EXHIBIT
      10.01

    


    SERIES
      A PREFERRED STOCK REPURCHASE AGREEMENT

     

    This
      Settlement Agreement (this “Agreement”)
      is
      made and entered into as of May 31, 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 A Preferred Stock, stated
      value of $100 per share (the “Series
      A Stock”)
      pursuant
      to that certain Securities Subscription Agreement between the Company, the
      Issuer, the Investors and certain other investors dated on or about June 30,
      2005, (the “Subscription
      Agreement”),
      and a
      certain Warrant to purchase American depositary shares of the Company issued
      by
      the Company to each Investor on or about June 30, 2005 (each such warrant,
      a
“Warrant”);

     

    WHEREAS,
      the Issuer wishes to repurchase certain shares of Series A Stock held by the
      Investors, and the Investors concurrently desire to have the Issuer repurchase
      such shares of Series A 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 A Stock.
      Each
      Investor hereby severally agrees to sell to the Company, and the Issuer hereby
      agrees to repurchase, the number of shares of Series A Stock set forth besides
      each respective Investor’s name in the column entitled “Shares of Series A
      Preferred Stock Repurchased” on Exhibit
      A
      hereto
      (the “Repurchased
      Shares”)
      at a
      price of US$100.00 per share (the “Repurchase
      Price”,
      payable by wire transfer of funds. Such repurchase shall be effective, with
      respect to each Investor, immediately upon receipt of such funds in their
      designated account set forth on the signature page hereto (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 Investor may have to
      accrued dividends with respect to the Repurchased Shares and to any other rights
      thereunder. 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 A 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 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 Releases 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

     

    


     

    


    [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:
      G.
      Monk                                                            

    


    Title:
      CFO                                                                     

    


    


    


    ISSUER:

    


    INSIGNIA
      SOLUTIONS, INC.

    


    


    By:
      /s/
      George
      Monk                                                  

    


    Name:
      G.
      Monk                                                            

    


    Title:
      CFO                                                                     

    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

    


    INVESTOR:

    


    M.
      Pino.

    


    


    By:/s/
      Michael
      Pino                                                    

    


    Name:Michael
      Pino                                                    

    


    Title:_________________________________

    


    


    


    Designated
      Account [insert wire instructions below]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

    


    INVESTOR:

    


    T.
      Pino

    


    


    By:
      /s/
      Tiffany
      Pino                                                    

    


    Name:
      Tiffany
      Pino                                                     

    


    Title:
      _________________________________

    


    


    


    Designated
      Account [insert wire instructions below]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

    


    INVESTOR:

    


    R.
      Zehner.

    


    


    By:/s/
      Richard N.
      Zehner                                          

    


    Name:
      Richard N.
      Zehner                                          

    


    Title:
      Private
      Investor                                               
 

    


    


    Designated
      Account [insert wire instructions below]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

    


    INVESTOR:

    


    Unity
      Capital.

    


    


    By:
      /s/
      Eli
      Schick                                                         

    


    Name:
      Eli
      Schick                                                         


    


    Title:
      Partner                                                                

    


    


    Designated
      Account [insert wire instructions below]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

    


    INVESTOR:

    


    SRG
      Capital

    


    


    By:
      /s/
      Yoav
      Roth                                                       


    


    Name:Yoav
      Roth                                                        


    


    Title:
      Portfolio
      Manager                                            


    


    


    


    Designated
      Account [insert wire instructions below]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    Investors

     

    
      	
              Investor

            	 	
              Shares
                of 

              Series
                A 

              Preferred
                Stock 

              Outstanding

            	 	
              Shares
                of Series A 

              Preferred
                Stock 

              Repurchased

            	 	
              Price

            	 	
              Proceeds

            	 	
              Warrant
                

              Shares
                to 

              be
                Cancelled

            	 
	
              T
                Pino

            	 	
              $

            	
              625

            	 	
              $

            	
              625

            	 	
              $

            	
              100

            	 	
              $

            	
              62,500

            	 	 	
              156250

            	 
	
              M
                Pino

            	 	
              $

            	
              625

            	 	
              $

            	
              625

            	 	
              $

            	
              100

            	 	
              $

            	
              62,500

            	 	 	
              156250

            	 
	
              Unity
                Capital

            	 	
              $

            	
              750

            	 	
              $

            	
              750

            	 	
              $

            	
              100

            	 	
              $

            	
              75,000

            	 	 	 	 
	
              R
                Zehner

            	 	
              $

            	
              1,500

            	 	
              $

            	
              1,500

            	 	
              $

            	
              100

            	 	
              $

            	
              150,000

            	 	 	
              375000

            	 
	
              SRG
                Capital

            	 	
              $

            	
              600

            	 	
              $

            	
              600

            	 	
              $

            	
              100

            	 	
              $

            	
              60,000

            	 	 	
              163,250

            	 
	 	 	 	 	 	 	 	 	 	 	 	
              $

            	
              410,000

            	 	 	
              850,750