insignia's implementation of the
       Modifiable Part (excluding the Java Virtual Machine) whether modified
       wholly or in part by Insignia.

1.6    "EMBEDDED VIRTUAL MACHINE" OR "EVM" means Insignia's implementation of
       the specifications of the Java Virtual Machine (JVM) as delivered by
       Sun, which complies with the TCK, and which allows developers to run
       Java applications on target hardware or software systems.

1.7    "EXHIBIT C" means collectively Exhibits C-1 through C-n, which
       incorporate into the Agreement the specific terms and conditions for
       each Java Environments licensed hereunder.

1.8    "FCS" means first commercial shipment of a production version of a
       software or hardware product or technology.

1.9    "INSIGNIA" means both Insignia Solutions, Plc. and its corporate
       subsidiary Insignia Solutions Inc., a Delaware corporation.

1.10   "INSIGNIA DOCUMENTATION" means the materials which Insignia provides for
       use with Insignia Products.

1.11   "INSIGNIA EXTENSION(S)" means any additional Java classes developed by
       or for Insignia which: (i) are designed for use with the Java
       Environments; (ii) constitute an API for a library of computing
       functions or services; and (iii) are disclosed to third party software
       developers for the purpose of developing software which invokes such
       additional classes. The foregoing shall not apply to software
       development by Insignia subcontractors to be exclusively used by
       Insignia.


                                     1 of 26
<PAGE>

1.12   "INSIGNIA LICENSEE(S)" means Sun Licensees who are further licensed by
       Insignia to: (i) use Insignia Products in whole or in part; and (ii)
       subsequently distribute in whole or in part Insignia Products in binary
       form within such an Insignia Licensee Product either a) directly within
       such Insignia Licensee's own proprietary hardware or software product,
       or b) through the licensing of such Insignia Licensee Product(s) to OEMs
       for inclusion with a hardware or software product.

1.13   "INSIGNIA LICENSEE PRODUCT(S)" means an Insignia Licensee product into
       which an Insignia Product is implemented or integrated in whole or in
       part. An Insignia Licensee Product must: (i) have a principal purpose
       which is substantially different from that of the stand-alone Insignia
       Product; (ii) represent a significant functional and value enhancement
       to the Insignia Product; (iii) operate in conjunction with the Insignia
       Product; and (iv) not be marketed as a technology which replaces or
       substitutes for the Insignia Product or Java Environments. 

1.14   "INSIGNIA PRODUCT(S)" means any product based on the Insignia
       Technology. An Insignia Product may: (i) have a principal purpose which
       is substantially different from or similar to that of any Java
       Environments; (ii) represent a significant functional and value
       enhancement to any Java Environments; (iii) operate in conjunction with
       any Java Environments; and (iv) be marketed as a technology which
       replaces or substitutes for any Java Environments.

1.15   "INSIGNIA ROYALTIES" means, for each individual Insignia Licensee
       Product, the sum of money denominated in U.S. dollars, which is payable
       by Insignia to Sun pursuant to Section 4.2.

1.16   "INSIGNIA TECHNOLOGY" means the Embedded Virtual Machine and Embedded
       Class Libraries which implement the Sun Specifications in whole or in
       part, and related software development tools, produced by Insignia and
       marketed by Insignia and all future products or components relating
       thereto that Insignia may decide to include. 

1.17   "JAVA CLASSES" means the specific class libraries associated with each
       Java Environment defined in Exhibit C, as may be revised by Sun during
       the Term.

1.18   "JAVA ENVIRONMENT(S)" means each or all the Java Application Environment
       ("JAE"), Personal Java Environment ("pJava"), Embedded Java Environment
       ("eJava"), and future Sun Java Environments, (excluding Sun Tools),
       described in specifications from Sun, as may be introduced or revised by
       Sun during the Term, and Sun Upgrades thereto.

1.19   "JAVA PARTNER(S)" means those companies who have developed and market
       clean room Virtual Machine technologies which implement the Java Virtual
       Machine Specification in whole or in part, and who have entered into an
       agreement with Sun to distribute such technologies under the Sun
       Certified Virtual Machine Logo.

1.20   "JAVA RUNTIME INTERPRETER" means the program(s) which implement the Java
       Virtual Machine for a particular Java Environment as specified in the
       Java Virtual Machine Specification from Sun, as may be revised by Sun
       during the Term.

1.22   "LEGAL PROCEEDING" means any action, suit, litigation, arbitration
       proceeding or other proceeding of any nature (including any civil,
       criminal, administrative or appellate proceeding).

1.22   "MODIFIABLE PART" means the Sun Java Virtual Machine and those Sun
       Source Code files (and the corresponding binary code) of the Java
       Environments that are identified in Exhibit C, and additions thereto
       which Sun from time to time specifies in the Sun Source Code, or Sun
       otherwise authorizes pursuant to Exhibit D.

1.23   "NET REVENUE" means the actual revenue attributable to the EVM and Java
       Classes distributed within an Insignia Product.

1.24   "OEM" means an original equipment manufacturer of hardware and/or
       software, who integrates product into its own valued added products or
       technologies which represent a significant functional and value
       enhancement to the original products, and which are distributed through
       its established distribution channels.

1.25   "PLATFORM DEPENDENT PART" means those Sun Source Code files (and
       corresponding binary code) of the Java Environments that are not in a
       "share" directory or subdirectory.


                                     2 of 26
<PAGE>

1.26   "SUN COMMUNITY SOURCE LICENSE" or "SCSL" means a Sun Source Code license
       which can be obtained by accessing Sun's community source code website
       located at http://sunwww.ebay/software/communitysource, or such other
       url that Sun may designate from time to time.

1.27   "SUN DOCUMENTATION" means the materials which Sun provides for use with
       the Java Environments, as more particularly identified in Exhibit C, as
       may be revised by Sun during the Term.

1.28   "SCSL LICENSEE(S)" means a licensee of a Java Environments through the
       SCSL.

1.29   "SHARED PART" means those Sun Source Code files (and corresponding
       binary code) of the Java Environments that are in any "share" directory
       or subdirectory thereof, as identified within the Sun Source Code.

1.30   "STANDARD EXTENSIONS" means the additional classes and associated APIs
       specified in Exhibit C.

1.31   "SUN LICENSEE(S)" means either a TLDA Licensee or a SCSL Licensee.

1.32   "SUN CERTIFIED VIRTUAL MACHINE LOGO" means the specific Java logo
       authorized for use pursuant to a license from Sun substantially similar
       to the Trademark License.

1.33   "SUN SOURCE CODE" means the code, in whole or in part, of the Java
       Environments supplied to Insignia that is not executable by a computer
       system directly but must be converted into binary code by compilers,
       assemblers, and/or interpreters, as well as Sun Documentation, release
       notes, or other specifications that describe the content, organization,
       and structure of the Source Code included therein.

1.34   "SUN SPECIFICATION(S)" means the individual specification associated
       with each Java Environments identified in Exhibit C as may be revised by
       Sun from time to time.

1.35   "SUN TOOLS" means the TCK, and other development tools, in source or
       binary code form specified in Exhibit C, as may be revised by Sun during
       the Term.

1.36   "SUN UPGRADES" means bug fixes, modifications, variations, and
       enhancements, to the extent included in a patch or release of the Java
       Environments, which Sun generally licenses as part of the Java
       Environments.

1.37   "TECHNOLOGY COMPATIBILITY KIT" or "TCK" means the set of tests and
       requirements, and revisions thereto, associated with each Java
       Environments, that verify the compatibility of a product with such Java
       Environments, consistent with the requirements of the User's Guide.

1.38   "TERM" means the term of the Agreement as specified in Section 10.1.

1.39   "TLDA LICENSEE(S)" means a party who has executed a Technology License
       and Distribution Agreement for a Java Environments with rights to
       distribute value added products that are fully compatible with such Java
       Environments, including licensing of such products to their OEM
       customers for further integration into their own products.

1.40   "TRADEMARK LICENSE" means the separate agreement entered into by the
       parties that specifies the terms and conditions related to the use of
       trademarks, logos and branding in connection with Insignia Products, and
       when executed will be attached hereto for reference as Exhibit E.

1.41   "User's Guide" means the users guide for the TCK which Sun makes
       available to Sun Licensees to provide direction in how to run the TCK
       and properly interpret the results, as may be revised by Sun from time
       to time during the Term.

1.42   "VIRTUAL MACHINE" means an abstract specification for a computing device
       that can be implemented in different ways, in software or hardware,
       consisting of a bytecode instruction set, a set of registers, a stack, a
       garbage-collected heap, and an area for storing methods. The Virtual
       Machine developed by Sun is the Sun Java Virtual Machine, and the
       Virtual Machine developed by Insignia is the EVM.

2.     LICENSE GRANTS

2.1    SUN SOURCE CODE PRODUCT DEVELOPMENT LICENSE.

2.1.1  INSIGNIA PRODUCT DEVELOPMENT. Subject to the terms and conditions
       contained in this Agreement, Sun hereby grants to Insignia, without any
       obligation that Insignia license to Sun any Insignia Technology, a
       worldwide, non-exclusive, non-transferable license to use and modify the
       Sun Source Code and the Sun 


                                     3 of 26
<PAGE>

       Specifications for the purposes of:

       (i) porting the Sun Platform Dependent Part to any platform;

       (ii) development of Bug Fixes;

       (iii) integration of the Sun Source Code, and Bug Fixes with Insignia
       Technology and other source code of Insignia; 

       (iv) modification, replacement, and/or improvement of the Source Code
       files within the Modifiable Part; and

       (v) compiling all of the foregoing to create Insignia Products;

2.1.2  INSIGNIA PRODUCT DEVELOPMENT RESTRICTIONS. In the exercise of the rights
       granted in Section 2.1.1. above, Insignia:

       (i) must include the Shared Part, complete and unmodified (except those
       portions designated as Modifiable Part) in the Insignia Product;

       (ii) must include Insignia's implementation of a Java Runtime
       Interpreter that conforms to the OEM Java Virtual Machine Specification;

       (iii) may not modify, subset or superset the published interfaces of the
       Java Classes; 

       (iv) may not modify or extend the required public class or public
       interface declarations whose names begin with "sun", java", "javax",
       sun.hotjava", COM.sun" or their equivalents in any subsequent naming
       convention; and

       (v) may not sublicense or distribute the Sun Source Code to third
       parties, except as provided in Sections 2.4, 2.7, and 2.9.

2.1.3  BUG FIXES. Insignia will inform Sun promptly, and no later than it
       informs any third party, of any bugs identified in the Java
       Environments, and to the extent that Insignia elects to correct such
       bugs in the Java Environments, Insignia will make such Bug Fixes
       promptly available to Sun free of all restrictions as they are
       implemented.

2.1.4  PROPRIETARY RIGHTS NOTICES. 

       a) Insignia shall not remove any copyright notices, trademark notices or
       other proprietary legends of Sun or its suppliers contained on or in the
       Java Environments or Sun Documentation, and shall incorporate such
       notices in all Insignia Products and related documentation as
       applicable. Insignia shall comply with all reasonable requests by Sun to
       include additional copyright or other proprietary rights notices of Sun
       or third parties from time to time.

       b) Insignia shall incorporate its own copyright notices, trademark
       notices or other proprietary legends on or in the Insignia Products and
       all such notices or legends shall in all cases be of equal placement,
       dimension, and promotion to any such notices or legends included
       pursuant to the preceding subsection a).

2.1.5  APPLET TAGS. Any Insignia Product that reads or writes hypertext markup
       language (HTML) or standard generalized markup language (SGML) shall use
       the Document Type Definition ("DTD") as specified in Exhibit A when
       referencing the Applet tag, unless another DTD is defined for the Applet
       tag by an industry standard.

2.2    SUN SOURCE CODE RESEARCH LICENSE. 

2.2.1   Subject to the terms and conditions contained in this Agreement, Sun
       hereby grants to Insignia, without the right to sublicense, a worldwide,
       non-exclusive, non-transferable license to use and modify the Sun Source
       Code for internal research and development, to facilitate the
       development of Insignia Products. This research license is not subject
       to the restrictions set forth in Section 2.1.2 above, provided that
       Insignia may not incorporate any of the Sun Source Code or Insignia
       Technology created pursuant to this research license into Insignia
       Products or any other products.

2.2.2   If Insignia identifies any changes which are necessary to the Shared
       Part to enable porting to other plat-


                                     4 of 26
<PAGE>

       forms, Sun will make reasonable efforts to evaluate the feasibility of
       implementing such changes or reclassifying the necessary code as 
       Platform Dependent Part or Modifiable Part.
       
2.2.3  For the purposes of clarification, the restrictions in this Section 2.2
       do not apply to changes to Platform Dependent Part and to Modifiable
       Part.

2.3    SUN DOCUMENTATION LICENSE. Subject to the terms and conditions contained
       in this Agreement, Sun hereby grants to Insignia, a worldwide, non-
       exclusive, non-transferable license to use, copy, modify, translate and
       subset the Sun Documentation to create technically accurate Insignia
       Documentation associated with the Insignia Products. The foregoing shall
       not include the right to modify the Sun Specifications.

2.4    SUBLICENSING OF SUN SOURCE CODE.

2.4.1  SUBCONTRACTORS. In addition to the provisions of Section 2.9
       (Distribution License) below, Insignia may deliver and sublicense the
       Sun Source Code to third parties located in the countries specified at
       http://sunwww.ebay/software/communitysource, for the sole purpose of
       furnishing services to Insignia in connection with the rights granted in
       Section 2.1 above; provided that all such third parties shall execute
       appropriate documents acknowledging their work-made-for-hire status
       and/or effecting assignments of all intellectual property rights with
       respect to such work to Insignia or Sun, as appropriate, and undertaking
       obligations of confidentiality and non-use with respect to such work.
       Sun may, upon its request, review and approve or reject any documents
       proposed for use by Insignia prior to any use of such contractors.

2.4.2  AFFILIATES. Insignia may provide the Sun Source Code to its Affiliates
       located in those countries specified in Section 2.4.1 above, for use
       pursuant to the terms of this Agreement, provided that Insignia shall
       remain responsible for compliance with this Agreement by such
       Affiliates. 

2.5    INSIGNIA EXTENSIONS. Subject to the terms and conditions contained in
       this Agreement, Sun hereby grants to Insignia, solely for use with
       Insignia Products, a worldwide, non-exclusive, non-transferable license
       to use information gained from access to the Java Environments to
       develop Insignia Extensions, provided that:

       (i) Insignia may not include any of the Java Environments in such
       Insignia Extension;

       (ii) Insignia uses only names for Insignia Extensions that begin with
       COM.Insignia" or such other convention as Sun may reasonably require,
       and shall make commercially reasonable efforts to ensure that other
       software which Insignia develops relating to the Java Environments
       conforms to this convention;

       (iii) Insignia publishes to the industry, on a non-confidential basis
       and free of all copyright restrictions, the external specification for
       any Insignia Extension no later than the date on which Insignia first
       distributes such Insignia Extension for commercial use. Insignia must
       make available an appropriate test suite, pursuant to the same rights as
       the specification, sufficiently detailed to allow any third party
       reasonably skilled in the technology to produce implementations of the
       Insignia Extension compatible with the specification. Such test suites
       must be made available as soon as reasonably practicable but, in no
       event, later than ninety (90) days after FCS of the Insignia Extension.
       Insignia shall use its reasonable commercial efforts to clarify and
       correct the specification or the test suite upon written request by Sun.

2.5.1  Insignia agrees to refrain from enforcing any intellectual property
       rights it may have covering any external interface(s) of the Insignia
       Extension, which would prevent the implementation of such interface(s)
       by Sun or any third party. This obligation does not prevent Insignia
       from enforcing any intellectual property right it might have that would
       otherwise be infringed by an implementation of the Insignia Extension. 

2.5.2  Insignia hereby grants to Sun a non-exclusive, worldwide, fully-paid-up
       license to use an unlimited number of copies of the Insignia Extension,
       in binary form, for Sun's internal use for evaluation and demonstration
       only; and

2.5.3  Insignia agrees to negotiate in good faith with Sun the terms of a
       commercial license for the source code of the Insignia Extension.

2.6.   SUN TOOLS LICENSE GRANT. Subject to the terms and conditions contained
       in this Agreement, Sun hereby grants to Insignia, a worldwide, non-
       exclusive, non-transferable license to use the Sun Tools solely for the
       purpose of developing and testing Insignia Products and Insignia
       Licensee Products. Insignia may not sublicense the Sun Tools unless
       specifically provided in Exhibit C and Section 2.9 (Distribution
       License) below.


                                     5 of 26
<PAGE>

2.7    TCK LICENSE GRANTS.  

       a.      Subject to the terms and conditions contained in this Agreement,
               Sun hereby grants to Insignia, a worldwide, non-exclusive, non-
               transferable license to:

               (i) use the TCK in source and binary code form only  to test
               Insignia Products for compatibility with the Java Technology;

               (ii) modify the TCK to improve testing performance without
               compromising the function of the TCK as delivered by Sun, and
               subject to written approval by Sun prior to use of such modified
               TCK for compatibility testing authorized under this Agreement.

       b.      Subject to the terms and conditions contained in this Agreement,
               Sun and Insignia expressly affirm their intent to establish, as 
               soon as reasonably possible, a mechanism, satisfactory to both, 
               whereby Insignia Licensee Product(s) may be tested in accordance
               with the TCK at all stages during development and prior to 
               distribution.

2.8    CLASSIFICATION OF JAVA ENVIRONMENTS. Subject to the terms and conditions
       of the Consultation Procedures for Reclassifying Java Environments,
       attached hereto as Exhibit D, Insignia may request of Sun that certain
       specific files or groups of files be transferred from the Shared Part to
       the Modifiable Part.

2.9    DISTRIBUTION LICENSE. Subject to the terms and conditions contained in
       this Agreement, Sun hereby grants to Insignia, a non-exclusive,
       nontransferable, worldwide, right to license the Java Environments in
       whole or in part within the Insignia Product(s) (in source and/or binary
       forms) to Insignia Licensees, subject to the following:

2.9.1  Insignia Licensees may, subject to an appropriate agreement with
       Insignia, be authorized to modify such portion(s) of the Insignia
       Product(s) created by Insignia, provided that any Insignia Licensees
       shall not be authorized to modify any of the Shared Part, except as
       authorized by Sun pursuant to their SCSL. Insignia Licensees shall be
       obligated to abide by the relevant terms in this Agreement governing
       use, distribution, compatibility, and confidentiality. Insignia
       Licensees shall be authorized to subset the Insignia Product(s).

2.9.2  Insignia Licensees shall be required to enter into the SCSL for the same
       Java Environments. 

2.9.3  Insignia shall require an end user license agreement for all Insignia
       Product(s) distributed, which includes the minimum terms specified in
       Exhibit C for each Java Environment, unless it is not customary in the
       industry to include an end user license with such Insignia Products;

2.9.4  Insignia shall include the Sun Certified Virtual Machine Logo on
       Insignia Product(s) distributed hereunder, subject to the Trademark
       License, to indicate that such Insignia Products meet the applicable
       compatibility requirements specified in Section 2.11 below.

2.9.5  Insignia may release Insignia Products based on pre-FCS versions of the
       Java Environments, if clearly labeled as a pre-release version and only
       for beta testing purposes.

2.10   AUTHORIZATION OF COMMERCIAL USE. Subject to the terms and conditions of
       this Agreement, Sun hereby grants to Insignia the right to present the
       SCSL, Commercial Use Attachment, TCK Attachment and Trademark License
       specified in Exhibit F, to potential SCSL Licensees for execution by
       authorized representatives of Sun and each such potential SCSL Licensee.
       Concurrent with the foregoing, Insignia shall negotiate appropriate
       fees, royalties and license terms consistent with the rights granted
       herein with such SCSL Licensees to be paid to Insignia, subject to the
       requirement to pass-through the royalty percentages and fees to Sun
       specified in Exhibit C.

2.11   COMPATIBILITY REQUIREMENTS.

2.11.1 On an ongoing basis during the term of the Agreement, Sun will make
       available to Insignia pursuant to Section 3.1, the TCK for verifying
       that Insignia Products (and Insignia Licensee Products pursuant to
       Section 2.7), are compatible with the then-current version of the
       applicable Java Environment and Standard Extensions.

2.11.2 Each release of an Insignia Product or Insignia Licensee Product must
       pass, (in accordance with the User's Guide), the most current applicable
       TCK that was available from Sun one hundred twenty (120) days (two
       hundred forty [240] days in the case of silicon implementations) before
       FCS of such version of such Insignia 


                                     6 of 26
<PAGE>

       Product or Insignia Licensee Product. In the event that Insignia or an 
       Insignia Licensee elects to use a version of the Java Environments 
       and/or Standard Extension(s) that is newer than that which is required 
       under this Section 2.11, then Insignia agrees that Insignia Products 
       and Insignia Licensee Products will pass the TCK that corresponds to 
       such newer version.

2.11.3 Any potential bugs in a current TCK will be dealt with pursuant to the
       process specified in the Certification chapter of User's Guide.

2.11.4 Sun retains the right to require that each Insignia Licensee obtain
       certification of compatibility or verification of proper compatibility
       testing, by a third party test facility designated by Sun.

2.11.5 Upon request by Sun, Insignia shall promptly make any modifications to
       any Insignia Product necessary for it to meet the compatibility
       requirements set out in this Section 2.11.

2.11.6 Notwithstanding Section 2.1.2(i) or this Section 2.11, Insignia may
       elect to distribute its initial release of Insignia Products without
       incorporating the required Shared Part. In such event, Insignia may not
       utilize the Sun Certified Virtual Machine Logo until the forgoing
       requirements have been met. Insignia agrees to meet the foregoing
       requirements and to update all Insignia Licensees with fully compliant
       code within 60 days after Sun delivers the necessary TCK to Insignia.
       This waiver for Insignia Products shall not apply to Insignia Licensee
       Products, which must in all respects comply with the terms of the Sun
       agreement entered into pursuant to Section 2.10 above.

2.12   OWNERSHIP

2.12.1 OWNERSHIP BY SUN. Sun retains all right, title and interest in the Java
       Environments, Sun Documentation, Sun Tools, Bug Fixes, and modifications
       to the TCK and Shared Part. Insignia agrees to execute (in recordable
       form where appropriate) any instruments and/or documents as Sun may
       reasonably request to verify and maintain Sun's ownership rights in the
       foregoing, or to transfer any part of the same which may vest in
       Insignia for any reason.

2.12.2 OWNERSHIP BY INSIGNIA. Insignia retains all right, title and interest in
       the Insignia Technology, Insignia Products, Insignia Documentation,
       implementations of and/or modifications to the Modifiable Part(s), and
       any Insignia Extensions (excluding Bug Fixes to the Java Environments
       and modifications to the TCK and Shared Part), created by or for
       Insignia as authorized under the terms of this Agreement, subject to
       Sun's underlying ownership rights identified in Section 2.12.1.

2.13   NO OTHER GRANT. Each party agrees that this Agreement does not grant
       any right or license, under any intellectual property rights of the
       other party, or otherwise, except as expressly provided in this
       Agreement, and no other right or license is to be implied by or inferred
       from any provision of this Agreement or by the conduct of the parties.

2.14   In consideration for the licenses granted herein, Insignia agrees that
       for the term of this Agreement, for any product or service Insignia
       distributes that implements the Sun Specification in whole or in part,
       Insignia shall only provide Insignia Technology.

3.     SUPPORT AND UPGRADES

3.1.   INSIGNIA SUPPORT AND UPGRADES. Sun shall provide Sun Upgrades, the TCK,
       training and support to Insignia under the terms and conditions
       specified in Exhibit C, and payment terms specified in Section 4.1. The
       frequency of Sun Upgrades and the TCK shall be at Sun's sole discretion
       provided that any Sun Upgrades and the TCK will be made available to
       Insignia no later than the time that Sun makes such Sun Upgrades and the
       TCK generally available to any Java Partner and/or Sun Licensees.

3.2    CUSTOMER SUPPORT. Neither party is authorized to make any representation
       or warranty on behalf of the other party to Insignia Licensees or third
       parties. Insignia shall provide technical and maintenance support
       service for the Insignia Products (including any components that may
       contain Java Environments) to Insignia Licensees in accordance with
       Insignia's standard support practices. Sun shall not be responsible for
       providing any support directly to Insignia Licensees for the Java
       Environments or the Insignia Products. Sun shall, however, be
       responsible for providing second-level and third-level support for the
       Java Environments to Insignia, subject to the requirements of Exhibit C.

3.3    TCK TRAINING AND SUPPORT. To the extent that an Insignia Licensee
       licenses the TCK pursuant to Section 


                                     7 of 26
<PAGE>

       2.7(iii) above, Insignia shall provide training and support to each 
       such Insignia Licensee consistent with the TCK training and support 
       provided by Sun to Insignia under Section 3.1 above. The fees 
       associated with such licensing are specified in Exhibit C.
       
4.     PAYMENT

4.1    LICENSE AND SUPPORT FEES. Insignia shall pay to Sun the First Year
       Technical Support fees set forth in Exhibit C-1 within thirty (30) days
       from the Effective Date of this Agreement or as otherwise specified in
       Exhibit C.

4.2    ROYALTY PAYMENTS. 

       a) ROYALTY PAYMENTS. 

           (i) The royalty owed to Sun is calculated by multiplying the 
       Royalty Bearing Revenue times the Royalty Rate attributable to the 
       applicable Java Environments in Exhibit C-1, C-2, and C-3, incorporated 
       in the respective Insignia Licensee Product. The Royalty Bearing 
       Revenue is defined as the greater of a) [*] of Reported Revenue or b) 
       [*] of Net Revenue. Sun and Insignia agree that the Royalty Bearing 
       Revenue percentage as well as the Royalty Rate may be increased or 
       decreased by mutual consent on an annual basis.
       
           (ii)  "Reported Revenue" means revenue associated with the EVM,
       Class Libraries, Insignia Tools, Porting Fees and NRE Fees. The
       following list exemplifies items that are not included in Reported
       Revenue and do not relate to the royalty calculation: Tools supplied by
       third parties, maintenance and or support provided by Insignia, and
       other consulting services.

           (iii) Payment of royalties shall be made quarterly, shall be due
       thirty (30) days following the end of the calendar quarter to which they
       relate and shall be submitted with a written statement documenting the
       basis for the royalty calculation. No royalty buyouts or subscriptions
       may be negotiated with Insignia Licensees without the prior written
       approval of Sun, such approval not to be unreasonably withheld or
       delayed.  

       b)  COMPETITIVE BIDS. To the extent Insignia identifies a volume
       licensing opportunity which requires a reduction in the royalty rates
       specified in Exhibit C in order to be competitive with technologies
       other than the Java Environments, Sun agrees to negotiate in good faith
       with Insignia to allow Insignia to compete on such bids.

       c)  TLDA LICENSEES. Insignia shall have no obligation to pass through
       any royalties to Sun for Insignia Licensee Products distributed by a
       TLDA Licensee who is paying royalties directly to Sun for distribution
       of Insignia Licensee Products incorporating the same Java Environments.

       d)  PRICING AUDIT. Sun will have the right to audit the records of
       Insignia pursuant to Section 4.5 of this Agreement to verify that the
       relative pricing of the Java Environment as a percentage of the
       associated product and services is reasonable based upon the percentage
       value thereof, and is not priced as a loss leader.

4.3    TAXES.    All payments required by this Agreement shall be made in
       United States dollars, are exclusive of taxes, and Insignia agrees to
       bear and be responsible for the payment of all such taxes, including,
       but not limited to, all sales, use, rental receipt, personal property or
       other taxes and their equivalents which may be levied or assessed in
       connection with this Agreement (excluding only taxes based on Sun's net
       income). To the extent Insignia is required to withhold taxes based upon
       Sun's income in any country, Insignia shall provide Sun with written
       evidence of such withholding, suitable for Sun to obtain a tax credit in
       the United States.

4.4    RECORDS. Both parties shall maintain account books and records
       consistent with Generally Accepted Accounting Principles appropriate to
       their respective domicile, as may be in effect from time to time,
       sufficient to allow the correctness of the royalties required to be paid
       pursuant to this Agreement to be determined.

4.5    AUDIT RIGHTS. Each party shall have the right to audit such accounts
       upon reasonable prior notice using an independent auditor of the
       auditing party's choice (the Auditor"). The Auditor shall be bound to
       keep confidential the details of the business affairs of the audited
       party and to limit disclosure of the results of any audit to the
       sufficiency of the accounts and the amount, if any, of a payment
       adjustment that should be made. Such audits shall not occur more than
       once each year (unless discrepancies are discovered in excess of the
       five 


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.


                                     8 of 26
<PAGE>

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.

       percent (5%) threshold set forth in Section 4.6, in which case two
       consecutive quarters per year may be audited). Except as set forth in
       Section 4.6 below, the auditing party shall bear all costs and expenses
       associated with the exercise of its rights to audit.

4.6    PAYMENT ERRORS. In the event that any errors in payments shall be
       determined, such errors shall be corrected by appropriate adjustment in
       payment for the quarterly period during which the error is discovered.
       In the event of an underpayment of more than five percent (5%) of the
       proper amount owed, upon such underpayment being properly determined by
       the Auditor, the audited party shall reimburse the other party the
       amount of said underpayment and all reasonable costs and expenses
       associated with the exercise of its rights to audit, and interest on the
       overdue amount at the maximum allowable interest rate from the date of
       accrual of such obligation. In the event of any overpayment, the obliged
       party shall promptly credit the other party in such amount.

5.     ADDITIONAL AGREEMENT OF PARTIES

5.1    NOTICE OF BREACH OR INFRINGEMENT. Each party shall notify the other
       immediately in writing when it becomes aware of any breach or violation
       of the terms of this Agreement by the other party. In such case, the
       parties agree to use all reasonable efforts to resolve the breach or
       violation in good faith before resorting to other dispute resolution
       alternatives. Each party shall notify the other immediately in writing
       when either becomes aware of any potential or actual infringement by a
       third party of the Insignia Technology, the Java Environments, or either
       party's intellectual property rights therein.

5.2    JAVA PARTNERS. It is Sun's intent to maintain parity among its Java
       Partners. In addition, access to Sun personnel and to new designs and
       specifications will be made available to Java Partners on equal footing
       with respect to their applicable market focus.

6.     LIMITED WARRANTY AND DISCLAIMER

6.1    LIMITED WARRANTY. Sun represents and warrants that the media, if any, on
       which the Java Environments is recorded will be free from defects in
       materials and workmanship for a period of ninety (90) days after
       delivery. Sun's sole liability with respect to breach of this warranty
       is to replace the defective media. Except as expressly provided in this
       Section 6.1, Sun licenses the Java Environments, Sun Documentation, Sun
       Specifications, and Sun Tools to Insignia on an "AS IS" basis.

6.2    GENERAL DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, ALL OTHER
       REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF
       MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF
       THE JAVA ENVIRONMENTS, SUN TOOLS, AND SUN DOCUMENTATION ARE HEREBY
       DISCLAIMED.

6.3    LIMITATION. The limited warranty set forth in this Section 6 is
       expressly subject to Section 9.0 (Limitation of Liability).

7.     CONFIDENTIAL INFORMATION

7.1    CONFIDENTIAL INFORMATION. For the purposes of this Agreement,
       "Confidential Information" means the Insignia Technology, Insignia
       Documentation, Java Environments, Sun Tools, Sun Documentation and that
       information which relates to (i) either party's hardware or software,
       (ii) the customer lists, business plans and related information of
       either party, and (iii) any other technical or business information of
       the parties, including the terms and conditions of this Agreement and
       the Trademark License. In all cases, information which a party wishes to
       be treated as Confidential Information shall be marked as "confidential"
       or "proprietary" (or with words of similar import) in writing by the
       disclosing party on any tangible manifestation of the information
       transmitted in connection with the disclosure, or, if disclosed orally,
       designated as "confidential" or "proprietary" (or with words of similar
       import) at the time of disclosure. Sun has no obligation of
       confidentiality to Insignia with respect to Bug Fixes to the Java
       Environments, modifications to the TCK, Shared Part, or the
       specifications for any Insignia Extension.

7.2    PRESERVATION OF CONFIDENTIALITY. The parties agree that all disclosures
       of Confidential Information (as defined under Section 7.1 above) shall
       be governed by and treated in accordance with the terms of the
       Confidential Disclosure Agreement (the "CDA") attached hereto as Exhibit
       B and incorporated herein by reference, modified as follows:

7.2.1  the definition of Confidential Information shall be as set forth in
       Section 7.1 above notwithstanding any def-


                                     9 of 26
<PAGE>

       inition provided in the CDA;

7.2.2  the use of Confidential Information shall be limited to the scope of
       this Agreement;

7.2.3  the obligations of confidentiality expressed in the CDA shall extend
       three (3) years from the date of disclosure, except with respect to Sun
       Source Code and Insignia Source Code, both of which shall be held
       confidential in perpetuity unless disclosed to a third party under
       suitable confidentiality requirements; and

7.2.4  the CDA shall remain in effect for a period ending two (2) years beyond
       the term (including renewals) of this Agreement.


8.     LIMITED INDEMNITY

8.1    Sun will defend, at its expense, any Legal Proceeding brought against
       Insignia, to the extent it is based on a claim that use of the FCS or
       subsequent production version(s) of the Java Environments, Sun
       Documentation or Sun Tools is an infringement of a third party trade
       secret or a copyright in a country that is a signatory to the Berne
       Convention, and will pay all damages awarded or such settlement amount
       negotiated by Sun, attributable to such claim, provided that Insignia:
       (i) provides notice of the claim promptly to Sun; (ii) gives Sun sole
       control of the defense and settlement of the claim; (iii) provides to
       Sun, at Sun's expense, all available information, assistance and
       authority to defend; and (iv) has not compromised or settled such
       proceeding without Sun's prior written consent.

8.2    Should any Java Environments, Sun Documentation or Sun Tools or any
       portion thereof become, or in Sun's opinion be likely to become, the
       subject of a claim of infringement for which indemnity is provided under
       Section 8.1, Sun shall, in addition to the obligations specified in
       Section 8.1, as Insignia's sole and exclusive remedy, elect to: (i)
       obtain for Insignia the right to use such Java Environments; (ii)
       replace or modify the Java Environments, Sun Documentation or Sun Tools
       so that it becomes non-infringing; or if alternatives (i) or (ii) are
       not commercially practicable; (iii) accept the return of the Java
       Environments, Sun Documentation or Sun Tools and grant Insignia a refund
       of all applicable License fees required to be refunded by Insignia to
       its customers due to such infringement.

8.3    THIS SECTION 8 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO
       INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE JAVA
       ENVIRONMENTS AND SUN TOOLS. SUN SHALL HAVE NO OTHER LIABILITY WITH
       RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
       PARTY AS A RESULT OF USE, LICENSE, OR SALE OF JAVA ENVIRONMENTS OR SUN
       TOOLS.

8.4    INDEMNITY BY INSIGNIA. Except for claims for which Sun is obligated to
       indemnify Insignia under Section 8.1 or elects to indemnify under the
       Trademark License, Insignia shall defend, at Insignia's expense, any and
       all Legal Proceedings brought against Sun by third parties, and shall
       pay all damages awarded by a court of competent jurisdiction, or such
       settlement amount negotiated by Insignia, arising out of or in
       connection with Insignia Technology, Insignia's modification of the Java
       Environments or Sun Documentation, Insignia Products, or Insignia
       Extensions. Insignia's obligation to provide indemnification under this
       Section 8.5 shall arise provided that Sun: (i) provides notice of the
       claim promptly to Insignia; (ii) gives Insignia sole control of the
       defense and settlement of the claim; (iii) provides to Insignia, at
       Insignia's expense, all available information, assistance and authority
       to defend; and (iv) has not compromised or settled such proceeding
       without Insignia's prior written consent.

9.     LIMITATION OF LIABILITY

9.1    LIMITATION OF LIABILITY. Except for express undertakings to indemnify
       under this Agreement and/or breach of Sections 2.1.2, 2.4, 2.10, 7.0 or
       9.2:

9.1.1  Each party's liability to the other for claims relating to this
       Agreement, whether for breach or in tort, shall be limited to an amount
       equal to the royalties paid by such party to the other for the Java
       Environments related to the claims within the preceding twelve months
       (except for breach of an obligation to pay royalties).

9.1.2  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
       SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH OR ARISING
       OUT OF THIS 


                                     10 of 26
<PAGE>

       AGREEMENT (INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC 
       ADVANTAGE), NO MATTER WHAT THEORY OF LIABILITY, EVEN IF EITHER PARTY 
       HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES. 
       FURTHER, LIABILITY FOR SUCH DAMAGE SHALL BE EXCLUDED, EVEN IF THE 
       EXCLUSIVE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR 
       ESSENTIAL PURPOSE. The provisions of this Section 9 allocate the risks 
       under this Agreement between Sun and Insignia and the parties have 
       relied upon the limitations set forth herein in determining whether to 
       enter into this Agreement.

9.2    HIGH RISK ACTIVITIES. The Java Environments are not designed or intended
       for use in on-line control of aircraft air traffic, aircraft navigation
       or aircraft communications; or in the design, construction, operation or
       maintenance of any nuclear facility. Sun disclaims any express or
       implied warranty of fitness for such uses.

10.    TERM AND TERMINATION

10.1   TERM. The Term of this Agreement shall begin on the Effective Date and
       shall continue for a period of five (5) years, or until terminated as
       provided below. Termination is permitted either for breach of this
       Agreement, upon ninety (90) days written notice to the other party and
       an opportunity to cure within such ninety (90) day period (unless the
       breaching party is making reasonable progress toward such a cure, in
       which case the cure period may be extended by mutual agreement of the
       parties), or upon any action by Insignia alleging that use or
       distribution of the Java Environments by Sun or any Sun Licensees of the
       Java Environments, infringes a copyright or patent of Insignia.

10.2   RENEWAL. Each year for five (5) consecutive years following expiration
       of the initial five (5) year term, this Agreement shall be renewed
       automatically for successive one (1) year periods, unless Insignia
       notifies Sun of Insignia's intention not to renew in writing at least
       thirty (30) days prior to the end of such period. 

10.3   EFFECT OF EXPIRATION. Upon expiration of this Agreement, Sun shall
       retain use, under the terms of this Agreement, of the rights received
       hereunder, and Insignia shall be authorized to: (i) distribute Insignia
       Products containing the version of the Java Environments incorporated
       therein at the time of expiration, subject to Insignia's continued
       compliance with this Agreement including the TCK current at the time of
       expiration, and payment of royalties, and (ii) retain one (1) copy of
       the Sun Source Code to support Insignia Licensees having copies of
       Insignia Products. The retention by Insignia of Sun Source Code after
       expiration shall not be considered with regard to Insignia's post-
       expiration clean room development activity. All other rights of Insignia
       shall terminate upon such expiration.

10.4   EFFECT OF TERMINATION. In the event of termination of this Agreement by
       either party in accordance with Section 10.1 above, the breaching party
       shall promptly: (i) return to the other all copies of the other party's
       Technology, Documentation, and other Confidential Information of such
       party in the breaching party's possession or control; or (ii)
       permanently destroy or disable all copies of the property in the
       breaching party's possession or control, except as specifically
       permitted in writing by the non-breaching party; and (iii) provide the
       non-breaching party with a written statement certifying that the
       breaching party has complied with the foregoing obligations. All rights
       and licenses granted to the breaching party shall terminate upon such
       expiration or termination.

10.5   RETENTION OF SUN SOURCE CODE. The retention by Insignia of Sun Source
       Code after expiration or termination by Insignia, shall not give rise to
       a claim by Sun of trade secret misappropriation with regard to
       Insignia's post-termination clean room development activity.

10.6   NO LIABILITY FOR EXPIRATION OR LAWFUL TERMINATION. Neither party shall
       have the right to recover damages or to indemnification of any nature,
       whether by way of lost profits, expenditures for promotion, payment for
       goodwill or otherwise made in connection with the business contemplated
       by this Agreement, due to the expiration or permitted or lawful
       termination of this Agreement. EACH PARTY WAIVES AND RELEASES THE OTHER
       FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE
       BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS
       AGREEMENT.

10.7   NO WAIVER. The failure of either party to enforce any provision of this
       Agreement shall not be deemed a waiver of that provision. The rights of
       the parties under this Section 10.0 are in addition to any other rights
       and remedies permitted by law or under this Agreement.

                                  11 of 26

<PAGE>

10.8   SURVIVAL. The parties' rights and obligations under Sections 2.0, 4.0,
       7.0, 8.0, 9.0, 10.0, and 11.0 shall survive expiration or termination of
       this Agreement, except in the event of termination by Sun under Section
       10.1, in which case Insignia's rights under Section 2.0 (except for
       those in 2.1.4) shall not survive.

10.9   IRREPARABLE HARM. Any cure period specified in Section 10.1
       notwithstanding, the parties acknowledge that breach of Sections 2.0,
       7.0, 9.2, 11.5 and 11.8 would cause irreparable harm, the extent of
       which would be difficult to ascertain. Accordingly, they agree that, in
       addition to any other legal remedies to which a non- breaching party
       might be entitled, such party shall be entitled to obtain immediate
       injunctive relief in the event of a breach of the provisions of such
       Sections.

11.    MISCELLANEOUS

11.1   NOTICES. All written notices required by this Agreement must be
       delivered in person or by means evidenced by a delivery receipt and will
       be effective upon receipt by the persons at the addresses specified
       below.

<TABLE>

    <S>                              <C>
       Sun                                   Insignia
       Sun Microsystems, Inc.                Insignia Solutions, Inc.
       901 San Antonio Road                  41300 Christy Street
       Palo Alto, California 94303           Fremont, California 94538

       Attn.: President, Java Software       Attn.: President
       cc: General Counsel, Java Software    cc: Legal Department

</TABLE>

11.2   MARKETING AND PRESS ANNOUNCEMENTS. Each party's initial press
       announcement concerning execution of this Agreement must be reviewed by
       the other party prior to its release. Insignia hereby authorizes Sun to
       include Insignia in a published list of licensees of the Java
       Environments. Each party shall also be authorized to use the other
       party's name in advertising, marketing collateral, and customer success
       stories prepared by or on behalf of such party for the respective
       technology, subject to prior approval by the referenced party, such
       approval not to be unreasonably withheld or delayed.

11.3   LIAISON AND QUARTERLY REVIEWS. The parties shall each provide to the
       other the name, title, and contact information for an individual within
       their respective organizations. These two persons shall serve as the
       principal liaisons between the parties for the management of this
       Agreement. The liaisons shall also be responsible for coordinating
       quarterly meetings between the parties concerning the operation of the
       Agreement and any other related matters of mutual interest.

11.4   PARTIAL INVALIDITY. If any of the above provisions are held to be in
       violation of applicable law, void, or unenforceable in any jurisdiction,
       then such provisions are herewith waived or amended to the extent
       necessary for the License to be otherwise enforceable in such
       jurisdiction. However, if in either party's opinion deletion or
       amendment of any provisions of the License by operation of this
       paragraph unreasonably compromises the rights or increases the
       liabilities of such party or its licensors, that party reserves the
       right to terminate the License.

11.5   U.S. GOVERNMENT RESTRICTED RIGHTS. If Insignia is licensing a product or
       accompanying documentation to or on behalf of the U.S. Government, it
       shall be made subject to Restricted Rights", as that term is defined in
       the Federal Acquisition Regulations (FARs") in paragraph 52.227-19(c)(2),
       or its equivalent paragraph in the DOD Supplement to the FARs.
       Contractor/Manufacturer is: Sun Microsystems Inc., 901 San Antonio Road,
       Palo Alto, California 94303.

11.6   LANGUAGE. This Agreement is in the English language only, which language
       shall be controlling in all respects, and all versions of this Agreement
       in any other language shall be for accommodation only and shall not be
       binding on the parties to this Agreement. All communications and notices
       made or given pursuant to this Agreement, and all documentation and
       support to be provided, unless otherwise noted, shall be in the English
       language.

11.7   GOVERNING LAW. This Agreement is made under and shall be governed by and
       construed under the laws of the State of California, regardless of its
       choice of laws provisions.

11.8   COMPLIANCE WITH LAWS. The Java Environments and Sun Documentation,
       including technical data, is subject to U.S. export control laws,
       including the U.S. Export Administration Act and its associated
       regulations, and may be subject to export or import regulations in other
       countries. Insignia agrees to comply strictly with all such regulations
       and acknowledges that it has the responsibility to obtain such licenses
       to export, re- 


                                     12 of 26
<PAGE>

       export or import the Java Environments, Sun Documentation or Insignia 
       Products as may be required after delivery to Insignia. Insignia shall 
       make reasonable efforts to notify and inform its employees having 
       access to the Java Environments of Insignia's obligation to comply with 
       the requirements stated in this Section.

11.9   DISCLAIMER OF AGENCY. The relationship created hereby is that of
       licensor and Insignia and the parties hereby acknowledge and agree that
       nothing herein shall be deemed to constitute Insignia as a franchisee of
       Sun. Insignia hereby waives the benefit of any state or federal statutes
       dealing with the establishment and regulation of franchises. 

11.10  DELIVERY. As soon as practicable after the Effective Date, Sun shall
       deliver to Insignia one (1) copy of each of the deliverables set forth
       in Exhibit C. Insignia acknowledges that certain of the deliverables are
       in various stages of completion and agrees to accept the deliverables as
       and to the extent completed as of the date of delivery and "AS IS." In
       the event any deliverable is already in the possession or custody of
       Insignia, such item(s) shall, to the extent used in connection with the
       rights granted in Section 2.0 above, be subject to the terms of this
       Agreement, notwithstanding any pre-existing agreement or understanding
       between Insignia and Sun with respect to such items.

11.11  CONSTRUCTION. This Agreement has been negotiated by Sun and Insignia
       and by their respective counsel. This Agreement will be fairly
       interpreted in accordance with its terms and without any strict
       construction in favor of or against either party.

11.12  FORCE MAJEURE. Except for the obligation to pay money, neither party
       shall be liable to the other party for non-performance of this
       Agreement, if the non-performance is caused by events or conditions
       beyond that party's control and the party gives prompt notice under
       Section 11.1 and makes all reasonable efforts to perform.

11.13  CHANGE OF CONTROL. This Agreement may not be assigned or transferred by
       either party without the prior written consent of the other party, which
       consent shall not be unreasonably withheld or delayed, except that: (i)
       Sun may assign or transfer this Agreement to a majority-owned
       subsidiary; (i) Insignia may assign or transfer this Agreement to a
       majority-owned subsidiary which is not a direct computer hardware or
       software competitor of Sun; and (iii) Insignia may transfer this
       Agreement to an acquiror of substantially all of the assets or shares of
       Insignia provided that such acquiring entity is not a direct computer
       hardware or software competitor of Sun.

11.14  EXHIBITS.

The following are included herein by reference as integral parts of this
Agreement:

<TABLE>

        <C>                <S>
           Exhibit A -        Document Type Definition
           Exhibit B -        Confidential Disclosure Agreement
           Exhibit C -        Java Environments Specific Terms and Conditions 
           Exhibit D -        Consultation Procedures for Reclassifying Java
                              Environments
           Exhibit E -        Trademark License
           Exhibit F -        Pro forma Insignia Licensee Agreement and
                              Trademark License

</TABLE>

To the extent the terms and conditions of Exhibit C are contrary to the terms 
and conditions of this Agreement, the terms and conditions of the Exhibit C 
shall govern.

11.15  SECTION REFERENCES. Any reference contained herein to a section of this
       Agreement shall be meant to refer to all subsections of the section.

11.16  NO COMPETITIVE RESTRICTIONS. The Parties agree that nothing in this
       Agreement is intended to prohibit Insignia either party from
       independently developing or acquiring technology that is the same as or
       similar to the other party's technology, provided that Insignia does not
       do so in breach of Exhibit B to this Agreement.

11.17  COMPLETE UNDERSTANDING. This Agreement and the Exhibits hereto
       constitute and express the final, complete and exclusive agreement and
       understanding between the parties with respect to its subject matter and
       supersede all previous communications, representations or agreements,
       whether written or oral, with respect to the subject matter hereof. No
       terms of any purchase order or similar document issued by Insignia shall
       be deemed to add to, delete or modify the terms and conditions of this
       Agreement. This Agreement may not be modified, amended, rescinded,
       canceled or waived, in whole or part, except by a written instrument
       signed by the parties.


                                     13 of 26
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by 
their duly authorized representatives.


       Sun:                             Insignia:

       By: /s/ Lee Patch                By: /s/ Richard M. Noling
          -----------------------          ----------------------
                  
       Name:   Lee Patch                Name:  Richard M. Noling
            ---------------------            --------------------
              (Print or Type)                   (Print or Type)

       Title: Vice President            Title: C.E.O.
             --------------------             -------------------

       Date: March 3, 1999              Date:
            ---------------------            --------------------


                                     14 of 26
<PAGE>

                                     EXHIBIT A
                              DOCUMENT TYPE DEFINITION

     In order to ensure interoperability between all Java compliant browsers,
Sun needs to define the exact notation of applets in HTML documents. The format
of the 
           APPLET tag shall be implementation language independent and SGML 
           compliant. SGML compliance is important if the APPLET tag is to be 
           accepted as part of the HTML standard in the future.

Example:
           < applet codebase= http://java.sun.com/people/avh/classes" 
         code= BounceItem.java" width=400 height=300 >              < /applet >

The applet tag has the following attributes:
CODEBASE  The base url of the applet. The applet's code is located relative to
          this URL. If this attribute is not specified, it defaults to the
          document's URL.
CODE      The file in which the applet is located. This file is relative to base
          URL of the applet.  It cannot be absolute.
ALT       Alternate text which can be displayed by text only browsers.
NAME      The symbolic name of the applet. This name can be used by applets in
          the same page to locate each other.
WIDTH     Required attribute which specifies the initial width of the applet in
          pixels.
HEIGHT    Required attribute which specifies the initial height of the applet in
          pixels.
ALIGN     The alignment of the applet, similar to the img tag.
VSPACE    The vertical space around the applet, similar to the img tag.
HSPACE    The horizontal space around the applet, similar to the img tag.

Note that the position of the applet in the page is determined by the width,
height, align, vspace and hspace attributes just like the img tag.

Applets can access the above attributes using the getParameter() method call
defined in the Applet class. All attribute/parameter names are automatically
folded to lower 
          case. Applets that require parameters in addition to the 
          predefined ones need to use the param tag. It is unfortunately not 
          legal in SGML for a tag to have an arbitrary list of attributes. 
          That is why additional applet parameters explicitly using the 
          PARAM tag have to be named. For example:

          < applet code= DateItem.class" alt= The Date" width=200 height=40 > 
          < param name= speaker" value= avh" > 
          < param name= translator" value= DutchTime" > 
          < /applet >

In addition to the ALT tag, Insignia can include additional text and markup
before the applet end tag. Java compliant browsers will ignore this text, but
browsers that do 
          not understand the applet tag will display it instead of the
          applet. For example:

          < applet codebase=classes code=ImageLoop.class width=100 height=100 > 
          < param name=imgs value= images/duke" > 

If Insignia were using a Java enabled browser, Insignia would see an animation
instead of this static image. < p >
          < img src=images/duke/T1.gif" > 
< /applet >

Below is the formal SGML DTD for the APPLET and PARAM tags.

< !ELEMENT APPLET - - (PARAM*, (%text;)*) > 
< !ATTLIST APPLET 
          CODEBASE CDATA #IMPLIED            -- code base -- 
          CODE CDATA #REQUIRED               -- code file --
          ALT CDATA #IMPLIED                 -- alternative string --
          NAME CDATA #IMPLIED                -- the applet name -- 
          HEIGHT NUMBER #REQUIRED 
          ALIGN (left|right|top|texttop|middle|
          absmiddle|baseline|bottom|absbottom) baseline
          VSPACE NUMBER #IMPLIED
          HSPACE NUMBER #IMPLIED 

< !ELEMENT PARAM - O EMPTY > 
< !ATTLIST PARAM 
          NAME NAME #REQUIRED                -- The name of the parameter -- 
          VALUE CDATA #IMPLIED               -- The value of the parameter --




                                     15 of 26
<PAGE>

                                     EXHIBIT B
                         CONFIDENTIAL DISCLOSURE AGREEMENT 
                                  (to be attached)




                                     16 of 26
<PAGE>

                                     EXHIBIT C
                  JAVA ENVIRONMENTS SPECIFIC TERMS AND CONDITIONS

The technologies licensed hereunder are those initialled by both parties below:

          Exhibit   Java Environments                  Insignia  Sun  

          C-1: Java Application Environment            ______    ______

          C-2: Personal Java Environment               ______    ______

          C-3: Embedded Java Environment               ______    ______




                                     17 of 26
<PAGE>

                                    EXHIBIT C-1
                                          
                         JAVA APPLICATION ENVIRONMENT (JAE)

I.   Description of Technology and Documentation

The Java Application Environment consists of the following source code:
a. All the .java files from the following Java packages:

Modifiable Part:

<TABLE>

          <C>                      <S>
            java.lang                Language Classes
            java.lang.reflect        Reflection: programmatic access to classes,
                                     methods and fields
            java.io                  Stream I/O
            java.net                 Networking Classes
            java.util                General utilities
            java.util.zip            Java archive file format

</TABLE>

Non-Modifiable except for Platform Dependent Part:

<TABLE>

<C>                        <S>
            java.applet              Applet Classes
            java.awt                 Abstract Window Toolkit
            java.awt.image           Image Handling Classes
            java.awt.event           Delegation event model
            java.awt.peer            Implementation Classes for awt 
            java.awt.datatransfer    Data transfer
            java.rmiRemote           Method Invocation
            java.rmi.dgcRMI          Distributed Garbage Collection
            java.rmi.registry        RMI Registry
            java.rmi.server          RMI Server
            java.sql                 Java database connectivity
            java.math                Math package
            java.text                Internationalization
            java.security            Security and signed applets
            java.security.acl        Access Control List
            java.security.interfaces Interfaces to algorithm-specific objects for
                                     signing/encryption
            java.beans               Java native component model
            java.text.resources      Locale data

</TABLE>

b.Supporting .java files in packages with names beginning with "sun." or "sunw."


c.Supporting C (.c), C++ (.cpp) and "include" (.h) files.

d.The Source Code for the Java Runtime Interpreter constitutes Modifiable Part.

e. Sun Documentation: 

OEM Java Language Specification
OEM Java API Specification
OEM Java Virtual Machine Specification

II.  SCHEDULE OF FEES AND ROYALTIES


                                     18 of 26
<PAGE>

a. Annual Support and Upgrade Fees:

<TABLE>

<S>                                             <C>
First year-Full Technical Support                                 [*]
Each subsequent year- Full Technical Support or
Optional Limited Support                                          [*]
Subject to annual review of actual utilization of Sun engineering staff.

Annual Support Fees are due in four equal quarterly installments beginning on
the Effective Date.

b. Binary Distribution Royalties per unit or concurrent user for Insignia
Licensee Product:

Royalty rate: [*]                                 Minimum Royalty: $ [*]

c. TCK Support Program Discount:                                         [*]%
(Based upon Sun's published TCK Licensing and Support Fees)

</TABLE>

III. COMPATIBILITY REQUIREMENTS

Insignia Products must fully comply with the Sun Documentation specified in 
Section I.e above, and pass the TCK for the Java Application Environment and 
any included Standard Extensions available under the SCSL License, pursuant 
to the requirements of Section 2.11 of the Agreement. Licensee may not 
incorporate or otherwise distribute an Extension which implements 
functionality substantially similar to any Java Classes required in another 
Java Environment.


IV. COMPATIBILITY LOGO
    Sun Certified Virtual Machine (with Coffee Cup/Java logo)

V. DESCRIPTION OF SUPPORT AND UPGRADES

     a.   UPGRADES AND BUG TRACKING. Subject to payment of the Support Fees,
Licensee shall have access to the JavaSoft commercial licensee FTP site for the
purpose of downloading the Technology and Upgrades, including early access
versions thereof, as Sun makes such versions generally available to licensees.
Licensee shall be included on Sun's commercial licensee general support alias,
and shall have access to the JavaSoft bug tracking database for the purpose of
reporting bugs and receiving information regarding correction of known bugs. 

     b.   FULL TECHNICAL SUPPORT. In addition to the Upgrades and bug tracking
specified above, Sun shall assign a JavaSoft support engineer as a primary point
of contact to Licensee. Licensee may designate up to three (3) points of contact
within Licensee's organization to contact the assigned engineer via email,
facsimile and telephone. The selection of the support engineer shall be at Sun's
discretion, subject to Licensee's reasonable approval. The support engineer will
provide the following services:

     i) arrange meetings or discussions with Sun technical and management
     personnel; 

     ii) provide technical assistance for TCK testing; 

     iii) review requests for Shared Part changes pursuant to Exhibit D;

     iii) respond to bug reports from Insignia; 

     iv) develop bug fixes and/or workarounds;

     v) bug tracking for releases; and

     vi) provide Source Code patches and "diffs" if the need arises.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.


                                     19 of 26
<PAGE>

                                    EXHIBIT C-2
                                          
                              PERSONALJAVA ENVIRONMENT


I.   Description of Technology and Documentation

a.   Required components: 

The PersonalJava Environment consists of the following source code:

i) All the .java files from the following Java packages:


Modifiable Part:

<TABLE>

           <C>                     <S>
             java.lang                Language Classes
             java.lang.reflect    
             java.io                  Stream I/O
             java.net                 Networking Classes
             java.util                General utilities
             java.util.zip            java archive file format

</TABLE>

Non-Modifiable except for Platform Dependent Part:

<TABLE>

           <C>                     <S>
             java.applet              Applet Classes
             java.awt*                Abstract Window Toolkit
             java.awt.image           Image Handling Classes
             java.awt.event           Delegation event model
             java.awt.peer            Implementation Classes for awt 
             java.awt.datatransfer    Data transfer
             java.rmi                 Remote Method Invocation
             java.rmi.dgc             RMI Distributed Garbage Collection
             java.rmi.registry        RMI Registry
             java.rmi.server          RMI Server
             java.sql                 Java database connectivity
             java.math                Math package
             java.text                Internationalization
             java.beans               Java native component model
             java.text.resources      Locale data

</TABLE>

*Note: java.awt provided hereunder is a subset of the full java.awt. Details can
be found in the PersonalJava Application Environment Specification.

ii) Associated sun.* files.

Supporting .java files in packages with names beginning with "sun." or 
"sunw." 

Supporting C (.c), C++ (.cpp) and "include" (.h) files.

iii) The Source Code for the Java Runtime Interpreter constitutes Modifiable 
Part.

b.   Sun Tools: 
     Source Code for JavaDataCompact
     Source Code for JavaCodeCompact


                                     20 of 26
<PAGE>

c.   Sun Documentation: 

OEM Java Language Specification
OEM Personal Java API Specification
OEM Java Virtual Machine Specification
Porting Guide


II. SCHEDULE OF FEES AND ROYALTIES

a. Binary Distribution Royalties per unit or concurrent user for Insignia 
Licensee Product:

Royalty Rate: [*]                               Minimum Royalty: $[*]

b. Annual Support and Upgrade Fees:     Not Separately Priced (See Exhibit C-1)

c. TCK Support Program Discount:                                           [*]%
(Based upon Sun's published TCK Licensing and Support Fees)

III. COMPATIBILITY REQUIREMENTS
Insignia Products must fully comply with the Sun Documentation specified in
Section I.c. above, and pass the TCK for the PersonalJava Environment and any
included Standard Extensions, pursuant to the requirements of Section 2.11 of
the Agreement. Insignia may self-certify such compatibility unless Sun policy
requires verification of compatibility by an independent test facility
designated by Sun, at Licensee's expense. Insignia may not incorporate or
otherwise distribute an Extension which implements functionality substantially
similar to any Java Classes required in another Java Environment.

IV. COMPATIBILITY LOGO
Sun Certified Virtual Machine (with Coffee Cup/Java logo)

V. DESCRIPTION OF SUPPORT AND UPGRADES
Same as Exhibit C-1.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.




                                     21 of 26
<PAGE>

                                    EXHIBIT C-3
                                          
                             EMBEDDED JAVA ENVIRONMENT
                                          
                                      (eJava)

I.   Description of Technology and Documentation

a.   BASE COMPONENTS.

The Embedded Java Application Environment consists of the following source
code:

i) All of the .java files from the following Java packages:

Modifiable Part:

<TABLE>

           <C>                     <S>
             java.lang                Language Classes
             java.lang.reflect    
             java.io                  Stream I/O
             java.net                 Networking Classes
             java.util                General utilities
             java.util.zip            java archive file format

</TABLE>

Non-Modifiable except for Platform Dependent Part:

<TABLE>

           <C>                     <C>
             java.awt*                Abstract Window Toolkit
             java.awt.image           Image Handling Classes
             java.awt.event           Delegation event model
             java.awt.peer            Implementation Classes for awt 
             java.awt.datatransfer    Data transfer
             java.rmi                 Remote Method Invocation
             java.rmi.dgc             RMI Distributed Garbage Collection
             java.rmi.registry        RMI Registry
             java.rmi.server          RMI Server
             java.sql                 Java database connectivity
             java.math                Math package
             java.text                Internationalization
             java.beans               Java native component model
             java.text.resources      Locale data

</TABLE>

*Note: java.awt provided hereunder is a subset of the full java.awt. Details 
can be found in the PersonalJava Application Environment Specification.

ii) Associate sun.* files.

Supporting .java files in packages with names beginning with "sun." or "sunw." 

Supporting C (.c), C++ (.cpp) and "include" (.h) files.

iii) The Source Code for the Java Runtime Interpreter constitutes Modifiable 
Part.

(iv) All Source Code which implements the Truffle Graphical Tool Kit.

b.   SUN TOOLS.
     Source Code for JavaDataCompact


                                     22 of 26
<PAGE>

     Source Code for JavaCodeCompact
     Source Code for the Java Filter Tool 

c.   SUN DOCUMENTATION:

i)   OEM Embedded Application Environment Specification
     OEM Java Language Specification
     OEM Java Virtual Machine Specification

ii)  Additional Documentation:
     Porting guide
     Touchable Look-and-Feel Guide

II.  SCHEDULE OF FEES AND ROYALTIES

a.   Binary Distribution Royalties per unit or concurrent user for Insignia
Licensee Product:

Royalty Rate: [*]                       Minimum Royalty: $ [*]

b.   Annual Support and Upgrade Fees:   Not Separately Priced (See Exhibit C-1)

c.   TCK Support Program Discount:                                         [*]%

(Based upon Sun's published TCK Licensing and Support Fees)

III.COMPATIBILITY REQUIREMENTS

Insignia Products must fully comply with the Sun Documentation specified in
Section I.c. above, and pass the TCK for the Embedded Java Environment and any
included Standard Extensions or such other tests or compatibility requirements
as Sun reasonably requires, pursuant to the requirements of Section 2.11 of the
Agreement. Insignia may self-certify such compatibility unless Sun policy
requires verification of compatibility by an independent test facility
designated by Sun, at Licensee's expense. Insignia may not incorporate or
otherwise distribute an Extension which implements functionality substantially
similar to any Java Classes required in another Java Environment.

IV. COMPATIBILITY LOGO
Sun Certified Virtual Machine (with Coffee Cup/Java logo)

V. DESCRIPTION OF SUPPORT AND UPGRADES
Same as Exhibit C-1.

VI. SUPPLEMENTAL LICENSE TERMS
Notwithstanding any other restriction in the Agreement, Insignia may configure
the Java Classes pursuant to the Documentation in connection with Insignia
Products only. Insignia must use the Java Filter Tool in connection with any
such configuration of the Java Classes, and for no other purpose. Insignia
agrees and acknowledges that nothing in this Section VII shall otherwise change,
eliminate or minimize the restrictions on modification of the Technology under
the Agreement. No redistribution license is granted herein for the Java Filter
Tool.

[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.


                                     23 of 26
<PAGE>

                                     EXHIBIT D
            CONSULTATION PROCEDURES FOR RECLASSIFYING JAVA ENVIRONMENTS

In recognition of the fact that Insignia Product(s) have been specifically 
developed for the embedded systems market, and there are special requirements 
of Java in these systems for a highly configurable product with small memory 
size, predictability, reliability, the parties acknowledge that Insignia may, 
from time to time, desire that files within the Shared Part of the Java 
Environments be reclassified to the Modifiable Part for projects within the 
Insignia technology space. Given the full cooperative spirit of this 
Agreement and the future coordination of the parties regarding the Java 
space, Sun and Insignia hereby outline the procedures necessary for such 
consultation and reclassification.

Insignia may, upon its reasonable determination that Insignia Technology, 
Insignia Products, work in progress or general research and development would 
be aided by Sun's reclassification of certain files from the Shared Part to 
the Modifiable Part, deliver a written request ("Reclassification Request") 
to Sun concerning such proposed reclassification. The request shall be 
sufficiently detailed so that the identification of the specific files and 
Insignia's technical and commercial reasons for seeking such reclassification 
are clear.

The Reclassification Request shall be delivered by the Insignia liaison to 
the Sun liaison.

Sun Review and Consultation

The respective liaisons at Sun and Insignia shall be responsible for 
maintaining regular communication regarding the Reclassification Request, 
including any questions, clarifications, or other issues that either party 
may raise. The review and consultancy process is intended to be fully 
cooperative between Sun and Insignia.

Within ninety (90) days of delivery of the Reclassification Request, Sun, 
through its liaison, shall deliver a written reply to Insignia. 

Conclusion

Sun's response to the Reclassification Request shall be in writing and shall 
be signed by an authorized officer. 

If Sun decides to approve the Reclassification Request, then Sun shall 
provide, as an attachment to its response, a revised Exhibit C to this 
Agreement reflecting such reclassification. Sun shall also provide whatever 
reasonable technical assistance Insignia may reasonably require with regard 
to the reclassification.

If Sun chooses to decline the Reclassification Request, then the bases for 
such must be clearly identified and explained addressing, as necessary, 
technical and commercial reasons.


                                     24 of 26
<PAGE>

                                     EXHIBIT E

                                 TRADEMARK LICENSE











                                     25 of 26
<PAGE>

                                     EXHIBIT F

              PROFORMA INSIGNIA LICENSEE AGREEMENT AND TRADEMARK LICENSE







                                     26 of 26