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                              CONSULTING AGREEMENT

        This Agreement is made as of December 28, 1998, (the "Effective 
Date") by and between Insignia Solutions, a corporation ("Company"), and 
Albert Sisto ("Consultant").

                                  R E C I T A L

        Consultant desires to perform, and Company desires to have Consultant 
perform, consulting services as an independent contractor to Company.

        NOW, THEREFORE, the parties agree as follows:

        1.      SERVICES.

                (a)     REQUEST. From time to time during the Period of
                        Consultancy (as defined below), Company may request
                        Consultant to provide certain services to Company.
                        However, Company has no obligation to request Consultant
                        to perform any services, and if such a request is made
                        by Company, Consultant has no obligation to agree to
                        perform such services. Company's request will specify
                        the services to be performed and the specific results to
                        be achieved (the "SERVICES") by use of the form attached
                        hereto as Exhibit A (the "PROJECT DESCRIPTION").

                (b)     PERFORMANCE. Upon agreement between Consultant and
                        Company to the Services, compensation and completion
                        date terms of the Project Description, Consultant will
                        perform the Services. Consultant agrees to use best
                        efforts to perform the Services during the Period of
                        Consultancy.

                (c)     PERIOD OF CONSULTANCY. The "Period of Consultancy" will
                        commence on the Effective Date and will terminate on
                        June 30, 1999, unless at that time Services are being
                        performed pursuant to a Project Description which
                        specifies a later completion date, in which case the
                        Period of Consultancy will terminate on such completion
                        date.

                (d)     PAYMENT. As sole compensation for the performance of the
                        Services, Company will pay Consultant the hourly
                        consulting rate stated in the Project Description, up to
                        the maximum fee stated. Any expenses incurred by
                        Consultant in performing the Services will be the sole
                        responsibility of Consultant. Consultant will invoice
                        Company on a monthly basis for the number of hours spent
                        in performing the Services. Company will pay each such
                        invoice no later than thirty (30) days after its
                        receipt. Consultant will receive no royalty or other
                        remuneration on the production or distribution of any
                        products developed by Company or by Consultant in
                        connection with or based upon the Services ("PRODUCTS").

        2.      RELATIONSHIP OF PARTIES.

                (a)     INDEPENDENT CONTRACTOR. Consultant is an independent
                        contractor and is not an agent or employee of, and has
                        no authority to bind, Company by contract or otherwise.
                        Consultant will perform the Services under the 

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                        general direction of Company, but Consultant will 
                        determine, in Consultant's sole discretion, the manner 
                        and means by which the Services are accomplished, 
                        subject to the requirement that Consultant shall at 
                        all times comply with applicable law. Company has no 
                        right or authority to control the manner or means by 
                        which the Services are accomplished.

                (b)     EMPLOYMENT TAXES AND BENEFITS. Consultant will report as
                        self-employment income all compensation received by
                        Consultant pursuant to this Agreement. Consultant will
                        indemnify Company and hold it harmless from and against
                        all claims, damages, losses and expenses, including
                        reasonable fees and expenses of attorneys and other
                        professionals, relating to any obligation imposed by law
                        on Company to pay any withholding taxes, social
                        security, unemployment or disability insurance, or
                        similar items in connection with compensation received
                        by Consultant pursuant to this Agreement. Consultant
                        will not be entitled to receive any vacation or illness
                        payments, or to participate in any plans, arrangements,
                        or distributions by Company pertaining to any profit
                        sharing, insurance or similar benefits for Company's
                        employees. Consultant will be entitled to receive stock
                        options as determined by the Compensation Committee of
                        Company, and bonus as specified in Exhibit A (6).

                (c)     LIABILITY INSURANCE. Consultant will maintain adequate
                        insurance to protect Consultant from the following: (a)
                        claims under worker's compensation and state disability
                        acts; (b) claims for damages because of bodily injury,
                        sickness, disease or death which arise out of any
                        negligent act or omission of Consultant; and (c) claims
                        for damages because of injury to or destruction of
                        tangible or intangible property, including loss of use
                        resulting therefrom, which arise out of any negligent
                        act or omission of Consultant.

        3.      PROPERTY OF COMPANY.

                (a)     DEFINITION. For the purposes of this Agreement, "DESIGNS
                        AND MATERIALS" shall mean all designs, discoveries,
                        inventions, products, computer programs, procedures,
                        improvements, developments, drawings, notes, documents,
                        information and materials made, conceived or developed
                        by Consultant alone or with others which result from or
                        relate to the Services.

                (b)     ASSIGNMENT OF OWNERSHIP. Consultant hereby irrevocably
                        transfers and assigns any and all of its right, title,
                        and interest in and to Designs and Materials, including
                        but not limited to all copyrights, patent rights, trade
                        secrets and trademarks, to Company. Designs and
                        Materials will be the sole property of Company and
                        Company will have the sole right to determine the
                        treatment of any Designs and Materials, including the
                        right to keep them as trade secrets, to file and execute
                        patent applications on them, to use and disclose them
                        without prior patent application, to file registrations
                        for copyright or trademark on them in its own name, or
                        to follow any other procedure that Company deems
                        appropriate. Consultant 

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                        agrees: (a) to disclose promptly in writing to Company 
                        all Designs and Materials; (b) to cooperate with and 
                        assist Company to apply for, and to execute any 
                        applications and/or assignments reasonably necessary 
                        to obtain, any patent, copyright, trademark or other 
                        statutory protection for Designs and Materials in 
                        Company's name as Company deems appropriate; and (c) 
                        to otherwise treat all Designs and Materials as 
                        "Confidential Information", as defined below. These 
                        obligations to disclose, assist, execute and keep 
                        confidential will survive any expiration or termination
                        of this Agreement.

                (c)     MORAL RIGHTS WAIVER. "MORAL RIGHTS" means any right to
                        claim authorship of a work, any right to object to any
                        distortion or other modification of a work, and any
                        similar right, existing under the law of any country in
                        the world, or under any treaty. Consultant hereby
                        irrevocably transfers and assigns to Company any and all
                        Moral Rights that Consultant may have in any Services,
                        Designs and Materials or Products. Consultant also
                        hereby forever waives and agrees never to assert against
                        Company, its successors or licensees any and all Moral
                        Rights Consultant may have in any Services, Designs and
                        Materials or Products, even after expiration or
                        termination of the Period of Consultancy.

        4.      CONFIDENTIAL INFORMATION. Consultant acknowledges that
                Consultant will acquire information and materials from Company
                and knowledge about the business, products, programming
                techniques, experimental work, customers, clients and suppliers
                of Company and that all such knowledge, information and
                materials acquired, the existence, terms and conditions of this
                Agreement, and the Designs and Materials, are and will be the
                trade secrets and confidential and proprietary information of
                Company (collectively "CONFIDENTIAL INFORMATION"). Confidential
                Information will not include, however, any information which is
                or becomes part of the public domain through no fault of
                Consultant or that Company regularly gives to third parties
                without restriction on use or disclosure. Consultant agrees to
                hold all such Confidential Information in strict confidence, not
                to disclose it to others or use it in any way, commercially or
                otherwise, except in performing the Services, and not to allow
                any unauthorized person access to it, either before or after
                expiration or termination of this Agreement. Consultant further
                agrees to take all action reasonably necessary and satisfactory
                to protect the confidentiality of the Confidential Information
                including, without limitation, implementing and enforcing
                operating procedures to minimize the possibility of unauthorized
                use or copying of the Confidential Information.

        5.      TERMINATION AND EXPIRATION.

                (a)     BREACH. Either party may terminate this Agreement in the
                        event of a breach by the other party of this Agreement
                        if such breach continues uncured for a period of ten
                        (10) days after written notice.

                (b)     AT WILL. Company may terminate this Agreement at any
                        time, for any reason or no reason, by written notice to
                        Consultant.

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                (c)     EXPIRATION. Unless terminated earlier, this Agreement
                        will expire at the end of the Period of Consultancy.

                (d)     NO ELECTION OF REMEDIES. The election by Company to
                        terminate this Agreement in accordance with its terms
                        shall not be deemed an election of remedies, and all
                        other remedies provided by this Agreement or available
                        at law or in equity shall survive any termination.

        6.      EFFECT OF EXPIRATION OR TERMINATION. Upon the expiration or
                termination of this Agreement for any reason:

                (a)     each party will be released from all obligations to the
                        other arising after the date of expiration or
                        termination, except that expiration or termination of
                        this Agreement will not relieve Consultant of its
                        obligations under Sections 2(b), 3,4,7,8(c) and 9, nor
                        will expiration or termination relieve Consultant or
                        Company from any liability arising from any breach of
                        this Agreement; and

                (b)     Consultant will promptly notify Company of all
                        Confidential Information, including but not limited to
                        the Designs and Materials, in Consultant's possession
                        and, at the expense of Consultant and in accordance with
                        Company's instructions, will promptly deliver to Company
                        all such Confidential information.

        7.      LIMITATION OF LIABILITY. IN NO EVENT SHALL COMPANY BE LIABLE FOR
                ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF
                ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS
                BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

        8.      COVENANTS.

                (a)     COMPETITIVE ACTIVITIES. Consultant will not during the
                        term of this Agreement, directly or indirectly, in any
                        individual or representative capacity, engage or
                        participate in or provide services to any business that
                        is competitive with the types and kinds of business
                        being conducted by Company.

                (b)     PRE-EXISTING OBLIGATIONS. Consultant represents and
                        warrants that Consultant is not under any pre-existing
                        obligation inconsistent with the provisions of this
                        Agreement.

                (c)     SOLICITATION OF EMPLOYMENT. Because of the trade secret
                        subject matter of Company's business, Consultant agrees
                        that it will not solicit the services of any of the
                        employees, consultants, suppliers or customers of
                        Company for the Period of Consultancy and for six (6)
                        months thereafter.

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        9.      GENERAL.

                (a)     ASSIGNMENT. Consultant may not assign Consultant's
                        rights or delegate Consultant's duties under this
                        Agreement either in whole or in part without the prior
                        written consent of Company. Any attempted assignment or
                        delegation without such consent will be void.

                (b)     EQUITABLE REMEDIES. Because the Services are personal
                        and unique and because Consultant will have access to
                        Confidential Information of Company, Company will have
                        the right to enforce this Agreement and any of its
                        provisions by injunction, specific performance or other
                        equitable relief without prejudice to any other rights
                        and remedies that Company may have for a breach of this
                        Agreement.

                (c)     ATTORNEY'S FEES. If any action is necessary to enforce
                        the terms of this Agreement, the substantially
                        prevailing party will be entitled to reasonable
                        attorneys' fees, costs and expenses in addition to any
                        other relief to which such prevailing party may be
                        entitled.

                (d)     GOVERNING LAW; SEVERABILITY. This Agreement will be
                        governed by and construed in accordance with the laws of
                        the State of California excluding that body of law
                        pertaining to conflict of laws. If any provision of this
                        Agreement is for any reason found to be unenforceable,
                        the remainder of this Agreement will continue in full
                        force and effect.

                (e)     NOTICES. Any notices under this Agreement will be sent
                        by certified or registered mail, return receipt
                        requested, to the address specified below or such other
                        address as the party specifies in writing. Such notice
                        will be effective upon its mailing as specified.

                (f)     COMPLETE UNDERSTANDING; MODIFICATION. This Agreement,
                        together with each version of Exhibit A executed by the
                        parties, constitutes the complete and exclusive
                        understanding and agreement of the parties and
                        supersedes all prior understanding and agreements,
                        whether written or oral, with respect to the subject
                        matter hereof. Any waiver, modification or amendment of
                        any provision of this Agreement will be effective only
                        if in writing and signed by the parties hereto.

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         IN WITNESS WHEREOF, the parties have signed this Agreement as of the 
Effective Date.

COMPANY                                CONSULTANT:


By:  /s/ Richard M. Noling             By:    /s/ Albert E. Sisto
   ---------------------------------       ---------------------------------
Title:    CEO                          Title: Director
      ------------------------------         -------------------------------

------------------------------------   Federal Tax I.D. Number:
                                               ###-##-####
------------------------------------   -------------------------------------

Address:  41300 Christy St.            Address: 1105 Via Roble
        ----------------------------           -----------------------------
          Fremont, CA 94538                     Lafayette, CA 94549
------------------------------------   -------------------------------------

------------------------------------   -------------------------------------

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                                    EXHIBIT A

                               PROJECT DESCRIPTION

This Project Description is issued under and subject to all of the terms and 
conditions of the Consulting Agreement dated as of December 28, 1998 by and 
between Company and Albert Sisto.

1.       Services to be performed and results to be achieved:

                  Sales consulting, Sales training, Sales contacts and such
                  other duties as are from time to time agreed to.

2.       Half-Day Consulting Rate:  $500

3.       Maximum Number of Days:    Seventy (70)

4.       Maximum Consulting Fee:    $35,000

5.       Start Date:                12/28/98

6.       Sales Bonus:               Q1 1999 - $5,000 for each qualifying 
                                    customer contract* signed in the assigned 
                                    geographic region (rate doubles for 3 
                                    plus contracts)

                                    Q2 1999 - $2,000 for each qualifying
                                    customer contract* signed in the
                                    assigned geographic region (rate
                                    doubles for 8 plus contracts)

AGREED AS OF      12/28     , 19 98 
            ----------------    ----

COMPANY:

By: /s/ Richard M. Noling
   ---------------------------------
Title: C.E.O
      ------------------------------

CONSULTANT:

By: /s/ Albert E. Sisto
   ---------------------------------
Title: Director
      ------------------------------

*Qualifying customer contract defined as a contract with a value in excess of 
$500,000 over the 2 years after signing by Insignia and the customer.