EXHIBIT 10.4


                            CERTIFICATE OF AMENDMENT
                                       TO
                                 1990 STOCK PLAN

         The undersigned, Secretary of Insignia Systems, Inc., hereby certifies
that the following resolution was adopted by the Board of Directors on January
27, 2003, and remains in full force and effect:

                  RESOLVED, that for the purpose of allowing all holders of the
         Company's stock options to pay the exercise price with previously-owned
         shares, Section 5(d) of the 1990 Stock Option Plan entitled "Stock
         Options - Method of Exercise" is hereby amended as follows (with the
         new language in italics):

                  (d) Method of Exercise. Stock Options may be exercised in
         whole or in part at any time during the option period by giving written
         notice of exercise to the Company specifying the number of shares to be
         purchased. Such notice shall be accompanied by payment in full of the
         purchase price, either by certified or bank check, or by any other form
         of legal consideration deemed sufficient by the Committee and
         consistent with the Plan's purpose and applicable law, including
         promissory notes or a properly executed exercise notice together with
         irrevocable instructions to a broker acceptable to the Company to
         promptly deliver to the Company the amount of sale or loan proceeds to
         pay the exercise price. PAYMENT IN FULL OR IN PART FOR THE EXERCISE OF
         A STOCK OPTION MAY ALSO BE MADE IN THE FORM OF UNRESTRICTED STOCK
         ALREADY OWNED BY THE OPTIONEE (BASED ON THE MARKET PRICE OF THE STOCK
         ON THE DATE THE OPTION IS EXERCISED). If the terms of an option so
         permit, an optionee may elect to pay all or part of the option exercise
         price by having the Company withhold from the shares of Stock that
         would otherwise be issued upon exercise that number of shares of Stock
         having a Fair Market Value equal to the aggregate option exercise price
         for the shares with respect to which such election is made. No shares
         of Stock shall be issued until full payment therefor has been made. An
         optionee shall generally have the rights to dividends and other rights
         of a shareholder with respect to shares subject to the option when the
         optionee has given written notice of exercise, has paid in full for
         such shares, and, if requested, has given the representation described
         in paragraph (a) of Section 10.

         IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th
day of March, 2003.


                                            /s/ John R. Whisnant
                                            ------------------------------------
                                            John R. Whisnant, Secretary