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EXHIBIT 4.08
 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
ACT), OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR ANY WARRANT SHARES ISSUABLE
UPON EXERCISE HEREOF NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD,
ASSIGNED, OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE ACT AND APPLICABLE STATE SECURITIES
LAWS.
 INSIGNIA SOLUTIONS PLC
WARRANT
 
 Warrant Subscription Agreement INSIGNIA SOLUTIONS PLC, FUSION CAPITAL FUND II, LLC
 FOR VALUE RECEIVED Warrant Exercise Price Warrant Shares
 Section 1. Period for Exercise and Exercise Price; Redemption.
 1.1 Period for Exercise. Expiration Date
 1.2 Warrant Exercise Price.




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Section 2. Exercise of Warrant.
 2.1 Manner of Exercise
 2.2 When Exercise Effective.
 2.3 Delivery of Certificates.
 2




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2.4 Cashless Exercise
 X
    
    =
    
    Y(A-B)AWhere:X
    
    =
    
    The number of Warrant Shares to be issued to the
Holder.Y
    
    =
    
    The number of Warrant Shares
purchasable under this Warrant (at the date of such
exercise).A
    
    =
    
    The fair market value of one ADS (or
other security for which the Warrant is then exercisable
at the date of such exercise).B
    
    =
    
    Exercise Price (as adjusted to the date of such
exercise).
  Section 3. Adjustment of Purchase Price and Number of Shares
 3.1 Subdivision or Consolidation of Shares (Share Splits).
 3.2 Dividends.
 3




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3.3 Reclassification, Consolidation or Merger.
       3.4 Other Action Affecting ADSs or Ordinary Shares.
 3.5 Notice of Adjustment Events
 3.6 Notice of Adjustments.
 4




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Section 4. Reservation
 Section 5. Ownership, Transfer and Substitution of Warrants.
 5.1 Ownership of Warrants.
 5.2 Transfer and Exchange of Warrants.
 5.3 REGISTRATION RIGHTS. THE HOLDER OF THIS WARRANT IS ENTITLED TO CERTAIN
REGISTRATION RIGHTS WITH RESPECT TO THE WARRANT SHARES ISSUABLE UPON EXERCISE THEREOF. SAID
REGISTRATION RIGHTS ARE SET FORTH IN A REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN THE
BUYER AND THE COMPANY.
 5.4 Exemption from Registration. SEC after before
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION
OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES
LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
  Section 6. No Rights or Liabilities as Shareholder
 Section 7. Rule 144 Sales.
 Section 8.
Miscellaneous.
 8.1
Amendment and Waiver
 8.2 Representations and Warranties to Survive Closing.
 8.3 Severability.
 6




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8.4 Binding Effect; No Third Party Beneficiaries.
 8.5 Notices.
 If to the Company:Insignia Solutions plc41300 Christy StreetFremont, CA 94538Telephone:
    
    510-360-3700Facsimile:
    
    510-360-3701Attention:
    
    Chief Executive OfficerWith a copy to:Venture Law Group2800 Sand Hill RoadMenlo Park, CA 94025Telephone:
    
    650-854-4488Facsimile:
    
    650-233-8386Attention:
    
    Mark A. MedearisIf to the Holder:Fusion Capital Fund II, LLC222 Merchandise Mart Plaza, Suite 9-112Chicago, IL 60654Telephone:
    
    312-644-6644Facsimile:
    
    312-644-6244Attention:
    
    Steven G. MartinIf to the Transfer Agent:Bank of New YorkADR Department620 Avenue of the Americas, 6th FloorNew York, NY 10011Telephone:
    
    212-815-4305Facsimile:
    
    212-571-3050Attention:
    
    Tom Abbott
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8.6 Taxes, Costs and Expenses.
 8.7 Governing Law; Jurisdiction; Jury Trial EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.
 8.8 Loss of Warrant.
 8.9 Entire Agreement.
 8




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8.10 Headings
 INSIGNIA SOLUTIONS PLCBy: /s/ Mark McMillanName: Mark McMillanTitle: CEO
 9




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WARRANT EXERCISE FORM
 
 INSIGNIA SOLUTIONS PLC
 
 
  FUSION CAPITAL FUND II, LLC
  FUSION CAPITAL FUND II, LLC
BY: FUSION CAPITAL PARTNERS, LLC
 
 
 10