**EXHIBIT 4.10****THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATEDUNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THESALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701 UNDER THE ACT, OR THE COMPANY RECEIVES ANOPINION OF COUNSEL FOR THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION ISEXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.****THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HELD BY AN AFFILIATE OF THE COMPANY. NO SALE ORDISPOSITION OF THESE SHARES MAY BE EFFECTED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION RELATEDTHERETO OR IN COMPLIANCE WITH RULE 144 OR ITS SUCCESSOR OR PURSUANT TO AN OPINION OF COUNSEL THATSUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.**   **Warrant No.       ** **Number of Shares:                   **  **(subject to adjustment)****Date of Issuance:**July 18, 2005**INSIGNIA SOLUTIONS PLC****Warrant to Purchase American Depositary Shares**     Insignia Solutions plc (the “***Company***), for value received equal to $0.0001 per share ofWarrant Stock, hereby certifies that                      or his registered assigns (the “***RegisteredHolder***”), is entitled, subject to the terms set forth below, to have issued to it by the Company,at any time after the six month anniversary of the date hereof and on or before the Expiration Date(as defined in Section 6 below),                      American depositary shares (“***ADSs***”) (as adjustedfrom time to time pursuant to the provisions of this Warrant), with each ADS representing oneordinary share, 20 pence per share nominal value of the Company, at a per share Exercise Priceequal to $1.11 per share (subject to adjustment as hereinafter provided), provided however that theExercise Price shall be at least the U.S. Dollar equivalent of 20 pence per ADS calculated byreference to the average currency conversion rate quoted by the Bank of America in London as theprice for Pounds Sterling purchased with U.S. Dollars prevailing at the date the Warrant isexercised. Notwithstanding any provision hereof to the contrary (and in particular any provisionrelating to the adjustment of the Exercise Price), the Company shall not be required or permittedto issue any ordinary shares under this Warrant (or have its transfer agent or Depositary issue anyADSs), if such issuance would breach the Company’s obligations under the United Kingdom CompaniesAct 1985. The shares to be issued upon exercise of this Warrant and the exercise price per share,as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referredto as the “***Warrant Stock***” and the “***Exercise Price***,” respectively.     This Warrant is issued pursuant to that certain American Depositary Shares Purchase Agreementdated October 18, 2004 among the Company and certain individuals and entities listed on Exhibit Athereof (the “***Purchase Agreement***”). Any capitalized terms used herein, but not defined herein,shall carry those definitions ascribed to them in the Purchase Agreement.     1. **Fully Vested Shares on Six Month Anniversary.**The shares of Warrant Stock will becomefully vested and exercisable as of the date that is six months after the date of this Warrant.
 

 
     2. **Exercise.**          (a) Method of Exercise. This Warrant may be exercised by the Registered Holder, in whole or inpart, by surrendering this Warrant, with the exercise form appended hereto as Exhibit A dulyexecuted by such Registered Holder.     Holder or by such Registered Holder’s duly authorized attorney, at the principal office of theCompany, or at such other office or agency as the Company may designate in writing prior to thedate of such exercise, accompanied by payment in full of the Exercise Price payable in respect ofthe number of shares of Warrant Stock issued upon such exercise. The Exercise Price may be paid bycash, check, wire transfer or by the surrender of promissory notes or other instrumentsrepresenting indebtedness of the Company to the Registered Holder.          (b) Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have beeneffected immediately prior to the close of business on the day on which this Warrant shall havebeen surrendered to the Company as provided in Section 2(a) above. At such time, the person orpersons in whose name or names any certificates for Warrant Stock shall be issuable upon suchexercise as provided in Section 2(c) below shall be deemed to have become the holder or holders ofrecord of the Warrant Stock represented by such certificates.          (c) Delivery to Holder. As soon as practicable after the exercise of this Warrant in whole orin part, and in any event within 10 days thereafter, the Company at its expense will cause to beissued in the name of, and delivered to, the Registered Holder, or as such Registered Holder (uponpayment by such Registered Holder of any applicable transfer taxes) may direct:               (i) an American Depositary Receipt representing such number of shares of Warrant Stock towhich such Registered Holder shall be entitled, and               (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof)of like tenor, calling in the aggregate on the face or faces thereof for the number of shares ofWarrant Stock equal (giving effect to any adjustment therein) to the number of such shares calledfor on the face of this Warrant minus the number of such shares issued to the Registered Holderupon such exercise as provided in Section 2(a) above.     3. **Adjustments**.     The following provisions in relation to adjustments shall be subject to the provisions in theopening clause of this Warrant relating to the minimum Exercise Price and to breaches of the UnitedKingdom Companies Act 1985:          (a) Share subdivision and Dividends. If the Company’s outstanding shares shall be subdividedinto a greater number of shares or a dividend in ordinary shares shall be paid in respect of theADSs, the Exercise Price in effect immediately prior to such subdivision or at the record date ofsuch dividend shall simultaneously with the effectiveness of such subdivision or immediately afterthe record date of such dividend be proportionately reduced, subject to the proviso that theExercise Price shall never be less than the US Dollar equivalent to 20 pence on the date ofexercise. If outstanding shares shall be combined into a smaller number of shares, the ExercisePrice in effect immediately prior to such combination shall, simultaneously with the effectivenessof such combination, be proportionately increased. When any adjustment is required to be made inthe Exercise Price, the number of shares of Warrant Stock to be issued upon the exercise of thisWarrant shall be changed to the number determined by dividing (i) an amount equal to the number ofshares issuable upon the exercise of this Warrant immediately prior to such adjustment, multipliedby the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price ineffect immediately after such adjustment.          (b) Merger, Sale, Reclassification, Etc. In case of any (i) sale or other disposal of all orsubstantially all of the Company’s assets or distribution of property to shareholders (other thandistributions payable out of distributable profits available for that purpose), (ii)reclassification, change or conversion of the share capital of the Company or of any reorganizationof the Company (or any other company the shares or securities of which are at the time receivableupon the exercise of this Warrant) or (iii) any similar corporate reorganization on or after thedate hereof, then and in each such case the holder of this Warrant, upon the exercise hereof at anytime thereafter shall be entitled to receive, in lieu of the shares or other securities andproperty receivable upon the exercise hereof prior to such
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sale or other disposal, reclassification, change, conversion or reorganization, the shares orproperty to which such holder would have been entitled upon such consummation if such holder hadexercised this Warrant immediately prior thereto, all subject to further adjustment as provided inSection 3(a) or 3(b); and in each such case, the terms of this Section 3 shall be applicable to theshares or other securities properly receivable upon the exercise of this Warrant after such sale orother disposal, reclassification, change, conversion or reorganization.          (c) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock orthe Exercise Price pursuant to this Section 3, the Company shall promptly mail to the RegisteredHolder a certificate setting forth (i) a brief statement of the facts requiring such adjustment,(ii) the Exercise Price after such adjustment and (iii) the kind and amount of shares or othersecurities or property into which this Warrant shall be exercisable after such adjustment.     4. **Transfers.**          (a) Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and theWarrant Stock have not been registered under the Securities Act of 1933, as amended (the“***Securities Act***”), and agrees not to sell, pledge, distribute, offer for sale, transfer orotherwise dispose of this Warrant or any Warrant Stock issued upon its exercise in the absence of(i) an effective registration statement under the Securities Act as to this Warrant or such WarrantStock and registration or qualification of this Warrant or such Warrant Stock under any applicableU.S. federal or state securities law then in effect or (ii) an opinion of counsel, reasonablysatisfactory to the Company, that such registration and qualification are not required. Eachcertificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shallbear a legend substantially to the foregoing effect.          (b) Transferability. Subject to the provisions of Section 4(a) hereof, this Warrant and allrights hereunder are transferable, in whole or in part, to (i) any entity controlling, controlledby or under common control of the Registered Holder that is not in the good faith determination ofthe Company’s Board of Directors involved in a business that is competitive with the Company’sbusiness, or (ii) to any other proposed transferee of at least fifty percent (50%) of the WarrantShares by surrendering the Warrant with a properly executed assignment (in the form of Exhibit Bhereto) at the principal office of the Company.          (c) Warrant Register. The Company will maintain a register containing the names and addressesof the Registered Holders of this Warrant. Until any transfer of this Warrant is made in thewarrant register, the Company may treat the Registered Holder of this Warrant as the absolute ownerhereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, theCompany may (but shall not be required to) treat the bearer hereof as the absolute owner hereof forall purposes, notwithstanding any notice to the contrary. Any Registered Holder may change suchRegistered Holder’s address as shown on the warrant register by written notice to the Companyrequesting such change.     5. **No Impairment.**The Company will not, by amendment of its memorandum and articles ofassociation or through reorganization, dissolution, sale of assets or any other voluntary action,avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will(subject to Section 14 below) at all times in good faith assist in the carrying out of all suchterms and in the taking of all such action as may be necessary or appropriate in order to protectthe rights of the holder of this Warrant against impairment.     6. **Termination.**This Warrant (and the right to purchase securities upon exercise hereof)shall terminate on the earlier of: (i) April 18, 2010 or (ii) the closing of any sale of all orsubstantially all of the assets of the Company, or any transaction or series of relatedtransactions in which the Company’s shareholders (which shall include, for the avoidance of doubt,indirect shareholders who hold ADSs through the depositary) immediately prior thereto own less thana majority of the voting shares of the Company (or its successor or parent) immediately thereafter(an “***Acquisition***”) (the “***Expiration Date***”).     7. **Notices of Certain Transactions. In case:**          (a) the Company shall take a record of the holders of its Ordinary Shares (including ADSs) (orother stock or securities at the time deliverable upon the exercise of this Warrant) for thepurpose of entitling or enabling them to receive any dividend or other distribution, or to receiveany right to subscribe for or purchase any
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shares of any class or any other securities, or to receive any other right, to subscribe foror purchase any shares of stock of any class or any other securities, or to receive any otherright, or          (b) of any capital reorganization of the Company, any reclassification of the share capital ofthe Company, or          (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,then, and in each such case, the Company will mail or cause to be mailed to the Registered Holderof this Warrant a notice specifying, as the case may be, (i) the date on which a record is to betaken for the purpose of such dividend, distribution or right, and stating the amount and characterof such dividend, distribution or right, or (ii) the effective date on which such reorganization,reclassification, transfer, dissolution, liquidation or winding-up is to take place, and the time,if any is to be fixed, as of which the holders of record of Ordinary Shares (including ADSs) (orsuch other securities at the time deliverable upon such reorganization, reclassification, transfer,dissolution, liquidation or winding-up) are to be determined.     8. **Reservation of Shares.**The Company shall ensure that it will have sufficient authorizedbut unissued share capital out of which it can allot and issue such shares of Warrant Stock as mayneed to be issued to the Registered Holder upon the exercise of this Warrant.     9. **Exchange of Warrants.**Upon the surrender by the Registered Holder of any Warrant orWarrants, properly endorsed, to the Company at the principal office of the Company, the Companywill, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order ofsuch Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of suchRegistered Holder or as such Registered Holder (upon payment by such Registered Holder of anyapplicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof forthe number of shares of ADSs called for on the face or faces of the Warrant or Warrants sosurrendered.     10. **Replacement of Warrants.**Upon receipt of evidence reasonably satisfactory to the Companyof the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft ordestruction) upon delivery of an indemnity agreement (with surety if reasonably required) in anamount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender andcancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.     11. **Notices.**Any notice required or permitted by this Warrant shall be in writing and shallbe deemed duly given upon receipt, when delivered personally or by courier, overnight deliveryservice or confirmed facsimile, or 48 hours after being deposited in the regular mail as certifiedor registered mail (airmail if sent internationally) with postage prepaid, addressed (a) if to theRegistered Holder, to the address of the Registered Holder most recently furnished in writing tothe Company and (b) if to the Company, to the address set forth on the signature page of thisWarrant or as subsequently modified by written notice to the Registered Holder.     12. **No Rights as Shareholder.**Until the exercise of this Warrant, the Registered Holder ofthis Warrant shall not have or exercise any rights by virtue hereof as a shareholder of theCompany.     13. **No Fractional Shares.**No fractional shares of ADSs will be issued in connection with anyexercise hereunder.     14. **Amendment or Waiver.**Any term of this Warrant may be amended or waived upon writtenconsent of the Company and the registered holders of at least 80% of the ADSs issuable uponexercise of the outstanding warrants purchased pursuant to the Purchase Agreement. By acceptancehereof, the Registered Holder acknowledges that in the event the required consent is obtained, anyterm of this Warrant may be amended or waived with or without the consent of the Registered Holder;provided, however, that any amendment hereof that would materially adversely affect the RegisteredHolder in a manner different from the holders of the remaining warrants issued pursuant to thePurchase Agreement shall also require the consent of Registered Holder.     15. **Headings.**The headings in this Warrant are for purposes of reference only and shall notlimit or otherwise affect the meaning of any provision of this Warrant.
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     16 **Governing Law.**This Warrant and all acts and transactions pursuant hereto and the rightsand obligations of the parties hereto shall be governed, construed and interpreted in accordancewith the laws of the State of CaliforniaEngland,without giving effect to principles of conflictsof law.     17. **Registration Rights.**The Warrant Shares are subject to the re-sale registration rightsdescribed in the Registration Rights Agreement by and between the Company and the Registered Holderand dated October 18, 2004.     18. **Representations and Covenants of the Holder.**This Warrant has been entered into by theCompany in reliance upon the following representations and covenants of the Registered Holder:          (a) Investment Purpose. The Registered Holder is acquiring the Warrant and the ADSs issuableupon exercise of the Warrant for its own account, not as a nominee or agent and with no presentintention of selling or otherwise distributing any part thereof.          (b) Private Issue. The Registered Holder understands, except as provided in the RegistrationRights Agreement, (i) that neither the Warrant nor the ADSs issuable upon exercise of this Warrantis, nor will be, registered under the Securities Act or qualified under applicable state securitieslaws on the ground that the issuance contemplated by this Warrant will be exempt from theregistration and qualifications requirements thereof pursuant to Section 4(2) of the Securities Actand any applicable state securities laws, and (ii) that the Company’s reliance on such exemption ispredicated on the representations set forth in this Section 18.          (c) Disposition of Holder’s Rights. In no event will the Registered Holder make a dispositionof the Warrant or the ADSs issuable upon exercise of the Warrant in the absence of (i) an effectiveregistration statement under the Securities Act as to this Warrant or such Warrant Stock andregistration or qualification of this Warrant or such Warrant Stock under any applicable U.S.federal or state securities law then in effect or (ii) an opinion of counsel, reasonablysatisfactory to the Company, that such registration and qualification are not required.Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of itsrights to acquire ADSs do not apply to transfers from the beneficial owner of any of theaforementioned securities to its nominee or from such nominee to its beneficial owner, and shallterminate as to any particular ADS when (1) such security shall have been effectively registeredunder the Securities Act and sold by the holder thereof in accordance with such registration or (2)such security shall have been sold without registration in compliance with Rule 144 under theSecurities Act, or (3) a letter shall have been issued to the Registered Holder at its request bythe staff of the Securities and Exchange Commission (the “***SEC***”) or a ruling shall have been issuedto the Registered Holder at its request by the SEC stating that no action shall be recommended bysuch staff or taken by SEC, as the case may be, if such security is transferred withoutregistration under the Securities Act in accordance with the conditions set forth in such letter orruling and such letter or ruling specifies that no subsequent restrictions on transfer arerequired. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, theRegistered Holder or holder of an ADS then outstanding as to which such restrictions haveterminated shall be entitled to receive from the Company, without expense to such holder, one ormore new certificates for the Warrant or for such ADSs not bearing any restrictive legend.          (d) Financial Risk. The Registered Holder has such business and financial experience as isrequired to give it the capacity to protect its own interests in connection with its investment.          (e) Accredited Investor. The Registered Holder is an “accredited investor” as defined by Rule501 of Regulation D under the Securities Act, as presently in effect.          (f) 4.99% Maximum Share Holding. Notwithstanding anything to the contrary contained herein,the Holder shall not exercise this Warrant to the extent (but only to the extent) that such Holderwould be the beneficial owner of more then 4.99% of the shares of the Company’s common stockoutstanding thereafter. For purposes of this paragraph, beneficial ownership and all determinationsand calculations shall be determined and calculated in accordance with Section 13(d) of theSecurities Exchange Act of 1934, as amended, and all applicable rules and regulations thereunder.It is expressly a term of this Warrant that the limitations set forth herein shall apply to eachsuccessive holder of any of this Warrant. The foregoing restriction may not be altered, amended,deleted or changed in any manner whatsoever unless the holders of a majority of the Company’soutstanding shares of common stock and the Holder (or any successive holder) approve suchalteration, amendment, deletion or change.
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          (g) Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (S12001/1335), asamended, (“***FPO***”). To the extent that the Purchaser is a resident of the United Kingdom or wouldotherwise be subject to the Financial Services and Markets Act 2000, the Purchaser is either aperson of a kind described in Article 19 (Investment Professionals), Article 49 (High Net WorthCompanies, Unincorporated Association etc.) and/or Article 50 (Sophisticated Investors) of FPO, aspresently in effect.     19. **Representations and Warranties of the Company.**This Warrant has been entered into by theRegistered Holder in reliance upon the following representations and covenants of the Company:          (a) Authorization. The Warrant has been duly executed and delivered by the Company andconstitutes a legal, valid and binding obligation of the Company enforceable in accordance with itsterms, subject to laws of general application relating to bankruptcy, insolvency and the relief ofdebtors and rules of law governing specific performance, injunctive relief or other equitableremedies.          (b) Valid Issuance. The Warrant Stock is duly authorized and reserved for issuance, and whenissued, sold and delivered in accordance with the terms of this Warrant will be duly and validlyissued and fully paid.          (c) No Conflict. The execution and delivery of this Warrant do not, and the consummation ofthe transactions contemplated hereby will not, conflict with, or result in any violation of, breachor default (with or without notice or lapse of time, or both), or give rise to a right oftermination, cancellation or acceleration of any obligation or to a loss of a material benefit,under, any provision of the memorandum and articles of association of the Company or any materialagreement attached as an exhibit to the Company’s SEC Documents (as defined in the PurchaseAgreement), or any judgment, order, decree, statute, law, ordinance, rule, listing requirement orregulation applicable to the Company, its properties or assets, which conflict, violation, defaultor right would have a material adverse effect on the business, properties, prospects, financialcondition or operations of the Company.     20. Counterparts. This Warrant may be executed in counterparts, and each such counterpartshall be deemed an original for all purposes.**Signature Pages Follow**
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     **IN WITNESS WHEREOF,**the parties have executed this Warrant to Purchase American DepositaryShares as of the date first above written.**INSIGNIA SOLUTIONS PLC**     By:         Name: Roger Friedberger       Title: Company Secretary  Address: