**Exhibit 10.87**

 

**DATE:      30June 2004**

 

 

**INSIGNIASOLUTIONS PLC**

 

**INSIGNIASOLUTIONS INTERNATIONAL LIMITED**

 

**INSIGNIASOLUTIONS, INC**

 

**INSIGNIASOLUTIONS SARL**

 

**ESMERTECAG**

 

 

**TERMINATIONAND WAIVER AGREEMENT**

 

 

Macfarlanes

10Norwich Street

London

EC4A1BD

 

WGD/573886

 

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**DATE**                                                               30 June 2004

 

**PARTIES**

 

1                                                                                          **INSIGNIA SOLUTIONS PLC**whose registered office is at Insignia House, The Mercury Centre, Wycombe Lane,Wooburn Green, High Wycombe, Bucks HP10 0HH (**PLC**)

 

2                                                                                          **INSIGNIA SOLUTIONS INTERNATIONAL LIMITED** whose registered office is at Insignia House, The Mercury Centre,Wycombe Lane, Wooburn Green, High Wycombe, Bucks HP10 0HH (**Limited**)

 

3                                                                                          **INSIGNIA SOLUTIONS, INC**whose registered office is at 41300 Christy Street, Fremont CA94538USA (**Inc**)

 

4                                                                                          **INSIGNIA SOLUTIONS SARL** whose registered office is at 24 Avenue du Centre, 78180 Montignyle Bretonneux (**SARL**)

 

theforegoing parties being referred to in this Agreement as the **Insignia Parties**; and

 

5                                                                                          **ESMERTEC AG** whoseregistered office is at Lagerstrasse 14, CH-8600 Dubendorf, Switzerland (**Esmertec**)

 

**RECITALS**

 

A                                                                                      The parties are parties to an Asset Purchase Agreement dated 4March 2003 (as amended, varied and supplemented) (the **MainAgreement**) pursuant to which the Insignia Parties have sold andEsmertec has purchased the Business, Assets and Deferred Assets (includingintellectual property rights) as therein defined, as the parties herebyacknowledge.

 

B                                                                                        PLC and Esmertec are parties to a Master Distribution and LicenceAgreement and a Master Support and Maintenance Agreement (partially terminatedby a side letter from Esmertec to PLC dated 16 February 2004 (the **Side Letter**)) and an SSP Software MarketingAgreement and Licence all dated 23 April 2003 (together, including theSide Letter, referred to as the **Ancillary****Agreements**).

 

C                                                                                        Esmertec and PLC are parties to a Charge over Intellectual Propertydated 16 February 2004 (the **Charge**).

 

D                                                                                       The Insignia Parties (on the one hand) and Esmertec (on the other)have agreed to terminate the foregoing agreements by mutual consent and torelease and waive all and any existing and future outstanding obligations,claims and restrictions which may be owed by one to another under or inconnection with those agreements or any of them or the transactions to whichthey relate, in each case on the terms set out in this Agreement, with theintention of achieving a complete and irrevocable severance of any relationshipbetween them.

 

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**AGREEMENT**

 

1                                                                                          **Final payment**

 

1.1                                                                                 Esmertec agrees to pay and PLC agrees to accept the sum ofUS$185,000 in full and final satisfaction of (i) the deferred consideration and(ii) any other consideration as may be due and payable pursuant to the MainAgreement, any balance being waived.

 

1.2                                                                                 The payment referred to in Clause 1.1 shall be paid without setoffor deduction of any kind for value no later than the date seven days after thedate of this Agreement in cleared funds to such account as PLC shall nominate.Without prejudice to any other remedy, if such payment is not paid by thatdate, interest shall accrue and be payable on the unpaid sum at the rate of 10%per annum from that date to the date of payment calculated and accruing on adaily basis and on the basis of a 360 day year.

 

1.3                                                                                 For the avoidance of doubt, payment of the sum referred to in Clause1.1 above (being on account of the deferred consideration under the MainAgreement) is secured by the Charge. With effect from payment in accordancewith Clause 1.1, the assets comprised in the Charge shall be released anddischarged from all mortgages, charges and other security interests createdthereby or pursuant thereto and Esmertec shall be released and discharged fromits obligations and liabilities (whether present or future, actual orcontingent) thereunder. Further, Insignia Parties shall (at Esmertec's requestand cost) execute any documents or otherwise do anything which may reasonablybe required to dismiss or otherwise annul the Charge itself within seven (7)days after receipt of such payment.

 

2                                                                                          **Termination of obligations**

 

With effectfrom the date of this Agreement, and subject as provided in Clause 1 above, theMain Agreement and the Ancillary Agreements are terminated by mutual consentand none of them shall be of any further force or effect for any purpose andthe parties are hereby released and discharged from the further performance orobservance of any obligations, restrictions or duties imposed thereby,including but not limited to any obligation to pay or to repay money or to door refrain from doing any other act, whether any such obligation, restrictionor duty has accrued due at the date of this Agreement or not.

 

3                                                                                          **Release and Waiver**

 

Subject as provided in Clause 1 above, the Insignia Parties forthemselves, their shareholders, directors, successors and assigns (on the onehand) and Esmertec for itself, its shareholders, directors, successors andassigns (on the other) hereby release and waive all and any rights and claims,whether in contract, tort, trust or otherwise which they may have or to whichthey may be entitled as against the other, whether accrued at the date of thisAgreement or which might arise or accrue hereafter, under or otherwise inconnection with the Main Agreement, the Ancillary Agreements or thetransactions effected by any such agreements, and each of them covenants not tosue or to take any other action against the other in connection with any suchagreement or transaction.

 

4                                                                                          **Comprehensive intent**

 

The parties declare that their intention is that the releases andwaivers contained in and effected by this Agreementshould be comprehensive and not limited in any respect and that each of themhas taken such professional legal advice in connection with this Agreement asit considers necessary.

 

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5                                                                                          **Confidentiality**

 

5.1                                                                                 Subject as provided in Clause 5.2, the parties shall keep the termsof this Agreement and of the Main Agreement, the Ancillary Agreements and theCharge and the subject matter thereof and the negotiations leading to theirexecution confidential and shall make no public statement or disclosure to anythird party (excluding its professional advisers in connection with seekingtheir professional advice) in connection therewith, without first obtaining thewritten approval of the other parties.

 

5.2                                                                                 Clause 5.1 shall not prevent any party from making any disclosurerequired by law or by any government, administrative or regulatory body ofcompetent jurisdiction provided that before making such disclosure the relevantparty shall make reasonable efforts to resist or limit the same and to seekconfidential status for such discourse, and shall in any event (unlessprohibited by law) notify the other parties of the obligation and extent ofsuch disclosure at the earliest reasonable opportunity.

 

6                                                                                          **Law and Jurisdiction**

 

## This Agreement shall be governed by and construed inaccordance with English law and the parties irrevocably submit to the exclusivejurisdiction of the English courts as regards any claim, dispute or matterarising out of or in relation to this Agreement.

 

7                                                                                          **General**

 

This Agreement may be executed by facsimile and/or bythe parties on one or more counterparts (each in the same form) provided thatall the parties execute at least one counterpart. Such counterparts shalltogether constitute a single instrument.

 

##  

**EXECUTED** and delivered as a Deed by each of the parties on the date at thetop of page 1

 

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| **DULY EXECUTED** by                   | )      |                   |
|----------------------------------------|--------|------------------------|
| **INSIGNIA SOLUTIONS PLC**)            |   |                   |
| acting  by two directors or other duly | )      |                   |
| authorised  representatives            | )      | /s/  Mark E. McMillan  |   |
|                                   |   |                   |
|                                   |   |                   |
|                                   |   | /s/  Richard M. Noling |   |
|                                   |   |                   |
|                                   |   |                   |
| **DULY EXECUTED** by                   | )      |                   |
| **INSIGNIA SOLUTIONS**                 | )      |                   |
| **INTERNATIONAL LIMITED**)             |   |                   |
| acting  by two directors or other duly | )      |                   |
| authorised  representatives            | )      | /s/  Mark E. McMillan  |   |
|                                   |   |                   |
|                                   |   |                   |
|                                   |   | /s/ Richard  M. Noling |   |
|                                   |   |                   |
|                                   |   |                   |
| **DULY EXECUTED** by                   | )      |                   |
| **INSIGNIA SOLUTIONS, INC**)           |   |                   |
| acting  by two directors or other duly | )      |                   |
| authorised  representatives            | )      | /s/  Mark E. McMillan  |   |
|                                   |   |                   |
|                                   |   |                   |
|                                   |   | /s/  Richard M. Noling |   |
|                                   |   |                   |
|                                   |   |                   |
| **DULY EXECUTED** by                   | )      |                   |
| **INSIGNIA SOLUTIONS SARL**            | )      |                   |
| acting  by two directors or other duly | )      |                   |
| authorised  representatives            | )      | /s/  Mark E. McMillan  |   |
|                                   |   |                   |
|                                   |   |                   |
|                                   |   | /s/  Richard M. Noling |   |
|                                   |   |                   |
|                                   |   |                   |
| **DULY EXECUTED** by                   | )      |                   |
| **ESMERTEC AG**                        | )      |                   |
| acting  by two directors or other duly | )      |                   |
| authorised  representatives            | )      | /s/  Edwin Douglass    |   |
|                                   |   |                   |
|                                   |   |                   |
|                                   |   | /s/  Daniel Diez       |   |

 

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