Exhibit
10.85   WARRANT AGREEMENT BETWEEN  INSIGNIA SOLUTIONS PLC  AND  INTERNATIONAL BUSINESS MACHINES
CORPORATION   
   Table of Contents   Section1.
  
  Exercise and
  Expiration of Warrant2.
  
  Representations3.
  
  Certain Agreements of
  the Company4.
  
  Antidilution Adjustments5.
  
  Registration Rights6.
  
  Mergers; Transfer of Assets7.
  
  Transfer, Exchange, and Replacement8.
  
  Notices9.
  
  Governing Law,
  Jurisdiction and Venue10.
  
  MiscellaneousAppendix A  DefinitionsAppendix B 
  Registration Rights  
   STOCK
PURCHASE WARRANT  Neither this Warrant nor the Warrant Shares as defined
herein have been  registered under the
Securities Act of 1933, as amended, or any applicable state securities
laws.  Neither this Warrant nor the
Warrant Shares may be sold or transferred in the absence of such registration
or any exemption from such registration.    Right to Purchase up to
500,000 American Depository Shares  Dated as of  November 24, 2003  Insignia Solutions plc, a
company incorporated under the laws of England and Wales (the Company),
grants International Business Machines Corporation,  a New York corporation (IBM and each of its successors
and assigns, a Holder) a warrant (this Warrant) to purchase
the Warrant Shares at the Purchase Price (as defined in Section 1(a)
below).  Capitalized terms not otherwise
defined have the definitions set forth in Appendix A.   1.   Exercise
and Expiration of Warrant.  (a)           Initially, this Warrant shall not be
exercisable for any Warrant Shares. 
Upon achievement of the milestones set forth below (the Milestones),
this Warrant will be exercisable for the lot of Warrant Shares set forth
opposite such respective Milestones below up to an aggregate of 500,000 Warrant
Shares:  Milestone
  
  Warrant
  Shares[*]
  
  200,000[*]
  
  100,000[*]
  
  100,000[*]
  
  100,000  Upon achievement of each Milestone, IBM shall provide
written notice thereof, including the date such Milestone was achieved, to the
Company.  In the event that the Company
does not agree that such Milestone has been achieved, the Company may object in
writing to IBM within ten business days. 
In the event that the Company objects in writing to IBM within ten
business days and the Company and IBM are not able to agree to the achievement
or failure to achieve such Milestone, then the Company and IBM shall use
commercially reasonable efforts to choose  
 [*]Certain information on this page has
been omitted and filed separately with the Securities and Exchange Commission. 
Confidential treatment has been requested with respect to the omitted portions.  
   an independent auditor to determine whether such
Milestone has been achieved, in which case the costs and expenses of such
independent auditor will be paid by the party against whom the independent
auditor ruled.  The lot of Warrant
Shares attributable to such Milestone shall be exercisable on the earlier of:
(a) the close of business on the tenth business day following IBMs notice, if
the Company does not object thereto, (b) the close of business on the day the
Company acknowledges that such Milestone has been achieved, or (c) if the
Company so objects, the earlier of (i) the close of business on the first
business day following written agreement between the Company and IBM that the
Milestone has been achieved  or (ii) the
close of business on the day that an independent auditor chosen by the Company
and IBM determines that such Milestone has been achieved (such date of exercisability
is referred to herein as the Milestone Completion Date).  Promptly, but in no event greater than ten
(10) days following each Milestone Completion Date, the Company will send a
report, certified by the Chief Financial Officer of the Company (the Company
Report) to IBM updating the number of Warrant Shares exercisable hereunder as
of such date and the Purchase Price(s) for such Warrant Shares; provided,
however, that the failure of the Company to deliver such certificate shall not
affect the immediate vesting of the Warrants for such additional Warrant
Shares.   The Purchase Price for the Warrant Shares shall be (i)
in the case of the Warrant Shares exercisable upon achievement of the General
Announce of WEDM, a price equal to $1.03, and (ii) in the case of other Warrant
Shares a price equal to the average of $1.03 and the Market Price as of the
date the Milestone applicable to such Warrant Shares was achieved.  (b)           This Warrant will expire in its
entirety upon the third anniversary of the latest Milestone Completion
Date.  Exercise Period shall
mean, for a Warrant Share, the period of time between the Milestone Completion
Date for such Warrant Share and the third anniversary of such Milestone
Completion Date.  (c)           This Warrant may be exercised by the
Holder for the Warrant Shares during the Exercise Period applicable to such
Warrant Shares, in whole or in part, by delivering this Warrant to the Company
with payment of the Purchase Price in U.S. dollars.  If this Warrant is exercised in part, the Holder shall identify
in writing the specific lot or lots of Warrant Shares for which the Holder is
exercising, including the Milestone and Purchase Price for each such lot.  In lieu of such cash payment, the Holder may
also exercise the Warrant by delivery to the Company of a written notice of an election
to effect a cashless exercise for Warrant Shares pursuant to this Section 1(c)
(Cashless Exercise).  To effect a
Cashless Exercise, the Holder will surrender this Warrant for that number of
shares of Common Stock determined by multiplying the number of Warrant Shares
to which it would otherwise be entitled by a fraction, the numerator of which
shall be the difference between (i) the then current Market Price of a share of
Common Stock on the date of exercise and (ii) the Purchase Price, and the denominator
of which shall be the then current Market Price per share of Common Stock.  In the event that this Warrant is not
exercised in full immediately prior to the end of the Exercise Period and at
such time the then current Market Price of a share of the Common Stock is
greater than the Purchase Price, this Warrant  
   shall be deemed automatically exercised as to the
remaining Warrant Shares at such time by Cashless Exercise without the delivery
of any written notice from the Holder.  (d)  Upon exercise of this Warrant, the Company
will cause the issuance to the Holder (i) a certificate or certificates for the
number of full Warrant Shares to which the Holder shall be entitled upon such
exercise plus the value of any fractional share to which the Holder would
otherwise be entitled, and (ii) in case such exercise is in part only, a new
warrant or warrants representing the remaining Warrant Shares.  (d)  Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
day on which this Warrant shall have been surrendered pursuant to Section 1(c).  2.  Representations.  (a)  By the Holder.  The Holder represents and warrants to the Company as follows:  (i)            It is an accredited investor within
the meaning of Rule 501 of the Securities Act.   This Warrant is acquired for the Holders own account for
investment purposes and not with a view to any offering or distribution within
the meaning of the Securities Act and any applicable state securities
laws.  The Holder has no present
intention of selling or otherwise disposing of the Warrant or the Warrant
Shares in violation of such laws; and  (ii)           The Holder has sufficient knowledge
and expertise in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the Company.  The Holder understands that this investment
involves a high degree of risk and could result in a substantial or complete
loss of its investment.  The Holder is
capable of bearing the economic risks of such investment.  The Holder acknowledges that the Company has indicated
that the Warrant and the Warrant Shares have not been registered under the
Securities Act by reason of their issuance in a transaction exempt from the
registration requirements thereof, and that the Warrant Shares will bear a
legend stating that such securities have not been registered under the
Securities Act and may not be sold or transferred in the absence of such
registration or an exemption from such registration.  (b)  By the Company.  The Company represents and warrants that:  (i)  It (A) is a company duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, (B) has all requisite power and authority to conduct its business
as now conducted and as presently contemplated and to consummate the
transactions contemplated hereby and (C) is duly qualified to do business and
is in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business
makes such qualification necessary.  
   (ii)  It has outstanding as of September 30, 2003,
24,036,351 shares of Common Stock, calculated on a fully diluted basis, giving
effect to the conversion of all options, warrants, rights and other securities
convertible into, or exchangeable for, Common Stock.  (iii)  The execution, delivery and performance by
the Company of this Warrant (A) has been duly authorized by all necessary
corporate action, (B) does not and will not contravene the Companys charter or
bylaws or any other organizational document and (C) does not and will not
contravene any applicable law or any contractual restriction binding on or
otherwise affecting the Company or any of its properties or result in a default
under any agreement or instrument to which the Company is a party or by which
the Company or its properties may be subject.  (iv)  This Warrant has been duly executed and
delivered by the Company, and is a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, moratorium and other
laws affecting the rights of creditors generally and general principles of
equity.  (v)  Assuming the accuracy of the representations
made by the Holder in Section 2(a) hereof, no authorization, consent, approval,
license, exemption or other action by, and no registration, qualification,
designation, declaration or filing with, any governmental authority is or will
be necessary in connection with the execution and delivery by the Company of
this Warrant, the issuance by the Company of the Warrant Shares, the
consummation of the transactions contemplated hereby, the performance of or
compliance with the terms and conditions hereof, or to ensure the legality,
validity, and enforceability hereof.  (vi)  The Company has reserved solely for issuance
and delivery upon the exercise of this Warrant, such number of shares of Common
Stock to provide for the exercise in full of this Warrant.  (vii)  Neither the Company, nor any of its
Affiliates, nor any person acting on its or their behalf, has directly or
indirectly made any offers or sales of any security or solicited any offers to
buy any security under circumstances that would require registration, or the
filing of a prospectus qualifying the distribution, of this Warrant being
issued hereby under the Securities Act or cause the issuance of this Warrant to
be integrated with any prior offering of securities of the Company for purposes
of the Securities Act.  3.  Certain
Agreements of the Company. 
The Company agrees as follows:  (a)   Shares to be Fully Paid.  All Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, claims and encumbrances.  (b)   Authorization and Reservation of  Shares. 
During the Exercise Period, the Company shall have duly authorized a
sufficient number of shares of Common Stock, free from preemptive  
   rights and from any other restrictions imposed by the
Company without the consent of the Holder, to provide for the exercise in full
of this Warrant.  The Company shall at
all times during the Exercise Period reserve and keep available out of such
authorized but unissued shares of Common Stock such number of shares to provide
for the exercise in full of this Warrant.  (c)    Certain Actions Prohibited.  The Company will not, by amendment of its
charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed by it hereunder, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all such action as may reasonably be requested by the Holder of
this Warrant in order to protect the exercise privilege of the Holder of this
Warrant against dilution or other impairment, consistent with the tenor and
purpose of this Warrant.  (d)   Successors and Assigns.  Except as expressly provided otherwise
herein, this Warrant will be binding upon any entity succeeding to the Company
by merger, consolidation, or acquisition of all or substantially all of the
Companys assets.  (e)   Blue Sky Laws.  The Company shall, on or before the date of issuance of any
Warrant Shares, take such actions as the Company shall reasonably determine are
necessary to qualify the Warrant Shares for, or obtain exemption for the
Warrant Shares for, sale to the Holder of this Warrant upon the exercise
hereof  under applicable securities or
blue sky laws of the states of the United States, and shall provide written
evidence of any such action so taken to the Holder of this Warrant prior to
such date;  provided, however, that the
Company shall not be required to 
qualify as a foreign corporation or file a general consent to service of
process in any such jurisdiction.  (f)            Rule 144 Reports.  If the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, but only for
so long as the Company is so subject, the Company shall take all actions
reasonably necessary to enable the Holder to sell the Registrable Securities
without registration under the Securities Act within the limitations of the
exemptions provided by Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted by
the SEC, including filing on a timely basis all reports required to be filed by
the Exchange Act.  Upon the request of
the Holder, the Company shall deliver to the Holder a written statement as to
whether it has complied with such requirements.  4.             Adjustments.  All references to the number of Warrant
Shares and the Purchase Price and all calculations related to the foregoing
shall be equitably adjusted to reflect any stock split, combination,
reorganization, recapitalization, reclassification, stock distribution, stock
dividend or similar event affecting the Common Stock during the period from the
date hereof until the end of the Exercise Period applicable to such Warrant
Shares.  
   5.  Registration
Rights.  The Warrant shall have the
Registration Rights set forth in Appendix B. 
Notwithstanding anything to the contrary contained herein (including in
Appendix B) the Holder agrees not to exercise any of the registration rights
set forth in Appendix B at any time that it is able to sell all of its Registrable
Securities pursuant to Rule 144 of the Securities Act in any three (3) month
period.  6.               Mergers;
Transfer of Assets.  If there
shall occur any capital reorganization or reclassification of the Companys
Common Stock (other than a subdivision or combination as provided for in
Section 4), or any consolidation or merger of the Company with or into another
corporation, or a transfer of all or substantially all of the assets of the
Company, then, as part of any such reorganization, reclassification, consolidation,
merger or sale, as the case may be, lawful provision shall be made so that the
Holder of this Warrant shall have the right thereafter to receive upon the
exercise hereof the kind and amount of shares of stock or other securities or
property which such Holder would have been entitled to receive if, immediately
prior to any such reorganization, reclassification, consolidation, merger or
sale, as the case may be, such Holder had held the number of shares of Common
Stock which were then purchasable upon the exercise of this Warrant. In any
such case, appropriate adjustment (as reasonably determined in good faith by
the Board) shall be made in the application of the provisions set forth herein
with respect to the rights and interests thereafter of the Holder of this
Warrant, such that the provisions set forth herein shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares
of stock or other securities or property thereafter deliverable upon the
exercise of this Warrant.  7.  Transfer,
Exchange, and Replacement  (a)  Transferability.  (i)  The Holder covenants
not to transfer this Warrant or the Warrant Shares except in compliance with
this Section 7(a).  Subject to
compliance with the transfer restrictions set forth in clause (ii) of this
Section 7(a), this Warrant, the Warrant Shares and the rights granted to the
holder hereof are freely transferable, in whole or in part, upon surrender of
this Warrant, together with an assignment form, at the office or agency of the Company
referred to in Section 8 below.  (ii) The Holder shall not
effect any transfer of this Warrant or the Warrant Shares except pursuant to a
transaction either registered, or exempt from registration, under the
Securities Act.  Prior to any transfer in
reliance upon an exemption from such registration other than Rule 144 of the
Securities Act, the Holder shall provide to the Company an opinion letter from
counsel to the Holder (which counsel may include in-house counsel), reasonably
satisfactory to the Company, opining that such transfer does not require
registration under the Securities Act. 
The transferee pursuant to a transaction that is neither registered
under the Securities Act nor exempt from registration pursuant to Rule 144 of
the Securitites Act shall acknowledge in writing that it takes such Warrant
Shares subject to the terms and conditions hereof.  Until due presentment for registration of transfer on the books
of the Company, the Company may treat the registered Holder hereof as the owner
hereof for all purposes, and the Company shall not be affected by any notice to
the contrary.  
   (iii)  Notwithstanding the foregoing, IBM shall not
transfer this Warrant or the Warrant Shares prior to the first anniversary of
the date hereof.  (b)  Warrant Exchangeable for Different
Denominations.  This Warrant is
exchangeable, upon the surrender hereof by the Holder hereof at the office or
agency of the Company referred to in Section 8 below, for new warrants of like
tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder,
each of such new warrants to represent the right to purchase such number of
shares as shall be designated by the Holder hereof at the time of such
surrender.  (c)  Replacement of Warrant.  Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.  (d)   Cancellation; Payment of  Expenses. 
Upon the surrender of this Warrant in connection with any transfer,
exchange, or replacement as provided in this Section 7, this Warrant shall be
promptly canceled by the Company.  The
Company shall pay all taxes (other than securities transfer taxes) and all
other out-of-pocket expenses and charges payable in connection with the
preparation, execution, and delivery of warrants pursuant to this Section 7.  (e)   Warrant Register.  The Company shall maintain, at its  principal executive offices (or such other office or  agency of the Company as it may designate by
notice to the Holder hereof), a register for this Warrant, in which the Company
shall record  the name and address of
the person in whose name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this Warrant.  8.   Notices.  Any notices required or permitted to be
given under the terms of this Warrant shall be sent by certified or registered
mail (return  receipt  requested) or delivered personally or by
courier or by confirmed telecopy, and 
shall be effective five days after being placed in the mail, if mailed,
or upon receipt or refusal of receipt, if delivered personally or by courier, or
by confirmed telecopy, in each case addressed 
to a party.  The addresses for
such communications shall be:  If to
  the Company:
  
  If to
  IBM:David
  L. JohnsonVice
  President, Corporate 
  Development  IBM
  Corporation  New
  Orchard Road  Mail
  Drop 329 
  Armonk, NY 10504  
   If to any other Holder, at such address as such Holder
shall have provided  in writing to the
Company, or at such other address as any Holder furnishes by notice given in
accordance with this Section 8.  9.   Governing
Law; Jurisdictionand Venue. 
This Warrant shall be governed by the laws of the State of New York,
without regard to conflicts or choice of law rules or principles.  Each of the Company and the Holder submits
to the exclusive jurisdiction and venue of the federal and state courts located
in New York, County of Westchester, to resolve all issues that may arise out of
or relate to this Warrant. The parties waive any right to a jury trial.  10. Miscellaneous.  (a)  Amendments. 
This Warrant and any provision hereof may only be amended by an
instrument in writing signed by the Company and all Holders hereof.  (b)  U.S. Dollars.  All references in this Warrant to dollars or $
shall mean the U.S. dollar.  (c)  Fractional Shares.  The Company shall not be required upon the exercise of this
Warrant to issue any fractional shares, but shall make an adjustment therefor
in cash on the basis of the fair market value per share of Common Stock, as
determined in good faith by the Board.  (d)  Descriptive Headings.  The descriptive headings of the several
sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.  (e)  Business Day.  For purposes of this Warrant, the term business day means
any day, other than a Saturday or Sunday or a day on which banking institutions
in New York, New York or the city and state provided in Section 8 hereof for
notices to the Company, are authorized or obligated by law, regulation or
executive order to close.  (f)  Counterparts. This agreement may be executed
in counterparts, and any such executed counterpart shall be, and shall be
deemed to be, an original instrument.  (g)  Severability.  If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, it shall be deemed replaced with a valid and enforceable
provision, which comes as close as possible to the economic purpose of the
invalid, void or unenforceable provision, and the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.  (h) Successors and
Assigns.  This Agreement shall be
binding on, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns, including all Holders.  
   (i)  Survival. 
The representations, warranties and covenants made by the parties hereto
shall survive the execution and delivery of this Agreement.  IN WITNESS WHEREOF,  the undersigned have executed this Warrant
as of the date first written above.  Insignia Solutions plcBy:
  /s/ PETER BERNARDName: Peter BernardTitle: Chief Product OfficerINTERNATIONAL BUSINESS MACHINES CORPORATIONBy:
  /s/ DAVID L. JOHNSONName: David L. JohnsonTitle: Vice President, Corporate Development  
   Appendix A  Definitions   Affiliate shall
mean any entity directly or indirectly controlled by, controlling or under common
control with another entity.  Board shall mean
the Board of Directors of the Company.  Cashless Exercise
shall have the meaning specified in Section 1(c) of the Warrant.  Company shall
have the meaning specified in the initial paragraph of the Warrant.  Common Stock
shall mean the common shares of the Company.  Demand Registration
Right shall mean a right of the Holder under Appendix C(b).  Exchange Act
shall mean the Securities Exchange Act of 1934, as amended.  Exercise Period
shall have the meaning specified in Section 1(a) of the Warrant.  Holder shall
have the meaning specified in the initial paragraph of the Warrant.  IBM shall have
the meaning specified in the initial paragraph of the Warrant.  Market Price
shall mean the following:  (i) the
average of the closing sale prices for the shares of Common Stock as reported
on the  principal trading exchange  or the Nasdaq National Market for the Common
Stock for the five (5) consecutive trading days immediately  preceding such date, or if no sale price is
so reported for such period, the last bid price for such period, or (ii) if the
foregoing does not apply, the last sale price of such security in the
over-the-counter market on the pink sheets or bulletin board for such security
on the last trading day immediately preceding such date, or if  no sale price is so reported for such
security, the average of the last bid and ask price for such security on the
last trading day immediately preceding such date, or (iii) if market value cannot
be calculated as of such date on any of 
the foregoing bases, the Market Price shall be the fair market
value  as reasonably determined by an
investment banking firm selected by the Company and reasonably acceptable to
the Holder, with the costs of the appraisal to be borne by the Company.  Person or person
shall mean all natural persons, corporations, business trusts, associations,
companies, partnerships, joint ventures, governments, agencies, political
subdivisions and other entities.  Piggyback
Registration Right shall mean a right of the Holder under Appendix C(a)  1 
   Purchase Price
shall have the meaning specified in Section 1(b) of the Warrant, as may be
adjusted from time to time pursuant to Appendix B.  Registrable
Securities shall mean the Warrant Shares issued or issuable with respect
to the Warrant.  Registration Expenses
shall mean all expenses incident to the Companys performance of or compliance
with the registration provisions of Appendix C herein, including without
limitation (i) all fees and expenses of compliance with federal securities and
state securities laws; (ii) all U.S. Securities and Exchange Commission and
state securities laws filing fees; (iii) all printing expenses; (iv) all fees
and disbursements of counsel for the Company; and (v) all fees and
disbursements of accountants of the Company, but excluding (i) underwriters
discounts relating to securities sold by the Selling Holder; (ii) filings made
with the NASD and counsel fees in connection therewith; and (iii) fees and
disbursements of counsel for the Selling Holder.  Registration Rights
shall mean the Piggyback, Demand and S-3 registration rights set forth in Appendix
C.  S-3 Registration
Right shall mean a right of the Holder under Appendix C(c).  Securities Act
shall mean the Securities Act of 1933, as amended.  Selling Holder
shall have the meaning specified in Appendix C(d)(ii) of the Warrant.  Warrant shall
have the meaning specified in the initial paragraph of the Warrant.  Warrant Shares
shall mean American depository shares, each representing one ordinary share, 20
pence per share nominal value, of the Company.  2 
   Appendix B  Registration Rights  (a)  Piggyback Registration.  (i)  Participation.   If the Company elects to file a registration statement under the
Securities Act covering the offer and sale of any Common Stock (or equity
securities converted into Common Stock) in connection with any public offering
(other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation), the Company shall
give written notice thereof to the Holder at least twenty business days before
filing. The Holder shall have a Piggyback Registration Right to participate in
such offering on a pro rata basis with the Company and any other Holders upon
the giving of notice to the Company within ten business days of receipt by it
of notice from the Company. If the Holder notifies the Company of its intent to
exercise such Piggyback Registration Right, subject to (a)(ii) below, the
Company shall include in such registration statement such number of shares of
Registrable Securities as requested by the Holder. Such Registrable Securities
shall be included in the underwriting for the public offering on the same terms
and conditions as the securities otherwise being sold in such offering.  (ii)  Underwriters Cutback.  If, in the opinion of the managing
underwriter of such offering the inclusion of all of the shares of Registrable
Securities and other Common Stock requested to be registered would be
inappropriate, then the number of shares of Registrable Securities and other
Common Stock to be included in the offering shall be reduced, with the participation in such
offering to be in the following order of priority:  (1) first, securities to be issued by the Company shall be
included, and (2) second, any other Common Stock required to be included
pursuant to any demand registration right granted to such other holder of
Common Stock shall be included, and (3) third Registrable Securities and any
other Common Stock requested to be included, on a pro rata basis (based upon
the number of registrable securities owned by the Holder and the holders of
Common Stock requesting participation in the offering), shall be included.  (iii)  Registrant Controls.  The Company may decline to file a
Registration Statement after giving notice to any Holder, or withdraw a
Registration Statement after filing and after such notice, but prior to the
effectiveness thereof, provided that such registrant shall promptly notify each
Holder of Registrable Securities in writing of any such action and provided
further that such registrant shall bear all reasonable expenses incurred by
such Holder of Registrable Securities or otherwise in connection with such
withdrawn Registration Statement.  (iv)  Underwriting Agreement.  In connection with any registration under
this Section (a) involving an underwriting, the Company shall not be required
to include any Registrable Shares in such registration unless the Holder accepts
the terms of the underwriting as determined by the underwriters selected by the
Company  (provided that such terms must
be consistent with this Agreement and provided, further, that any inability of
the Holder to agree with the underwriters shall not restrict the ability of the
Company to proceed with the registration).  3 
   (b)  Demand Registration Rights.  (i)            In General. Subject to clauses (ii)
and (v) of this paragraph  (b), the
Holder may request on one occasion by written notice to the Company that the
Company file a Registration Statement under the Securities Act covering the
Registrable Securities at any time, provided, however, that the
Holder shall not exercise such Demand Registration Right unless the reasonably
anticipated aggregate price to the public, net of underwriting discounts and
commissions, is in excess of $500,000.  (ii)           Effectiveness. Subject to the
following sentences, the Company shall be obligated to prepare, file and use
its best efforts to cause a Registration Statement to become effective in
connection with each Demand Registration requested pursuant to (b), and to
remain effective for a period of ninety days or until the sale of all
securities registered thereunder. 
If  (A)  the Company withdraws a Registration Statement filed pursuant to
a Demand Registration prior to the effectiveness thereof, or  (B) 
the sale of securities to which a Registration Statement filed pursuant
to a Demand Registration applies is not consummated other than by action of the
Selling Holder, such Registration Statement shall not be counted in determining
the number of registrations in which Holders securities have been included or
otherwise adversely affect Holders rights hereunder.  (iii)          Piggyback Registrations on Demand
Registration Rights.  The Company and
other holders of Common Stock of the Company may include such securities in
registrations made pursuant to (b) only if the managing underwriter concludes that
such inclusion will not interfere with the successful marketing of all the
Registrable Securities requested to be included in such registration .  (iv)          Managing Underwriter.  The managing underwriter or underwriters of
any underwritten public offering covered by a Demand Registration shall be
selected by the Holders of a majority of the shares of Registrable Securities
that participate in such registration, subject to the approval of the Board,
which approval shall not be unreasonably withheld.  (v)           Companys Right to Defer.  If the Company is requested to effect a
Demand Registration and the Company furnishes to the Holders of Registrable
Securities requesting such registration a copy of a resolution of the Board
certified by the Secretary of the Company stating that in the good faith judgment
of the Board it would be seriously detrimental to the Company and its
stockholders for such registration statement to be filed on or before the date
such filing would otherwise be required hereunder, the Company shall have the
right to defer such filing for a period of not more than 90 days after receipt
of the request for such registration from the Holder or Holders of Registrable
Securities requesting such registration; provided that during such time the
Company may not file a registration statement (other than a registration
statement on Form S-4 or Form S-8 or a registration statement already approved
by the Board) for securities to be issued and sold for its own account or that
of anyone other than the Holder or Holders of Registrable Securities requesting
such registration.  4 
   (c)  Registration on Form S-3.  (i)  The 
Company will use its best efforts to qualify for the registration of its
securities on Form S-3 (or any successor form).  Subject to paragraph (h) of this Appendix C, if the Holder
requests that the Company file a Registration Statement on Form S-3 (or any
successor form) for a public offering of 
Registrable Securities the reasonably anticipated aggregate price to the
public of which, net of underwriting discounts and commissions, would exceed
$500,000, and the Company is a registrant entitled to use Form S-3 to register
the Registrable Securities for such an offering, the Company shall use its best
efforts to cause such Registrable Shares to be registered for the offering on
such form and to cause such Registrable Securities to be qualified in such
jurisdictions as the Holder may reasonably request; provided, however,
that the Company shall not be required to effect more than one (1) such registration
at the request of the Holder.  The
Company shall prepare and file any amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all the Registrable
Securities.  (ii)  Notwithstanding the foregoing, the Company
shall not be obligated to take any action pursuant to this section (c) during
the period starting with the date sixty (60) days prior to the Companys good
faith estimate of the date of filing of, and ending on a date one hundred
eighty (180) days following the effective date of, a Company-initiated
Registration Statement that is subject to paragraph (a) of this Appendix C,
provided that the Company is actively employing in good faith all
reasonable effort to cause such Registration Statement to become effective.  (d)  Indemnification.  (i)  Indemnification by the Company.  The Company agrees to indemnify and hold harmless
any Holder of Registrable Securities which has included Registrable Securities
in a registration statement, its officers, directors and agents and each
Person, if any, who controls such Holder within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act  from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable attorneys fees and costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any registration statement or final prospectus
relating to the Registrable Securities or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or based upon any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of, or are based upon, any such untrue statement or omission based upon
information furnished in writing to Company by the Holder of the Registrable
Securities or on such Holders behalf expressly for use therein; provided, that
with respect to any untrue statement or omission made in any preliminary prospectus,
the indemnity agreement contained in this paragraph shall not apply to the
extent that any such loss, claim, damage, liability or expense results from the
fact that a current copy of the prospectus was not sent or given to the person
asserting any such loss, claim, damage, liability or expense at or prior  5 
   to the written confirmation of the sale of the
Registrable Securities concerned if it is determined that it was the
responsibility of the Holder of such Registrable Securities to provide such
person with a current copy of the prospectus and such current copy of the
prospectus would have cured the defect giving rise to such loss, claim, damage,
liability or expense. The Company also agrees to indemnify any underwriters of
the Registrable Securities, their officers and directors and each person who
controls such underwriters on substantially the same basis as that of the
indemnification of the Holder of such Registrable Securities provided in this section
(d).  (ii)  Indemnification by the Holder of Registrable
Securities.  The Holder of Registrable
Securities, to the extent it is selling Registrable Securities (Selling
Holder), agrees to indemnify and hold harmless the Company, its directors
and officers and each Person, if any, who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
the Selling Holder, but only with respect to, and to the extent that,
information furnished in writing by the Selling Holder or on the Selling
Holders behalf expressly for use in any registration statement or final
prospectus relating to the Registrable Securities (or any amendment or supplement
thereto, or any preliminary prospectus) which contained an untrue statement or
alleged untrue statement of a material fact or omitted or allegedly omitted to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading. Notwithstanding anything to the
contrary contained herein, the liability of the Holder hereunder shall be
limited to the proportion of any such loss, claim, damage, liability or expense
that is equal to the proportion that the public offering price of the shares of
Registrable Securities sold by the Holder bears to the total public offering
price of all securities sold in such offering. 
The Selling Holder also agrees to indemnify and hold harmless the
underwriters on substantially the same basis of that of the indemnification of
the Company provided in the preceding subsection.  (e)  Contribution.  If the indemnification provided for in this Appendix C is
unavailable to the Company, the Selling Holder or the underwriters in respect
of any losses, claims, damages, liabilities, expenses or judgments referred to
herein, then each such indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages, liabilities, expenses and judgments (i) as between the Company and the
Selling Holder on the one hand and the underwriters on the other, in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Holder on the one hand and the underwriters on the
other from the offering of the Registrable Securities, or if such allocation is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company and the Selling Holder on the one hand and of the underwriters on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities, expenses or judgments, as well as any
other relevant equitable considerations and (ii) as between the Company on the
one hand and each Selling Holder on the other, in such proportion as is
appropriate to reflect the relative fault of the Company and of each Selling Holder
in connection with such statements or omissions, as well as any other relevant
equitable considerations.  The relative
benefits received by the Company and the Selling Holder on the one  6 
   hand and the underwriters on the other shall be deemed
to be in the same proportion as the total proceeds from the offering (net of
underwriting discounts and commissions but before deducting expenses) received
by the Company and the Selling Holder bear to the total underwriting discounts
and commissions received by the underwriters, in each case as set forth in the
table on the cover page of the prospectus. 
The relative fault of the Company on the one hand and of each Selling Holder
on the other shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
such party, and the partys relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.  The Company and the
Holder agree that it would not be just and equitable if contribution pursuant
to this section were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities, expenses or judgments referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim.  Notwithstanding the
provisions of this section, no underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which the
Registrable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and no Selling Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities of such Selling Holder were offered
to the public exceeds the amount of any damages which such Selling Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  (f)  Registration Expenses and Enforcement.  (i)  Registrations Rights.  The Company shall bear all Registration
Expenses incurred in connection with Piggyback Registration Rights, the Demand
Registration Right and the S-3 Registration Right.  (ii)  Expenses of Registrant.  The Company 
shall pay its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit, the fees and expenses
incurred in connection with any listing of the securities to be registered on a
securities exchange, and the fees and expenses of any person, including special
experts, retained by the Company.  (iii)  Enforcement of Registration Rights.  Notwithstanding anything to the contrary
contained herein, the Company hereby agrees that each Holder of Registrable
Securities  7 
   shall be entitled to specific performance of the
registration rights hereunder, and that the Company shall pay any expenses,
including without limitation attorneys fees, in connection with the
enforcement by any Holder of such specific performance.  (g)  Assignment of Registration Rights.  Any of the 
rights of the Holders hereunder, including the right to have the Company
register Registrable Securities pursuant 
to this Agreement, may be assigned 
by each Holder to any transferee of all or any portion of the Warrant or
the Registrable Securities if: (i)  the
Holder agrees in writing with the transferee or assignee to assign such rights,
and a copy of such agreement is furnished to the Company after such assignment,
(ii) the Company is furnished with written notice of (A) the name and address
of such transferee or assignee, and (B) the securities with respect to which
such registration rights are being transferred or assigned,  (iii) 
following such transfer or assignment, the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act
and applicable state securities laws, and (iv) such transfer shall have been
made in accordance with the applicable requirements of the Warrant. The
transferee, by acceptance of the transfer of any registration rights hereunder,
acknowledges that it takes such rights subject to the terms and conditions
hereof.  Upon any transfer of less than
all of its Registrable Securities, the Holder retains registration rights with
respect to Registrable Securities held by it.  8