| ***SUN CONFIDENTIAL*** |   | **Exhibit 10.72**

*** ***

***Agreement No.:  80458*** |
|------------------------|--------|--------------------------------------------------------------|

** **

**MASTER SUPPORT AGREEMENT**

** **

This Master SupportAgreement ("Agreement") is made and entered into this 28thday of September, 2001 ("Effective Date") by and between SunMicrosystems, Inc., a Delaware corporation, located at 901 San Antonio Road,Palo Alto, California 94303 ("Sun") and Insignia Solutions, Plc. withits principal place of business at 41300 Christy Street, Fremont, California94538 ("Customer").

 

This Agreement sets forththe terms under which Customer purchases technical support from Sun and Sundelivers such support to Customer.  Thespecific technical support provided is set forth in the Program Modules (asdefined below).

The parties have causedthis Agreement to be executed by their authorized representatives.

 
| **Sun  Microsystems, Inc.** |                    | **Insignia  Solutions, Plc.** |
|-----------------------------|-------------------------|-------------------------------|
|                        |                    |                          |   |   |
| Signed:                     | /s/ Sheila Kerr         |                          | Signed: | /s/ Al Wood |
|                        |                    |                          |   |   |
| Name:                       | Sheila Kerr             |                          | Name: | Al Wood |
|                        | (printed or typed)      |                          |   | (printed or typed) |
|                        |                    |                          |   |   |
| Title:                      | Manager, STS Operations |                          | Title: | CFO |
|                        |                    |                          |   |   |
| Date:                       | 9/28/01                 |                          | Date: | 9/28/01 |

 

The parties agree asfollows:

 

**TERMS AND CONDITIONS**

**1.0       DEFINITIONS**

1.1        *"Confidential Information"* means(i) all technical information and any source code which Sun discloses toCustomer under this Agreement, (ii) that technical information of Customer orbusiness information of either party disclosed to the other pursuant to thisAgreement which is designated as "confidential" (or with words ofsimilar meaning) in writing by the disclosing party, or if disclosed orally,designated as "confidential" (or with words of similar meaning) priorto disclosure.

1.2        *"Customer Contact"*meansemployees of Customer designated to access Support from Sun and coordinateSupport activities with Customer.

1.3        *"Customer Site"* means theCustomer facility physically located at the address identified in AttachmentA.

1.4        *"Distributor"* means an entitythat distributes Customer's products and which is under a contractualobligation to Customer as set forth in this Agreement.

1.5        *"End User"* means the entity towhom the binary code license included with the Supported Products andTechnologies applies and to whom Customer and/orDistributors furnish thebinary products for use on or with Customer's products for internal use and notfor resale, marketing, or leasing.

1.6        *"Error"* means any reproduciblefailure of a Supported Product to perform its intended functions or anysignificant inaccuracies in associated end-user documentation.

1.7        *"Error Corrections"* means amodification, addition, procedure, routine or work-around intended to correctthe practical adverse effects of an Error.

1.8        *"Incident"* means a discretetechnical or non-technical issue that is submitted by Customer which requires aresponse as specified in the applicable Program Module. In cases where multiplerelated issues are resolved as a result of a single response, this will beconsidered a single Incident. 

1.9        *"Incident Pack"* means themaximum number of Incidents during the term of this Agreement that a Customerinitiates. 

1.10      *"Program Module"* means theattachments to this Agreement which describe the features and terms of Support.Certain Program Modules require Customer to execute an additional ProgramModule to add a Supported Product or Technology. In such cases, the additionalProgram Modules will become incorporated by reference herein when executed bythe parties.

1.11      *"Project Team"* means a group ofdevelopment engineers organized to work together on a common set of objectivesor issues that results in a finished product.

 

----

Confidentialtreatment has been requested for portions of this exhibit.  The copy filed herewith omits theinformation subject to the confidentiality request.  Omissions are designated as [******].  A complete version of this exhibit has been filed separately withthe Securities and Exchange Commission.

1.12      *"Software License"*and*"Technology License"* mean an agreement in effect with Sunor any of its affiliated companies at the time of an Incident and pursuant towhich, Customer has been granted at a minimum the right to use or distributeSupported Products and Technologies in binary form.

1.13      *"Support"* means Sun technicalsupport described in the Program Modules including any software, technical dataand documentation.

1.14      *"Supported Product(s) and Technology(ies)"*meansa Sun supported product or technology licensed to Customer pursuant to aSoftware License or a Technology License and for which Customer has paid theappropriate Support fee.

 

**2.0       TERMAND TERMINATION**

2.1        *Term and Termination.*This Agreement willcommence upon the Effective Date and remain in effect for a period of one (1)year. Thereafter, the Agreement shall automatically renew for up to two (2)additional successive one (1) year periods, unless Insignia provides writtennotice of its intent not to renew at least sixty (60) days prior to the end ofthe then current term or unless  theSupport Program Modules for the Supported Products and Technologies cease to bemade generally available by Sun. Either party may terminate this Agreement bywritten notice (i) immediately, upon material breach by the other party of theconfidentiality provisions of this Agreement; or (ii) if the other party failsto cure any material remediable breach within thirty (30) days of receipt ofwritten notice of the breach.

2.2        *Effect of Termination.*Upon termination orexpiration of this Agreement, Customer must discontinue use of Support and SunConfidential Information in its control or possession. Rights and obligationswhich by their nature should survive, will remain in effect after terminationor expiration of this Agreement.

2.3        *No Liability for Termination.*To thefullest extent allowed by any applicable law, Customer agrees that it will haveno rights to damages or indemnification of any nature due to any expiration orrightful termination of this Agreement by Sun pursuant to its terms. CUSTOMEREXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANYTERMINATION OF BUSINESS RELATIONSHIP BY A FOREIGN BUSINESS ENTITY, WHICH MAY EXISTUNDER THE LAWS OF ANY APPLICABLE JURISDICTION.

 

**3.0       CONFIDENTIALINFORMATION**

3.1        *Obligations.*Neither party may discloseConfidential Information or use it except for the purposes specified in thisAgreement. Each party will protect the confidentiality of ConfidentialInformation to the same degree of care, but no less than reasonable care, assuch party uses to protect its own Confidential Information. Each party'sobligations regarding Confidential Information will expire no less than five(5) years from the date of receipt of the Confidential Information, except forSun source code which will be protected by Licensee in perpetuity. Neitherparty may use Confidential Information from the other except for the purposesspecified in this Agreement.

3.2         *Exceptions.*The obligations of Section 3.1will not apply to any portion of the Confidential Information which a receivingparty can demonstrate: (i) is now, or hereafter through no act or failure toact on the part of the receiving party becomes, generally known in the softwareindustry; (ii) is independently developed by the receiving party without use ofany manifestations of the Confidential Information; or (iii) is hereafterrightfully furnished to the receiving party by a third party without restrictionon disclosure.

 

**4.0       PAYMENTS**

4.1        *Payment Terms.*Unless otherwise providedin a Program Module, all payments under this Agreement are due within thirty(30) days of Sun's invoice date. Sun may, at its sole option, immediatelyterminate or suspend Support in the event Customer is delinquent in the paymentof any invoice from Sun for a period in excess of thirty (30) days.

4.2        *Additional Charges.*Any on-Customer Siteservice performed outside the scope of this Agreement, will be charged at thethen prevailing Sun rates for labor, travel, lodging and materials. The minimumtime charged for any travel will be four (4) hours including travel time to andfrom the Customer Site.

4.3        *Taxes.*All payments required by thisAgreement are exclusive of taxes and Customer agrees to be responsible for thepayment of all such taxes (excluding taxes based on Sun's income).

 

**5.0       WARRANTIES**

Sun warrants thatfor a period of ninety (90) days from receipt of software provided under thisAgreement, if any, the media on which the software is furnished will be free ofdefects in materials and workmanship under normal use. Customer's exclusiveremedy and Sun's entire liability under this limited warranty will be at Sun'soption to repair or replace the software.

 

**6.0       DISCLAIMEROF WARRANTIES**

6.1        *Disclaimer.*UNLESS SPECIFIED IN THISAGREEMENT, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR NON-INFRINGEMENT, ARE DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCHDISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

6.2        *Nuclear Applications.* Support is notdesigned or intended for use in the design, construction, operation ormaintenance of any nuclear facility. Sun disclaims any express or implied warrantyof fitness for such uses. 

 

**7.0       LIMITATIONOF LIABILITY**

   Except for obligations under Section 6.2(Nuclear Applications*)*and any applicable Software License orTechnology License, and to the extent not prohibited by applicable law:

   A.     Eachparty's aggregate liability to the other for claims relating to this Agreement,whether for breach or in tort, will be limited to the amount paid by Customerfor the Support which is the subject matter of the claims.

   B.      Neitherparty will be liable for any indirect, punitive, special, incidental orconsequential damage in connection with or arising out of this Agreement(including loss of business, revenue, profits, use, data or other economicadvantage), however it arises, whether for breach or in tort, even if thatparty has been previously advised of the possibility of such damage.

   C.      Liabilityfor damages will be limited and excluded, even if any exclusive remedy providedfor in this Agreement fails of its essential purpose.

 

**8.0       MISCELLANEOUS**

8.1         *Assignment.*Neither party may assign orotherwise transfer any of its rights or obligations under this Agreement,without the prior written consent of the other party, except that Sun mayassign its right to payment and may assign this Agreement to an affiliated company.

8.2        *Force Majeure.*A party is not liable underthis Agreement for non-performance caused by events or conditions beyond thatparty's control, if the party makes reasonable efforts to perform. Thisprovision does not relieve Customer of its obligation to make payments thenowing.

8.3        *Notices.*All written notices required bythis Agreement must be delivered in person or by means evidenced by a deliveryreceipt and will be effective upon receipt.

8.4        *Import and Export Laws.*All Supportdelivered under this Agreement is subject to U.S. Export control laws and maybe subject to export or import regulations in other countries. Customer agreesto comply strictly with all such laws and regulations and acknowledges that ithas the responsibility to obtain such licenses to export, re-export or importas may be required after delivery to Customer.

8.5        *Waiver.*Any express waiver or failure toexercise promptly any right under this Agreement will not create a continuingwaiver or any expectation of non-enforcement.

8.6        *Governing Law.*Any action related to thisAgreement will be governed by California law and controlling U.S. federal law.The United Nations’ Convention on Contracts for the International Sale of Goodsand the choice of law rules of any jurisdiction will not apply.

8.7        *Official Language.*The official text ofthis Agreement will be in the English language and any interpretation orconstruction of this Agreement will be based thereon. In the event that thisAgreement or any documents or notices related to it are translated into anyother language, the English language version will control.

8.8        *Relationship of the Parties.*ThisAgreement is not intended to create a relationship such as a partnership,franchise, joint venture, agency, or employment relationship. Neither party mayact in a manner which expresses or implies a relationship other than that ofindependent contractor, nor bind the other party.

8.9        *Entire Agreement.*This Agreement(including the Program Module(s)) is the parties’ entire agreement relating toits subject matter. It supersedes all prior or contemporaneous oral or writtencommunications, proposals, conditions, representations and warranties andprevails over any conflicting or additional terms of any quote, order,acknowledgment, or other communication between the parties relating to itssubject matter during the term of this Agreement. No modification to thisAgreement will be binding, unless in writing and signed by an authorizedrepresentative of each party.

 

**ATTACHMENT A-1**

**Java TechnologyPROGRAM MODULE**

**(BASE PORTING KIT)**

** **

This ProgramModule sets forth the Support provided by Sun directly to Customer for the BasePorting Kit program for Supported Products and Technologies. For purposes ofthis Program Module, "Technology License" means an agreement ineffect with Sun or any of its affiliated companies at the time of an Incidentand pursuant to which, Customer has been granted, at a minimum, the right touse Supported Products and Technology(ies) in source form.  Customer acknowledges and agrees that ithas, as of the date of Customer's execution of this Attachment A-1, assented toand is bound by the terms of a Technology License with Sun for the SupportedProducts and Technologies listed below. Support provided under this Attachment A-1 shall terminate immediatelyupon termination or expiration of the Technology License for any reason.

 

**1.0          Customer Support Information.**

** **

**1.1          Supported Products and Technologies:**

                Java 2 Platform, Micro Edition Connected DeviceConfiguration ("CDC")

                Java 2 Platform, Micro Edition Foundation Profile("Foundation Profile")

                Java 2 Platform, Micro Edition Connected LimitedDevice Configuration ("CLDC")

                Java 2 Platform, Micro Edition Mobile InformationDevice Profile ("MIDP")

                Personal Java Platform("PJava")

                Java TV

                Embedded Java Platform("eJava")

 

**1.2          Customer Product Line(s):**

                Jeode, Customer's clone virtualmachine products for the embedded market

 

**1.3          Customer Site(s):**

**                 **41300 Christy Street, Fremont, California 94538

 

**2.0       Definitions**

2.1        *"Product Line"*means one (1) ormore Customer products that, in addition to implementing or incorporating thesame Supported Product or Technology, have substantially similar specificationsfor hardware, software, processors and other design elements. The Customer ProductLines for which Sun will provide Support shall be specified in this ProgramModule.

2.2        *"Updates"* means modifications,variations and enhancements, to the extent included in a patch or release ofthe Supported Product or Technology unless otherwise specified herein, whichSun generally licenses as a part of a Supported Product or Technology. Thisterm does not include additional reference implementations or ports of any Javatechnology unless specifically licensed in the Technology License. 

2.3        *"Upgrades"* means new versions ofthe Supported Products and Technologies designated exclusively by Sun as an“Upgrade” and released by Sun from time to time.

 

**3.0      Support Features**

**   *Accessto Technology Compatibility Kit (TCK): **Customerwill have on-line access to the TCK for each Supported Product or Technology inbinary and source form, the TCK User Guide, Error Corrections to the same;frequently asked questions (FAQs) and TCK informational updates. The TCK foreach Supported Product or Technology shall be made available to Customer at thesame time that Sun, in its sole discretion, makes it available to commerciallicensees of that Supported Product or Technology.

**   *Accessto Java Technology Licensee Website:**  On-line access to: Each Supported Product orTechnology in source reference form, Upgrades, Updates, early access versionsand interim builds of the same. As available, on-line access to:  additional documentation, such as,technology specifications, white papers, and frequently asked questions (FAQs).Ability to submit, query, edit and retrieve Incident and Error reports relatedto Customer's account and access Error Corrections. All Java TechnologyLicensee Website Updates, Upgrades, interim builds and early access versionsrelated to a Supported Product or Technology shall be made available toCustomer at the same time as other Customers who have purchased Update andUpgrade Support from Sun for such Supported Product or Technology, which insome cases, may be earlier than other Customers with a Technology License fromSun who have not purchased these Support services. 

 

**   *CompatibilityLogo:**  Provided thatCustomer is in compliance with the applicable Sun trademark license and uponreceipt of Customer's, or a third party's (if required by Sun) certificationthat the compatibility requirements in the User's Guide and the applicableTechnology License have been met, Sun personnel will assist Customer inobtaining the appropriate compatibility and other logos for each of theSupported Products and Technologies that have fulfilled such compatibilityrequirements.

**   *CustomerProduct Lines:** Support in connection with Customer Product Line(s) includes anynew versions, updates or upgrades to the same created by Customer during theterm of this Program Module.

**   *ResponseTime:**  Sun will usereasonable commercial efforts to acknowledge receipt of service requestsrelated to downloading issues within one (1) business day. Acknowledgments aremeasured from the time Customer first contacts Sun with a service request tothe time Sun makes its response.

**   *ProductRelease Information and Updates:**  Periodic description of plans for Supported Products andTechnologies.

**   *CustomerContacts: **One (1)Customer Contact.

**   *UniqueUser ID:**  Sun willprovide the Customer Contact with an unique user ID and password which cannotbe transferred to other Customer employees, contractors or agents.

**   *TestValidity Issues:**   IfCustomer reasonably believes that an error in the TCK exists that renders theTCK incapable of assessing whether Customer's product meets Sun's compatibilityrequirements, Sun will provide reasonable assistance in determining, in Sun'ssole judgment, whether such TCK error exists, provided that Customer: (a)demonstrates how its product should comply with Sun's compatibilityrequirements; (b) reproduces the purported error in the TCK; and (c) providesto Sun all reasonably requested information, materials and assistance. 

 

**4.0       CustomerResponsibilities**

4.1        *Customer Contact.*Customer Contacts mustbe identified in writing to Sun within thirty (30) days of the Effective Date.The Customer Contact must be located at Customer Site. Customer must notifySun's Licensee Support Engineer in writing whenever the Customer Contactchanges. Sun will not be responsible for any delays or damages resulting fromCustomer's failure to notify Sun of a change in its Customer Contact.

4.2        *Compatibility Testing*. Customer shall beresponsible for running and passing the TCK tests as required by the TechnologyLicense, including Attachment E of the Sun Community Source License asapplicable. Any product tested or used with the TCK cannot be deployed ordistributed unless such product is subject to and in compliance with a validTechnology License permitting commercial redistribution.

4.3        *No Modifications*. Customer shall notmodify the source or binary code of the TCK test suites.

 

**5.0          Exclusions**

5.1           *Exceptionsto Support Obligations.*Sun has no obligation to provide debuggingassistance for Customer's applications under this Program Module.

5.2           *CustomerSites.*Support under this Program Module is provided only for TCKslocated at the Customer Site. Support for additional Customer Sites may bepurchased from Sun at an additional fee.

5.3           *SupportedReleases.*Support is only available for the most current release ofa TCK, and in Sun's sole discretion, certain previous version releases of theTCK for a particular Supported Product or Technology.

** **

**6.0       Payments**

In order toreceive the Support described in this Program Module, Customer must pay theProgram Fees per Supported Product and Technology specified in this ProgramModule. Fees will be invoiced annually in advance. Program Fees shall benon-refundable and shall be due at Sun upon execution of this Agreement by theparties. The Program Fee for the initial year of Support under this ProgramModule is [******] for the seven Supported Technologies indicated above([******] for CDC, [******] for FP, [******] for CLDC, [******] for MIDP,[******] for PJava; and [******] for Java TV and upon the condition thatInsignia is paying for Base Porting Kit and JEC support for the SupportedProducts and Technologies listed as of the date of execution of this Agreement,then [******] for eJava). Program Fees for the Supported Products andTechnologies under this Program Module shall be payable [******], due on orbefore the first day of the [******] to which the [******] paymentapplies.  [******] payments for theinitial year shall be in the amount of [******] dollars each, with the initialpayment due upon execution of the Agreement. Program Fees for any renewal termfor CDC. FP, CLDC, MIDP, PJava, Java TV and eJava shall be [******]. 

 

----

*Certain information on this page has been omitted and filed separatelywith the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions.

**7.0       AdditionalSupported Products**

The term ofSupport for any additional Supported Products and Technologies hereunder willbe coterminous with the term of the Agreement. Fees due for such Support willbe prorated on a twelve (12) month basis. The commencement date of additional

Support will bethe date the parties execute an additional Program Module for such additionalSupported Products and Technologies.

 
| **Sun  Microsystems, Inc.** |                    | **Insignia  Solutions, Plc.:** |
|-----------------------------|-------------------------|--------------------------------|
|                        |                    |                           |   |   |
| Signed:                     | /s/ Sheila Kerr         |                           | Signed: | /s/ Al Wood |
|                        |                    |                           |   |   |
| Name:                       | Sheila Kerr             |                           | Name: | Al Wood |
|                        | (printed or typed)      |                           |   | (printed or typed) |
|                        |                    |                           |   |   |
| Title:                      | Manager, STS Operations |                           | Title: | CFO |
|                        |                    |                           |   |   |
| Date:                       | 9/28/01                 |                           | Date: | 9/28/01 |

 

**ATTACHMENT A-2**

**JAVATechnology PROGRAM MODULE**

**(JAVA ENGINEERING CONNECTION – GOLD)**

** **

This Program Module sets forth the Support provided bySun directly to Customer for Supported Products and Technologies. For purposesof this Program Module, "Technology License" means an agreement ineffect with Sun or any of its affiliated companies at the time of an Incidentand pursuant to which, Customer has been granted at a minimum the right to useSupported Products and Technology(ies) in source form.

 

**1.0          Customer Support Information.**

 

**1.1          Supported Products and Technologies:**

                Java 2 Platform, Micro Edition Connected DeviceConfiguration ("CDC")

                Java 2 Platform, Micro Edition Foundation Profile("Foundation Profile")

                Personal Java Platform ("PJava")

                Embedded Java Platform

                Java TV

** **

**1.2       Customer Site(s):**

**                 **41300 Christy Street, Fremont, California 94538

 

**1.3       Field of Use: **

**  **For use in Jeode,Customer's clone virtual machine products for the embedded market.

 

**2.0       Support Features. **Sun will provide Supportwithin the Field of Use specified above as follows:

**   *Access to Java Technology Licensee Website:**On-line access to: porting guides; additional documentation (as available),such as, white papers; frequently asked questions (FAQs), andtechnology-related informational updates. Ability to submit, query, edit andretrieve Incident and Error reports related to Customer's account and accessError Corrections.  Access to contactinformation for business and non-technical issues related to the SupportedProducts and Technologies.  All JavaTechnology Licensee Website contents related to a Supported Product orTechnology shall be made available to Customer at the same time that Sun, inits sole discretion, makes it available to Customers with a Technology Licensefrom Sun for that Supported Product or Technology. 

**   *Areas Covered:**Architectural consulting, porting and tuning assistance, Error and Incidenttracking, and questions regarding building a binary version of the SupportedProduct or Technology for one of Sun's reference platforms on the supportedhardware and operating system configurations specified by Sun.

**   *Technical Account Manager. Includes thefollowing:**

   - A TechnicalAccount Manager ("TAM"") designated by Sun will serve as a pointof contact for the Customer and assist the Customer in evaluating servicelevels and resolving outstanding technical issues related to Supported Productsand Technologies.  The TAM will alsoprovide first-hand information about Java technology source development. TheTAM will contact Customer within thirty (30) days from the Agreement EffectiveDate to schedule an initial meeting or conference call, as appropriate. As aresult of the initial meeting, the TAM will produce a Customer Support needsand requirements document which will serve to guide Sun's delivery of SupportServices to Customer.  The TAM will meetwith Customer at least four (4) times per year regarding Customer's project, atCustomer's site if requested by Customer.

   - Customer andthe TAM may hold further meetings or calls as necessary to finalize the needsand requirements document for Customer's project. The TAM and Customer, atminimum, will meet at the start of any new Customer project involving theSupported Products and Technologies. 

   - Each partygenerally will be responsible for its own travel expenses related to allmeetings. However, Sun in its sole discretion, may agree to pay certain travelexpenses for Customer if a meeting is held at Sun's facilities. 

**   *Product Release Information:**Periodic description of plans for Supported Products and Technologies.

** **

   ***Technical Assistance and Support:**Access to Sun Java technology support staff composed of one (1) TAM which Sunwill identify to Customer in writing and other advisory personnel as needed bytelephone, e-mail, facsimile and internet communications to receive debuggingadvice, porting assistance, compatibility testing assistance, and bug or otherissue tracking.  Such Sun personnel willbe available Monday through Friday, excluding Sun holidays.

   Hours of SupportCoverage:

   Europe, MiddleEast and Africa - 8:30AM to 4:30PM United Kingdom time zone

   Americas -8:00AM to 5:00 PM Pacific time zone

   Asia/Pacific -9:00AM to 6:00PM Singapore time.

**   *Response Time:** Sun willuse reasonable commercial efforts to acknowledge receipt of service requestswithin one (1) business day. Acknowledgments are measured from the timeCustomer first contacts Sun with a service request to the time Sun makes itsresponse.

**   *Error Corrections:** Whenmade generally available by Sun to commercial licensees of the applicable JavaTechnology.  Also made available inresponse to an Incident if Sun, in its sole discretion, deems it appropriate. 

**   *Customer Contacts:**Up tothree (3) Customer Contacts or three (3) Customer Sites.

**   *Unique User ID:** Sun willprovide the Customer Contacts with a unique user ID and password which cannotbe transferred to other Customer employees, contractors or agents.

**   *Product Release Information:**Periodic description of plans for Supported Products and Technologies.

**   *Technology Forums**: Subjectto availability and space limitations, Customer may send up to three (3)employees to attend three (3) technology-specific events sponsored by Sunduring the term of this Agreement at no charge. Sun, at its option, may chargeCustomer for attendance at additional technology events within the Agreementterm. These technology events are provided by Sun on a periodic basis atSun-designated sites. Customer is responsible for all travel, lodging and otherexpenses for its employees attending such events.

 

**3.0       Customer Responsibilities**

3.1           *Error Corrections.*Customer may makeidentical copies of Error Corrections for its internal use only. Customer maymake no more copies than the number of Sun authorized copies of the SupportedProducts and Technologies permitted in the Technology License. Each copy of anError Correction made by Customer must contain a label (a legend, for on-lineversions) which includes the information included on the original copy providedby Sun, including all applicable copyright and trademark notices. 

3.2           *Unmodified Supported Product.*

                A.            Binary Code. To the extent portions of a SupportedProduct or Technology are provided by Sun in binary form only, Customer mayobtain Support for such binary code portions only if: (i) Customer isrequesting Support for an unmodified portion of the Supported Product orTechnology, and (ii) Customer is able to demonstrate the problem with anunmodified copy of the Supported Product or Technology to Sun's satisfaction.

                B.            Source Code. Customer may obtain Support for the sourcecode version of the Supported Product or Technology under this Agreement onlyif:  (i) Customer is requesting Supportfor an unmodified portion of the Supported Product or Technology running onplatforms then currently supported by Sun and licensed to Customer in theTechnology License; (ii) Customer is able to demonstrate the problem with anunmodified copy of the Supported Product or Technology to Sun's satisfaction;and (iii) Customer makes reasonable efforts to identify the lines of sourcecode related to a service request.  IfCustomer cannot correctly identify the lines of source code related to aproblem, Sun will use commercially reasonable efforts to meet the responsetimes described in this Program Module but will not be obligated to provideSupport within such response times.

3.3        *CustomerContacts.*Customer Contacts must be identified in writing to Sunwithin thirty (30) days of the Effective Date. All Customer Contacts must belocated at Customer Site. Customer must notify Sun's Licensee Support Engineerin writing whenever the Customer Contacts change. Sun will not be responsiblefor any delays or damages resulting from Customer's failure to notify Sun of achange in its Customer Contacts.

3.4        *End UserSupport*. Customer shall provide technical and maintenance supportservices to Customer's Distributors and End Users in accordance with Customer'sstandard support practices. Sun shall not be responsible for providing anysupport to Customer's Distributors and End Users for the Supported Products andTechnologies. 

 

**4.0          Exclusions**

4.1           *Exceptions to Support Obligations.*Sun hasno obligation to provide Support under this Program Module, should such Supportbe required because of: (i) failure of Supported Product or Technology due toimproper use; (ii) any alterations or modifications not authorized by Sun;(iii) causes external to Supported Product or Technology, including but notlimited to, degrading effects caused by other software, hardware or environmentalfactors which prevents Supported Product or Technology from functioningproperly.  Support of the source codeversion of a Supported Product or Technology will not include writing ortesting new source code, modified source code or device drivers on behalf ofthe Customer.

4.2           *Customer Sites.*Support under this ProgramModule is provided only for Supported Product or Technology located at theCustomer Site. Support for additional Customer Sites may be purchased from Sunat an additional fee.

4.3           *Supported Releases.*Support is onlyavailable for the most current release, and in Sun's sole discretion, one (1)previous version release of the Supported Product or Technology.

 

**5.0          Payments**

In order to receive the Support described in thisProgram Module, Customer must pay the Program Fees specified in this ProgramModule. Fees will be invoiced annually in advance. Program Fees shall benon-refundable and shall be due at Sun upon execution of this Agreement by theparties. In consideration for the [******] TLDA support payment Insignia madeon August 31, 2001, the Program Fee for the initial year of Support under thisProgram Module is [******] [equal to [******] ] for the Supported Technologiesindicated above. Program Fees for CDC, FP, PJava, Java TV and eJava under thisProgram Module for any renewal term shall be [******], and shall be payable[******], due on or before the first day of the [******] to which the [******]payment applies. Program Fees due for the initial [******] are due upon executionand shall be in the amount of [******], which reflects a credit of [******] forthe support payment under the TLDA. [******] payments for the [******] for theinitial year of support  shall be in theamount of [******] each.

 

**6.0       Additional Supported Products**

The term of Support for any additional SupportedProducts and Technologies hereunder will be coterminous with the term of theAgreement. Fees due for such Support will be prorated on a twelve (12) monthbasis. The commencement date of additional Support will be the date the partiesexecute an additional Program Module for such additional Supported Products andTechnologies.

 
| **Sun  Microsystems, Inc.** |   | **Insignia  Solutions, Plc.:** |
|-----------------------------|--------|--------------------------------|
|                        |   |                           |   |   |  
Signed:

/s/ Sheila Kerr

 

Signed:

/s/ Al Wood

 
 

 

 

 

 

 
Name:

Sheila Kerr

 

Name:

Al Wood

 
 

(printed or typed)

 

 

(printed or typed)

 
 

 

 

 

 

 
Title:

Manager, STS Operations

 

Title:

CFO

 
 

 

 

 

 

 
Date:

9/28/01

 

Date:

9/28/01

 
 

*Certain information on this page has been omitted and filed separatelywith the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omittedportions. |