<PAGE>

                                  EXHIBIT 4.13

VOID AFTER 5:00 P.M., EASTERN STANDARD TIME ON FEBRUARY 12, 2004

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED
OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS, OR UNLESS
OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS.


                        Right to Subscribe for ______ American Depositary Shares


Date:  February 12, 2001                                        Warrant No.: ___

                             INSIGNIA SOLUTIONS PLC
                              ADSs PURCHASE WARRANT



         THIS CERTIFIES THAT, for value received, _________, or his registered
assigns, is entitled to subscribe for from Insignia Solutions plc, a company
organized and existing under the laws of England and Wales (the "COMPANY"), at
any time or from time to time during the period specified in Section 2 hereof,
_________ fully paid American depositary shares (the "ADSs" or "SHARES"), each
ADS representing one ordinary share of 20 pence each nominal value of the
Company (the "ORDINARY SHARES"), at an exercise price equal to the lower of (i)
$6.00 per ADS (the "$6.00 EXERCISE PRICE") and (ii) a ten percent (10%) discount
to the average of the Closing Sale Price per ADS for the ten (10) days preceding
the day the holder hereof (the "HOLDER") informs the Company of its intent to
exercise this Warrant (the "MARKET EXERCISE PRICE" and, together with the $6.00
EXERCISE PRICE, the "EXERCISE PRICE") by delivering to the Company a form of
Exercise Agreement (as hereinafter defined) in the form of EXHIBIT A hereto;
PROVIDED, that in no event shall the Exercise Price be less than the nominal
value of each Ordinary Share. This Warrant is being issued pursuant to that
certain Subscription Agreement, dated February 12, 2001 (the "SUBSCRIPTION
AGREEMENT"), by and between the Company and ________. The number of ADSs
purchasable hereunder (the "WARRANT SHARES") and the Exercise Price are subject
to adjustment as provided herein.

         The term "CLOSING SALE PRICE" means, for any security as of any date,
the last closing trade price for such security on the principal market as
reported by Bloomberg Financial Markets ("BLOOMBERG"), or if the principal
market begins to operate on an extended hours basis, and does not designate the
closing trade price, then the last trade price at 4:00 p.m. Eastern Standard
Time as reported by Bloomberg, or, if the foregoing do not apply, the last
closing trade price of such security in the over-the-counter market on the
electronic bulletin board for such security as

<PAGE>

reported by Bloomberg, or, if no last closing trade price is reported for
such security by Bloomberg, the last closing ask price of such security as
reported by Bloomberg, or, if no last closing ask price is reported for such
security by Bloomberg, the average of the lowest ask price and lowest bid
price of any market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc. If the Closing Sale Price cannot be
calculated as of such date on any of the foregoing bases, the Closing Sale
Price shall be the average fair market value as reasonably determined by an
investment banking firm selected by the Company and reasonably acceptable to
the Holder of this Warrant, with the costs of the appraisal to be borne by
the Company. All such determinations to be appropriately adjusted for any
share dividend, share split or other similar transaction during such period.

         This Warrant is subject to the following terms, provisions, and
conditions:

     1.     MECHANICS OF EXERCISE. Subject to the provisions hereof, including,
without limitation, this Warrant may be exercised as follows:

            (a) MANNER OF EXERCISE. This Warrant may be exercised by the
Holder, in whole or in part, from time to time, by the surrender of this
Warrant (within three business days of delivering the Exercise Agreement and
Exercise Price) (or evidence of loss, theft, destruction or mutilation
thereof in accordance with Section 7(c) hereof), together with a completed
exercise agreement in the Form of Exercise Agreement attached hereto as
EXHIBIT A (the "EXERCISE AGREEMENT"), to the Company at the Company's
principal executive offices (or such other office or agency of the Company as
it may designate by notice to the Holder), and upon payment to the Company in
cash, by certified or official bank check or by wire transfer for the account
of the Company, of the Exercise Price for the Warrant Shares specified in the
Exercise Agreement.

            (b) ISSUANCE OF CERTIFICATES. Subject to Section 1(c),
certificates for the Warrant Shares to be so purchased, representing the
aggregate number of Shares specified in the Exercise Agreement, shall be
delivered to the Holder within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised (the "DELIVERY
PERIOD"). The certificates to be so delivered shall be in such denominations
as may be requested by the Holder and shall be registered in the name of
Holder. If this Warrant shall have been exercised only in part, then, unless
this Warrant has expired, the Company shall, at its expense, at the time of
delivery of such certificates, deliver to the Holder a new Warrant
representing the number of Shares with respect to which this Warrant shall
not then have been exercised. Upon delivery of this Warrant (within three
business days of delivering the Exercise Agreement and Exercise Price), the
Exercise Agreement and Exercise Price referred to in Section 1(a), the Holder
of this Warrant shall be deemed for all corporate purposes to have become the
holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of this Warrant or the
certificates evidencing such Warrant Shares.

            (c) EXERCISE DISPUTES. In the case of any dispute with respect to
an exercise, the Company shall promptly issue such number of ADSs as are not
disputed in accordance with this Section. If such dispute involves the
calculation of the $6.00 Exercise Price, the Company shall submit the
disputed calculations to a nationally recognized independent accounting firm
(selected by the Company and reasonably acceptable to Holder) via facsimile
within three (3) business days of receipt of the Exercise Agreement. The
accounting firm shall audit the


                                       2
<PAGE>

calculations and notify the Company and the Holder of the results no later than
two (2) business days from the date it receives the disputed calculations. The
accounting firm's calculation shall be deemed conclusive, absent manifest error.
The Company shall then issue the appropriate number of ADSs in accordance with
this Section. The Company shall bear all reasonable expenses incurred pursuant
to this Section 1(c).

            (d) FRACTIONAL SHARES. No fractional ADSs are to be issued upon
the exercise of this Warrant, but the Company shall pay a cash adjustment in
respect of any fractional Share which would otherwise be issuable in an
amount equal to the same fraction of the Exercise Price of an ADS (as
determined for exercise of this Warrant into whole ADSs); PROVIDED, that in
the event that sufficient funds are not legally available for the payment of
such cash adjustment any fractional ADSs shall be rounded up to the next
whole number.

            (e) RIGHT OF CANCELLATION. In connection with Section 5 of the
Subscription Agreement, during any thirty (30) consecutive trading days
following the effectiveness of the registration statement referred to in
Section 5.3(a) of the Subscription Agreement (the "MEASUREMENT PERIOD"), the
Closing Sale Price of the ADSs exceeds $9.00, the Company may cancel the
Warrant upon 60 days (the "NOTICE PERIOD") prior written notice (the
"CANCELLATION NOTICE") to the Holder in the form of EXHIBIT B hereto;
PROVIDED, THAT on the date the Company delivers the Cancellation Notice and
during the Notice Period and the Measurement Period (i) the registration
statement covering the Warrant Shares is effective and remains effective
continuously during the Notice Period, (ii) the ADSs are included for
quotation on the Nasdaq National Market System ("NNM") or listed for trading
on a national securities exchange, (iii) the Warrant Shares are included for
quotation on NNM or listed for trading on a national securities exchange,
(iv) the exercise of all the warrants subject to the Cancellation Notice does
not, and will not, violate the rules of NNM or, if not then included for
quotation on NNM, the national securities exchange upon which the ADSs are
then listed and trading and (v) the Company has not failed to fulfill and
perform any agreement, covenant or undertaking pursuant to the Subscription
Agreement and this Warrant.

     2.     PERIOD OF EXERCISE. Subject to cancellation under Section 1(e),
this Warrant is exercisable at any time and from time to time on or after the
date hereof and before 5:00 P.M., Eastern Standard Time on the third (3rd)
anniversary of the date hereof (the "EXERCISE PERIOD").

     3.     CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants
and agrees as follows:

            (a) SHARES TO BE FULLY PAID. All Warrant Shares and Ordinary
Shares that are represented by such Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be validly issued, fully paid and
free from all taxes, liens, claims and encumbrances and shall be entitled to
the benefits specified in the corresponding American depositary receipts
("ADRs") and in the Deposit Agreement, dated November 17, 1995 (the "DEPOSIT
AGREEMENT"), as amended, between the Company and The Bank of New York (the
"DEPOSITARY") relating to such ADSs.


                                       3
<PAGE>

            (b) RESERVATION OF ORDINARY SHARES AND DEPOSIT OF ADSs. During
the Exercise Period, the Company shall at all times have authorized, and
reserved for the purpose of issuance upon exercise of this Warrant, a
sufficient number of Ordinary Shares, which are readily available for deposit
with the Depositary for the purpose of issuance in the form of ADSs upon
exercise of this Warrant, to provide for the exercise of this Warrant.

            (c) LISTING. The Company shall promptly secure the listing of the
ADSs issuable upon exercise of this Warrant on the NNM, as required by
Section 3.8 and Section 4.32 of the Subscription Agreement and on each such
national securities exchange or automated quotation system, if any, on which
ADSs are then listed or become listed and shall maintain, so long as any
other ADSs shall be so listed, such listing of all ADSs from time to time
issuable upon the exercise of this Warrant; and the Company shall so list on
each national securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of any other shares of capital stock
of the Company issuable upon the exercise of this Warrant so long as any
shares of the same class shall be listed on such national securities exchange
or automated quotation system.

            (d) CERTAIN ACTIONS PROHIBITED. The Company will not, by
amendment of its Memorandum of Association and Articles of Association 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 actions as may reasonably be requested by the Holder of
this Warrant in order to protect the exercise privilege of the Holder of this
Warrant, consistent with the tenor and purpose of this Warrant. Without
limiting the generality of the foregoing, the Company (i) will not increase
the nominal value of any Ordinary Shares represented by ADSs receivable upon
the exercise of this Warrant above the Exercise Price then in effect, and
(ii) will take all such actions as may be necessary or appropriate in order
that the Company may at all times validly and legally issue fully paid ADSs
upon the exercise of this Warrant.

     4.     ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from
time to time as provided in this Section 4. In the event that any adjustment
of the Exercise Price as required herein results in a fraction of a cent,
such Exercise Price shall be rounded up or down to the nearest cent.

            (a) ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF ORDINARY
SHARES. Except as otherwise provided in Section 4(c) and 4(e) hereof, if and
whenever after the initial issuance of this Warrant, the Company issues or
sells, or in accordance with Section 4(b) hereof is deemed to have issued or
sold, any Ordinary Shares (including in the form of ADSs) for no
consideration or for a consideration per share less than the then current
Market Price (as herein defined) on the date of issuance (a "DILUTIVE
ISSUANCE"), then effective immediately upon the Dilutive Issuance, the
Exercise Price will be adjusted in accordance with the following formula:


                                       4
<PAGE>

                  E' = (E) (O + P/M) / (OS)

                  where:

                  E'  =    the adjusted Exercise Price;
                  E   =    the then current Exercise Price;
                  M   =    the greater of the then current Market Price and
                           the then current Exercise Price;
                  O   =    the number of Ordinary Shares in issue immediately
                           prior to the Dilutive Issuance;
                  P   =    the aggregate consideration, calculated as set
                           forth in Section 4(b) hereof, received by the
                           Company upon such Dilutive Issuance; and
                  OS  =    the total number of Ordinary Shares Deemed In Issue
                           (as herein defined) immediately after the Dilutive
                           Issuance.

Notwithstanding anything to the contrary in this Section 4, in no event shall
the Exercise Price be lower than the nominal value of the Ordinary Shares
calculated at the time of exercise.

            (b) EFFECT ON EXERCISE PRICE OF CERTAIN  EVENTS.  For purposes of
determining  the adjusted Exercise Price under Section 4(a) hereof, the
following will be applicable:

                           (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in
         any manner issues or grants any warrants, rights or options, whether or
         not immediately exercisable, to subscribe for or to purchase Ordinary
         Shares (including in the form of ADSs) or other securities exercisable,
         convertible into or exchangeable for Ordinary Shares (including in the
         form of ADSs) ("CONVERTIBLE SECURITIES"), but not to include the grant
         or exercise of any stock or options which may hereafter be granted or
         exercised under any employee or Director benefit plan of the Company
         now existing or to be implemented in the future, so long as the
         issuance of such stock or options is approved by a majority of the
         non-employee members of the Board of Directors of the Company or a
         majority of the members of a committee of non-employee directors
         established for such purpose (such warrants, rights and options to
         purchase Ordinary Shares or Convertible Securities are hereinafter
         referred to as "OPTIONS"), and the price per share for which Ordinary
         Shares are issuable upon the exercise of such Options is less than the
         Market Price on the date of issuance ("BELOW MARKET OPTIONS"), then the
         maximum total number of Ordinary Shares issuable upon the exercise of
         all such Below Market Options (assuming full exercise, conversion or
         exchange of Convertible Securities, if applicable) will, as of the date
         of the issuance or grant of such Below Market Options, be deemed to be
         outstanding and to have been issued and sold by the Company for such
         price per share. For purposes of the preceding sentence, the price per
         share for which Ordinary Shares are issuable upon the exercise of such
         Below Market Options is determined by dividing (i) the total amount, if
         any, received or receivable by the Company as consideration for the
         issuance or granting of such Below Market Options, plus the minimum
         aggregate amount of additional consideration, if any, payable to the
         Company upon the exercise of all such Below Market Options, plus, in
         the case of Convertible Securities issuable upon the exercise of such
         Below Market Options, the minimum aggregate amount of additional
         consideration


                                       5
<PAGE>

         payable upon the exercise, conversion or exchange thereof at the
         time such Convertible Securities first become exercisable,
         convertible or exchangeable, by (ii) the maximum total number of
         Ordinary Shares issuable upon the exercise of all such Below Market
         Options (assuming full conversion of Convertible Securities, if
         applicable). No further adjustment to the Exercise Price will be
         made upon the actual issuance of such Ordinary Shares upon the
         exercise of such Below Market Options or upon the exercise,
         conversion or exchange of Convertible Securities issuable upon
         exercise of such Below Market Options.

                           (ii) ISSUANCE OF CONVERTIBLE SECURITIES.

                                (A)  If the Company in any manner issues or
         sells any Convertible Securities, whether or not immediately
         convertible (other than where the same are issuable upon the
         exercise of Options) and the price per share for which Ordinary
         Shares are issuable upon such exercise, conversion or exchange (as
         determined pursuant to Section 4(b)(ii)(B) if applicable) is less
         than the Market Price on the date of issuance, then the maximum
         total number of Ordinary Shares issuable upon the exercise,
         conversion or exchange of all such Convertible Securities will, as
         of the date of the issuance of such Convertible Securities, be
         deemed to be in issue and to have been issued and sold by the
         Company for such price per share. For the purposes of the preceding
         sentence, the price per share for which Ordinary Shares issuable
         upon such exercise, conversion or exchange is determined by dividing
         (x) the total amount, if any, received or receivable by the Company
         as consideration for the issuance or sale of all such Convertible
         Securities, plus the minimum aggregate amount of additional
         consideration, if any, payable to the Company upon the exercise,
         conversion or exchange thereof at the time such Convertible
         Securities first become exercisable, convertible or exchangeable, by
         (y) the maximum total number of Ordinary Shares issuable upon the
         exercise, conversion or exchange of all such Convertible Securities.
         No further adjustment to the Exercise Price will be made upon the
         actual issuances of such Ordinary Shares upon exercise, conversion
         or exchange of such Convertible Securities.

                                (B)  If the Company in any manner issues or
         sells any Convertible Securities with a fluctuating conversion or
         exercise price or exchange ratio (a "VARIABLE RATE CONVERTIBLE
         SECURITY"), then the price per share for which Ordinary Shares are
         issuable upon such exercise, conversion or exchange for purposes of
         the calculation contemplated by Section 4(b)(ii)(A) shall be deemed
         to be the lowest price per share which would be applicable assuming
         that (i) all holding period and other conditions to any discounts
         contained in such Convertible Security have been satisfied and (ii)
         the issue price on the date of issuance of such Convertible Security
         was 80% of the Market Price on such date.

                  (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. Except for
         the grant or exercise of any shares or options which may hereafter
         be granted or exercised under any employee or Director benefit plan
         of the Company now existing or to be implemented in the future, so
         long as the issuance of such shares or options is approved by a
         majority of the non-employee members of the Board of Directors of the
         Company or a majority of the


                                       6
<PAGE>

         members of a committee of non-employee directors established for such
         purpose, if there is a change at any time in (i) the amount of
         additional consideration payable to the Company upon the exercise of
         any Options; (ii) the amount of additional consideration, if any,
         payable to the Company upon the exercise, conversion or exchange or
         any Convertible Securities; or (iii) the rate at which any Convertible
         Securities are convertible into or exchangeable for Ordinary Shares
         (other than under or by reason of provisions designed to protect
         against dilution), the Exercise Price in effect at the time of such
         change will be readjusted to the Exercise Price which would have been
         in effect at such time had such Options or Convertible Securities still
         outstanding provided for such changed additional consideration or
         changed conversion rate, as the case may be, at the time initially
         granted, issued or sold.

                  (iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
         SECURITIES. If, in any case, the total number of Ordinary Shares
         issuable upon exercise of any Options or upon exercise, conversion or
         exchange of any Convertible Securities is not, in fact, issued and the
         rights to exercise such option or to exercise, convert or exchange such
         Convertible Securities shall have expired or terminated, the Exercise
         Price then in effect will be readjusted to the Exercise Price which
         would have been in effect at the time of such expiration or termination
         had such Options or Convertible Securities, to the extent outstanding
         immediately prior to such expiration or termination (other than in
         respect of the actual number of Ordinary Shares issued upon exercise or
         conversion thereof), never been issued.

                  (v) CALCULATION OF CONSIDERATION RECEIVED. If any Ordinary
         Shares, Options or Convertible Securities are issued, granted or sold
         for cash, the consideration received therefor for purposes of this
         Warrant will be the amount received by the Company therefor, before
         deduction of reasonable commissions, underwriting discounts or
         allowances or other reasonable expenses paid or incurred by the Company
         in connection with such issuance, grant or sale. In case any Ordinary
         Shares, Options or Convertible Securities are issued or sold for a
         consideration part or all of which shall be other than cash, the amount
         of the consideration other than cash received by the Company will be
         the fair market value of such consideration except where such
         consideration consists of freely-tradeable securities, in which case
         the amount of consideration received by the Company will be the Market
         Price thereof as of the date of receipt. In case any Ordinary Shares,
         Options or Convertible Securities are issued in connection with any
         merger or consolidation in which the Company is the surviving
         corporation, the amount of consideration therefor will be deemed to be
         the fair market value of such portion of the net assets and business of
         the non-surviving corporation as is attributable to such Ordinary
         Shares, Options or Convertible Securities, as the case may be. The fair
         market value of any consideration other than cash or securities will be
         determined in the good faith reasonable business judgment of the
         non-employee Board of Directors.

                  (vi) EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment
         to the Exercise Price will be made (i) upon the exercise of any
         warrants, options or convertible securities issued and outstanding on
         the date hereof in accordance with the terms of such securities as of
         such date; (ii) upon the grant or exercise of any shares or options
         which


                                       7
<PAGE>

         may hereafter be granted or exercised under any employee or Director
         benefit plan of the Company now existing or to be implemented in the
         future, so long as the issuance of such shares or options is approved
         by a majority of the non-employee members of the Board of Directors of
         the Company or a majority of the members of a committee of non-employee
         directors established for such purpose; and (iii) upon the issuance of
         the Warrants in accordance with terms of the Subscription Agreement and
         upon the exercise of such Warrants.

            (c) SUBDIVISION OR PURCHASE PRICE OF SHARES. If the Company, at
any time after the initial issuance of this Warrant, subdivides (by any share
split, share dividend, recapitalization, reorganization, reclassification or
otherwise) its Ordinary Shares into a greater number of shares, then, after the
date of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company, at any time after the initial issuance of this Warrant, combines (by
reverse share split, recapitalization, reorganization, reclassification or
otherwise) its shares of Ordinary Shares into a smaller number of shares, then,
after the date of record for effecting such combination, the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

            (d) ADJUSTMENT IN NUMBER OF ADSs. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of ADSs
issuable upon exercise of this Warrant shall be adjusted by multiplying a number
equal to the Exercise Price in effect immediately prior to such adjustment by
the number of ADSs issuable upon exercise of this Warrant immediately prior to
such adjustment and dividing the product so obtained by the adjusted Exercise
Price.

            (e) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to another
person or other transaction in each case which is effected in such a way that
holders of ADSs and Ordinary Shares are entitled to receive (either directly
or upon subsequent liquidation) shares, securities or assets with respect to
or in exchange for ADSs and Ordinary Shares is referred to herein as an "ORGANIC
CHANGE." Prior to the consummation of any (i) sale of all or substantially all
of the Company's assets to an acquiring person or (ii) other Organic Change
following which the Company is not a surviving entity, the Company will secure
from the person purchasing such assets or the successor resulting from such
Organic Change prior to such Organic Change effective provisions so that each
holder of an ADS Warrant then outstanding shall have the right, by exercising
such Warrant, to purchase the kind and number of shares or other securities or
property receivable upon an occurrence of an Organic Change.

            (f) DISTRIBUTION OF ASSETS. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to
holders of its Ordinary Shares and ADSs as a dividend, by way of return of
capital or otherwise (including any dividend or distribution to the Company's
shareholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION"), at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any or all of the ADSs subject hereto, to receive the amount of such
assets (or rights) which would have been payable to the Holder had such Holder
been the holder of such ADSs on the record date for the determination of holders
of Ordinary Shares and ADSs entitled to such Distribution.


                                       8
<PAGE>

            (g) CERTAIN EVENTS. If any event occurs of the type contemplated by
the provisions of this Section 4 but not expressly provided for by such
provisions (including, without limitation, the granting of share appreciation
rights, phantom share rights or other rights with equity features), then the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of ADSs and Ordinary Shares obtainable upon exercise of
this Warrant so as to protect the rights of the holders of the Warrants;
PROVIDED, THAT no such adjustment pursuant to this Section 4(g) will increase
the Exercise Price or decrease the number of ADSs obtainable as otherwise
determined pursuant to this Section 4.

            (h) SPECIAL ADJUSTMENT AND NOTICES OF ADJUSTMENT. Upon the
occurrence of any event which requires any adjustment of the Exercise Price,
then, and in each such case, the Company shall give notice thereof to the
Holder, which notice shall state the Exercise Price resulting from such
adjustment and the increase or decrease in the number of Warrant Shares
purchasable at such price upon exercise, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Such
calculation shall be certified by the chief financial officer of the Company.

            (i) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

            (j) CERTAIN DEFINITIONS.

                    (i)  "ORDINARY SHARES DEEMED IN ISSUE" shall mean the number
         of Ordinary Shares actually in issue (including Ordinary Shares
         represented by issued and outstanding ADSs), plus (x) in case of any
         adjustment required by Section 4(a) resulting from the issuance of any
         Options, the maximum total number of Ordinary Shares (including in the
         form of ADSs) issuable upon the exercise of the Options for which the
         adjustment is required (including any Ordinary Shares (including in the
         form of ADSs) issuable upon the conversion of Convertible Securities
         issuable upon the exercise of such Options), and (y) in the case of any
         adjustment required by Section 4(a) resulting from the issuance of any
         Convertible Securities, the maximum total number of Ordinary Shares
         (including in the form of ADSs) issuable upon the exercise, conversion
         or exchange of the Convertible Securities for which the adjustment is
         required, as of the date of issuance of such Convertible Securities, if
         any.

                    (ii) "MARKET PRICE," as of any date, (i) means the average
         of the Closing Sale Prices for the ADSs as reported to NNM for the ten
         (10) consecutive trading days immediately preceding such date, or (ii)
         if NNM is not the principal trading market for the ADSs, the average of
         the last reported closing trade prices on the principal trading market
         for the ADSs during the same period, or, if there is no closing trade
         price for such period, the last reported sales price for such period,
         or (iii) if market value cannot be calculated as of such date on any of
         the foregoing bases, the Market Price shall be the average fair market
         value as reasonably determined by an investment banking firm


                                       9
<PAGE>

         selected by the Company and reasonably acceptable to the Holder of
         this Warrant, with the costs of the appraisal to be borne by the
         Company. The manner of determining the Market Price of the ADSs set
         forth in the foregoing definition shall apply with respect to any
         other security in respect of which a determination as to market
         value must be made hereunder.

                    (iii) "ORDINARY SHARES," for purposes of this Section 4,
         includes the Ordinary Shares and any additional class of shares of
         the Company having no preference as to dividends or distributions on
         liquidation, provided that the Ordinary Shares represented by the
         ADSs purchasable pursuant to this Warrant shall include only
         Ordinary Shares in respect of which this Warrant is exercisable, or
         shares resulting from any subdivision or combination of such
         Ordinary Shares, or in the case of any reorganization,
         reclassification, consolidation, merger, or sale of the character
         referred to in Section 4(e) hereof, the shares or other securities
         or property provided for in such Section.

            (k)      OTHER NOTICES.  In case at any time:

                    (i)  the Company shall declare any dividend upon the
         Ordinary Shares payable in shares of any class or make any other
         distribution to the holders of the Ordinary Shares and holders of
         ADSs;

                    (ii) the Company shall offer for subscription pro rata to
         the holders of the Ordinary Shares and ADSs any additional shares
         of any class or other rights;

                    (iii) there shall be any capital reorganization of the
         Company, or reclassification of the Ordinary Shares, or consolidation
         or merger of the Company with or into, or sale of all or
         substantially all of its assets to, another corporation or entity; or

                    (iv) there shall be a voluntary or involuntary dissolution,
         liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the Holder (a) notice of
the date on which the books of the Company shall close or a record shall be
taken for determining the holders of Ordinary Shares and holders of ADSs
entitled to receive any such dividend, distribution, or subscription rights
or for determining the holders of Ordinary Shares entitled to vote and
holders of ADSs entitled to give voting instructions to the Depositary in
respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up and (b) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a
reasonable approximation thereof by the Company) when the same shall take
place. Such notice shall also specify the date on which the holders of
Ordinary Shares and holders of ADSs shall be entitled to receive such
dividend, distribution, or subscription rights or to exchange their Ordinary
Shares and ADSs for stock or other securities or property deliverable upon
such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least thirty (30) days prior to the record date or the date
on


                                       10

<PAGE>

which the Company's books are closed in respect thereto, but in no event
earlier than public announcement of such proposed transaction or event.
Failure to give any such notice or any defect therein shall not affect the
validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv)
above.

     5.     ISSUE TAX. The issuance of certificates for Warrant Shares upon
the exercise of this Warrant shall be made without charge to the Holder or
such shares for any tax in respect of such issue or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than the Holder.

     6.     NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the Holder to any voting rights or other rights as a holder of the
Company's Ordinary Shares or ADSs. No provision of this Warrant, in the
absence of affirmative action by the Holder to purchase Warrant Shares, and
no mere enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the Exercise Price or as a
holder of the Company's Ordinary Shares or ADSs, whether such liability is
asserted by the Company or by creditors of the Company.

     7.     TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

            (a) RESTRICTION ON TRANSFER. This Warrant and the rights granted
to the Holder are transferable, subject to compliance with all applicable
federal and state securities laws, in whole or in part, upon surrender of
this Warrant, together with a properly executed assignment in the Form of
Assignment attached hereto as EXHIBIT C, at the office or agency of the
Company referred to in Section 9. Until due presentment for registration of
transfer on the books of the Company, the Company may treat the registered
holder hereof as the owner and holder hereof for all purposes, and the
Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration rights described
in Section 8 hereof are assignable only in accordance with the provisions of
the Subscription Agreement.

            (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
Warrant is exchangeable, upon the surrender hereof by the Holder at the
office or agency of the Company referred to in Section 9 below, for new
Warrants, in the form hereof, of different denominations representing in the
aggregate the right to purchase the number of ADSs which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of ADSs as shall be designated by the Holder of 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 or, 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, in the form hereof, in such
denominations as Holder may request.

            (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


                                       11

<PAGE>

shall be promptly canceled by the Company. The Company shall pay all issuance
taxes (other than securities transfer taxes) 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), 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.     REGISTRATION RIGHTS. The initial holder of this Warrant (and
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Subscription Agreement.

     9.     NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given (i) on the day of service if served personally on the party to
whom notice is to be given; (ii) on the day of transmission if sent via
facsimile transmission to the facsimile number given below or at the
facsimile number provided by the Holder, and telephonic confirmation of
receipt is obtained promptly after completion of transmission, provided, that
a copy shall be sent via certified mail, return receipt requested,
simultaneously with any such facsimile; (iii) on the business day after
delivery to Federal Express or similar overnight courier or the Express Mail
service maintained by the United States Postal Service; or (iv) on the fifth
day after mailing, if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid and properly
addressed, to the party as follows:

            If to the Company:

                           Insignia Solutions plc
                           41300 Christy Street
                           Fremont, California 94538-3115
                           Telecopier: (510) 360-3702
                           Attention:  Mr. Richard Noling

            with a copy to:

                           Baker & McKenzie
                           660 Hansen Way
                           Palo Alto, California 94304
                           Telecopier: (650) 856-9299
                           Attention:  Corinna Wong, Esq.

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, or at such other address as each such party furnishes by notice
given in accordance with this Section 9.


                                       12

<PAGE>

     10.    GOVERNING LAW; JURISDICTION. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York. The Company
irrevocably consents to the jurisdiction of the United States federal courts
located in the State of New York in any suit or proceeding based on or arising
under this Warrant and irrevocably agrees that all claims in respect of such
suit or proceeding may be determined in such courts. The Company irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company agrees that a final nonappealable judgment in any such
suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful manner.

     11.    MISCELLANEOUS.

           (a) AMENDMENTS. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the Holder.

           (b) 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.

           (c) ASSIGNABILITY. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Holder and
its successors and assigns. The Holder shall notify the Company upon the
assignment of this Warrant.


                              *        *        *


                                       13

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.

                                       INSIGNIA SOLUTIONS plc

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:

<PAGE>

                                                            EXHIBIT A TO WARRANT


                          FORM OF EXERCISE AGREEMENT

   (To be Executed by the Holder in order to Exercise the Warrant)

         The undersigned hereby irrevocably exercises the right to subscribe for
____________ of the American Depositary Shares ("ADSs") of Insignia Solutions
plc, a company organized and existing under the laws of England and Wales (the
"COMPANY"), evidenced by the attached Warrant, and herewith makes payment of the
Exercise Price with respect to such ADSs in full, all in accordance with the
conditions and provisions of said Warrant.

         (i)  The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any ADSs obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

         (ii) The undersigned requests that the American depositary receipts for
such ADSs be issued, and a Warrant representing any unexercised portion hereof
be issued, pursuant to the Warrant in the name of the Holder (or such other
person or persons indicated below) and delivered to the undersigned (or
designee(s) at the address (or addresses)) set forth below:


Date:
     ----------------------              -------------------------------------
                                         Signature of Holder

                                         -------------------------------------
                                         Name of Holder (Print)

                                         Address:

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

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

<PAGE>

                                                            EXHIBIT B TO WARRANT


                          FORM OF CANCELLATION NOTICE

                    [Letterhead of Insignia Solutions plc]



______________ _____, 200_
[Insert Name of Holder]
[Insert Address of Holder]

Via  [Federal Express] [Express Mail]
     [Facsimile and Certified Mail] [First Class Mail] [Registered Mail]
     [Certified Mail]


Dear_____________:

              Pursuant to Section 1(e) of the Warrant, the Company hereby
notifies you that Warrant No. ___ will be canceled at 5:00 p.m. Eastern Standard
Time on _________ ____, 200_. (1) The Company represents and warrants that all
of the terms and conditions set forth in Section 1(e) of the Warrant have been
complied with prior to and at the deliverance of this Cancellation Notice.


                                       INSIGNIA SOLUTIONS plc

                                       By:
                                           -----------------------------------
                                           Name:
                                           Title:






--------------
(1) Insert Date that is 60 days from the date notice is deemed received
    pursuant to Section 9 of the Warrant.

<PAGE>

                                                            EXHIBIT C TO WARRANT


                              FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all rights of the undersigned under the within Warrant, with respect
to the number of ADSs covered thereby set forth hereinbelow, to:

         NAME OF ASSIGNEE          ADDRESS           NO. OF SHARES
         ----------------          -------           -------------

and hereby irrevocably constitutes and appoints _______________ as agent and
attorney-in-fact to transfer said Warrant on the books of the within-named
corporation, with full power of substitution in the premises.

Date:____________ ____,

In the presence of

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

                                  Name:
                                        --------------------------------------

                                  Signature:
                                             ---------------------------------

                                  --------------------------------------------
                                  TITLE OF SIGNING OFFICER OR AGENT (IF ANY)


                                  Address:

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

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