Exhibit 4.1.3

                                                                 Warrant No. 016
                                                      (REPLACES WARRANT NO. 008)


THE SECURITIES EVIDENCE BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). THEY HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION THEREOF WITHIN THE MEANING OF THE ACT AND
REGULATIONS THEREUNDER. THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS (A)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES OR (B)
THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE
SECURITIES (CONCURRED IN BY LEGAL COUNSEL OF THIS CORPORATION) STATING THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION OR THIS CORPORATION OTHERWISE SATISFIES
ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

                              COMMON STOCK WARRANT

                  To Purchase 25,000 Shares of Common Stock of

                             Insignia Systems, Inc.

                                  May 20, 1999

         THIS CERTIFIES THAT, for good and valuable consideration, the receipt
of which is hereby acknowledged, Frank Trestman, is entitled to subscribe for
and purchase from Insignia Systems, Inc., a Minnesota corporation, (herein
called the "Company"), at any time after the date hereof to and including
September 28, 2004, 25,000 fully paid and nonassessable shares of the Company's
common stock at the following price: $2.00 per share.

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

         1. Exercise. The rights represented by this Warrant may be exercised by
the holder hereof, in whole or in part (but not as to a fractional share of
common stock), by written notice of exercise delivered to the Company twenty
(20) days prior to the intended date of exercise and by the surrender of this
Warrant (properly endorsed if required) at the principal office of the Company
and upon payment to it by certified or cashier's check of the purchase price for
such shares.

         2. Issuance of Shares. The Company agrees that the shares purchased
hereby shall be and are deemed to be issued to the record holder hereof as of
the close of business on the date on which this Warrant shall have been
surrendered and the payment made for such shares as


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aforesaid. Subject to the provisions of the next succeeding paragraph,
certificates for the shares of stock so purchased shall be delivered to the
holder hereof within a reasonable time, not exceeding ten (10) days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the number of shares, if
any, with respect to which this Warrant shall not then have been exercised shall
also be delivered to the holder hereof within such time.

         Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for shares of stock upon exercise of this
Warrant, except in accordance with the provisions, and subject to the
limitations, set forth in the paragraphs below.

         3. Covenants of Company. The Company covenants and agrees that all
shares which may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized and issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such action as may
be required to assure that the par value per share of the common stock is at all
times equal to or less than the then effective purchase price per share of the
common stock issuable pursuant to this Warrant. The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its common
stock to provide for the exercise of the rights represented by this Warrant.

         4. Anti-dilution Adjustments. The above provisions are, however,
subject to the following:

         (a) In case the Company shall at any time hereafter subdivide or
combine the outstanding shares of common stock or declare a dividend payable in
common stock, the exercise price of this Warrant in effect immediately prior to
the subdivision, combination or record date for such dividend payable in common
stock shall forthwith be proportionately increased, in the case of combination,
or decreased, in the case of subdivision or dividend payable in common stock,
and each share of common stock purchasable upon exercise of the warrant shall be
changed to the number determined by dividing the then current exercise price by
the exercise price as adjusted after the subdivision, combination, or dividend
payable in common stock.

         (b) No fractional shares of common stock are to be issued upon the
exercise of the Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share which would otherwise be issuable in an amount equal
to the same fraction of the market price per share of common stock on the day of
exercise as determined in good faith by the Company.

         (c) If any merger, capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets to
another corporation shall be affected in such a way that holders


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of common stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for common stock then, as a condition of such
reorganization, reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the holder hereof shall hereafter have
the right to purchase and receive upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the shares of the common
stock of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such share of stock, securities or
assets as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such common stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby had such reorganization, reclassification,
consolidation, merger or sale not taken place, and in any such case appropriate
provisions shall be made with respect to the rights and interests of the holder
of this Warrant to the end that the provisions hereof (including without
limitation provisions for adjustments of the warrant purchase price and of the
number of shares purchasable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise hereof. The
Company shall not effect any such consolidation, merger or sale, unless prior to
the consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing such
assets, shall assume by written instrument executed and mailed to the registered
holder hereof at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions such holder
may be entitled to purchase.

         (d) Upon any adjustment of the warrant purchase price, then and in each
such case, the Company shall give written notice thereof, by first class mail,
postage prepaid, addressed to the registered holder of this Warrant at the
address of such holder as shown on the books of the Company, which notice shall
state the warrant purchase price resulting from such adjustment and the increase
or decrease, if any, in the number of shares purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.

         5. Common Stock. As used herein, the term "common stock" shall mean and
include the Company's presently authorized shares of common stock and shall also
include any capital stock of any class of the Company hereafter authorized which
shall not be limited to a fixed sum or percentage in respect of the rights of
the holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Company.

         6. No Voting Rights. This Warrant shall not entitle the holder hereof
to any voting rights or other rights as a stockholder of the Company.

         7. Transfer of Warrant or Resale of Shares. The holder acknowledges
that it has obtained this Warrant for investment and not with the intention of
making any resale or distribution. The holder further acknowledges (a) that
neither this Warrant nor any of the shares



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of common stock obtainable under it have been registered under the Securities
Act of 1933 or any state securities statute, and (b) that neither this Warrant
nor any shares of common stock obtained under it may be transferred without such
registration or an opinion of legal counsel acceptable to the Company that such
transfer may be made without such registration. The holder of this Warrant, by
acceptance hereof, agrees to give written notice to the Company before
transferring this Warrant, or transferring any common stock issued upon the
exercise hereof, of such holder's intention to do so, describing briefly the
manner of any proposed transfer and accompanied by an opinion of legal counsel,
in form and substance satisfactory to the Company, that the transfer may
lawfully be made. Promptly upon receiving such written notice and opinion, the
Company shall present copies thereof to the Company's legal counsel and to
counsel to the original purchaser of this Warrant. If in the opinion of each
such counsel the proposed transfer may be effected without registration or
qualification under any Federal or State law, the Company, as promptly as
practicable, shall notify such holder of such opinion, whereupon such holder
shall be entitled to transfer this Warrant or to dispose of shares of common
stock received upon the previous exercise of this Warrant, provided that an
appropriate legend may be endorsed on this Warrant or the certificates for such
shares respecting restrictions upon transfer thereof necessary or advisable in
the opinion of the Company's legal counsel to prevent further transfers which
would be in violation of the Securities Act of 1933.

         If in the opinion of either of the counsel referred to in this
paragraph 7 hereof, the proposed transfer or disposition of shares described in
the written notice given pursuant to this paragraph 7 may not be effected
without registration or qualification of this Warrant or the shares of common
stock issued on the exercise hereof, the Company shall promptly give written
notice thereof, the Company shall promptly give written notice thereof to the
holder hereof, and such holder will limit its activities in respect to such as,
in the opinion of both such counsel, are permitted by law.

         IN WITNESS WHEREOF, Insignia Systems, Inc. has caused this Warrant to
be signed by its duly authorized officers and dated July 14, 1999.



                                    By   /s/  Scott Drill
                                    President


ATTEST:  /s/ G. L. Hoffman
Secretary


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