EXHIBIT
      10.02

    


    SERIES
      B PREFERRED STOCK REPURCHASE AGREEMENT

     

    This
      Settlement Agreement (this “Agreement”)
      is
      made and entered into as of June 4, 2007 (the “Effective
      Date”)
      by and
      between Insignia Solutions plc, a public limited company incorporated under
      the
      laws of England and Wales (the “Company”),
      Insignia Solutions Inc., a company incorporated under the laws of Delaware
      (the
“Issuer”)
      and
      those persons and entities listed on Exhibit A hereto (the “Investors”).
      The
      Company, the Issuer and the Investors are collectively referred to as
“Parties”.

     

    WHEREAS,
      each Investor purchased shares of the Issuer’s Series B Preferred Stock, stated
      value of $100 per share (the “Series
      B Stock”)
      pursuant
      to that certain Securities Subscription Agreement between the Company, the
      Issuer, the Investors and certain other investors dated December 29, 2005,
      as
      amended (the “Subscription
      Agreement”),
      and
      in connection therewith entered into that certain Registration Rights Agreement
      between the Company, the Investors and certain other investors dated December
      29, 2005, as amended (the “Rights
      Agreement”)
      and a
      certain Warrant to purchase American depositary shares of the Company issued
      by
      the Company to each Investor on or about December 29, 2005, as amended (each
      such warrant, a “Warrant”);

     

    WHEREAS,
      the Issuer wishes to repurchase certain shares of Series B Stock held by the
      Investors, and the Investors concurrently desire to have the Issuer repurchase
      such shares of Series B Stock;

     

    NOW,
      THEREFORE, in consideration of the above premises and for good and valuable
      consideration, the sufficiency and receipt of which is hereby acknowledged,
      the
      Parties hereto agree as follows:

     

    1. Repurchase
      of Series B Stock.
      Each
      Investor hereby severally agrees to sell to the Company, and the Issuer hereby
      agrees to repurchase, the number of shares of Series B Stock set forth besides
      each respective Investor’s name in the column entitled “Shares of Series B
      Preferred Stock Repurchased” on Exhibit
      A
      hereto
      (the “Repurchased
      Shares”)
      at a
      price of US$128.00 per share (the “Repurchase
      Price”,
      payable by wire transfer of funds to the IOLA account of Grushko & Mittman
      P.C. Such repurchase shall be effective, with respect to each Investor,
      immediately upon receipt of such funds in such account (the “Effective
      Time”),
      and
      from and after such time, the Repurchased Shares shall no longer be outstanding.
      Each Investor agrees that payment of the Repurchase Price shall be deemed to
      satisfy in full any and all rights that the Invesor may have to accrued
      dividends with respect to the Repurchased Shares and to liquidated damages
      pursuant to Section 2(e) of the Rights Agreement (as amended). Each Investor
      agrees that promptly after the Effective Time, it will return the certificates
      evidencing the Repurchased Shares to the Issuer by federal express or other
      overnight courier to:

     

    Insignia
      Solutions, Inc.

    51
      East
      Campbell Avenue, Suite 130

    Campbell,
      California 95008

    Attention:
      George Monk

     

    2. Cancellation
      of Warrants.
      The
      Company and each undersigned Investor acknowledge and agree that, from and
      after
      the Effective Time, each Warrant issued to such Investor shall be null and
      void
      and of no further force and effect whatsoever. Each Investor agrees that
      promptly after the Effective Time, it will return the Warrants to the Issuer
      by
      federal express or other overnight courier to the address set forth in Section
      1.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    3. No
      Rights to Series B Stock or Warrants.
      Each
      Investor hereby acknowledges and agrees that from and after the Effective Time,
      such Investor will have no further rights with respect to his/her/its respective
      Repurchased Shares and Warrant

     

    4. General
      Release of Claims.
      For and
      in consideration of the repurchase by the Issuer
      of the
      Repurchased Shares, each
      Investor hereby waives, releases, and forever discharges the Company and the
      Issuer and each of their respective past and present employees, officers,
      shareholders, directors, owners, agents, attorneys, predecessors and successors
      (in each case in their capacity as such), , and the Company and the Issuer
      hereby waive, release and forever discharge each of the Investors and each
      of
      their respective past and present employees, officers, shareholders, directors,
      owners, agents, attorneys, predecessors and successors (in
      each
      case in their capacity as such),
      from
      any and all claims, charges, complaints, rights, demands, actions, or causes
      of
      action, whether based in contract or tort, which such Investor, the Company
      or
      the Issuer has, may have or claims to have had against any of them, whether
      known or unknown, including, without limitation, any rights to any liquidated
      damages, accrued dividends or other amounts pursuant to the Subscription
      Agreement, the Rights Agreement or the Warrants, from the beginning of time
      to
      the present. Each Investor, the Company and the Issuer further agree not to
      initiate any action, including any legal, administrative, or other proceeding
      to
      assert any such claims; provided,
      however,
      that
      nothing in this Section shall waive or release any rights any Party hereto
      may
      have to seek enforcement of, or make a claim for breach of, the covenants,
      representations, promises and provisions of this Agreement.

     

    5. California
      Civil Code Section 1542 Waiver.
      Each
      Investor, the Issuer and the Company hereby acknowledge that it is familiar
      with
      the provisions of Section 1542 of the Civil Code of the State of California,
      which provides that:

     

    A
      GENERAL
      RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
      KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
      

     

    Each
      Investor, the Company and the Issuer hereby expressly, knowingly, and
      intentionally waives and relinquishes any and all rights that it has against
      the
      other party under Section 1542, and hereby assumes full responsibility for
      any
      injuries, damages or losses that it may incur as a result of the execution
      of
      this Agreement, the Subscription Agreement and the transactions provided for
      therein.

     

    7. No
      Assignment of Released Claims. Each
      Investor represents and warrants that it has not assigned or conveyed any
      claims, which it has or purports to have against the Releasees to any other
      person.

     

    8. Confidentiality.
      The
      Investors each agree not to reveal the terms of the Agreement, nor the
      consideration for settlement set forth in the Agreement, to any person, other
      than counsel, except for tax purposes or to fulfill corporate financial
      reporting obligations, without the prior written consent of the Issuer or the
      Company. Any breach of this confidentiality provision shall be deemed a material
      breach of this Agreement.

    


    9. Binding
      Agreement.
      The
      Parties agree that this Agreement shall be binding on the Parties and their
      predecessors, successors, parent companies, subsidiaries, affiliates, employees,
      officers, shareholders, directors, benefit plans (and fiduciaries thereof),
      and
      agents. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    10. Final
      Agreement and Modification.
      This
      Agreement and all exhibits hereto contain all of the terms, provisions, and
      understandings between and the Parties in connection with the subject matter
      hereof, and are meant to be a full and final agreement between them as to said
      subject matter. No modification of this Agreement shall be effective except
      if
      in writing and signed by all Parties.

     

    11. Governing
      Law.
      This
      Agreement shall be governed by and interpreted under the laws of the State
      of
      California, without regard to conflict of laws.

     

    12. Litigation
      Expense.
      If any
      Party to this Agreement shall bring an action against the other Party hereto
      by
      reason of the breach of any covenant, warranty, representation, obligation
      or
      condition imposed by this Agreement, or otherwise relating to or arising out
      of
      this Agreement, whether for declaratory or other relief, the prevailing party
      in
      said action shall be entitled to said party’s costs of suit and reasonable
      attorneys’ fees.

     

    13.  Execution
      in Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all such counterparts collectively shall constitute but one and
      the same Agreement. This Agreement may be executed by facsimile, and a facsimile
      signature shall have the same force and effect as an original signature on
      this
      document.

     

    14.  Severability.
      In the
      event that any provision of this Agreement, or the application of any such
      provision, is held by a tribunal of competent jurisdiction to be contrary to
      law, the remaining provisions of this Agreement will remain in full force and
      effect, and this Agreement will be interpreted as if said invalid provision
      was
      omitted.

     

    15.  Authority
      of Signatory.
      The
      Parties each represent and warrant that each Party’s signatory has full
      authority to enter into this Agreement and to bind his respective
      entity

     

    16. Effectiveness.
      The
      Issuer agrees to make payment to the Investors party hereto as provided in
      Section 1 hereof not later than five business days following execution and
      delivery of this Agreement by such Investors.   

     

    


    [Signature
      Page Follows]

    


    


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    COMPANY:

    


    INSIGNIA
      SOLUTIONS PLC

    


    


    By:
      /s/
      George
      Monk                                              

    


    Name:
      George
      Monk                                               

    


    Title:
      CFO                                                                  

    


    


    


    ISSUER:

    


    INSIGNIA
      SOLUTIONS, INC.

    


    


    By:
      /s/
      George
      Monk                                               

    


    Name:
      George
      Monk                                               


    


    Title:
      CFO                                                                  
      

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    ALPHA
      CAPITAL AG.

    


    


    By:
      /s/
      Konrad
      Ackerman                                       


    


    Name:
      Konrad
      Ackerman                                       


    


    Title:
      Director                                                           
      

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    ELLIS
      INTERNATIONAL LLC

    


    


    By:
      /s/
      Wilhelm
      Ungar                                            


    


    Name:
      Wilhelm
      Ungar                                             


    


    Title:
      Officer                                                              


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    DKR
      SOUNDSHORE OASIS HOLDING

    FUND
      LTD.

    


    By: 
      DKR Oasis Management Company LP, 

    its
      investment manager

    


    


    By:
      /s/
      Barbara
      Burger                                            


    


    Name:
      Barbara
      Burger                                             

    


    Title:
      Authorized
      Signatory                                   


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    PLATINUM
      LONG TERM GROWTH I, L.L.C.

    


    


    By:
      /s/
      Mark
      Nordlicht                                           
 

    


    Name:
      Mark
      Nordlicht                                             


    


    Title:
      General
      Manager                                           


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    WHALEHAVEN
      CAPITAL FUND LIMITED

    


    


    By:
      /s/
      Claire
      Burnard                                              

    


    Name:
      Claire
      Burnard                                              


    


    Title:
      Secretary                                                         


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    MONARCH
      CAPITAL FUND LTD.

    


    


    By:
      /s/
      Illegible                                                         

    


    Name:
      Navigator Management
      Ltd.                      


    


    Title:
      Director                                                           


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    CMS
      CAPITAL

    


    


    By:
      /s/
      Howard
      Weiss                                             


    


    Name:
      Howard
      Weiss                                             


    


    Title:
      Director                                                           


    


    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    IN
      WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement
      as
      of the Effective Date.

    


    INVESTOR:

    


    


    


    


    /s/
      Elli
      Schulman                                                      


    Elli
      Schulman

    


    


    


    


    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    Investors

     

    
      	
               

              Investor

            	 	
              Shares
                of

              Series
                B

              Preferred

              Stock

              Originally

              Purchased

            	 	
              Shares
                of

              Series
                B

              Preferred

              Stock

              Held
                as of

              Effective
                Date

            	 	
              Shares
                of

              Series
                B

              Preferred

              Stock

              Repurchased

            	 	
              Warrant

              Shares

              to
                be

              Cancelled

            	 
	
              Alpha
                Capital ag.

              Pradfant
                7

              Furstentums
                9490

              Vaduz
                Liechtenstein

            	 	 	
              5,000

              
              

            	 	 	
              5,000

              
              

            	 	 	
              5,000

              
              

            	 	 	
              2,300,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Ellis
                International LLC

              Calle
                53 Urbanizacion Marbella

              Obarrio
                Torre Swiss Bank Piso 16

              Panama
                City, Panama (Republic of)

            	 	 	
              3,500

              
              

            	 	 	
              3,500

              
              

            	 	 	
              3,500

              
              

            	 	 	
              1,610,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              DKR
                Soundshore Oasis Holding Fund LTD.

              1281
                East Main Street, 3rd
                Floor

              Stamford,
                CT 06902

            	 	 	
              3,000

              
              

            	 	 	
              3,000

              
              

            	 	 	
              3,000

              
              

            	 	 	
              1,180,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Platinum
                Long Term Growth I, LLC

              152
                West 57th
                Street, 54th
                Floor

              New
                York, NY 10019

            	 	 	
              2,500

              
              

            	 	 	
              2,500

              
              

            	 	 	
              2,500

              
              

            	 	 	
              1,150,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Whalehaven
                Capital Fund Limited

              c/o
                Consolidated Group of Companies

              14
                Par-La-Ville Road

              Par-La-Ville
                Place, 3rd
                Floor

              Hamilton
                HMJX

              Bermuda

            	 	 	
              3,000

              
              

            	 	 	
              3,000

              
              

            	 	 	
              3,000

              
              

            	 	 	
              1,380,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Monarch
                Capital Fund Ltd.

              Harbor
                House, 2nd
                Floor

              Road
                Town, Tortola

              British
                Virgin Islands

            	 	 	
              1,500

              
              

            	 	 	
              1,500

              
              

            	 	 	
              1,500

              
              

            	 	 	
              690,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              CMS
                Capital

              9612
                Van Nuys Blvd., #108

              Panorama
                City, CA 91402

            	 	 	
              750

              
              

            	 	 	
              750

              
              

            	 	 	
              750

              
              

            	 	 	
              345,000

              
              

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Elli
                Schulman

              1
                Harding Court

              Passaic,
                NJ 07055

            	 	 	
              500

              
              

            	 	 	
              500

              
              

            	 	 	
              500

              
              

            	 	 	
              230,000