**EXHIBIT 14.01****INSIGNIA SOLUTIONS PLC****CODE OF ETHICS**     This Code of Ethics (the “Code”) has been adopted by the Board of Directors of InsigniaSolutions plc (the “Company”). Pursuant to the Sarbanes-Oxley Act of 2002, and the rules of theSecurities and Exchange Commission (“SEC”) and the Nasdaq Stock Market, this Code containsstandards for the ethical handling of actual or apparent conflicts of interest between personal andprofessional relationships, compliance with applicable laws, and accurate and timely publicdisclosure. It is applicable to all employees, officer and directors of the Company.     This Code does not summarize all laws, rules, regulations, and Company policies which may beapplicable to the Company and its employees, officers and directors.     The Company has designated Mark McMillan, Chief Executive Officer, as Compliance Officer, toadminister this Code. You may, at your discretion, make any report or complaint provided for inthis Code to the Compliance Officer. The Compliance Officer will refer complaints submitted, asappropriate, to the Board of Directors or an appropriate Committee of the Board.**1.** **Conflicts Of Interest**     While it is not possible to identify every activity that might give rise to a conflict ofinterest, a conflict of interest may exist whenever a relationship of an employee, officer ordirector, or one of their family members, is inconsistent with the Company’s best interests orcould cause a conflict with job responsibilities.     Conflicts of interest may not always be clear-cut, so if you have a question, you shouldconsult with your immediate supervisor or the Compliance Officer. If you become aware of a conflictor potential conflict, you should bring it to the attention of your immediate supervisor or theCompliance Officer.**2.** **Compliance With Applicable Laws**     All employees, officers and directors of the Company should comply with all governmental laws,rules and regulations applicable to the Company.**3.** **Public Company Reporting**     As a public company, it is of critical importance that the Company’s filings with the SEC, andother public communications, contain full, fair, accurate, timely and understandable disclosure.Depending on their respective positions with the Company, employees, officers or directors may becalled upon to provide information necessary to assure that the Company’s public reports arecomplete, fair and understandable. The Company expects employees, officers and directors to takethis responsibility seriously and to provide prompt and accurate answers to inquiries related tothe Company’s public disclosure requirements.**4.** **Reporting Any Illegal Or Unethical Behavior**     Employees are encouraged to talk to supervisors, managers or other appropriate personnel aboutobserved illegal or unethical behavior and, when in doubt, about the best course of action in aparticular situation. Anyone who believes that a violation of this Code or other illegal orunethical conduct by any employee, officers or director has occurred or may occur should promptlycontact a supervisor, a corporate officer, or the Compliance Officer.
 

 
     Alternatively, any employee of the company may submit, on a confidential and anonymous basisif the employee so desires, directly to the Audit Committee any concerns regarding financialstatement disclosures, accounting, internal accounting controls, auditing matters or violations ofthe Code of Ethics. To make a confidential and anonymous submission directly to the AuditCommittee, an employee should send a written summary of his or her concern in a sealed envelope tothe following address: Insignia Solutions plc, Attention: Audit Committee Matters, 51 East CampbellAvenue, Suite 130, Campbell, CA 95008 and with the following caption on the envelope: “To beopened by the Audit Committee only.” The compliance officer will forward any such envelopesreceived by the company promptly and unopened to the chairman of the Audit Committee. If anemployee would like to discuss any matter with the Audit Committee, the employee should indicatethis in the written submission and include a telephone number or other means by which he or she canbe reached, should the Audit Committee determine that such communication is appropriate.     Any such reports may be made confidentially or anonymously. Confidentiality will be protected,subject to applicable law, regulation or legal proceedings, as well as to applicable Companypolicy.**5.** **No Retaliation**     The Company will not permit retaliation of any kind by or on behalf of the Company and itsemployees, officers and directors against good faith reports or complaints of violations of thisCode or other illegal or unethical conduct.**6.** **Amendment, Modification And Waiver**     Any request for a waiver of any provision of this Code must be in writing and addressed to theCompliance Officer. If you are a director or executive officer of the Company, the request may beaddressed directly to the Chairman of the Audit Committee.     With regard to executive officers and directors, the Board will have the sole and absolutediscretionary authority, acting upon such recommendations as may be made by the Audit Committee, toapprove any waiver from this Code. Any waiver of the Code with respect to executive officers anddirectors will be promptly publicly disclosed to shareholders by a method selected by the Board ofDirectors in conformity with applicable SEC and Nasdaq rules.     This Code may be amended, modified or waived by the Board of Directors, subject to disclosurerequirements and other applicable SEC and Nasdaq rules.**7.** **Accountability**     You will be held accountable for your adherence to this Code. If you are an employee, yourfailure to observe the terms of this Code may result in disciplinary action, up to and includingimmediate termination of employment.
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