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                                                                 EXHIBIT 10.48

                             INSIGNIA SOLUTIONS PLC





                                    THE RULES

                                     OF THE

                               INSIGNIA SOLUTIONS
                     U.K. EMPLOYEE SHARE OPTION SCHEME 1996



                   ADOPTED IN GENERAL MEETING ON 19 APRIL 1996
                  AND AMENDED IN GENERAL MEETING ON 29 MAY 1997
                       AND IN GENERAL MEETING ON MAY 1999

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                                    CONTENTS

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<CAPTION>
CLAUSE                                                                     PAGE
------                                                                     ----
<C>     <S>                                                                <C>
1       Definitions                                                           1
2       Grant of Options                                                      5
3       Exercise Price                                                        5
4       Limitations                                                           6
5       Exercise and Lapse of Options                                         6
6       Payment of Exercise Price                                             9
7       Takeover and Liquidation                                             10
8       Variation in the Share Capital of the Company                        14
9       Rights of Ordinary Shares Allotted                                   14
10      Availability of Shares                                               15
11      Buyout of Options                                                    15
12      Transfers of Options                                                 15
13      Employment with the Company                                          16
14      Documents                                                            16
15      Administration                                                       16
16      Governing Law                                                        17

APPENDIX - Option Certificate

</TABLE>

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                               INSIGNIA SOLUTIONS
                     U.K. EMPLOYEE SHARE OPTION SCHEME 1996


1        DEFINITIONS

1.1      In this Scheme references to the following words and expressions shall
         bear the following meanings:-

         ACT:  the Income and Corporation Taxes Act 1988;

         ADOPTION DATE:  the date on which the Scheme is adopted by the Company
         in general meeting;

         AFFILIATE: any company that directly, or indirectly through one or
         more intermediaries, controls or is controlled by, or is under common
         control with the Company where "control" (including the terms
         "controlled by" and "under common control with") means the possession,
         direct or indirect, of the power to cause the direction of the
         management and policies of the company, whether through the ownership
         of voting securities, by contract or otherwise;

         AUDITORS: the auditors for the time being of the Company;

         BOARD: the Board of Directors of the Company;

         COMMITTEE: the Compensation Committee of the Board or such duly
         constituted committee of the Board comprising of at least two
         Disinterested Persons and which complies with the provisions of Section
         16 of the Exchange Act whilst the Company is subject to the provisions
         of such Section;

         COMPANY: Insignia Solutions plc;

         CONTROL: has the same meaning as in Section 840 of the Act;

         CONVERSION RATE: the average currency conversion rate quoted by the
         Bank of

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         America in London as the price for Pounds Sterling purchased with
         US Dollars;

         DATE OF GRANT: the date on which an Option is granted as specified in
         the relevant Option Certificate;

         DISINTERESTED PERSON: a director who has not, during the period that
         person is a member of the Committee and for one year prior to service
         as a member of the Committee, been granted or awarded equity securities
         pursuant to the Scheme or any other employee share scheme of the
         Company or any Parent, Subsidiary or Affiliate of the Company, except
         in accordance with the requirements set forth in rules as promulgated
         by the SEC under Section 16(b) of the Exchange Act, as such rules are
         amended from time to time and as interpreted by the SEC;

         EXCHANGE ACT: the statute in the United States of America known as the
         Securities Exchange Act 1934, as amended;

         EXERCISE PRICE: the amount payable for an Option Share on the exercise
         of an Option to be determined in accordance with Rule 3;

         GROUP: the Company, its holding company and subsidiaries (as defined in
         Section 736 of the Companies Act 1985);

         INSIDER: an officer or director of the Company or any other person
         whose transactions in the Ordinary Shares are subject to Section 16 of
         the Exchange Act;

         LAST EXERCISE DATE: in respect of any Option or part of any Option, the
         date specified in the relevant Option Certificate as determined by the
         Committee being a date not later than ten years after the Date of Grant
         of the Option;

         MARKET VALUE:

         (a)    if Ordinary Shares, or instruments evidencing Ordinary Shares,
                are then quoted on the Nasdaq National Market the closing price
                on the Nasdaq National Market System on the trading day
                immediately preceding the Date of Grant of an Option, or, if no
                such reported sale takes place on


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                such date, the closing price on the next preceding trading date
                on which a reported sale occurred;

         (b)    if Ordinary Shares, or instruments evidencing Ordinary Shares,
                are publicly traded and are then listed on a national securities
                exchange, the closing price on the trading day immediately
                preceding the Date of Grant of an Option, or, if no reported
                sale takes place on such date, the closing price on the next
                preceding trading day on which a reported sale occurred;

         (c)    if Ordinary Shares, or instruments evidencing Ordinary Shares,
                are publicly traded but are not quoted on the Nasdaq National
                Market nor listed or admitted to trading on a national
                securities exchange, the average of the closing bid and asked
                prices on the day immediately preceding the Date of Grant of an
                Option, as reported by The Wall Street Journal, for the
                over-the-counter market;

         (d)    if none of the foregoing is applicable, by the Board in good
                faith.

         1986 SCHEME: the Company's 1986 Executive Share Option Scheme;

         OPTION SCHEME: a right to acquire Option Shares granted pursuant to the
         Scheme;

         OPTION CERTIFICATE: the Option Certificate substantially in the form
         set out in the Appendix as such certificate may be amended by the
         Committee from time to time;

         OPTION HOLDER: a Qualified Person who holds an Option in accordance
         with the terms of the Scheme or where the context permits a person
         becoming entitled to any such Option in consequence of the death of the
         original Option Holder;

         OPTION SHARES: issued or unissued Ordinary Shares in respect of which
         an Option is granted;

         ORDINARY SHARES: the ordinary shares in the capital of the Company and
         any instruments evidencing such Ordinary Shares;


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         PARENT: any company (other than the Company) in an unbroken chain of
         companies ending with the Company, if at the time of the granting of an
         Option under the Scheme, each of such companies other than the Company
         owns shares possessing 50 per cent or more of the total combined voting
         power of all classes of shares in one of the other companies in such
         chain;

         QUALIFIED PERSON: any employee (including officers and directors who
         are also employees) of a company in the Group;

         THE SCHEME: this Insignia Solutions U.K. Employee Share Option Scheme
         1996 in its present form with and subject to any amendments hereto
         properly effected;

         SEC: the United States of America Securities and Exchange Commission;

         SUBSIDIARY: any company (other than the Company) in an unbroken chain
         of companies beginning with the Company if, at the time of granting of
         an Option, each of the companies other than the last company in the
         unbroken chain owns shares possessing 50 per cent or more of the total
         combined voting power of all classes of shares in one of the other
         companies in such chain.

1.2      In this Scheme (unless the context requires otherwise):-

1.2.1    any reference to any statute or statutory provision shall be construed
         as including a reference to any modification, re-enactment or extension
         of such statute or statutory provision for the time being in force, to
         any subordinate legislation made under the same and to any former
         statutes or statutory provisions which it consolidated or re-enacted;

1.2.2    any reference to a Rule is to a Rule of this Scheme, as amended from
         time to time;

1.2.3    the singular includes a reference to the plural and vice versa;

1.2.4    the masculine gender shall include the feminine gender;



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1.2.5    references to the exercise of an Option shall where the context so
         allows include the exercise of an Option in part.

2        GRANT OF OPTIONS

2.1      Subject to the limitations and conditions of the Scheme and unless
         prohibited by law, the Committee may grant Options following the
         Adoption Date at any time to any Qualified Person as it may in its sole
         discretion determine.

2.2      On the grant of an Option, the Committee shall determine the Exercise
         Price (calculated in accordance with Rule 3) and the Last Exercise Date
         of the Option and shall specify such details in the Option Certificate.

2.3      There shall be no consideration payable for the grant of an Option.

2.4      As soon as practicable after the grant of an Option the Committee shall
         arrange for the despatch of an Option Certificate duly sealed or
         executed as a deed by the Company to each Option Holder to whom an
         Option has been granted. An Option Holder may disclaim an Option by
         notice in writing to the Company within fourteen days after the date of
         the Option Certificate.

3        EXERCISE PRICE

3.1      Subject to adjustment pursuant to Rule 8, the Exercise Price at the
         relevant Date of Grant shall be determined by the Committee but it may
         not be less than the higher of:-

3.1.1    where the Option is an option to subscribe for Ordinary Shares, the US
         Dollar equivalent of the nominal value of an Ordinary Share calculated
         by reference to the prevailing Conversion Rate; and

3.1.2    the Market Value of an Ordinary Share.


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3.2      The Exercise Price shall be expressed in US Dollars.

4        LIMITATIONS

4.1      No Options shall be granted under the Scheme later than ten years after
         the Adoption Date.

4.2      Subject to adjustment pursuant to Rule 8, no Option shall be granted if
         the number of Ordinary Shares over which it is proposed to grant the
         Option when aggregated with all Ordinary Shares which have been issued
         or which might be issued in the future pursuant to options and rights
         (excluding those which have lapsed or have been surrendered) granted
         under the 1988 US Stock Option Plan, the 1995 Incentive Stock Option
         Plan for US Employees and the 1986 Scheme will exceed 4,672,071
         Ordinary Shares.

4.3      If an Option is granted in excess of the limitation in Rule 4.2, such
         Option shall be limited and take effect over such number of Ordinary
         Shares as would be within the said limitation and the Committee shall,
         if appropriate, as soon as practicable arrange for any original Option
         Certificate to be cancelled and a replacement Option Certificate to be
         issued in its place.

5        EXERCISE AND LAPSE OF OPTIONS

5.1      Notwithstanding any other provision of this Rule 5, an Option shall not
         in any event be exercisable more than ten years after the Date of Grant
         of that Option.

5.2      Options may be exercised by an Option Holder who is a Qualified Person
         as follows:-

5.2.1    where such an Option Holder does not hold a subsisting option granted
         under the 1986 Scheme at the Date of Grant of the first Option granted
         to him then such first Option may be exercised on or after the first
         anniversary of the Date of Grant as to 1/48th of the number of Ordinary
         Shares comprised in such Option (rounded to the nearest whole number)
         for each complete month he has been employed by the Group since the
         Date of Grant and shall lapse on the Last Exercise Date;


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         5.2.1.1  where such an Option Holder holds a subsisting option granted
                  under the 1986 Scheme at the Date of Grant of the first
                  Option granted to him; or

         5.2.1.2  in the case of each Option granted to such Option Holder after
                  his first Option

         then such Options may be exercised as to 1/48th of the number of
         Ordinary Shares comprised in such Option (rounded to the nearest whole
         number) for each complete month he has been employed by the Group since
         the Date of Grant and shall lapse on the Last Exercise Date.

5.3      An Option may be exercised otherwise than as set out in Rule 5.2 in the
         circumstances and during the periods set out below:-

5.3.1    if an Option Holder ceases to be employed by the Group by reason of his
         death his Option may be exercised to the extent that his Option would
         have been exercisable at the time of his death within eighteen months
         of his death (or such longer period not exceeding five years as may be
         determined by the Committee) by his legal personal representatives
         provided that such exercise is not later than the Last Exercise Date
         and thereafter the Option shall lapse;

5.3.2    if an Option Holder ceases to be employed by the Group by reason of his
         disability (as determined by the Committee) his Option may be exercised
         to the extent that his Option would have been exercisable at the time
         of his cessation of employment within twelve months of the date of such
         cessation (or such longer period not exceeding five years as may be
         determined by the Committee) provided that such exercise is not later
         than the Last Exercise Date and thereafter the Option shall lapse;

5.3.3    if an Option Holder ceases to be employed by the Group (otherwise than
         by reason of his death or disability) his Option may be exercised to
         the extent that his Option would have been exercisable at the time of
         cessation of his employment within three months of the date of such
         cessation (or such longer period not exceeding five


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         years as may be determined by the Committee) provided that such
         exercise is not later than the Last Exercise Date and thereafter his
         Option shall lapse.

5.4      Each Option is to be exercisable by an Option Holder to the extent that
         the Option has become exercisable in whole or in part.

5.5      Exercise of an Option is to be by application in writing addressed to
         the Company and specifying the number of Option Shares in respect of
         which the Option is being exercised on that occasion and the method of
         payment of the Exercise Price for such Option Shares, such application
         to be delivered or sent by prepaid post to the registered office for
         the time being of the Company or to such office as may from time to
         time be specified by the Company in writing to the Option Holder.

5.6      Subject to the regulations and enactments for the time being in force
         under any applicable national or foreign securities law and any rules,
         regulations and other requirements of any stock exchange or automated
         quotation system upon which the Ordinary Shares may be listed or quoted
         and subject to compliance by the Option Holder with the terms of the
         Option the Company will after receipt of the application make an
         allotment to the Option Holder of the number of Ordinary Shares
         specified in the application at the Exercise Price (as adjusted in
         accordance with the provisions of the Scheme) and will (subject to the
         provisions of Rule 5.7) deliver to the Option Holder evidence of title
         to such Ordinary Shares provided that instead of allotting and issuing
         the appropriate number of Ordinary Shares the Company shall have the
         right to satisfy its obligations of allotment by (in whole or in part)
         procuring that some or all of the Ordinary Shares are transferred by a
         third party to the relevant Option Holder. For these purposes delivery
         or transfer to an Option Holder includes delivery or transfer to a
         nominee for the Option Holder provided that the Option Holder acquires
         the beneficial ownership of the Ordinary Shares delivered or
         transferred.

5.7      The Company shall have no obligation to issue or deliver certificates
         for Ordinary Shares under the Scheme prior to:-

5.7.1    obtaining any approvals from governmental agencies that the Company
         determines are necessary or advisable; and


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5.7.2    completion of any registration or other qualification of the Ordinary
         Shares under any applicable national or foreign law or ruling of any
         governmental body that the Company determines to be necessary or
         advisable.

6        PAYMENT OF EXERCISE PRICE

6.1      Payment of the Exercise Price for the Ordinary Shares may be made in
         cash (by cheque) or where expressly approved for the Option Holder by
         the Committee and where permitted by law:-

6.1.1    by waiver of remuneration due or accrued to the Option Holder by any
         company in the Group for services rendered;

6.1.2    provided that a public market for the Ordinary Shares exists:-

         6.1.2.1      through a "same day sale" commitment from the Option
                      Holder and a broker-dealer that is a member of the
                      National Association of Securities Dealers ("a NASD
                      Dealer") whereby the Option Holder irrevocably elects to
                      exercise his Option and to sell a portion of the Ordinary
                      Shares so subscribed for in order to pay for the Exercise
                      Price, and whereby the NASD Dealer irrevocably commits
                      upon receipt of such Ordinary Shares to forward the
                      Exercise Price directly to the Company; or

         6.1.2.2      through a "margin" commitment from an Option Holder and a
                      NASD Dealer whereby the Option Holder irrevocably elects
                      to exercise his Option and to pledge the Ordinary Shares
                      so subscribed for to the NASD Dealer in a margin account
                      as security for a loan from the NASD Dealer in the amount
                      of the Exercise Price, and whereby the NASD Dealer
                      irrevocably commits upon receipt of such Ordinary Shares
                      to forward the Exercise Price directly to the Company; or


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6.1.3    by any combination of cash and the methods described in this Rule 6.1.

6.2      Where the payment is to be made in Pounds Sterling then the amount
         payable shall be calculated by reference to the Conversion Rate
         prevailing at the date of payment.

7        TAKEOVER AND LIQUIDATION

7.1      In the event of:-

7.1.1    any person obtaining Control of the Company as a result of making:-

         7.1.1.1      a general offer to acquire the whole of the issued
                      ordinary share capital of the Company (not already owned
                      by such person) which is made on a condition such that if
                      it is satisfied the person making the offer will have
                      Control of the Company; or

         7.1.1.2      a general offer to acquire all the shares in the Company
                      which are of the same class as the Option Shares (not
                      already owned by such person);

7.1.2    any company obtaining Control of the Company in pursuance of a
         compromise or arrangement sanctioned by the Court under Section 425 of
         the Companies Act 1985; or

7.1.3    the sale of substantially all of the assets of the Company;

         the purchaser or acquiring company ("the Acquiring Company") may:-

7.1.4    in consideration for the release by an Option Holder of his subsisting
         Option grant to such Option Holder a new option over shares in the
         Acquiring Company which is otherwise equivalent (as defined in Rule
         7.8) to his subsisting Option;

7.1.5    in consideration for the release by an Option Holder of his subsisting
         Option grant to such Option Holder an equivalent new option over shares
         in the Acquiring


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         Company governed by the rules of an employee share option scheme of
         the Acquiring Company; or

7.1.6    offer substantially similar consideration to Option Holders as is
         offered to shareholders of the Company (after taking into account the
         existing provisions of the Option).

7.2      In the event that the Acquiring Company, pursuant to a transaction
         described in Rule 7.1.1 above, refuses to make a proposal as described
         in Rules 7.1.4 to 7.1.6 above to an Option Holder prior to the
         commencement of the earliest of the periods described in Rules 7.2.1.1
         and 7.2.1.2 below, then:-

7.2.1    if his Option has already become capable of exercise under these Rules
         then the Option Holder may exercise it to the extent that the Option
         has become exercisable until the end of whichever of the following
         periods finishes earliest:-

         7.2.1.1      a period of one month beginning with the time when the
                      Acquiring Company has obtained Control of the Company and
                      (if applicable) any condition subject to which the offer
                      is made is satisfied; and

         7.2.1.2      if the Acquiring Company becomes bound or entitled to
                      acquire the shares in the Company under Sections 428 to
                      430F of the Companies Act 1985, the period when that
                      person remains so bound or entitled

         and then any such Options as remain unexercised shall lapse;

7.2.2    if his Option has not already become capable of exercise under these
         Rules then such Option shall lapse at such time and on such conditions
         as the Board shall determine.

7.3      For the purposes of Rules 7.1 and 7.2 above a person shall be deemed
         to have obtained Control of the Company if he and others acting in
         concert with him have together obtained Control of it.


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7.4      In the event that the Acquiring Company, pursuant to a transaction
         described in Rule 7.1.2 above, refuses to make a proposal as described
         in Rules 7.1.4 to 7.1.6 above to an Option Holder prior to the expiry
         of one month after the Court sanctions the compromise or arrangement
         then his Option shall be subject to the provisions of Rule 7.7.

7.5      In the event that the Acquiring Company, pursuant to a transaction
         described in Rule 7.1.3 above, refuses to make a proposal as described
         in Rules 7.1.4 to 7.1.6 above to an Option Holder then his Option shall
         lapse at such time and on such conditions as the Board shall determine.

7.6      In the event of a members' voluntary winding up of the Company any
         Option Holder may, by notice in writing to the Company within 60 days
         of the commencement of the winding up (such notice being accompanied by
         payment of the Exercise Price), elect in relation to any Option which
         has already become capable of exercise under these Rules to be treated
         as if that Option had been exercised either to the full extent that it
         is then capable of being exercised or to the extent specified in the
         notice, immediately before the commencement of the winding up, and such
         Option Holder shall then be entitled to be paid a sum equal to the
         amount he would have received as a holder of the Ordinary Shares to
         which he would have been entitled upon such exercise. Subject as
         aforesaid, all Options shall lapse on the winding up of the Company.

7.7      If under Section 425 of the Companies Act 1985 it is proposed that the
         court sanctions a compromise or arrangement proposed for the purposes
         of or in connection with a scheme for the reconstruction of the Company
         or its amalgamation with any other company or companies the Company
         shall give notice thereof to all Option Holders at the same time as it
         sends notices to members of the Company summoning the meeting to
         consider such a compromise or arrangement. Then at the time that such
         notice is given:-

7.7.1    if the Option has already become capable of exercise under these Rules,
         the Option Holder may exercise the Option, to the extent that the
         Option has become exercisable, before the expiry of the later of one
         month from the date of such notice


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         and one month from the date on which the Court sanctions the
         compromise or arrangement and thereafter the Option shall lapse. The
         exercise of an Option under this Rule 7.7.1 shall be conditional on
         such compromise or arrangement becoming effective;

7.7.2    if the Option has not already become capable of exercise under these
         Rules the Option shall lapse at such time and on such conditions as the
         Board shall determine.

         It shall be a condition of exercising the Option under this Rule 7.7
         that, after exercising the Option, the Option Holder shall transfer or
         otherwise deal with the Ordinary Shares issued to him so as to place
         him in the same position (or as near as possible) as would have been
         the case if such Ordinary Shares had been subject to such compromise or
         arrangement.

7.8      For the purposes of Rule 7.1.4 above a new option over shares in the
         Acquiring Company (hereinafter called the "New Option") shall be
         equivalent to a subsisting option (hereinafter called the "Old Option")
         if the date of grant is deemed to be the same date as the Date of Grant
         of the Old Option; if the aggregate exercise price of the Ordinary
         Shares subject to the New Option is as nearly as practicable the same
         as the aggregate Exercise Price of the Ordinary Shares subject to the
         Old Option; and (save as provided in the Rules and save for the number,
         description and Exercise Price of the Ordinary Shares subject to the
         New Option) the other rights and terms attaching to the New Option are
         as nearly as practicable the same as those attaching to the Old Option.
         The New Option shall, for all other purposes of the Scheme, be treated
         as having been acquired at the same time as the Old Option.

7.9      With effect from the date on which an Option Holder releases the Old
         Option in consideration of the grant to him of the New Option, Rule 1
         and Rules 5 to 16 inclusive shall, in relation to the New Option, be
         construed for the purposes of that New Option as if references directly
         or indirectly to "the Company" and to "Ordinary Shares" were references
         to the Acquiring Company and to shares in the Acquiring Company.


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7.10     Subject to the provisions of Rule 7.1 to 7.9 above, if any of the
         corporate transactions described in such Rules should occur, any
         outstanding Options shall be treated in the manner provided for in the
         applicable agreement or plan of such corporate transaction.

8        VARIATION IN THE SHARE CAPITAL OF THE COMPANY

8.1      On any variation of the share capital of the Company (whether by way of
         capitalisation or rights issue, sub-division or consolidation of the
         Ordinary Shares or a share capital reduction) the Exercise Price and/or
         the number and nominal value of Ordinary Shares comprised in an Option
         and/or the aggregate maximum number of Ordinary Shares available under
         the Scheme may be varied in such manner as the Committee shall
         determine and such decision of the Committee shall be final and binding
         on the Option Holders and the Company subject to written notification
         being given to the Option Holders.

8.2      An adjustment to the Exercise Price shall not be made pursuant to the
         provisions of this Rule 8 which would result in any Option Shares being
         issued unlawfully at a discount.

8.3      A variation shall not be made pursuant to this Rule 8 until the
         Auditors shall (acting as experts and not as arbitrators) have notified
         the Committee in writing that the proposed variation is, in their
         opinion, fair and reasonable.

9        RIGHTS OF ORDINARY SHARES ALLOTTED

9.1      Ordinary Shares to be allotted pursuant to the exercise of any Option
         shall rank pari passu in all respects and as one class with the
         Ordinary Shares in issue at the date of allotment and Ordinary Shares
         allotted or transferred shall rank in full for all dividends and
         distributions the record date of which falls on or after the date of
         exercise of the Option but shall not rank for any dividend or
         distribution the record date of which precedes the date of exercise of
         the Option.

9.2      The Company shall not be under an obligation to register the
         Ordinary Shares allotted pursuant to the exercise of an Option with the
         SEC or to effect compliance


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         with the registration, qualification or listing requirements of any
         national or foreign securities laws, stock exchange or automated
         quotation system, and the Company shall have no liability for any
         inability or failure to do so.

10       AVAILABILITY OF SHARES

         The Company shall at all times have available sufficient unissued
         Ordinary Shares to meet any exercise of any Option, taking into account
         any arrangements made by the Company to procure the transfer by a third
         party to the relevant Option Holder of Ordinary Shares to satisfy
         (whether in full or in part) the exercise of any Option.

11       BUYOUT OF OPTIONS

         The Committee may at any time buy from an Option Holder his Option
         previously granted with payment in cash, Ordinary Shares or other
         consideration, based on such terms and conditions as the Committee and
         the Option Holder shall agree.

12       TRANSFERS OF OPTIONS

12.1     No Option granted pursuant to the Scheme nor the benefit of an Option
         may be transferred, assigned, charged or otherwise alienated save that
         nothing in the Rules of the Scheme shall prohibit the transmission of
         the Option by operation of law in the event of the death of an Option
         Holder.

12.2     If an Option Holder does or suffers an act or thing whereby he would
         or might be deprived of the legal or beneficial ownership of an Option
         that Option shall forthwith lapse and the Committee shall not knowingly
         permit its exercise.

13       EMPLOYMENT WITH THE COMPANY

13.1     Nothing in the Scheme or any Option granted under the Scheme shall
         confer or be deemed to confer on any Option Holder any right to
         continue in the employ of any


                                      15
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         member of the Group or limit in any way the right of any member of
         the Group to terminate the employment of the Holder with or without
         cause.

13.2     If any Option Holder shall cease to be employed by or hold office with
         a member of the Group for any reason he shall not be entitled by way of
         compensation for loss of office or otherwise to any sum or other
         benefit whatsoever to compensate him for the loss of any right under
         the Scheme notwithstanding any provision to the contrary in his
         contract of employment.

14       DOCUMENTS

         The Company shall deliver to each Option Holder a copy of the documents
         sent to ordinary shareholders of the Company as a class of
         shareholders.

15       ADMINISTRATION

15.1     The Scheme shall be administered by the Committee.  The Committee shall
         have the power to:-

15.1.1   construe and interpret the Scheme, any Option Certificates and any
         other agreement or document executed pursuant to the Scheme;

15.1.2   prescribe, amend and rescind rules and regulations relating to the
         Scheme;

15.1.3   correct any defect, supply any omission, or reconcile any inconsistency
         in the Scheme or any agreement or document executed pursuant to the
         Scheme;

15.1.4   make all other determinations necessary or advisable for the
         administration of the Scheme.

15.2     Any determination made by the Committee with respect to any Option
         shall be made in its sole discretion at the time of grant of the Option
         or, unless in contravention of any express term of the Scheme or
         Option, at any later time, and such determination shall be final and
         binding on the Company and all persons having an interest in any
         Option. The Committee may delegate to one or more


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         officers of the Company the authority to grant Options under the Scheme
         to Option Holders who are not Insiders of the Company.

15.3     An Option shall not be effective unless such Option is in compliance
         with all relevant national and foreign securities laws, rules and
         regulations of any governmental body, and the requirements of any stock
         exchange or automated quotation system upon which the Ordinary Shares
         may then be listed or quoted, as they are in effect on the Date of
         Grant of such Option and also on the date of exercise or other issue.

15.4     If any provision of any Rule or any Option conflicts with the
         applicable requirements of Rule 16b-3 (or its successors) of the SEC
         promulgated under the Exchange Act in relation to Option Holders who
         are or may be Insiders then those provisions to the extent possible
         shall be interpreted or deemed amended so as to avoid such conflict.

15.5     The Board may at any time terminate or amend the Scheme in any respect,
         including without limitation amendment of any form of Option
         Certificate or instrument to be executed pursuant to the Scheme,
         provided however that the Board shall not, without the approval of the
         shareholders of the Company, amend the Scheme in any manner that
         requires such shareholder approval pursuant to the Exchange Act or Rule
         16b-3 (or its successor), as amended, thereunder, provided, further
         that no amendment may be made to outstanding Options without the
         consent of the Option Holders.

16       GOVERNING LAW

         The Scheme shall be governed by and construed in accordance with the
         Laws of England and Wales.


                                       17

<PAGE>

                                    APPENDIX
                               OPTION CERTIFICATE
                     U.K. EMPLOYEE SHARE OPTION SCHEME 1996



                                           Certificate No.           JAN. 96/02


                             INSIGNIA SOLUTIONS PLC
                       (Registered in England No. 1961960)


1        This is to certify that          Name:    [                         ]
                                          Address: [                         ]
                                                   [                         ]
                                                   [                         ]

is a holder of an Option to subscribe for the number of Ordinary Shares of
20p each in the Company shown in Box `A' below subject to the Rules of the
Insignia Solutions UK Employee Share Option Scheme 1996.

<TABLE>
<CAPTION>
-------------------------------------------- ------------------------------ -------------------------
                    `A'                                   `B'                         `C'
         NUMBER OF ORDINARY SHARES                EXERCISE PRICE PER         DATE OF GRANT OF OPTION
          COMPRISED IN THE OPTION                   ORDINARY SHARE

-------------------------------------------- ------------------------------ -------------------------
-------------------------------------------- ------------------------------ -------------------------
<S>                                          <C>                            <C>
                [     ]                               US$ [    ]                    [    ]
-------------------------------------------- ------------------------------ -------------------------
</TABLE>


2                 The Date of Grant of the Option is shown in Box `C' above and
                  the Option is exercisable in whole or in part [not earlier
                  than the first anniversary of the Date of Grant] subject to
                  and in accordance with the Rules of the Scheme.

3                 The figures shown in Box `A' and Box `B' above are subject to
                  adjustment in certain circumstances in accordance with the
                  Rules of the Scheme.

4                 The Option is not transferable, assignable or chargeable.

5                 The Option will lapse on the Last Exercise Date being the
                  [tenth] anniversary of the Date of Grant to the extent that it
                  has not been exercised.

6                 The Option [will be exercisable as to 25% of the shares over
                  which it has been granted on [   ] and will be exercisable as
                  to 1/48 of the Ordinary Shares over which it has been granted
                  on the expiry of each complete month thereafter] [will be
                  exercisable as to 1/48 of the Ordinary Shares over which it
                  has been granted on the expiry of each complete month since
                  the Date of Grant]. The Option is exercisable only by notice
                  in writing in the form prescribed under the Rules of the
                  Scheme. This certificate must be sent to the Company or such
                  office as may be specified from time to time by the Company
                  whenever the Option is

<PAGE>

                  exercised in whole or in part. Where the Option is exercised
                  in respect of part only of the Ordinary Shares comprised in
                  the certificate, the certificate will be returned to the
                  holder with the balance of Ordinary Shares endorsed overleaf.

7                 The rights under the Option may be renounced in whole or in
                  part by the holder giving notice in writing to the Company
                  WITHIN FOURTEEN DAYS AFTER THE DATE OF THIS CERTIFICATE. This
                  certificate must be returned to the Company if the holder
                  wishes to renounce in whole or in part his rights hereunder.
                  If rights are renounced in part only the appropriate
                  replacement certificate will be issued to the holder.

8                 This document shall be presumed to be delivered and is
                  intended by the parties to be a deed when (and not before) it
                  is dated.




Given under the Common Seal        )
of INSIGNIA SOLUTIONS PLC          )
in the presence of:-               )


 ..........................
Director


 ..........................
Secretary



Date: .........................



                                      2