MILBERG WEISS BERSHAD

HYNES & LERACH LLP

ALAN SCHULMAN (128661)

MARK SOLOMON (151949)

JOY ANN BULL (138009)

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

- and -

KIMBERLY C. EPSTEIN (169012)

222 Kearny Street, 10th Floor

San Francisco, CA 94108

Telephone: 415/288-4545

WEISS & YOURMAN

JOSEPH H. WEISS

JACK I. ZWICK

551 Fifth Avenue

Suite 1600

New York, NY 10176

Telephone: 212/682-3025

- and -

KEVIN J. YOURMAN (147159)

10940 Wilshire Blvd.

24th Floor

Los Angeles, CA 90024

Telephone: 310/208-2800

BERNSTEIN LIEBHARD & LIFSHITZ

MEL E. LIFSHITZ

274 Madison Avenue

New York, NY 10016

Telephone: 212/779-1414

Attorneys for Plaintiffs

BROOKE GRAUBART, et al., On Behalf of

Themselves and All Others Similarly Situated,

Plaintiffs,

vs.

INSIGNIA SOLUTIONS PLC, et al.,

Defendants.

___________________________________

No. C-97-20265-JW(EAI)

CLASS ACTION

DATE: April 20, 1998

TIME: 9:00 a.m.

COURTROOM: The Honorable

James Ware

TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD

PLEASE TAKE NOTICE that, pursuant to an Order of the Court filed January 22, 1998, on April 20, 1998, at 9:00 a.m., or as soon thereafter as counsel may be heard, at the United States Courthouse, 280 South First Street, San Jose, California, before the Honorable James Ware, United States District Judge, Representative Plaintiffs will and hereby move for an order approving the Plan of Allocation of settlement proceeds. Representative Plaintiffs' motion is based on the Plan of Allocation and the memorandum in support of approval thereof, the declarations of counsel for Representative Plaintiffs, the Stipulation of Settlement dated as of August 8, 1997, all other pleadings and matters of record, and such additional evidence or argument as may be presented at the hearing.

I. INTRODUCTION

Representative Plaintiffs submit this memorandum in support of their motion for approval of the proposed Plan of Allocation (the "Plan") of the net settlement fund among class members who file valid Proof of Claim and Release forms evidencing a loss in their transactions in Insignia Solutions PLC ("Insignia") American Depository Shares ("ADS") during the Settlement Class Period. The Plan reflects Representative Plaintiffs' counsel's view of the likely provable damages had this case gone forward and is designed to promote ease of claims administration with its attendant reduced cost to the class. In addition, the Plan is similar in structure to numerous other such plans which have been utilized in securities class action cases. Representative Plaintiffs submit that the Plan is fair and equitable to class members and deserves the Court's approval.

II. STRUCTURE OF THE PLAN OF ALLOCATION

Under the proposed Plan, class members are required to submit a Proof of Claim and Release form which sets forth all purchases and sales of Insignia ADS during the Settlement Class Period (November 14, 1995 to and including February 26, 1997). Class members are also asked to set forth the date(s) on which they purchased and sold their ADSs, the gross price paid for the ADSs and the net proceeds received from any sales, as well as their position in Insignia ADSs at the end of the Settlement Class Period. A Claim will be calculated in accordance with the Plan described in the Notice of Pendency and Proposed Settlement of Class Actions ("Notice") sent to class members and provides for varying calculations depending on a class member's date(s) of purchase(s) and sale(s).

A Claim will be computed as follows:

a. For shares of Insignia Solutions, PLC ADSs that were purchased in the initial public offering and

(i) sold prior to April 3, 1996, the Claim per ADS is $12.00 minus the sales price;

(ii) sold on or after April 3, 1996, the Claim per ADS is $12.00 minus the greater of the sales price or $6.063.

(iii) held at the close of trading on February 26, 1997, the Claim per ADS is $5.937.

b. For shares of Insignia Solutions, PLC ADSs that were purchased on the open market on November 14, 1995 through and including January 2, 1996 and

(i) sold on or before January 2, 1996, the Claim per ADS is $0.00;

(ii) sold on or between January 3, 1996 and February 26, 1997, the Claim per ADS is the lesser of:

(a) The purchase price less the sales price or

(b) $6.675;

(iii) held at the close of trading on February 26, 1997, the Claim per ADS is the lesser of:

(a) the purchase price less the sales price or

(b) $8.087.

c. For shares of Insignia Solutions, PLC ADSs that were purchased on January 3, 1996 through and including February 26, 1997 and

(i) sold on or before February 26, 1997, the Claim per ADS is $0.00;

(ii) held at the close of trading on February 26, 1997, the Claim per ADS is the lesser of:

(a) the purchase price less the sales price or

(b) $1.412.

The date of purchase or sale is the "contract" or "trade" date as distinguished from the "settlement" date.

For Settlement Class Members who made multiple purchases or multiple sales during the Settlement Class Period, the earliest subsequent sale shall be matched with the earliest purchase and chronologically thereafter for purposes of the Claim calculations.

All profits shall be subtracted from all losses to determine the net Claim of each Settlement Class Member.

The Court has reserved jurisdiction to allow, disallow or adjust the Claim of any Settlement Class Member on equitable grounds.

After the calculation of all Claimants' Claims and the conduct of certain verification procedures by the Claims Administrator, Representative Plaintiffs' counsel will recommend that each Settlement Class Member who has filed a valid Proof of Claim receive that portion of the Net Settlement Fund which is equal to a fraction, the numerator of which is the Claim for the particular Settlement Class Member and the denominator of which is the total Claims of all Settlement Class Members whose Claims are allowed.

III. THE PLAN OF ALLOCATION IS FAIR, REASONABLE AND ADEQUATE AND SHOULD BE APPROVED BY THE COURT

Assessment of a plan of allocation of settlement proceeds in a class action under Rule 23 of the Federal Rules of Civil Procedure is governed by the same standards of review applicable to the settlement as a whole -- the plan must be fair, reasonable and adequate. Class Plaintiffs v. Seattle, 955 F.2d 1268, 1284 (9th Cir. 1992). A plan of allocation that allocates most of the settlement to those most injured is reasonable. In re Gulf Oil/Cities Service Tender Offer Litig., 142 F.R.D. 588, 596 (S.D.N.Y. 1992).

The objective of the Plan is to provide an equitable basis upon which to distribute the Settlement Fund among eligible class members. Here, the Plan is based upon Representative Plaintiffs' theory of the alleged fraud and an analysis of potential class member damages and will result in a fair distribution of the available proceeds among those class members who submit valid claims.

IV. CONCLUSION

As indicated above, this Plan is equitable to all class members. Moreover, the information required from a class member is easily obtainable by him or her and is also easily verifiable to the Claims Administrator. The Plan is, perforce, a fair and equitable method of allocating the proceeds of this settlement among class members.

For all of the foregoing reasons, Representative Plaintiffs' counsel respectfully request that the Court approve the Plan of Allocation as submitted.

DATED: April 9, 1998

Respectfully submitted,

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

ALAN SCHULMAN

MARK SOLOMON

JOY ANN BULL

______________________________

JOY ANN BULL

600 West Broadway, Suite 1800

San Diego, CA 92101

Telephone: 619/231-1058

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

KIMBERLY C. EPSTEIN

222 Kearny Street, 10th Floor

San Francisco, CA 94108

Telephone: 415/288-4545

WEISS & YOURMAN

JOSEPH H. WEISS

JACK I. ZWICK

551 Fifth Avenue

Suite 1600

New York, NY 10176

Telephone: 212/682-3025

WEISS & YOURMAN

KEVIN J. YOURMAN

10940 Wilshire Blvd.

24th Floor

Los Angeles, CA 90024

Telephone: 310/208-2800

BERNSTEIN LIEBHARD & LIFSHITZ

MEL E. LIFSHITZ

274 Madison Avenue

New York, NY 10016

Telephone: 212/779-1414

Attorneys for Plaintiffs

INSIGN-2\DLM13133.brf

I, the undersigned, declare:

1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested in the within action; that declarant's business address is 600 West Broadway, Suite 1800, San Diego, California 92101.

2. That on April 10, 1998, declarant served the NOTICE OF MOTION AND MEMORANDUM IN SUPPORT OF MOTION FOR APPROVAL OF PLAN OF ALLOCATION by depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List and that this document was forwarded to the following designated Internet site at:

http://securities.milberg.com

3. That there is a regular communication by mail between the place of mailing and the places so addressed.

I declare under penalty of perjury that the foregoing is true and correct. Executed this 10th day of April, 1998, at San Diego, California.

______________________________

DANELLE L. McNERTNEY