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                     AMENDED AND RESTATED DEPOSIT AGREEMENT



                                  by and among



                              IONA TECHNOLOGIES PLC
                                    as Issuer



                                       AND



                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                  as Depositary



                                       AND



           HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES
           EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER







                              DATED April 26, 2004


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                                  WHITE & CASE
                                  7-11 Moorgate
                                 London EC2R 6HH
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                                TABLE OF CONTENTS


1.   DEFINITIONS AND INTERPRETATION.........................................1
2.   FORM OF ADR:  INCORPORATION BY REFERENCE...............................3
3.   DEPOSIT OF SHARES......................................................4
4.   ISSUE OF ADRs..........................................................6
5.   TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION
       OF ADRS; CANCELLATION AND DESTRUCTION OF ADRS;
       MAINTENANCE OF RECORDS...............................................8
6.   DISTRIBUTIONS:  CONVERSION OF FOREIGN CURRENCY WITHHOLDING............10
7.   CUSTODIAN.............................................................16
8.   DEPOSITARY'S AGENTS...................................................17
9.   MAINTENANCE OF OFFICE.................................................17
10.  STANDARD OF CARE......................................................17
11.  RESIGNATION AND REMOVAL OF THE DEPOSITARY:
       SUCCESSOR DEPOSITARY................................................18
12.  AMENDMENT.............................................................19
13.  TERMINATION...........................................................19
14.  INFORMATION...........................................................19
15.  INDEMNIFICATION.......................................................22
16.  COMPLIANCE WITH U.S. SECURITIES LAWS..................................22
17.  MISCELLANEOUS.........................................................22
18.  GOVERNING LAW.........................................................23
EXHIBIT A TO DEPOSIT AGREEMENT:  Form of ADR...............................A-1
EXHIBIT B TO DEPOSIT AGREEMENT:  Fees and Charges
          of the Depositary................................................B-1

                                      -i-
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                                DEPOSIT AGREEMENT

     AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of April 26, 2004 (the
     "Agreement"), among IONA TECHNOLOGIES PLC, a public limited company
     organized under the laws of the Ireland and its successors (hereinafter
     referred to as the "Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, a
     corporation duly incorporated and existing under the laws of the State of
     New York, United States of America, as Depositary and any successor as
     depositary hereunder (hereinafter referred to as the "Depositary"), and all
     Registered Holders and Beneficial Owners from time to time of American
     Depositary Receipts (as hereinafter defined) issued hereunder.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, the Company and JP Morgan Chase Bank (as successor to Morgan
     Guaranty Trust Company of New York) (the "Predecessor Depositary") are
     party to a Deposit Agreement dated as of February 24, 1997 (the "Original
     Agreement") for the purposes set forth therein;

     WHEREAS, by written notice addressed to the Predecessor Depositary, the
     Company, pursuant to Section 13 of the Original Agreement, has removed the
     Predecessor Depositary under the Original Agreement;

     WHEREAS, the Company and the Predecessor Depositary have agreed that the
     Predecessor Depositary will be removed as depositary under the Original
     Agreement with effect from the date hereof;

     WHEREAS, the Company has appointed Deutsche Bank Trust Company Americas as
     Depositary in accordance with and subject to the conditions of the Original
     Agreement, as amended and restated by this Agreement;

     WHEREAS, the Company and the Depositary have agreed that the Predecessor
     Depositary shall deliver to the Depositary the information, records,
     property and cash referred to in Section 13 of the Original Agreement; and

     WHEREAS, Deutsche Bank Trust Company Americas has accepted its appointment
     as Depositary in accordance with and subject to the conditions of the
     Original Agreement, as amended and restated by this Agreement;

     NOW, THEREFORE, in consideration of the premises, the Company and the
     Depositary hereby amend and restate the Original Agreement and the form of
     Receipt as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     The following definitions shall for all purposes, unless otherwise clearly
     indicated, apply to the respective terms used in this Agreement.

     "ADR" or "Receipt" means an American depositary receipt evidencing ADSs.

     "ADS" means an American depositary share representing beneficial interests
     in the Deposited Securities. Each ADS represents the right to receive one
     Ordinary Share.

     "Affiliate" shall have the meaning assigned to such term by the Commission
     under Regulation C promulgated under the Securities Act.
<PAGE>

     "Articles of Association" means the Memorandum and Articles of Association
     of the Company, as the same may be amended or in force from time to time.

     "Beneficial Owner" means a person with a beneficial interest in ADSs;
     provided that a Beneficial Owner need not be the Holder of the ADR
     evidencing such ADSs and that a Beneficial Owner may exercise any rights or
     receive any benefits hereunder solely through the Holder of the ADR(s)
     evidencing the ADSs in which such Beneficial Owner has an interest.

     "Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
     Friday which is not (a) a day on which banking institutions in the Borough
     of Manhattan, The City of New York are authorized or obligated by law or
     executive order to close and (b) a day on which the market(s) in which ADRs
     are traded are closed.

     "Clearing Agent" means any registrar, transfer agent, clearing agent or
     other entity recording ownership of Shares or transactions in them at the
     relevant time.

     "Commission" shall mean the Securities and Exchange Commission of the
     United States or any successor governmental agency in the United States.

     "Custodian" means the agent or agents of the Depositary named as Custodian
     in the Form of ADR and any additional or successor Custodian which may be
     appointed pursuant to Section 7.

     "Delivery Order" has the meaning set forth in Section 3.1.

     "Depositary's Office" means at any particular time the office of the
     Depositary in The City of New York at which its depositary receipt business
     is then administered. At the date of this Agreement the Depositary's Office
     is located at 60 Wall Street, New York, NY 10005, United States.

     "Deposited Securities" at any particular time means all Shares then
     deposited or deemed to be deposited under this Agreement and any and all
     additional securities and cash received by the Depositary or the Custodian
     in respect or in lieu thereof and at such time held hereunder.

     "Dollars" and "$" shall refer to the lawful currency of the United States.

     "DRS/Profile" means the system for the uncertificated registration of
     ownership of securities pursuant to which ownership of ADSs is maintained
     on the books of the Depositary without the issuance of a physical
     certificate and transfer instructions may be given to allow for the
     automated transfer of ownership between the books of DTC and the
     Depositary. Ownership of ADSs held in DRS/Profile are evidenced by periodic
     statements issued by the Depositary to the Holders entitled thereto.

     "Foreign Currency" shall refer to all lawful currency other than Dollars.

     "Foreign Registrar" shall mean any Clearing Agent and any other appointed
     agent of the Company for the transfer and registration of Shares.

     "Form of ADR" has the meaning set out in Section 2.2.

     "Holder" means the person or persons in whose name an ADR is registered on
     the Register and if a Holder is not the Beneficial Owner of the ADS(s)
     evidenced by the Receipt registered in its name, such person shall be
     deemed to have all requisite authority to act on behalf of the relevant
     Beneficial Owners.

     "Pre-Release" has the meaning set forth in Section 3.1.

                                      -2-
<PAGE>

     "Pre-Release Transaction" has the meaning set forth in Section 4.3

     "Pre-Released ADR" has the meaning set forth in Section 3.1.

     "Register" means a register kept at the Depositary's office for the
     registration, registration of transfer, combination and split-up of ADRs.

     "Restricted Securities" shall mean Shares, or ADSs representing such
     Shares, which (i) have been acquired directly or indirectly from the
     Company or any of its Affiliates in a transaction or chain of transactions
     not involving any public offering and subject to resale limitations under
     the Securities Act or the rules issued thereunder, or (ii) are held by an
     officer or director (or persons performing similar functions) or other
     Affiliate of the Company, or (iii) are subject to other restrictions on
     sale or deposit under the laws of the United States, Ireland, or under a
     shareholders' agreement or the Company's Articles of Association or under
     the regulations of an applicable securities exchange unless, in each case,
     such Shares are being sold to persons other than an Affiliate of the
     Company in a transaction (x) covered by an effective resale registration
     statement or (y) exempt from the registration requirements of the
     Securities Act (as hereinafter defined), and the Shares are not, when held
     by such person, Restricted Securities.

     "Securities Act" means the U.S. Securities Act of 1933, as amended.

     "Securities Exchange Act" means the U.S. Securities Exchange Act of 1934,
     as amended.

     "Shares" means the ordinary shares, par value EUR0.0025 each, of the
     Company, having the same rights, including with respect to distributions,
     as all other outstanding ordinary shares of the Company, and, subject to
     Pre-Release, shall include the rights to receive Shares.

1.2  Interpretation

     Unless the context of this Agreement otherwise clearly requires, references
     to the plural include the singular and the plural and "or" has the
     inclusive meaning represented by the phrase "and/or." The words "include,"
     "includes," and "including" shall be deemed to be followed by the phrase
     "without limitation." The words "hereof," herein," "hereunder" and similar
     terms in this Agreement refer to this Agreement as a whole and not to any
     particular provision of this Agreement. References to Sections or Exhibits
     are references to Sections in or Exhibits to this Agreement unless
     otherwise provided.

2.   FORM OF ADR:  INCORPORATION BY REFERENCE

2.1  Appointment of Depositary

     The Company hereby appoints the Depositary as depositary for the Deposited
     Securities and hereby authorizes and directs the Depositary to act in
     accordance with the terms set forth in this Agreement. Each Holder and each
     Beneficial Owner, upon acceptance of any ADSs (or any interest therein)
     issued in accordance with the terms of this Agreement, shall be deemed for
     all purposes to (a) be a party to and bound by the terms of this Agreement
     and (b) appoint the Depositary its attorney-in-fact, with full power to
     delegate, to act on its behalf and to take any and all actions contemplated
     in this Agreement, to adopt any and all procedures necessary to comply with
     applicable law and to take such action as the Depositary in its sole
     discretion may deem necessary or appropriate to carry out the purposes of
     this Agreement (the taking of such actions to be the conclusive determinant
     of the necessity and appropriateness thereof).

                                      -3-
<PAGE>

2.2  Form of ADR

     ADRs shall be substantially in the form of Exhibit A (the "Form of ADR"),
     with such changes as may be required by the Depositary or the Company to
     comply with their obligations hereunder, any applicable law, regulation or
     usage or to indicate any special limitations or restrictions to which any
     particular ADRs are subject. ADRs shall be engraved or printed or otherwise
     reproduced in accordance with the Depositary's customary practices or as
     may be required by any securities exchange on which the ADSs are listed or
     admitted for trading. ADRs shall be executed by the manual or facsimile
     signature of a duly authorised signatory of the Depositary, which signature
     shall bind the Depositary, notwithstanding that such signatory has ceased
     to hold such authority prior to the delivery of such ADRs.

2.3  Transferability

     Subject to the limitations contained herein and in the Form of ADR, title
     to an ADR (and to the ADSs evidenced thereby), when properly endorsed (in
     the case of certificated ADRs) or upon delivery to the Depositary of proper
     instruments of transfer, shall be transferable by delivery with the same
     effect as in the case of a negotiable instrument under the laws of the
     State of New York; provided, however, that the Depositary, notwithstanding
     any notice to the contrary, may treat the Holder thereof as the absolute
     owner thereof for the purpose of determining the person entitled to
     distribution of dividends or other distributions or to any notice provided
     for in this Agreement and for all other purposes and neither the Depositary
     nor the Company will have any obligation or be subject to any liability
     under this Agreement to any holder of a Receipt, unless such holder is the
     Holder thereof.

3.   DEPOSIT OF SHARES

3.1  Deposit with Custodian

     Subject to the terms and conditions of this Agreement, the Depositary shall
     issue ADRs for delivery at the Depositary's Office against delivery or
     transfer to the Custodian of: (a) Shares by credit to the account of the
     Custodian with a Clearing Agent or as the Custodian may otherwise specify;
     or (b) subject to the provisions of Section 4.3 below, rights to receive
     Shares. ADRs issued upon the deposit of rights to receive Shares in
     accordance with clause (b) of this Section 3.1 are hereinafter referred to
     as "Pre-Released ADRs", and each such issuance as a "Pre-Release", until
     such time as Shares are deposited with the Custodian in accordance with
     clause (a) of this Section 3.1. In connection with any such deposit, the
     Depositary or the Custodian may require a written order from the person
     making such deposit specifying the person or persons in whose name the ADRs
     are to be issued (a "Delivery Order"). Every deposit of Shares shall be
     accompanied by the following: (A) (i) in the case of Shares issued in
     certificated form, such Shares or the certificates representing such Shares
     and an executed instrument of transfer thereof in favour of such person as
     the Custodian may direct and (ii) in the case of Shares delivered by
     book-entry transfer, confirmation of such book-entry transfer to the
     Custodian or that irrevocable instructions have been given to cause such
     Shares to be so transferred, (B) such certifications and payments
     (including, without limitation, any applicable taxes and governmental
     charges and the Depositary's fees, and related charges in accordance with
     Exhibit B) and evidence of such payments (including, without limitation,
     stamping or otherwise marking such Shares by way of receipt) as may be
     required by the Depositary, Custodian or any Clearing Agent, as the case
     may be, in accordance with the provisions of this Agreement, (C) if the
     Depositary so requires, a written order directing the Depositary to execute
     and deliver to, or upon the written order of, the person or persons stated
     in such order an ADR or ADRs for the number of ADSs representing the Shares
     so deposited, (D) evidence satisfactory to the Depositary (which may
     include an opinion of counsel reasonably satisfactory to the Depositary
     provided at the cost of the person seeking to deposit Shares) that all
     conditions to such deposit have been met and all necessary approvals have
     been granted by, and

                                      -4-
<PAGE>

     there has been compliance with the rules and regulations of, any applicable
     governmental agency in Ireland, and (E) if the Depositary so requires, (i)
     an agreement, assignment or instrument satisfactory to the Depositary or
     the Custodian which provides for the prompt transfer by any person in whose
     name the Shares are or have been recorded to the Custodian of any
     distribution, or right to subscribe for additional Shares or to receive
     other property in respect of any such deposited Shares or, in lieu thereof,
     such indemnity or other agreement as shall be satisfactory to the
     Depositary or the Custodian and (ii) if the Shares are registered in the
     name of the person on whose behalf they are presented for deposit, a proxy
     or proxies entitling the Custodian to exercise voting rights in respect of
     the Shares for any and all purposes until the Shares so deposited are
     registered in the name of the Depositary, the Custodian or any nominee. No
     Share shall be accepted for deposit unless accompanied by confirmation or
     such additional evidence, if any is required by the Depositary, that is
     reasonably satisfactory to the Depositary or the Custodian that all
     conditions to such deposit have been satisfied by the person depositing
     such Shares under the laws and regulations of Ireland and any necessary
     approval has been granted by any governmental body in Ireland, if any,
     which is then performing the function of the regulator of currency
     exchange. Subject to Section 4.3, the Depositary may issue Receipts against
     evidence of rights to receive Shares from the Company, any Clearing Agent,
     the Foreign Registrar, any agent of the Company or any custodian,
     registrar, transfer agent, clearing agency or other entity involved in
     ownership or transaction records in respect of the Shares. Without
     limitation of the foregoing, the Depositary shall not knowingly accept for
     deposit under this Agreement any Shares required to be registered under the
     provisions of the Securities Act of 1933, unless a registration statement
     is in effect as to such Shares. The Depositary will use commercially
     reasonable efforts to comply with reasonable written instructions of the
     Company that the Depositary shall not accept for deposit hereunder any
     Shares specifically identified in such instructions at such times and under
     such circumstances as may reasonably be specified in such instructions in
     order to facilitate the Company's compliance with the securities laws in
     the United States or its contractual obligations.

     As soon as practicable after receipt of any permitted deposit hereunder and
     compliance with the provisions of this Agreement, the Custodian shall
     present the Shares so deposited, together with the appropriate instrument
     or instruments of transfer or endorsement, duly stamped, to the Foreign
     Registrar for transfer and registration of the Shares (as soon as transfer
     and registration can be accomplished and at the expense of the person for
     whom the deposit is made) in the name of the Depositary, the Custodian or a
     nominee of either. Deposited Securities shall be held by the Depositary or
     by a Custodian for the account and to the order of the Depositary or a
     nominee, in each case for the account of the Holders and Beneficial Owners,
     at such place or places as the Depositary or the Custodian shall determine.

     In the event any Shares are deposited which entitle the holders thereof to
     receive a per-share distribution or other entitlement in an amount
     different from the Shares then on deposit, the Depositary is authorized to
     take any and all actions as may be necessary (including, without
     limitation, making the necessary notations on ADRs) to give effect to the
     issuance of such ADSs and to ensure that such ADSs are not fungible with
     other ADSs issued hereunder until such time as the entitlement of the
     Shares represented by such non-fungible ADSs equals that of the Shares
     represented by ADSs prior to the original such deposit. The Company agrees
     to give timely written notice to the Depositary if any Shares issued or to
     be issued contain rights different from those of any other Shares
     theretofore issued and shall assist the Depositary with the establishment
     of procedures enabling the identification of such non-fungible Shares upon
     delivery to the Custodian.

3.2  Representations

     Every person depositing Shares hereunder is deemed to represent and warrant
     that such Shares are (i) duly authorized, validly issued and outstanding,
     fully paid, nonassessable and were legally obtained, (ii) were not acquired
     in violation of any pre-emptive rights, (iii) that the

                                      -5-
<PAGE>

     person making such deposit is duly authorised to do so, (iv) free and clear
     of any lien, encumbrance, security interest, charge, mortgage or adverse
     claim, (v) have not been stripped of any rights or entitlements, and (vi)
     that such Shares (a) are not "restricted securities" as such term is
     defined in Rule 144 under the Securities Act and may be offered or sold in
     the United States in transactions that are exempt from registration under
     the Securities Act or (b) have been registered under the Securities Act.
     Such representations and warranties shall survive the deposit of Shares and
     issuance of ADRs.

3.3  Holding of Deposited Securities

     Deposited Securities shall be held by the Custodian for and to the order of
     the Depositary on behalf of the Holders and the Beneficial Owners. Shares
     and other Deposited Securities eligible for deposit with a Clearing Agent
     shall be held by the Custodian at its account at the Clearing Agent or
     Agents selected by it. Deposited Securities may be delivered by the
     Depositary or the Custodian to any person only under the circumstances
     expressly contemplated in this Agreement.

3.4  No Treatment as a Legal Owner

     Notwithstanding anything herein to the contrary, the Company will not be
     required and will not, for any purposes, treat the Beneficial Owners, in
     their capacity as such, as the legal owners of the Deposited Securities.

4.   ISSUE OF ADRs

4.1  Issuance

     After any deposit of Shares or rights to receive Shares in accordance with
     Section 3.1, together with any other documents required by the Depositary
     in accordance with this Agreement, the Custodian shall as promptly as
     practicable notify the Depositary of such deposit and of the information
     contained in any Delivery Order. Such notice shall be given in writing,
     either by letter, airmail, postage prepaid, or, at the request, risk and
     expense of the person making the deposit, by telex or facsimile or
     electronic transmission. After receiving such notice from the Custodian,
     the Depositary, subject to this Agreement, shall as promptly as practicable
     execute and deliver at the Depositary's Office, to or upon the order of the
     person named in such notice, ADRs registered as requested and evidencing
     the aggregate number of ADSs to which such person is entitled. ADRs shall
     be issued only in denominations of any whole numbers of ADSs. At the
     request, risk and expense of the person depositing Shares or rights to
     receive shares, the Depositary may deliver ADRs at a place other than the
     Depositary's Office. ADRs may be issued by the Depositary only under the
     circumstances expressly contemplated in this Agreement. Nothing herein
     shall prohibit any Pre-Release upon the terms set forth in this Agreement.

4.2  Issuance of Additional Shares

     The Company agrees that in the event it or any of its Affiliates proposes
     (i) an issuance, sale or distribution of additional Shares, (ii) an
     offering of rights to subscribe for Shares or other Deposited Securities,
     (iii) an issuance of securities convertible into or exchangeable for
     Shares, (iv) an issuance of rights to subscribe for securities convertible
     into or exchangeable for Shares, (v) an elective dividend of cash or
     Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of
     holders of Deposited Securities, or solicitation of consents or proxies,
     relating to any reclassification of securities, merger or consolidation or
     transfer of assets or (viii) any reclassification, recapitalization,
     reorganization, merger, consolidation or sale of assets which affects the
     Deposited Securities, it will obtain U.S. legal advice and take all steps
     necessary to ensure that the application of the proposed transaction to
     Holders and Beneficial Owners does

                                      -6-
<PAGE>

     not violate the registration provisions of the Securities Act, or any other
     applicable laws (including, without limitation, the U.S. Investment Company
     Act of 1940, as amended, the Exchange Act or the securities laws of any of
     the states of the United States). In support of the foregoing, the Company
     will furnish to the Depositary, at the Depositary's written request and the
     Company's expense, (a) a written opinion of U.S. counsel or counsel in any
     other applicable jurisdiction (reasonably satisfactory to the Depositary)
     stating whether or not application of such transaction to Holders and
     Beneficial Owners (1) requires a registration statement under the
     Securities Act to be in effect or (2) is exempt from the registration
     requirements of the Securities Act and (b) an opinion of Irish counsel
     (reasonably satisfactory to the Depositary) stating that (1) making the
     transaction available to Holders and Beneficial Owners does not violate the
     laws or regulations of Ireland and (2) all requisite regulatory consents
     and approvals have been obtained in Ireland. If the filing of a
     registration statement is required, the Depositary shall not have any
     obligation to proceed with the transaction unless it shall have received
     evidence reasonably satisfactory to it that such registration statement has
     been declared effective and that such distribution is in accordance with
     all applicable laws or regulations. If, being advised by counsel, the
     Company determines that a transaction is required to be registered under
     the Securities Act, the Company will either (i) register such transaction
     to the extent necessary, (ii) alter the terms of the transaction to avoid
     the registration requirements of the Securities Act or (iii) direct the
     Depositary to take specific measures, in each case as contemplated in this
     Agreement, to prevent such transaction from violating the registration
     requirements of the Securities Act.

     The Company agrees with the Depositary that neither the Company nor any of
     its Affiliates will at any time (i) deposit any Shares or other Deposited
     Securities, either upon original issuance or upon a sale of Shares or other
     Deposited Securities previously issued and reacquired by the Company or by
     any such Affiliate, or (ii) issue additional Shares, rights to subscribe
     for such Shares, securities convertible into or exchangeable for Shares or
     rights to subscribe for such securities, unless such transaction and the
     securities issuable in such transaction are exempt from registration under
     the Securities Act or have been registered under the Securities Act (and
     such registration statement has been declared effective).

     Notwithstanding anything else contained in this Agreement, nothing in this
     Agreement shall be deemed to obligate the Company to file any registration
     statement in respect of any proposed transaction.

4.3  Pre-Release

     Subject to the further terms and provisions of this Section, the
     Depositary, its affiliates and their agents, on their own behalf, may own
     and deal in any class of securities of the Company and its Affiliates and
     in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs
     represented by Pre-Released ADRs (each such transaction a "Pre-Release
     Transaction") as provided below and (ii) deliver Shares upon the receipt
     and cancellation of ADSs that were issued in a Pre-Release Transaction, but
     for which Shares may not yet have been received. The Depositary may receive
     ADSs in lieu of Shares under (i) above and receive shares in lieu of ADSs
     under (ii) above. Each such Pre-Release Transaction will be (a) subject to
     a written agreement whereby the person or entity (the "Applicant") to whom
     ADSs or Shares are to be delivered (1) represents that at the time of the
     Pre-Release Transaction the Applicant or its customer owns the Shares or
     ADSs that are to be delivered by the Applicant under such Pre-Release
     Transaction, (2) agrees to indicate the Depositary as owner of such Shares
     or ADSs in its records and to hold such Shares or ADSs in trust for the
     Depositary until such Shares or ADSs are delivered to the Depositary or the
     Custodian, (3) unconditionally guarantees to deliver to the Depositary or
     the Custodian, as applicable, such Shares or ADSs, and (4) agrees to any
     additional restrictions or requirements that the Depositary deems
     appropriate, (b) at all times fully collateralized with cash, United States
     government securities or such other collateral as the Depositary deems
     appropriate, (c) terminable by the Depositary on not more

                                      -7-
<PAGE>

     than five business days' notice and (d) subject to such further indemnities
     and credit regulations as the Depositary deems appropriate. The Depositary
     will normally limit the number of ADSs and Shares involved in such
     Pre-Release Transactions at any one time to 30% of the ADSs outstanding
     (without giving effect to ADSs outstanding under (i) above), provided,
     however, that the Depositary reserves the right to disregard such limit
     from time to time as it deems reasonably appropriate and may, with the
     prior consent of the Company, change such limit for purposes of general
     application; provided, however, that such consent of the Company shall not
     be required in circumstances where the number of ADSs and Shares involved
     in Pre-Release Transactions exceeds 30% of the ADSs outstanding due to a
     decrease in the aggregate number of ADSs outstanding. The Depositary may
     also set limits with respect to the number of ADSs and Shares involved in
     Pre-Release Transactions with any one person on a case by case basis as it
     deems appropriate.

     The Depositary may retain for its own account any compensation received by
     it in conjunction with the foregoing. Collateral provided pursuant to (b)
     above, but not the earnings thereon, shall be held for the benefit of the
     Holders (other than the Applicant).

5.   TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION OF ADRS;
     CANCELLATION AND DESTRUCTION OF ADRS; MAINTENANCE OF RECORDS

5.1  Transfer, Combination and Split-up of ADRs

     Subject to the terms and conditions of this Agreement, the Depositary
     shall, upon surrender of an ADR or ADRs in form satisfactory to the
     Depositary at the Depositary's Office (a) for the purpose of transfer, if
     such ADRs are accompanied by such instruments of transfer as the Depositary
     may require and are stamped as may be required by law, register the
     transfer of such ADRs on the Register and execute and deliver new ADRs to
     or upon the order of the person entitled thereto; and (b) for the purpose
     of effecting a split-up or combination, execute and deliver a new ADR or
     ADRs in such denominations as may be requested, evidencing the same
     aggregate number of ADRs as the ADRs surrendered.

5.2  Substitution of ADRs

     The Depositary shall execute and deliver a new ADR of like tenor in
     exchange and substitution for any mutilated ADR upon cancellation thereof
     or in substitution for a destroyed, lost or stolen ADR, upon payment of
     applicable fees, costs and expenses, unless the Depositary has notice that
     such ADR has been acquired by a bona fide purchaser, upon the Holder
     thereof filing with the Depositary a request for such execution and
     delivery and a sufficient indemnity bond (for the benefit of the Depositary
     and the Company) and satisfying any other reasonable requirements imposed
     by the Depositary.

     At the request of a Holder, the Depositary shall, for the purpose of
     substituting a certificated Receipt with a Receipt issued through
     DRS/Profile, or vice versa, execute and deliver a certificated Receipt or
     DRS/Profile statement, as the case may be, for any authorized number of
     ADSs requested, evidencing the same aggregate number of ADSs as those
     evidenced by the certificated Receipt or DRS/Profile statement, as the case
     may be, substituted.

5.3  Cancellation and Destruction of ADRs

     The Depositary shall cancel all ADRs surrendered to it. The Depositary is
     authorised to destroy ADRs so cancelled in accordance with customary
     practices of stock transfer agents in The City of New York. Cancelled ADRs
     shall not be entitled to any benefits under this Agreement or be valid or
     obligatory for any purpose.

                                      -8-
<PAGE>

5.4  Maintenance of Records

     The Depositary shall maintain records of all ADRs surrendered and Deposited
     Securities withdrawn under Section 5.5, transfer of ADRs, substitute ADRs
     delivered, and cancelled or destroyed ADRs under this Section 5, in keeping
     with the procedures ordinarily followed by stock transfer agents located in
     The City of New York or as required by applicable law or regulation.

5.5  Surrender of Receipts and Withdrawal of Deposited Securities

     Upon surrender, at the Principal Office of the Depositary, of ADSs for the
     purpose of withdrawal of the Deposited Securities represented thereby, and
     upon payment of (i) the fees and charges of the Depositary for the making
     of withdrawals of Deposited Securities and cancellation of ADRs (as set
     forth in Exhibit B) and (ii) all applicable taxes and governmental charges
     payable in connection with such surrender and withdrawal, including any
     applicable Irish stamp duty, and subject to the terms and conditions of
     this Agreement, the Company's Articles of Association, and any other
     provisions of or governing the Deposited Securities and other applicable
     laws, the Holder of such ADSs shall be entitled to Delivery, to him or upon
     his order, of the Deposited Securities at the time represented by the ADSs
     so surrendered. ADSs may be surrendered for the purpose of withdrawing
     Deposited Securities by delivery of an ADR evidencing such ADSs (if held in
     certificated form) or by book-entry delivery of such ADSs to the
     Depositary.

     A Receipt surrendered for such purposes shall, if so required by the
     Depositary, be properly endorsed in blank or accompanied by proper
     instruments of transfer in blank, and if the Depositary so requires, the
     Holder thereof shall execute and deliver to the Depositary a written order
     directing the Depositary to cause the Deposited Securities being withdrawn
     to be delivered to or upon the written order of a person or persons
     designated in such order. Thereupon, the Depositary shall direct the
     Custodian to deliver (without unreasonable delay) at the designated office
     of the Custodian or through a book entry delivery of the Shares (in either
     case, subject to Section 5.6, Exhibit B and to the other terms and
     conditions of this Agreement, to the Company's Articles of Association, to
     the provisions of or governing the Deposited Securities and to applicable
     laws, now or hereafter in effect) to or upon the written order of the
     person or persons designated in the order delivered to the Depositary as
     provided above, the Deposited Securities represented by such ADSs, together
     with any certificate or other proper documents of or relating to title of
     the Deposited Securities as may be legally required, as the case may be, to
     or for the account of such person.

     The Depositary may, in its discretion, refuse to accept for surrender a
     number of ADSs representing a number other than a whole number of Shares.
     In the case of surrender of an ADR evidencing a number of ADSs representing
     other than a whole number of Shares, the Depositary shall cause ownership
     of the appropriate whole number of Shares to be delivered in accordance
     with the terms hereof, and shall, at the discretion of the Depositary,
     either (i) issue and deliver to the person surrendering such Receipt a new
     Receipt evidencing ADSs representing any remaining fractional Share, or
     (ii) sell or cause to be sold the fractional Shares represented by the
     Receipt surrendered and remit the proceeds of such sale (net of (a)
     applicable fees and charges of, and expenses incurred by, the Depositary
     and (b) taxes withheld) to the person surrendering the Receipt.

     At the request, risk and expense of any Holder so surrendering an ADR, and
     for the account of such Holder, the Depositary shall direct the Custodian
     to forward (to the extent permitted by law) any cash or other property
     (other than securities) held in respect of, and any certificate or
     certificates and other proper documents of or relating to title to, the
     Deposited Securities represented by such ADR to the Depositary for delivery
     at the Principal Office of the Depositary, and for further delivery to such
     Holder. Such direction shall be given by letter or,

                                      -9-
<PAGE>

     at the request, risk and expense of such Holder, by cable, telex or
     facsimile transmission. Upon receipt by the Depositary, the Depositary may
     make delivery to such person or persons entitled thereto at the Principal
     Office of the Depositary of any dividends or cash distributions with
     respect to the Deposited Securities represented by such ADSs, or of any
     proceeds of sale of any dividends, distributions or rights, which may at
     the time be held by the Depositary.

5.6  Limitations on Execution and Delivery, Transfer, Etc. of Receipts;
     Suspension of Delivery, Transfer, Etc.

     As a condition precedent to the execution and delivery, registration,
     registration of transfer, split-up, combination or surrender of any ADR,
     the delivery of any distribution thereon or withdrawal of any Deposited
     Securities, the Depositary or the Custodian may require (i) payment from
     the depositor of Shares or presenter of the ADR of a sum sufficient to
     reimburse it for any tax or other governmental charge, including any
     applicable Irish stamp duty, and any stock transfer or registration fee
     with respect thereto (including any such tax or charge and fee with respect
     to Shares being deposited or withdrawn) and payment of any applicable fees
     and charges of the Depositary as provided in Exhibit B, (ii) the production
     of proof satisfactory to it as to the identity and genuineness of any
     signature or any other matter contemplated by Section 14.5 and (iii)
     compliance with (A) any laws or governmental regulations relating to the
     execution and delivery of ADRs or ADSs or to the withdrawal or delivery of
     Deposited Securities and (B) such reasonable regulations as the Depositary
     may establish consistent with the provisions of this Agreement and
     applicable law.

     The issuance of ADSs against deposits of Shares generally or against
     deposits of particular Shares may be suspended, or the issuance of ADSs
     against the deposit of particular Shares may be withheld, or the
     registration of transfer of ADRs in particular instances may be refused, or
     the registration of transfers of ADRs generally may be suspended, during
     any period when the transfer books of the Depositary are closed or if any
     such action is deemed necessary or advisable by the Depositary or the
     Company, in good faith, at any time or from time to time because of any
     requirement of law, any government or governmental body or commission or
     any securities exchange on which the Receipts or Shares are listed, or
     under any provision of this Agreement or provisions of, or governing, the
     Deposited Securities, or any meeting of shareholders of the Company or for
     any other reason, subject, in all cases, to Section 16.

6.   DISTRIBUTIONS:  CONVERSION OF FOREIGN CURRENCY WITHHOLDING

6.1  Cash Distributions

     Whenever the Depositary receives confirmation from the Custodian of receipt
     of any cash dividend or other cash distribution on any Deposited
     Securities, or receives proceeds from the sale of any Shares, rights,
     securities or other entitlements under the terms hereof, the Depositary
     will, if at the time of receipt thereof any amounts received in a Foreign
     Currency can in the judgment of the Depositary (pursuant to Section 6.8) be
     converted on a practicable basis into Dollars transferable to the United
     States, promptly convert or cause to be converted such cash dividend,
     distribution or proceeds into Dollars (on the terms described in Section
     6.8) and will distribute promptly the amount thus received (net of (a) the
     applicable fees and charges of, and expenses incurred by, the Depositary
     and (b) taxes withheld) to the Holders of record as of the ADS Record Date
     in proportion to the number of ADSs held by such Holders respectively as of
     the ADS Record Date. The Depositary shall distribute only such amount,
     however, as can be distributed without attributing to any Holder a fraction
     of one cent. Any such fractional amounts shall be rounded to the nearest
     whole cent and so distributed to Holders entitled thereto. Holders and
     Beneficial Owners understand that in converting Foreign Currency, amounts
     received on conversion are calculated at a rate which exceeds three or four
     decimal places (the number of decimal places used by the Depositary to
     report distribution rates). Any excess amount may be retained by the
     Depositary as an additional cost of

                                      -10-
<PAGE>

     conversion, irrespective of any other fees and expenses payable or owing
     hereunder and shall not be subject to escheatment. If the Company, the
     Custodian or the Depositary is required to withhold and does withhold from
     any cash dividend or other cash distribution in respect of any Deposited
     Securities an amount on account of taxes, duties or other governmental
     charges, the amount distributed to Holders on the ADSs representing such
     Deposited Securities shall be reduced accordingly. Such withheld amounts
     shall be forwarded by the Company, the Custodian or the Depositary to the
     relevant governmental authority. Evidence of payment thereof by the Company
     shall be forwarded by the Company to the Depositary upon request. The
     Depositary will forward to the Company or its agent such information from
     its records as the Company may reasonably request to enable the Company or
     its agent to file necessary reports with governmental agencies, such
     reports necessary to obtain benefits under the applicable tax treaties for
     the Holders and Beneficial Owners of Receipts.

6.2  Distribution in Shares

     If any distribution upon any Deposited Securities consists of a dividend
     in, or free distribution of, Shares, the Company shall cause such Shares to
     be deposited with the Custodian and registered, as the case may be, in the
     name of the Depositary, the Custodian or any of their nominees. Upon
     receipt of confirmation of such deposit from the Custodian, the Depositary
     shall establish the ADS Record Date upon the terms described in Section 6.6
     and shall, subject to Exhibit B hereof, either (i) distribute to the
     Holders as of the ADS Record Date in proportion to the number of ADRs held
     as of the ADS Record Date, additional ADRs evidencing ADSs, which represent
     in the aggregate the number of Shares received as such dividend, or free
     distribution, subject to the other terms of this Agreement (including,
     without limitation, (a) the applicable fees and charges of, and expenses
     incurred by, the Depositary and (b) taxes), or (ii) if additional ADRs are
     not so distributed, each ADR issued and outstanding after the ADS Record
     Date shall, to the extent permissible by law, thenceforth also represent
     rights and interests in the additional Shares distributed upon the
     Deposited Securities represented thereby (net of (a) the applicable fees
     and charges of, and expenses incurred by, the Depositary and (b) taxes). In
     lieu of delivering fractional ADSs, the Depositary shall sell the number of
     Shares represented by the aggregate of such fractions and distribute the
     proceeds upon the terms described in Section 6.1. The Depositary may
     withhold any such distribution of Receipts if it has not received
     satisfactory assurances from the Company (including, at the written request
     of the Depositary, an opinion of counsel to the Company furnished at the
     Company's expense) that such distribution does not require registration
     under the Securities Act or is exempt from registration under the
     provisions of the Securities Act. To the extent such distribution may be
     withheld, the Depositary may dispose of all or a portion of such
     distribution in such amounts and in such manner, including by public or
     private sale, as the Depositary deems necessary and practicable, and the
     Depositary shall distribute the net proceeds of any such sale (after
     deduction of applicable (a) taxes and (b) fees and charges of, and expenses
     incurred by, the Depositary) to Holders entitled thereto upon the terms
     described in Section 6.1.

6.3  Elective Distributions in Cash or Shares

     Whenever the Company intends to distribute a dividend payable at the
     election of the holders of Shares in cash or in additional Shares, the
     Company shall give notice thereof to the Depositary at least 30 days prior
     to the proposed distribution stating whether or not it wishes such elective
     distribution to be made available to Holders. Upon receipt of notice
     indicating that the Company wishes such elective distribution to be made
     available to Holders, the Depositary shall consult with the Company to
     determine, and the Company shall assist the Depositary in its
     determination, whether it is lawful and reasonably practicable to make such
     elective distribution available to the Holders. The Depositary shall make
     such elective distribution available to Holders only if (i) the Company
     shall have timely requested that the elective distribution is available to
     Holders, (ii) the Depositary shall have determined that such distribution
     is reasonably practicable and (iii) the Depositary shall have received
     satisfactory

                                      -11-
<PAGE>

     documentation within the terms of Section 4.2. If the above conditions are
     not satisfied, the Depositary shall, to the extent permitted by law,
     distribute to the Holders, on the basis of the same determination as is
     made in the local market in respect of the Shares for which no election is
     made, either (x) cash upon the terms described in Section 6.1 or (y)
     additional ADSs representing such additional Shares upon the terms
     described in Section 6.2. If the above conditions are satisfied, the
     Depositary shall establish an ADS Record Date (on the terms described in
     Section 6.6) and establish procedures to enable Holders to elect the
     receipt of the proposed dividend in cash or in additional ADSs. The Company
     shall assist the Depositary in establishing such procedures to the extent
     necessary. Subject to Exhibit B hereof, if a Holder elects to receive the
     proposed dividend (x) in cash, the dividend shall be distributed upon the
     terms described in Section 6.1, or (y) in ADSs, the dividend shall be
     distributed upon the terms described in Section 6.2. Nothing herein shall
     obligate the Depositary to make available to Holders a method to receive
     the elective dividend in Shares (rather than ADSs). There can be no
     assurance that Holders generally, or any Holder in particular, will be
     given the opportunity to receive elective distributions on the same terms
     and conditions as the holders of Shares.

6.4  Distribution of Rights to Purchase Shares

     (a)  Distribution to ADS Holders. Whenever the Company intends to
          distribute to the holders of the Deposited Securities rights to
          subscribe for additional Shares, the Company shall give notice thereof
          to the Depositary at least 60 days prior to the proposed distribution
          stating whether or not it wishes such rights to be made available to
          Holders. Upon receipt of a notice indicating that the Company wishes
          such rights to be made available to Holders, the Depositary shall
          consult with the Company to determine, and the Company shall
          determine, whether it is lawful and reasonably practicable to make
          such rights available to the Holders. The Depositary shall make such
          rights available to Holders only if (i) the Company shall have timely
          requested that such rights be made available to Holders, (ii) the
          Depositary shall have received satisfactory documentation within the
          terms of Section 4.2, and (iii) the Depositary shall have determined
          that such distribution of rights is lawful and reasonably practicable.
          In the event any of the conditions set forth above are not satisfied,
          the Depositary shall proceed with the sale of the rights as
          contemplated in Section 6.4(b) below or, if timing or market
          conditions may not permit, do nothing thereby allowing such rights to
          lapse. In the event all conditions set forth above are satisfied, the
          Depositary shall establish an ADS Record Date (upon the terms
          described in Section 6.6) and establish procedures (x) to distribute
          such rights (by means of warrants or otherwise) and (y) to enable the
          Holders to exercise the rights (upon payment of applicable (a) fees
          and charges of, and expenses incurred by, the Depositary and (b) taxes
          and other governmental charges). Nothing herein shall obligate the
          Depositary to make available to the Holders a method to exercise such
          rights to subscribe for Shares (rather than ADSs).

     (b)  Sale of Rights. If (i) the Company does not timely request the
          Depositary to make the rights available to Holders or requests that
          the rights not be made available to Holders, (ii) the Depositary fails
          to receive satisfactory documentation within the terms of Section 4.2
          or determines it is not lawful or reasonably practicable to make the
          rights available to Holders, or (iii) any rights made available are
          not exercised and appear to be about to lapse, the Depositary shall
          determine whether it is lawful and reasonably practicable to sell such
          rights, in a riskless principal capacity or otherwise, at such place
          and upon such terms (including public or private sale) as it may deem
          proper. The Company shall assist the Depositary to the extent
          necessary to determine such legality and practicability. The
          Depositary shall, upon such sale, convert and distribute proceeds of
          such sale (net of applicable (a) fees and charges of, and expenses
          incurred by, the Depositary and (b) taxes) upon the terms set forth in
          Section 6.1.

                                      -12-
<PAGE>

     (c)  Lapse of Rights. If the Depositary is unable to make any rights
          available to Holders upon the terms described in Section 6.4(a) or to
          arrange for the sale of the rights upon the terms described in Section
          6.4(b), the Depositary shall allow such rights to lapse.

     The Depositary shall not be responsible for (i) any failure to determine
     that it may be lawful or practicable to make such rights available to
     Holders in general or any Holders in particular, (ii) any foreign exchange
     exposure or loss incurred in connection with such sale, or exercise, or
     (iii) the content of any materials forwarded to the Holders on behalf of
     the Company in connection with the rights distribution.

     Notwithstanding anything to the contrary in this Section 6.4, if
     registration (under the Securities Act or any other applicable law) of the
     rights or the securities to which any rights relate may be required in
     order for the Company to offer such rights or such securities to Holders
     and to sell the securities represented by such rights, the Depositary will
     not distribute such rights to the Holders (i) unless and until a
     registration statement under the Securities Act covering such offering is
     in effect or (ii) unless the Company furnishes to the Depositary, at the
     Depositary's written request and the Company's expense opinion(s) of
     counsel to the Company in the U.S. and counsel to the Company in any other
     applicable country in which rights would be distributed, in each case
     satisfactory to the Depositary, to the effect that the offering and sale of
     such securities to Holders and Beneficial Owners are exempt from, or do not
     require registration under, the provisions of the Securities Act or any
     other applicable laws. In the event that the Company, the Depositary or the
     Custodian shall be required to withhold and does withhold from any
     distribution of property (including rights) an amount on account of taxes
     or other governmental charges, the amount distributed to the Holders shall
     be reduced accordingly. In the event that the Depositary determines that
     any distribution in property (including Shares and rights to subscribe
     therefor) is subject to any tax or other governmental charges which the
     Depositary is obligated to withhold, the Depositary may dispose of all or a
     portion of such property (including Shares and rights to subscribe
     therefor) in such amounts and in such manner, including by public or
     private sale, as the Depositary deems necessary and practicable to pay any
     such taxes or charges.

     There can be no assurance that Holders generally, or any Holder in
     particular, will be given the opportunity to exercise rights on the same
     terms and conditions as the holders of Shares or be able to exercise such
     rights. Nothing herein shall obligate the Company to file any registration
     statement in respect of any rights or Shares or other securities to be
     acquired upon the exercise of such rights.

6.5  Distributions Other Than Cash, Shares or Rights to Purchase Shares

     (a)  Whenever the Company intends to distribute to the holders of Deposited
          Securities property other than cash, Shares or rights to purchase
          additional Shares, the Company shall give notice thereof to the
          Depositary at least 30 days prior to the proposed distribution and
          shall indicate whether or not it wishes such distribution to be made
          to Holders. Upon receipt of a notice indicating that the Company
          wishes such distribution be made to Holders, the Depositary shall
          determine whether such distribution to Holders is lawful and
          practicable. The Depositary shall not make such distribution unless
          (i) the Company shall have timely requested the Depositary to make
          such distribution to Holders, (ii) the Depositary shall have received
          satisfactory documentation within the terms of Section 4.2, and (iii)
          the Depositary shall have determined that such distribution is
          reasonably practicable.

     (b)  Upon receipt of satisfactory documentation and the request of the
          Company to distribute property to Holders and after making the
          requisite determinations set forth in (a) above, the Depositary may
          distribute the property so received to the Holders of record as of the
          ADS Record Date, in proportion to the number of ADRs held by such


                                      -13-
<PAGE>

          Holders respectively and in such manner as the Depositary may deem
          practicable for accomplishing such distribution (i) upon receipt of
          payment or net of the applicable fees and charges of, and expenses
          incurred by, the Depositary, and (ii) net of any taxes and other
          governmental charges withheld. The Depositary may dispose of all or a
          portion of the property so distributed and deposited, in such amounts
          and in such manner (including public or private sale) as the
          Depositary may deem practicable or necessary to satisfy any taxes
          (including applicable interest and penalties) or other governmental
          charges applicable to the distribution.

     (c)  If (i) the Company does not request the Depositary to make such
          distribution to Holders or requests not to make such distribution to
          Holders, (ii) the Depositary does not receive satisfactory
          documentation within the terms of Section 4.2, or (iii) the Depositary
          determines that all or a portion of such distribution is not
          reasonably practicable or feasible, the Depositary shall endeavor to
          sell or cause such property to be sold in a public or private sale, at
          such place or places and upon such terms as it may deem proper and
          shall distribute the net proceeds, if any, of such sale received by
          the Depositary (net of applicable (a) fees and charges of, and
          expenses incurred by, the Depositary and (b) taxes) to the Holders as
          of the ADS Record Date upon the terms of Section 6.1. If the
          Depositary is unable to sell such property, the Depositary may dispose
          of such property in any way it deems reasonably practicable under the
          circumstances for nominal or no consideration and Holders and
          Beneficial Owners shall have no rights thereto or arising therefrom.

6.6  Fixing of Record Date

     Whenever necessary in connection with any distribution (whether in cash,
     Shares, rights, or other distribution), or whenever for any reason the
     Depositary causes a change in the number of Shares that are represented by
     each ADS, or whenever the Depositary shall receive notice of any meeting of
     or solicitation of holders of Shares or other Deposited Securities, or
     whenever the Depositary shall find it necessary or convenient, the
     Depositary shall fix a record date (the "ADS Record Date"), as close as
     practicable to the record date fixed by the Company with respect to the
     Shares, for the determination of the Holders who shall be entitled to
     receive such distribution, to give instructions for the exercise of voting
     rights at any such meeting, or to give or withhold such consent, or to
     receive such notice or solicitation or to otherwise take action, or to
     exercise the rights of Holders with respect to such changed number of
     Shares represented by each ADS. Subject to applicable law and the
     provisions of Section 6.1 through 6.5 and to the other terms and conditions
     of this Agreement, only the Holders of record at the close of business in
     New York on such ADS Record Date shall be entitled to receive such
     distribution, to give such voting instructions, to receive such notice or
     solicitation, or otherwise take action.

6.7  Voting of Deposited Shares

     Subject to the next sentence, as soon as practicable after receipt of
     notice of any meeting at which the holders of Shares are entitled to vote,
     or of solicitation of consents or proxies from holders of Shares or other
     Deposited Securities, the Depositary shall fix the ADS Record Date in
     respect of such meeting or solicitation of consent or proxy. The Depositary
     shall, if requested by the Company in writing in a timely manner (the
     Depositary having no obligation to take any further action if the request
     shall not have been received by the Depositary at least 30 days prior to
     the date of such vote or meeting) and at the Company's expense and provided
     no U.S. legal prohibitions exist, which may in the reasonable discretion of
     the Depositary be supported by an opinion of counsel with respect to U.S.
     law in a form and substance acceptable to the Depositary (furnished at the
     Depositary's written request and the expense of the Company), mail by
     regular, ordinary mail delivery or otherwise distribute to Holders as of
     the ADS Record Date: (a) such notice of meeting or solicitation of consent
     or proxy; (b) a statement that the Holders at the close of business on the
     ADS Record Date will be entitled, subject to any

                                      -14-
<PAGE>

     applicable law, the Company's Articles of Association and the provisions of
     or governing the Deposited Securities (which provisions, if any, shall be
     summarized in pertinent part by the Company), to instruct the Depositary as
     to the exercise of the voting rights, if any, pertaining to the Shares or
     other Deposited Securities represented by such Holder's ADSs; and (c) a
     brief statement as to the manner in which such instructions may be given,
     including an express indication that such instructions may be given or
     deemed given, in accordance with the second paragraph of this Section 6.7
     if no instruction is received, to the Depositary to give a discretionary
     proxy to a person designated by the Company. Voting instructions may be
     given only in respect of a number of ADSs representing an integral number
     of Shares or other Deposited Securities. Upon the timely receipt of written
     instructions of a Holder of ADSs on the ADS Record Date of voting
     instructions in the manner specified by the Depositary, the Depositary
     shall endeavor, insofar as practicable and permitted under applicable law,
     the provisions of this Agreement, the Company's Articles of Association and
     the provisions of or governing the Deposited Securities, to vote or cause
     the Custodian to vote the Shares and/or other Deposited Securities (in
     person or by proxy) represented by ADSs evidenced by such Receipt in
     accordance with such voting instructions.

     Neither the Depositary nor the Custodian shall, under any circumstances
     exercise any discretion as to voting, and neither the Depositary nor the
     Custodian shall vote, attempt to exercise the right to vote, or in any way
     make use of for purposes of establishing a quorum or otherwise, the Shares
     or other Deposited Securities represented by ADSs except pursuant to and in
     accordance with such written instructions from Holders or deemed
     instructions. For all Shares or other Deposited Securities represented by
     ADSs for which no specific voting instructions are received by the
     Depositary in a timely fashion from the Holder the Depositary shall deem
     such Holder to have instructed the Depositary to give a discretionary proxy
     to a person designated by the Company with respect to such Shares or other
     Deposited Securities and the Depositary shall give a discretionary proxy to
     a person designated by the Company to vote such Deposited Securities,
     provided that no such instruction shall be given with respect to any matter
     as to which the Company informs the Depositary (and the Company agrees to
     provide such information as promptly as practicable in writing) that (x)
     the Company does not wish such proxy given, (y) substantial solicitation of
     proxies in opposition exists or (z) such matter materially and adversely
     affects the rights of holders of such Shares or other Deposited Securities.
     The Company agrees to provide written notice to the Depositary of any
     changes to the relevant governing laws related to the granting of a
     discretionary proxy, including an outright prohibition on the granting of
     such proxies, promptly upon becoming aware of such changes.

     Notwithstanding the above, save for applicable provisions of Irish law, and
     in accordance with the terms of Section 10, the Depositary shall not be
     liable for any failure to carry out any instructions to vote any of the
     Deposited Securities.

6.8  Conversion of Foreign Currency

     Upon receipt by the Depositary or the Custodian of any Foreign Currency, if
     at the time of its receipt such Foreign Currency can in the judgment of the
     Depositary be converted on a reasonably basis into Dollars and the
     resulting Dollars transferred to the United States, the Depositary shall as
     promptly as practicable (and in any event within one (1) business day)
     convert or cause to be converted, such Foreign Currency into Dollars, and
     shall distribute such Dollars to the Holders entitled thereto in accordance
     with Sections 6.1 through 6.5. If such conversion or distribution can be
     effected only with the approval or license of any government or agency
     thereof, the Depositary shall file such application for approval or license
     as it may deem in its reasonable judgment desirable. If the Depositary
     determines that such Foreign Currency is not convertible, in whole or in
     part, on a reasonable basis into Dollars transferable to the United States,
     or if any approval or license which is required for such conversion is
     denied or in the opinion of the Depositary is not obtainable or is not
     obtained within a

                                      -15-
<PAGE>

     reasonable period or at a reasonable costs, the Depositary may distribute
     all or part of the foreign currency (or an appropriate document evidencing
     the right to receive such foreign currency) to, or in its discretion may
     hold such foreign currency uninvested and without liability for interest
     thereon for the respective accounts of the Holders entitled thereto. Each
     holder agrees that in converting Foreign Currency, amounts received on
     conversion are calculated at a rate which may exceed the number of decimal
     places used by the Depositary to report distribution rates (which in any
     case will not be less than two decimal places). Any excess amount may be
     retained by the Depositary as an additional cost of conversion,
     irrespective of any other fees and expenses payable or owing hereunder and
     shall not be subject to escheatment. All expenses of any such conversion
     shall be deducted from the proceeds thereof.

6.9  Withholding

     In connection with any distribution on the Deposited Securities, each of
     the Company, the Depositary and the Custodian shall remit to the
     appropriate governmental authority such amounts (if any) as may be required
     by law to withhold and pay to such authority. The Depositary shall forward
     to the Company in a timely fashion such information from its records as the
     Company may reasonably request to enable the Company to file necessary
     reports with governmental authorities. The Depositary shall make reasonable
     efforts to establish and maintain arrangements that assist Beneficial
     Owners in claiming any tax refunds, credits or other benefits (pursuant to
     treaty or otherwise) relating to distributions on the ADSs. The Depositary
     shall provide copies of any filing that it makes in conjunction with any
     such arrangements to the Company. The Company shall provide such
     cooperation in establishing and maintaining any such arrangements as the
     Depositary may reasonably request.

     If any present or future tax or other governmental charge shall become
     payable by the Depositary or the Custodian with respect to any ADR or any
     Deposited Securities or ADSs, such tax or other governmental charge shall
     be payable by the Holders and Beneficial Owners to the Depositary and such
     Holders and Beneficial Owners shall be deemed liable therefor. The Company,
     the Custodian and/or the Depositary may withhold or deduct from any
     distributions made in respect of Deposited Securities and may sell for the
     account of a Holder and/or Beneficial Owner any or all of the Deposited
     Securities and apply such distributions and sale proceeds in payment of
     such taxes (including applicable interest and penalties) or charges, with
     the Holder and the Beneficial Owner remaining fully liable for any
     deficiency. In addition to any other remedies available to it, the
     Depositary and the Custodian may refuse the deposit of Shares, and the
     Depositary may refuse to issue ADSs, to deliver ADRs, register the
     transfer, split-up or combination of ADRs and (subject to Section 16) the
     withdrawal of Deposited Securities, until payment in full of such tax,
     charge, penalty or interest is received. To the maximum extent permitted by
     applicable law, every Holder and Beneficial Owner agrees to indemnify the
     Depositary, the Company, the Custodian, and each of their respective
     agents, officers, directors, employees and Affiliates for, and to hold each
     of them harmless from, any claims with respect to taxes (including
     applicable interest and penalties thereon) arising from any tax benefit
     obtained for such Holder and/or Beneficial Owner. The obligations of
     Holders and Beneficial Owners of Receipts under this Section 6.9 shall
     survive any transfer of Receipts, any surrender of Receipts and withdrawal
     of Deposited Securities, or the termination of this Agreement.

7.   CUSTODIAN

       The Depositary shall procure that there is at all times a Custodian. Any
       Custodian in acting hereunder shall be subject to the direction of the
       Depositary and shall be responsible solely to it. The Depositary shall be
       responsible for the compliance by each Custodian with the provisions
       hereof. The Depositary may, from time to time, appoint one or more agents
       to act for it as Custodian hereunder in addition to or in lieu of the
       Custodian named in the Form of

                                      -16-
<PAGE>

     ADR. Any Custodian may resign from its duties hereunder upon 30 days'
     written notice to the Depositary. The Depositary may discharge any
     Custodian at any time upon notice to such Custodian. The Depositary shall
     promptly instruct any Custodian ceasing to act as Custodian to deliver all
     Deposited Securities held by it to a Custodian continuing to act hereunder
     and the resignation of discharge of any Custodian shall not be effective
     until such Custodian shall have so delivered all Deposited Securities held
     by it. Upon the appointment of any successor depositary, any Custodian then
     acting hereunder shall, unless otherwise instructed by the Depositary,
     continue to be the Custodian of the Deposited Securities without any
     further act or writing and shall be subject to the direction of the
     successor depositary. The successor depositary so appointed shall,
     nevertheless, on the written request of any Custodian, execute and deliver
     to such Custodian all such instruments as may be proper to give to such
     Custodian full and complete power and authority to act on the direction of
     such successor depositary.

8.   DEPOSITARY'S AGENTS

     The Depositary may perform its obligations hereunder through any agent
     appointed by it including, but not limited to, a co-register to register
     ADRs and transfers, combinations and split-ups of ADRs and to countersign
     ADRs and/or a co-transfer agent for the purpose of effecting transfers,
     combinations or split-ups of ADRs at designated offices in addition to the
     Depositary's Office. Each agent so appointed by the Depositary shall give
     written notice to the Depositary accepting such appointment and shall agree
     in writing to be bound by the provision hereof. Notwithstanding the
     foregoing, the Depositary shall remain responsible for the performance of
     its obligations hereunder as if no agent were appointed.

9.   MAINTENANCE OF OFFICE

     Until termination of this Agreement in accordance with its terms, the
     Depositary or if a Registrar for the Receipts shall have been appointed,
     the Registrar shall maintain in the Borough of Manhattan, the City of New
     York, an office and facilities for the execution and delivery,
     registration, registration of transfers, combination and split-up of
     Receipts, the surrender of Receipts and the delivery and withdrawal of
     Deposited Securities in accordance with the provisions of this Agreement.

10.  STANDARD OF CARE

     The Company and the Depositary and their respective agents assume no
     obligation and shall not be subject to any liability under this Agreement
     or any Receipts to any Holder(s) or Beneficial Owner(s) or other persons,
     except in accordance with Section 15, provided, that the Company and the
     Depositary and their respective agents agree to perform their respective
     obligations specifically set forth in this Agreement or the applicable ADRs
     without gross negligence or willful misconduct. Without limitation of the
     foregoing, neither the Depositary, nor the Company, nor any of their
     respective controlling persons, or agents, shall be under any obligation to
     appear in, prosecute or defend any action, suit or other proceeding in
     respect of any Deposited Securities or in respect of the Receipts, which in
     its opinion may involve it in expense or liability, unless indemnity
     satisfactory to it against all expenses (including fees and disbursements
     of counsel) and liabilities be furnished as often as may be required (and
     no Custodian shall be under any obligation whatsoever with respect to such
     proceedings, the responsibility of the Custodian being solely to the
     Depositary).

     The Depositary and its agents shall not be liable for any failure to carry
     out any instructions to vote any of the Deposited Securities, or for the
     manner in which any vote is cast or the effects of any vote. The Depositary
     shall not incur any liability for any failure to determine that any
     distribution or action may be lawful or reasonably practicable, for the
     content of any information submitted to it by the Company for distribution
     to the Holders or for any inaccuracy of any translation thereof, for any
     investment risk associated with acquiring an

                                      -17-
<PAGE>

     interest in the Deposited Securities, for the validity or worth of the
     Deposited Securities or for any tax consequences that may result from the
     ownership of ADSs, Shares or Deposited Securities, for the
     credit-worthiness of any third party, for allowing any rights to lapse upon
     the terms of this Agreement or for the failure or timeliness of any notice
     from the Company, or for any action or non-action by it in reliance upon
     the opinion, advice of or information from legal counsel, accountants, any
     person presenting Shares for deposit, any Holder or any other person
     believed by it in good faith to be competent to give such advice or
     information. The Depositary and its agents shall not be liable for any acts
     or omissions made by a successor depositary whether in connection with a
     previous act or omission of the Depositary or in connection with any matter
     arising wholly after the removal or resignation of the Depositary, provided
     that in connection with the issue out of which such potential liability
     arises the Depositary performed its obligations without gross negligence or
     willful misconduct while it acted as Depositary.

11.  RESIGNATION AND REMOVAL OF THE DEPOSITARY:  SUCCESSOR DEPOSITARY

     The Depositary may resign as Depositary by written notice of resignation
     delivered to the Company, subject to such limitations as may be agreed by
     the Company and the Depositary in writing from time to time, such
     resignation to be effective on the earlier of (i) the 90th day after
     delivery thereof to the Company (whereupon the Depositary shall be entitled
     to take the actions contemplated in Section 13), or (ii) upon the
     appointment by the Company of a successor depositary and its acceptance of
     such appointment as hereinafter provided. The Depositary may be removed the
     Company by written notice of removal delivered to the Depositary, subject
     to such limitations as may be agreed by the Company and the Depositary in
     writing from time to time, which removal shall be effective on the later to
     occur of (i) the 90th day after delivery thereof to the Depositary
     (whereupon the Depositary shall be entitled to take the actions
     contemplated in Section 13), or (ii) upon the appointment by the Company of
     a successor depositary and its acceptance of such appointment as
     hereinafter provided. At any time in which the Depositary may resign or be
     removed hereunder, the Company shall be subject to prior payment of any
     amounts, fees, costs or expenses owed to the Depositary hereunder or in
     accordance with any other agreements otherwise agreed to in writing between
     the Company and the Depositary, prior to such resignation or removal taking
     effect. If the Depositary shall resign or be removed, the Company shall use
     its best efforts to appoint a bank or trust company having an office in The
     City of New York, as successor depositary hereunder. Every successor
     depositary shall execute and deliver to its predecessor and to the Company
     written acceptance of its appointment hereunder, and thereupon such
     successor depositary shall execute and deliver to its predecessor and to
     the Company written acceptance of its appointment hereunder, and thereupon
     such successor depositary, shall become Depositary hereunder; but such
     predecessor, upon payment of all sums due it hereunder and on the written
     request of the Company, shall execute and deliver an instrument
     transferring all rights and powers hereunder, shall duly assign, transfer
     and deliver all of its right, title and interest in the Deposited
     Securities to such successor, and shall deliver to such successor a list of
     the names and addresses of, and holdings of ADSs by, all Holders. Any bank
     or trust company into or with which the Depositary may be merged or
     consolidated, or to which the Depositary shall transfer substantially all
     its American depositary receipt business (including the ADR facility
     created pursuant to this Agreement), shall be the successor depositary
     hereunder without any further action. Upon the appointment or accession of
     any successor depositary hereunder, any Custodian then acting hereunder
     shall forthwith become the agent hereunder of such successor depositary and
     such successor depositary shall, on the written request of such Custodian,
     execute and deliver to such Custodian any instruments necessary to give
     such Custodian authority as the agent hereunder of such successor
     depositary.

                                      -18-
<PAGE>

12.  AMENDMENT

     The ADRs and this Agreement may be amended by the Company and the
     Depositary without consent of the Holders, provided that any amendment that
     imposes or increases any fees or charge, or that shall otherwise prejudice
     any substantial existing right of Holders, shall become effective 30 days
     after notice of such amendment shall have been given to the Holders. Every
     Holder, at the time any amendment so becomes effective, shall be deemed, by
     continuing to hold any ADR, to consent and agree to such amendment and to
     be bound by the ADRs and this Agreement as amended thereby.

13.  TERMINATION

     The Depositary shall, at the written direction of the Company, terminate
     this Agreement and the ADRs by mailing notice of such termination to the
     Holders at least 30 days prior to the date fixed in such notice for such
     termination. The Depositary may terminate this Agreement, after giving
     notice to the Holders as set forth in the preceding sentence of this
     Section 13 at any time 45 days or more after the Depositary shall have
     delivered to the Company its written resignation, provided that no
     successor depositary shall have been appointed and accepted its appointment
     as provided in Section 11 before the end of such 45 days. After the date so
     fixed for termination, the Depositary and its agents shall perform no
     further acts under this Agreement and the ADRs, except to advise Holders to
     such termination, receive and hold (or sell) distributions on Deposited
     Securities and deliver Deposited Securities being withdrawn together with
     any such distributions on Deposited Securities. As soon as practicable
     after the expiration of one year from the date so fixed for termination,
     the Depositary shall, to the extent practicable, sell the Deposited
     Securities and shall thereafter (as long as it may lawfully do so) hold the
     net proceeds of such sales, together with any other cash then held by it
     under this Agreement, without liability for interest, for the pro rata
     benefit of the Holders of ADRs not theretofore surrendered. After making
     such sale, the Depositary shall be discharged from all obligations in
     respect of this Agreement and the ADRs, except to account for such net
     proceeds and other cash and its indemnification obligations to the Company.
     After the date so fixed for termination, the Company shall be discharged
     from all obligations under the Agreement except for its indemnification and
     payment obligations to the Depositary.

14.  INFORMATION

14.1 Available Information

     This Agreement, the Company's Articles of Association, and written
     communications from the Company that are received by the Custodian or the
     Depositary in accordance with Section 14.6 of the Agreement, are available
     for inspection by Holders at the Depositary's Office and the office of the
     Custodian during normal business hours on any Business Day. The Company is
     subject to the periodic reporting requirements of the Securities Exchange
     Act and accordingly files certain reports with the Commission. Such reports
     and documents may be inspected and copied at the public reference
     facilities maintained by the Commission located at the date of the
     Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
     20549.

14.2 Articles of Association

     The Company has delivered to the Depositary and the Custodian, a copy of
     its Articles of Association (in English or with an English translation)
     and, promptly upon any amendment thereto, the Company shall deliver to the
     Depositary and the Custodian a copy (in English or with an English
     translation) of such amendment.

                                      -19-
<PAGE>

14.3 Compliance with Information Requests

     Notwithstanding any other provision of this Agreement, the Receipts, the
     Articles of Association and applicable law, each Holder and Beneficial
     Owner agrees to (a) provide such information as the Company or the
     Depositary may request pursuant to law (including, without limitation,
     relevant Irish law, any applicable law of the United States, the Articles
     of Association, any resolutions of the Company's Board of Directors, the
     requirements of any markets or exchanges upon which the Shares, ADSs or
     Receipts are listed or traded or to any requirements of any electronic
     book-entry system by which the ADSs or Receipts may be transferred and (b)
     be bound by and subject to applicable provisions of the laws of Ireland,
     the Articles of Association and the requirements of any markets or
     exchanges upon which the ADSs, Receipts or Shares are listed or traded, or
     pursuant to any requirements of any electronic book-entry system by which
     the ADSs, Receipts or Shares may be transferred, to the same extent as if
     such Holder and Beneficial Owner held Shares directly, in each case
     irrespective of whether or not they are Holders or Beneficial Owners at the
     time such request is made, and (c) without limiting the generality of the
     foregoing, comply with all applicable provisions of Irish law, the rules
     and requirements of the Irish Stock Exchange Limited and any other stock
     exchange on which the Shares are, or will be registered, traded or listed
     and the Company's Articles of Association regarding any such Holder or
     Beneficial Owner's interest in Shares (including the aggregate of ADSs and
     Shares held by each such Holder or Beneficial Owner), in compliance with
     applicable Irish law in force at the relevant time. Each Holder and
     Beneficial Owner acknowledge that failure to provide on a timely basis any
     required notification of an interest in Shares may result in withholding of
     certain rights, including voting and dividend rights, in respect of the
     Shares in which such Beneficial Owner has an interest. Each Holder and
     Beneficial Owner of ADSs further agrees to furnish the Company with any
     such notification made in accordance with this Section 14.3 and to comply
     with requests from the Company pursuant to the laws of Ireland, the rules
     and requirements of the Irish Stock Exchange Limited and any other stock
     exchange on which the Shares are, or will be registered, traded or listed,
     and the Articles of Association, whether or not they are Holders and/or
     Beneficial Owner at the time of such request. The Depositary agrees to use
     its reasonable efforts to forward upon the request of the Company, and at
     the Company's expense, any such request from the Company to the Holders and
     to forward to the Company any such responses to such requests received by
     the Depositary.

14.4 Lists of Holders

     The Company shall, to the extent permitted by applicable law, have the
     right to inspect the Register and the transfer records of the Depositary to
     supply copies of such records as the Company may reasonably request. The
     Depositary shall, to the extent permitted by applicable law, furnish to the
     Company, promptly upon the receipt of a written request from the Company, a
     list of the names and addresses of, and holdings of ADSs by, all Holders.
     The Depositary shall provide copies to the Company, promptly upon receipt
     of a written request from the Company, of any information received by the
     Depositary in accordance with Section 5.6 unless such disclosure is
     prohibited by applicable law.

14.5 Proofs, Certificates and Other Information

     Any person presenting Shares for deposit, any Holder and any Beneficial
     Owner may be required, and every Holder and Beneficial Owner agrees, from
     time to time to provide to the Depositary or the Custodian such proof of
     citizenship or residence, taxpayer status, payment of all applicable taxes
     or other governmental charges, exchange control approval, legal or
     beneficial ownership of ADSs and Deposited Securities, compliance with
     applicable laws and the terms of this Agreement and the provisions of, or
     governing, the Deposited Securities or other information; to execute such
     certifications and to make such representations and warranties, and to
     provide such other information and documentation as the Depositary may

                                      -20-
<PAGE>

     deem necessary or proper or as the Company may reasonably require by
     written request to the Depositary consistent with its obligations
     hereunder. The Depositary and the Registrar, as applicable, may withhold
     the execution or delivery or registration of transfer of any Receipt or the
     distribution or sale of any dividend or distribution of rights or of the
     proceeds thereof, or to the extent not limited by the terms of Section 16,
     the delivery of any Deposited Securities, until such proof or other
     information is filed or such certifications are executed, or such
     representations and warranties are made, or such other documentation or
     information provided, in each case to the Depositary's and the Company's
     satisfaction. The Depositary shall from time to time on the written request
     advise the Company of the availability of any such proofs, certificates or
     other information and shall, at the Company's sole expense, provide or
     otherwise make available copies thereof to the Company upon written request
     thereof by the Company, unless such disclosure is prohibited by law. Each
     Holder and Beneficial Owner agrees to provide any information requested by
     the Company or the Depositary pursuant to this paragraph. Nothing herein
     shall obligate the Depositary to (i) obtain any information for the Company
     if not provided by the Holders or Beneficial Owners or (ii) verify or vouch
     for the accuracy of the information so provided by the Holders or
     Beneficial Owners.

14.6 Notices

     Notice to any Holder shall be deemed to be given when first mailed, first
     class postage prepaid, or sent via telex or facsimile transmission to such
     Holder to the address or telex or facsimile number, as the case may be, of
     such Holder in the Register. Notice to the Depositary or the Company shall
     be deemed to be given when first received by it at the address or facsimile
     transmission number set forth in (a) or (b) below, respectively, or at such
     other address or facsimile transmission number as either may specify to the
     other by written notice:

     (a)  Deutsche Bank Trust Company Americas
          60 Wall Street
          New York
          NY 10005
          United States

          Attention:   ADR Department
          Fax:         +1-212-797-0327

     (b)  IONA Technologies PLC
          The IONA Building
          Shelbourne Road
          Ballsbridge
          Dublin 4
          Ireland

          Attention:   Legal Department
          Fax:         353-1-637-2890

         Notices to the Depositary must be in English.

14.7 Reports

     The Depositary will, at the expense of the Company and in accordance with
     Section 14.6, mail by regular, ordinary mail delivery or by electronic
     transmission (if agreed between the Company and the Depositary) and unless
     otherwise agreed in writing, copies of such communications (or English
     translations or summaries thereof) to Holders when requested and furnished
     by the Company.

                                      -21-
<PAGE>

15.  INDEMNIFICATION

15.1 Indemnification by the Company

     The Company agrees to indemnify the Depositary against any loss, liability
     or expense (including reasonable fees and expenses of counsel) that may
     arise out of a (a) its acceptance and performance of its powers and duties
     in respect of this Agreement, except to the extent such loss, liability or
     expense (i) is due to the gross negligence or bad faith of the Depositary
     or its agents or (ii) arises out of a Pre-Release of an ADR and would not
     have arisen had such ADR not been the subject of a Pre-Release, or (b) any
     offer or sale of ADRs, ADSs, Shares or other Deposited Securities or any
     registration statement under the Securities Act in respect thereof, except
     to the extent such loss, liability or expense arises out of information (or
     omissions from such information) relating to the Depositary furnished in
     writing to the Company by the Depositary expressly for use in such
     registration statement.

15.2 Indemnification by the Depositary

     The Depositary agrees to indemnify the Company against any loss, liability
     or expense (including reasonable fees and expenses of counsel) incurred by
     the Company in respect of this Agreement to the extent such loss, liability
     or expense (a) is due to the gross negligence or bad faith of the
     Depositary or its agents, (b) arises out of a Pre-Release of an ADR and
     would not have arisen had such ADR not been the subject of a Pre-Release,
     or (c) arises out of information (or omissions from such information)
     relating to the Depositary furnished in writing to the Company by the
     Depositary for use in a registration statement under the Securities Act.

15.3 Notification and Settlement

     Any person seeking indemnification hereunder (an "indemnified person")
     shall notify the person from whom it is seeking indemnification (the
     "indemnifying person") of the commencement of any indemnifiable action or
     claim promptly after such indemnified person becomes aware of such
     commencement (provided that the failure to make such notification shall not
     affect such indemnified person's rights otherwise than under this Section
     15.3) and shall consult in good faith with the indemnifying person as to
     the conduct of the defense of such action or claim, which shall be
     reasonable in the circumstances. No indemnified person shall compromise or
     settle any indemnifiable action or claim without the prior written consent
     of the indemnifying person (which consent shall not be unreasonably
     withheld).

15.4 Survival

     The obligations set forth in this Section 15 shall survive the termination
     of this Agreement.

16.  COMPLIANCE WITH U.S. SECURITIES LAWS

     Notwithstanding anything in this Agreement to the contrary, the withdrawal
     or delivery of Deposited Securities will not be suspended by the Company or
     the Depositary except as would be permitted by Instruction I.A.(1) of the
     General Instructions to Form F-6 Registration Statement, as amended from
     time to time, under the Securities Act.

17.  MISCELLANEOUS

     This Agreement is for the exclusive benefit of the Company, the Depositary,
     the Holders, the Beneficial Owners, and their respective successors
     hereunder, and shall not give any legal or equitable right, remedy or claim
     whatsoever to any other person. The Holders and Beneficial Owners shall be
     parties to this Agreement and shall be bound by the provisions hereof. If
     any

                                      -22-
<PAGE>

     such provision is invalid, illegal or unenforceable in any respect, the
     remaining provisions shall in no way be affected thereby. This Agreement
     may be executed in two counterparts, each of which shall be deemed an
     original and both of which shall constitute one instrument. Subject to the
     provisions of Section 11, this Agreement may not be assigned by either the
     Company or the Depositary. The Company agrees not to appoint any other
     depositary for the issuance or administration of depositary receipts
     evidencing any class of stock of the Company so long as Deutsche Bank Trust
     Company Americas is acting as Depositary hereunder.

18.  GOVERNING LAW

     This Agreement and the Receipts shall be interpreted in accordance with,
     and all rights hereunder and thereunder and provisions hereof and thereof
     shall be governed by, the laws of the State of New York without reference
     to the principles of choice of law thereof. Except as set forth in the
     following paragraph of this Section 18, the Company and the Depositary
     agree that the federal or state courts in the City of New York shall have
     jurisdiction to hear and determine any suit, action or proceeding and to
     settle any dispute between them that may arise out of or in connection with
     this Agreement and, for such purposes, each irrevocably submits to the
     non-exclusive jurisdiction of such courts. The Company hereby irrevocably
     designates, appoints and empowers Christopher M. Mirabile, Esq. (the
     "Agent") now at IONA Technologies, Inc., 200 West Street, Waltham,
     Massachusetts 02451, as its authorized agent to receive and accept for and
     on its behalf, and on behalf of its properties, assets and revenues,
     service by mail of any and all legal process, summons, notices and
     documents that may be served in any suit, action or proceeding brought
     against the Company in any federal or state court as described in the
     preceding sentence or in the next paragraph of this Section 18. If for any
     reason the Agent shall cease to be available to act as such, the Company
     agrees to designate a new agent in the City of New York on the terms and
     for the purposes of this Section 18 reasonably satisfactory to the
     Depositary. The Company further hereby irrevocably consents and agrees to
     the service of any and all legal process, summons, notices and documents in
     any suit, action or proceeding against the Company, by service by mail of a
     copy thereof upon the Agent (whether or not the appointment of such Agent
     shall for any reason prove to be ineffective or such Agent shall fail to
     accept or acknowledge such service), with a copy mailed to the Company by
     registered or certified air mail, postage prepaid, to its address provided
     in Section 14.6. The Company agrees that the failure of the Agent to give
     any notice of such service to it shall not impair or affect in any way the
     validity of such service or any judgment rendered in any action or
     proceeding based thereon.

     Notwithstanding the foregoing, the Depositary and the Company
     unconditionally agree that in the event that a Holder or Beneficial Owner
     brings a suit, action or proceeding against (a) the Company, (b) the
     Depositary in its capacity as Depositary under this Agreement or (c)
     against both the Company and the Depositary, in any state or federal court
     of the United States, and the Depositary or the Company have any claim, for
     indemnification or otherwise, against each other arising out of the subject
     matter of such suit, action or proceeding, then the Company and the
     Depositary may pursue such claim against each other in the state or federal
     court in the United States in which such suit, action, or proceeding is
     pending, and for such purposes, the Company and the Depositary irrevocably
     submit to the non-exclusive jurisdiction of such courts. The Company agrees
     that service of process upon the Agent in the manner set forth in the
     preceding paragraph shall be effective service upon it for any suit, action
     or proceeding brought against it as described in this paragraph.

     The Company irrevocably and unconditionally waives, to the fullest extent
     permitted by law, any objection that it may now or hereafter have to the
     laying of venue of any actions, suits or proceedings brought in any court
     as provided in this Section 18, and hereby further irrevocably and
     unconditionally waives and agrees not to plead or claim in any such court
     that any such action, suit or proceeding brought in any such court has been
     brought in an inconvenient forum.

                                      -23-
<PAGE>


IONA TECHNOLOGIES PLC

By: /s/ Daniel W. Demmer
    --------------------------
Name:  Daniel W. Demmer
Title: Chief Financial Officer



DEUTSCHE BANK TRUST COMPANY AMERICAS

By: /s/ Mike R. Hughes
   ----------------------------
Name:  Mike R. Hughes
Title: Director


By: /s/ Clare J. Benson
   ----------------------------
Name:    Clare J. Benson
Title:   Vice President

                                      -24-
<PAGE>


                                    EXHIBIT A
                ANNEXED TO AND INCORPORATED IN DEPOSIT AGREEMENT

                                  [FORM OF ADR]

CERTAIN RIGHTS OF THE HOLDER OF THIS AMERICAN DEPOSITARY RECEIPT MAY BE WITHHELD
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE DEPOSIT AGREEMENT,
INCLUDING, WITHOUT LIMITATION, VOTING RIGHTS AND THE RIGHT TO RECEIVE DIVIDENDS
AND OTHER DISTRIBUTIONS

[Number]                                           No. of ADSs:
                                                               -----------------
                                                        Each ADS represents
                                                                  One Share
                                                          CUSIP:  46206P109


                           AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                   ORDINARY SHARES, PAR VALUE EUR 0.0025 EACH

                                       of

                              IONA TECHNOLOGIES PLC
                      (Organized under the laws of Ireland)

Deutsche Bank Trust Company Americas, as depositary hereunder (the
"Depositary"), hereby certifies that ____________________ is the registered
owner (a "Holder") of _____ American Depositary Shares ("ADSs"), each
representing one ordinary share, par value EUR 0.0025 each, including rights to
receive Shares (together "Shares" and, together with any additional securities
or cash from time to time held by the Depositary or the Custodian referred to
below in respect or in lieu, thereof, the "Deposited Securities"), of IONA
Technologies PLC, a public limited company organized under the laws of the
Ireland (the "Company"), deposited at New Century House, International Financial
Services Center, Lower Mayor Street, Dublin 1, Ireland office of The Governer
and Company of the Bank of Ireland, as custodian (the "Custodian"). This ADR is
issued pursuant to the Amended and Restated Deposit Agreement dated as of 26
April 2004 (as amended from time to time, the "Agreement") among the Company,
the Depositary and the owner from time to time of American Depositary Receipts
issued thereunder ("ADRs"), each of whom by accepting an ADR agrees to become a
party thereto and to be bound by all of the terms and conditions thereof and
hereof. Copies of the Agreement are on file at the Depositary's Office at 60
Wall Street, New York NY 10005 and at the office of the Custodian at New Century
House, International Financial Services Center, Lower Mayor Street, Dublin 1,
Ireland. This ADR shall be governed by and construed in accordance with the laws
of the State of New York. The terms and conditions of the Agreement are hereby
incorporated by reference into this ADR and terms defined in the Agreement are
used herein as so defined. In particular, the Agreement provides as follows:

     1.   Voting of Deposited Shares

     Subject to the next sentence, as soon as practicable after receipt of
     notice of any meeting at which the holders of Shares are entitled to vote,
     or of solicitation of consents or proxies from holders of Shares or other
     Deposited Securities, the Depositary shall fix the ADS Record Date

                                      A-1
<PAGE>

     in respect of such meeting or solicitation of consent or proxy. The
     Depositary shall, if requested by the Company in writing in a timely manner
     (the Depositary having no obligation to take any further action if the
     request shall not have been received by the Depositary at least 30 days
     prior to the date of such vote or meeting) and at the Company's expense and
     provided no U.S. legal prohibitions exist, which may in the reasonable
     discretion of the Depositary be supported by an opinion of counsel with
     respect to U.S. law in a form and substance acceptable to the Depositary
     (furnished at Depositary's written request and the expense of the Company),
     mail by regular, ordinary mail delivery or otherwise distribute to Holders
     as of the ADS Record Date: (a) such notice of meeting or solicitation of
     consent or proxy; (b) a statement that the Holders at the close of business
     on the ADS Record Date will be entitled, subject to any applicable law, the
     Articles of Association and the provisions of or governing the Deposited
     Securities (which provisions, if any, shall be summarized in pertinent part
     by the Company), to instruct the Depositary as to the exercise of the
     voting rights, if any, pertaining to the Shares or other Deposited
     Securities represented by such Holder's ADSs; and (c) a brief statement as
     to the manner in which such instructions may be given, including an express
     indication that such instructions may be given or deemed given, in
     accordance with the paragraph immediately below if no instruction is
     received, to the Depositary to give a discretionary proxy to a person
     designated by the Company. Voting instructions may be given only in respect
     of a number of ADSs representing an integral number of Shares or other
     Deposited Securities. Upon the timely receipt of written instructions of a
     Holder of ADSs on the ADS Record Date of voting instructions in the manner
     specified by the Depositary, the Depositary shall endeavor, insofar as
     practicable and permitted under applicable law, the provisions of this
     Agreement, the Company's Articles of Association and the provisions of or
     governing the Deposited Securities, to vote or cause the Custodian to vote
     the Shares and/or other Deposited Securities (in person or by proxy)
     represented by ADSs evidenced by such Receipt in accordance with such
     voting instructions.

     Neither the Depositary nor the Custodian shall, under any circumstances
     exercise any discretion as to voting, and neither the Depositary nor the
     Custodian shall vote, attempt to exercise the right to vote, or in any way
     make use of for purposes of establishing a quorum or otherwise, the Shares
     or other Deposited Securities represented by ADSs except pursuant to and in
     accordance with such written instructions from Holders or deemed
     instructions. For all Shares or other Deposited Securities represented by
     ADSs for which no specific voting instructions are received by the
     Depositary in a timely fashion from the Holder the Depositary shall deem
     such Holder to have instructed the Depositary to give a discretionary proxy
     to a person designated by the Company with respect to such Shares or other
     Deposited Securities and the Depositary shall give a discretionary proxy to
     a person designated by the Company to vote such Deposited Securities,
     provided that no such instruction shall be given with respect to any matter
     as to which the Company informs the Depositary (and the Company agrees to
     provide such information as promptly as practicable in writing) that (x)
     the Company does not wish such proxy given, (y) substantial solicitation of
     proxies in opposition exists or (z) such matter materially and adversely
     affects the rights of holders of such Shares or other Deposited Securities.
     The Company agrees to provide written notice to the Depositary of any
     changes to the relevant governing laws related to the granting of a
     discretionary proxy, including an outright prohibition on the granting of
     such proxies, promptly upon becoming aware of such changes.

     Notwithstanding the above, save for applicable provisions of Irish law, and
     in accordance with the terms of Section 10 of the Agreement, the Depositary
     shall not be liable for any failure to carry out any instructions to vote
     any of the Deposited Securities.

     2.   Distributions

     2.1  Cash Distributions

                                      A-2
<PAGE>

     Whenever the Depositary receives confirmation from the Custodian of receipt
     of any cash dividend or other cash distribution on any Deposited
     Securities, or receives proceeds from the sale of any Shares, rights,
     securities or other entitlements under the terms hereof, the Depositary
     will, if at the time of receipt thereof any amounts received in a Foreign
     Currency can in the judgment of the Depositary (pursuant to Section 6.8 of
     the Agreement) be converted on a practicable basis into Dollars
     transferable to the United States, promptly convert or cause to be
     converted such cash dividend, distribution or proceeds into Dollars (on the
     terms described in Section 6.8) and will distribute promptly the amount
     thus received (net of (a) the applicable fees and charges of, and expenses
     incurred by, the Depositary and (b) taxes withheld) to the Holders of
     record as of the ADS Record Date in proportion to the number of ADSs held
     by such Holders respectively as of the ADS Record Date. The Depositary
     shall distribute only such amount, however, as can be distributed without
     attributing to any Holder a fraction of one cent. Any such fractional
     amounts shall be rounded to the nearest whole cent and so distributed to
     Holders entitled thereto. Holders and Beneficial Owners understand that in
     converting Foreign Currency, amounts received on conversion are calculated
     at a rate which exceeds three or four decimal places (the number of decimal
     places used by the Depositary to report distribution rates). Any excess
     amount may be retained by the Depositary as an additional cost of
     conversion, irrespective of any other fees and expenses payable or owing
     hereunder and shall not be subject to escheatment. If the Company, the
     Custodian or the Depositary is required to withhold and does withhold from
     any cash dividend or other cash distribution in respect of any Deposited
     Securities an amount on account of taxes, duties or other governmental
     charges, the amount distributed to Holders on the ADSs representing such
     Deposited Securities shall be reduced accordingly. Such withheld amounts
     shall be forwarded by the Company, the Custodian or the Depositary to the
     relevant governmental authority. Evidence of payment thereof by the Company
     shall be forwarded by the Company to the Depositary upon request. The
     Depositary will forward to the Company or its agent such information from
     its records as the Company may reasonably request to enable the Company or
     its agent to file necessary reports with governmental agencies, such
     reports necessary to obtain benefits under the applicable tax treaties for
     the Holders and Beneficial Owners of Receipts.

     2.2  Distribution in Shares

     If any distribution upon any Deposited Securities consists of a dividend
     in, or free distribution of, Shares, the Company shall cause such Shares to
     be deposited with the Custodian and registered, as the case may be, in the
     name of the Depositary, the Custodian or any of their nominees. Upon
     receipt of confirmation of such deposit from the Custodian, the Depositary
     shall establish the ADS Record Date upon the terms described in Section 6.6
     of the Agreement and shall, subject to Exhibit B to the Agreement, either
     (i) distribute to the Holders as of the ADS Record Date in proportion to
     the number of ADRs held as of the ADS Record Date, additional ADRs
     evidencing ADSs, which represent in the aggregate the number of Shares
     received as such dividend, or free distribution, subject to the other terms
     of this Agreement (including, without limitation, (a) the applicable fees
     and charges of, and expenses incurred by, the Depositary and (b) taxes), or
     (ii) if additional ADRs are not so distributed, each ADR issued and
     outstanding after the ADS Record Date shall, to the extent permissible by
     law, thenceforth also represent rights and interests in the additional
     Shares distributed upon the Deposited Securities represented thereby (net
     of (a) the applicable fees and charges of, and expenses incurred by, the
     Depositary and (b) taxes). In lieu of delivering fractional ADSs, the
     Depositary shall sell the number of Shares represented by the aggregate of
     such fractions and distribute the proceeds upon the terms described in
     Section 6.1 of the Agreement. The Depositary may withhold any such
     distribution of Receipts if it has not received satisfactory assurances
     from the Company (including, at the written request of the Depositary, an
     opinion of counsel to the Company furnished at the Company's expense) that
     such distribution does not require registration under the Securities Act or
     is exempt from registration under the provisions of the Securities Act. To
     the extent such distribution may be withheld, the Depositary may dispose of
     all or a portion of such distribution in such amounts and in such manner,
     including

                                      A-3
<PAGE>

     by public or private sale, as the Depositary deems necessary and
     practicable, and the Depositary shall distribute the net proceeds of any
     such sale (after deduction of applicable (a) taxes and (b) fees and charges
     of, and expenses incurred by, the Depositary) to Holders entitled thereto
     upon the terms described in Section 6.1.

     2.3  Elective Distributions in Cash or Shares

     Whenever the Company intends to distribute a dividend payable at the
     election of the holders of Shares in cash or in additional Shares, the
     Company shall give notice thereof to the Depositary at least 30 days prior
     to the proposed distribution stating whether or not it wishes such elective
     distribution to be made available to Holders. Upon receipt of notice
     indicating that the Company wishes such elective distribution to be made
     available to Holders, the Depositary shall consult with the Company to
     determine, and the Company shall assist the Depositary in its
     determination, whether it is lawful and reasonably practicable to make such
     elective distribution available to the Holders. The Depositary shall make
     such elective distribution available to Holders only if (i) the Company
     shall have timely requested that the elective distribution is available to
     Holders, (ii) the Depositary shall have determined that such distribution
     is reasonably practicable and (iii) the Depositary shall have received
     satisfactory documentation within the terms of Section 4.2 of the
     Agreement. If the above conditions are not satisfied, the Depositary shall,
     to the extent permitted by law, distribute to the Holders, on the basis of
     the same determination as is made in the local market in respect of the
     Shares for which no election is made, either (x) cash upon the terms
     described in Section 6.1 of the Agreement or (y) additional ADSs
     representing such additional Shares upon the terms described in Section 6.2
     of the Agreement. If the above conditions are satisfied, the Depositary
     shall establish an ADS Record Date (on the terms described in Section 6.6
     of the Agreement) and establish procedures to enable Holders to elect the
     receipt of the proposed dividend in cash or in additional ADSs. The Company
     shall assist the Depositary in establishing such procedures to the extent
     necessary. Subject to Exhibit B to the Agreement, if a Holder elects to
     receive the proposed dividend (x) in cash, the dividend shall be
     distributed upon the terms described in Section 6.1 of the Agreement, or
     (y) in ADSs, the dividend shall be distributed upon the terms described in
     Section 6.2 of the Agreement. Nothing herein shall obligate the Depositary
     to make available to Holders a method to receive the elective dividend in
     Shares (rather than ADSs). There can be no assurance that Holders
     generally, or any Holder in particular, will be given the opportunity to
     receive elective distributions on the same terms and conditions as the
     holders of Shares.

     2.4  Distribution of Rights to Purchase Shares

     (a)  Distribution to ADS Holders. Whenever the Company intends to
          distribute to the holders of the Deposited Securities rights to
          subscribe for additional Shares, the Company shall give notice thereof
          to the Depositary at least 60 days prior to the proposed distribution
          stating whether or not it wishes such rights to be made available to
          Holders. Upon receipt of a notice indicating that the Company wishes
          such rights to be made available to Holders, the Depositary shall
          consult with the Company to determine, and the Company shall
          determine, whether it is lawful and reasonably practicable to make
          such rights available to the Holders. The Depositary shall make such
          rights available to Holders only if (i) the Company shall have timely
          requested that such rights be made available to Holders, (ii) the
          Depositary shall have received satisfactory documentation within the
          terms of Section 4.2 of the Agreement, and (iii) the Depositary shall
          have determined that such distribution of rights is lawful and
          reasonably practicable. In the event any of the conditions set forth
          above are not satisfied, the Depositary shall proceed with the sale of
          the rights as contemplated in Section 6.4(b) to the Agreement or, if
          timing or market conditions may not permit, do nothing thereby
          allowing such rights to lapse. In the event all conditions set forth
          above are satisfied, the Depositary shall establish an ADS Record Date
          (upon the

                                      A-4
<PAGE>

          terms described in Section 6.6 of the Agreement) and establish
          procedures (x) to distribute such rights (by means of warrants or
          otherwise) and (y) to enable the Holders to exercise the rights (upon
          payment of applicable (a) fees and charges of, and expenses incurred
          by, the Depositary and (b) taxes and other governmental charges).
          Nothing herein shall obligate the Depositary to make available to the
          Holders a method to exercise such rights to subscribe for Shares
          (rather than ADSs).

     (b)  Sale of Rights. If (i) the Company does not timely request the
          Depositary to make the rights available to Holders or requests that
          the rights not be made available to Holders, (ii) the Depositary fails
          to receive satisfactory documentation within the terms of Section 4.2
          of the Agreement or determines it is not lawful or reasonably
          practicable to make the rights available to Holders, or (iii) any
          rights made available are not exercised and appear to be about to
          lapse, the Depositary shall determine whether it is lawful and
          reasonably practicable to sell such rights, in a riskless principal
          capacity or otherwise, at such place and upon such terms (including
          public or private sale) as it may deem proper. The Company shall
          assist the Depositary to the extent necessary to determine such
          legality and practicability. The Depositary shall, upon such sale,
          convert and distribute proceeds of such sale (net of applicable (a)
          fees and charges of, and expenses incurred by, the Depositary and (b)
          taxes) upon the terms set forth in Section 6.1 of the Agreement.

     (c)  Lapse of Rights. If the Depositary is unable to make any rights
          available to Holders upon the terms described in Section 6.4(a) of the
          Agreement or to arrange for the sale of the rights upon the terms
          described in Section 6.4(b) of the Agreement, the Depositary shall
          allow such rights to lapse.

     The Depositary shall not be responsible for (i) any failure to determine
     that it may be lawful or practicable to make such rights available to
     Holders in general or any Holders in particular, (ii) any foreign exchange
     exposure or loss incurred in connection with such sale, or exercise, or
     (iii) the content of any materials forwarded to the Holders on behalf of
     the Company in connection with the rights distribution.

     Notwithstanding anything to the contrary in this Section 6.4 of the
     Agreement, if registration (under the Securities Act or any other
     applicable law) of the rights or the securities to which any rights relate
     may be required in order for the Company to offer such rights or such
     securities to Holders and to sell the securities represented by such
     rights, the Depositary will not distribute such rights to the Holders (i)
     unless and until a registration statement under the Securities Act covering
     such offering is in effect or (ii) unless the Company furnishes to the
     Depositary, at the Depositary's written request and the Company's expense
     opinion(s) of counsel to the Company in the U.S. and counsel to the Company
     in any other applicable country in which rights would be distributed, in
     each case satisfactory to the Depositary, to the effect that the offering
     and sale of such securities to Holders and Beneficial Owners are exempt
     from, or do not require registration under, the provisions of the
     Securities Act or any other applicable laws. In the event that the Company,
     the Depositary or the Custodian shall be required to withhold and does
     withhold from any distribution of property (including rights) an amount on
     account of taxes or other governmental charges, the amount distributed to
     the Holders shall be reduced accordingly. In the event that the Depositary
     determines that any distribution in property (including Shares and rights
     to subscribe therefor) is subject to any tax or other governmental charges
     which the Depositary is obligated to withhold, the Depositary may dispose
     of all or a portion of such property (including Shares and rights to
     subscribe therefor) in such amounts and in such manner, including by public
     or private sale, as the Depositary deems necessary and practicable to pay
     any such taxes or charges.

     There can be no assurance that Holders generally, or any Holder in
     particular, will be given the opportunity to exercise rights on the same
     terms and conditions as the holders of Shares or be

                                      A-5
<PAGE>

     able to exercise such rights. Nothing herein shall obligate the Company to
     file any registration statement in respect of any rights or Shares or other
     securities to be acquired upon the exercise of such rights.

     2.5  Distributions Other Than Cash, Shares or Rights to Purchase Shares

     (a)  Whenever the Company intends to distribute to the holders of Deposited
          Securities property other than cash, Shares or rights to purchase
          additional Shares, the Company shall give notice thereof to the
          Depositary at least 30 days prior to the proposed distribution and
          shall indicate whether or not it wishes such distribution to be made
          to Holders. Upon receipt of a notice indicating that the Company
          wishes such distribution be made to Holders, the Depositary shall
          determine whether such distribution to Holders is lawful and
          practicable. The Depositary shall not make such distribution unless
          (i) the Company shall have timely requested the Depositary to make
          such distribution to Holders, (ii) the Depositary shall have received
          satisfactory documentation within the terms of Section 4.2 of the
          Agreement, and (iii) the Depositary shall have determined that such
          distribution is reasonably practicable.

     (b)  Upon receipt of satisfactory documentation and the request of the
          Company to distribute property to Holders and after making the
          requisite determinations set forth in (a) above, the Depositary may
          distribute the property so received to the Holders of record as of the
          ADS Record Date, in proportion to the number of ADRs held by such
          Holders respectively and in such manner as the Depositary may deem
          practicable for accomplishing such distribution (i) upon receipt of
          payment or net of the applicable fees and charges of, and expenses
          incurred by, the Depositary, and (ii) net of any taxes and other
          governmental charges withheld. The Depositary may dispose of all or a
          portion of the property so distributed and deposited, in such amounts
          and in such manner (including public or private sale) as the
          Depositary may deem practicable or necessary to satisfy any taxes
          (including applicable interest and penalties) or other governmental
          charges applicable to the distribution.

     (c)  If (i) the Company does not request the Depositary to make such
          distribution to Holders or requests not to make such distribution to
          Holders, (ii) the Depositary does not receive satisfactory
          documentation within the terms of Section 4.2 of the Agreement, or
          (iii) the Depositary determines that all or a portion of such
          distribution is not reasonably practicable or feasible, the Depositary
          shall endeavor to sell or cause such property to be sold in a public
          or private sale, at such place or places and upon such terms as it may
          deem proper and shall distribute the net proceeds, if any, of such
          sale received by the Depositary (net of applicable (a) fees and
          charges of, and expenses incurred by, the Depositary and (b) taxes) to
          the Holders as of the ADS Record Date upon the terms of Section 6.1 of
          the Agreement. If the Depositary is unable to sell such property, the
          Depositary may dispose of such property in any way it deems reasonably
          practicable under the circumstances for nominal or no consideration
          and Holders and Beneficial Owners shall have no rights thereto or
          arising therefrom.

     3.   Fixing of Record Date

     Whenever necessary in connection with any distribution (whether in cash,
     Shares, rights, or other distribution), or whenever for any reason the
     Depositary causes a change in the number of Shares that are represented by
     each ADS, or whenever the Depositary shall receive notice of any meeting of
     or solicitation of holders of Shares or other Deposited Securities, or
     whenever the Depositary shall find it necessary or convenient, the
     Depositary shall fix a record date (the "ADS Record Date"), as close as
     practicable to the record date fixed by the Company with respect to the
     Shares, for the determination of the Holders who shall be entitled to
     receive such

                                      A-6
<PAGE>

     distribution, to give instructions for the exercise of voting rights at any
     such meeting, or to give or withhold such consent, or to receive such
     notice or solicitation or to otherwise take action, or to exercise the
     rights of Holders with respect to such changed number of Shares represented
     by each ADS. Subject to applicable law and the provisions of Section 6.1
     through 6.5 of the Agreement and to the other terms and conditions of the
     Agreement, only the Holders of record at the close of business in New York
     on such ADS Record Date shall be entitled to receive such distribution, to
     give such voting instructions, to receive such notice or solicitation, or
     otherwise take action.

     4.   Available Information

     The Agreement, the Articles of Association, and written communications from
     the Company that are received by the Custodian or the Depositary in
     accordance with Section 14.6 of the Agreement, are available for inspection
     by Holders at the Depositary's Office and the office of the Custodian
     during normal business hours on any Business Day. The Company is subject to
     the periodic reporting requirements of the Securities Exchange Act and
     accordingly files certain reports with the Commission. Such reports and
     documents may be inspected and copied at the public reference facilities
     maintained by the Commission located at the date of the Agreement at
     Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

     5.   Reports

     The Depositary will, at the expense of the Company and in accordance with
     Section 14.6, mail by regular, ordinary mail delivery or by electronic
     transmission (if agreed between the Company and the Depositary) and unless
     otherwise agreed in writing, copies of such communications (or English
     translations or summaries thereof) to Holders when requested and furnished
     by the Company.

     6.   Notices

     Notice to any Holder shall be deemed to be given when first mailed, first
     class postage prepaid, or sent via telex or facsimile transmission to such
     Holder to the address or telex or facsimile number, as the case may be, of
     such Holder in the Register. Notice to the Depositary or the Company shall
     be deemed to be given when first received by it at the address or facsimile
     transmission number set forth in (a) or (b) below, respectively, or at such
     other address or facsimile transmission number as either may specify to the
     other by written notice:

     (d)  Deutsche Bank Trust Company Americas
          60 Wall Street
          New York
          NY 10005
          United States

          Attention:   ADR Department
          Fax:         +1-212-797-0327

     (e)  IONA Technologies PLC
          The IONA Building
          Shelbourne Road
          Ballsbridge
          Dublin 4 Ireland

          Attention:   Legal Department
          Fax:         353-1-637-2890

                                      A-7
<PAGE>

          Notices to the Depositary must be in English.

     7.   Lists of Holders

     The Company shall, to the extent permitted by applicable law, have the
     right to inspect the Register and the transfer records of the Depositary to
     supply copies of such records as the Company may reasonably request. The
     Depositary shall, to the extent permitted by applicable law, furnish to the
     Company, promptly upon the receipt of a written request from the Company, a
     list of the names and addresses of, and holdings of ADSs by, all Holders.
     The Depositary shall provide copies to the Company, promptly upon receipt
     of a written request from the Company, of any information received by the
     Depositary in accordance with Section 5.6 of the Agreement unless such
     disclosure is prohibited by applicable law.

     8.   Transfer, Combination and Split-up of ADRs

     Subject to the terms and conditions of the Agreement, the Depositary shall,
     upon surrender of an ADR or ADRs in form satisfactory to the Depositary at
     the Depositary's Office (a) for the purpose of transfer, if such ADRs are
     accompanied by such instruments of transfer as the Depositary may require
     and are stamped as may be required by law, register the transfer of such
     ADRs on the Register and execute and deliver new ADRs to or upon the order
     of the person entitled thereto; and (b) for the purpose of effecting a
     split-up or combination, execute and deliver a new ADR or ADRs in such
     denominations as may be requested, evidencing the same aggregate number of
     ADRs as the ADRs surrendered.

     9.   Amendment

     The ADRs and the Agreement may be amended by the Company and the Depositary
     without consent of the Holders, provided that any amendment that imposes or
     increases any fees or charge, or that shall otherwise prejudice any
     substantial existing right of Holders, shall become effective 30 days after
     notice of such amendment shall have been given to the Holders. Every
     Holder, at the time any amendment so becomes effective, shall be deemed, by
     continuing to hold any ADR, to consent and agree to such amendment and to
     be bound by the ADRs and the Agreement as amended thereby.

     10.  Termination

     The Depositary shall, at the written direction of the Company, terminate
     the Agreement and this ADR by mailing notice of such termination to the
     Holders at least 30 days prior to the date fixed in such notice for such
     termination. The Depositary may terminate the Agreement, after giving
     notice to the Holders as set forth in the preceding sentence of this
     Section 13 at any time 45 days or more after the Depositary shall have
     delivered to the Company its written resignation, provided that no
     successor depositary shall have been appointed and accepted its appointment
     as provided in Section 11 before the end of such 45 days. After the date so
     fixed for termination, the Depositary and its agents shall perform no
     further acts under the Agreement and this ADR, except to advise Holders to
     such termination, receive and hold (or sell) distributions on Deposited
     Securities and deliver Deposited Securities being withdrawn together with
     any such distributions on Deposited Securities. As soon as practicable
     after the expiration of one year from the date so fixed for termination,
     the Depositary shall, to the extent practicable, sell the Deposited
     Securities and shall thereafter (as long as it may lawfully do so) hold the
     net proceeds of such sales, together with any other cash then held by it
     under the Agreement, without liability for interest, for the pro rata
     benefit of the Holders of ADRs not theretofore surrendered. After making
     such sale, the Depositary shall be discharged from all obligations in
     respect of the Agreement and this ADR, except to account for such net
     proceeds and other cash and its indemnification obligations to the Company.
     After the date so fixed for

                                      A-8
<PAGE>

     termination, the Company shall be discharged from all obligations under the
     Agreement except for its indemnification and payment obligations to the
     Depositary.

     11.  Surrender of Receipts and Withdrawal of Securities

     Upon surrender, at the Principal Office of the Depositary, of ADSs for the
     purpose of withdrawal of the Deposited Securities represented thereby, and
     upon payment of (i) the fees and charges of the Depositary for the making
     of withdrawals of Deposited Securities and cancellation of ADRs (as set
     forth in Exhibit B) and (ii) all applicable taxes and governmental charges
     payable in connection with such surrender and withdrawal, including any
     applicable Irish stamp duty, and subject to the terms and conditions of
     this Agreement, the Articles of Association, and any other provisions of or
     governing the Deposited Securities and other applicable laws, the Holder of
     such ADSs shall be entitled to Delivery, to him or upon his order, of the
     Deposited Securities at the time represented by the ADSs so surrendered.
     ADSs may be surrendered for the purpose of withdrawing Deposited Securities
     by delivery of an ADR evidencing such ADSs (if held in certificated form)
     or by book-entry delivery of such ADSs to the Depositary.

     A Receipt surrendered for such purposes shall, if so required by the
     Depositary, be properly endorsed in blank or accompanied by proper
     instruments of transfer in blank, and if the Depositary so requires, the
     Holder thereof shall execute and deliver to the Depositary a written order
     directing the Depositary to cause the Deposited Securities being withdrawn
     to be delivered to or upon the written order of a person or persons
     designated in such order. Thereupon, the Depositary shall direct the
     Custodian to deliver (without unreasonable delay) at the designated office
     of the Custodian or through a book entry delivery of the Shares (in either
     case, subject to Section 5.6 of the Agreement, Exhibit B to the Agreement,
     and to the other terms and conditions of this Agreement, to the Articles of
     Association, to the provisions of or governing the Deposited Securities and
     to applicable laws, now or hereafter in effect) to or upon the written
     order of the person or persons designated in the order delivered to the
     Depositary as provided above, the Deposited Securities represented by such
     ADSs, together with any certificate or other proper documents of or
     relating to title of the Deposited Securities as may be legally required,
     as the case may be, to or for the account of such person.

     The Depositary may, in its discretion, refuse to accept for surrender a
     number of ADSs representing a number other than a whole number of Shares.
     In the case of surrender of an ADR evidencing a number of ADSs representing
     other than a whole number of Shares, the Depositary shall cause ownership
     of the appropriate whole number of Shares to be delivered in accordance
     with the terms hereof, and shall, at the discretion of the Depositary,
     either (i) issue and deliver to the person surrendering such Receipt a new
     Receipt evidencing ADSs representing any remaining fractional Share, or
     (ii) sell or cause to be sold the fractional Shares represented by the
     Receipt surrendered and remit the proceeds of such sale (net of (a)
     applicable fees and charges of, and expenses incurred by, the Depositary
     and (b) taxes withheld) to the person surrendering the Receipt.

     At the request, risk and expense of any Holder so surrendering an ADR, and
     for the account of such Holder, the Depositary shall direct the Custodian
     to forward (to the extent permitted by law) any cash or other property
     (other than securities) held in respect of, and any certificate or
     certificates and other proper documents of or relating to title to, the
     Deposited Securities represented by such ADR to the Depositary for delivery
     at the Principal Office of the Depositary, and for further delivery to such
     Holder. Such direction shall be given by letter or, at the request, risk
     and expense of such Holder, by cable, telex or facsimile transmission. Upon
     receipt by the Depositary, the Depositary may make delivery to such person
     or persons entitled thereto at the Principal Office of the Depositary of
     any dividends or cash distributions with respect to the Deposited
     Securities represented by such ADSs, or of any proceeds of sale of any
     dividends, distributions or rights, which may at the time be held by the
     Depositary.

                                      A-9
<PAGE>

     12. Limitations on Execution and Delivery, Transfer, Etc. of Receipts;
     Suspension of Delivery, Transfer, Etc.

     As a condition precedent to the execution and delivery, registration,
     registration of transfer, split-up, combination or surrender of any ADR,
     the delivery of any distribution thereon or withdrawal of any Deposited
     Securities, the Depositary or the Custodian may require (i) payment from
     the depositor of Shares or presenter of the ADR of a sum sufficient to
     reimburse it for any tax or other governmental charge, including any
     applicable Irish stamp duty, and any stock transfer or registration fee
     with respect thereto (including any such tax or charge and fee with respect
     to Shares being deposited or withdrawn) and payment of any applicable fees
     and charges of the Depositary as provided in Exhibit B to the Agreement,
     (ii) the production of proof satisfactory to it as to the identity and
     genuineness of any signature or any other matter contemplated by Section
     14.5 of the Agreement and (iii) compliance with (A) any laws or
     governmental regulations relating to the execution and delivery of ADRs or
     ADSs or to the withdrawal or delivery of Deposited Securities and (B) such
     reasonable regulations as the Depositary may establish consistent with the
     provisions of this Agreement and applicable law.

     The issuance of ADSs against deposits of Shares generally or against
     deposits of particular Shares may be suspended, or the issuance of ADSs
     against the deposit of particular Shares may be withheld, or the
     registration of transfer of ADRs in particular instances may be refused, or
     the registration of transfers of ADRs generally may be suspended, during
     any period when the transfer books of the Depositary are closed or if any
     such action is deemed necessary or advisable by the Depositary or the
     Company, in good faith, at any time or from time to time because of any
     requirement of law, any government or governmental body or commission or
     any securities exchange on which the Receipts or Shares are listed, or
     under any provision of this Agreement or provisions of, or governing, the
     Deposited Securities, or any meeting of shareholders of the Company or for
     any other reason, subject, in all cases, to Section 16 of the Agreement.

     13.  Proofs, Certificates and Other Information

     Any person presenting Shares for deposit, any Holder and any Beneficial
     Owner may be required, and every Holder and Beneficial Owner agrees, from
     time to time to provide to the Depositary or the Custodian such proof of
     citizenship or residence, taxpayer status, payment of all applicable taxes
     or other governmental charges, exchange control approval, legal or
     beneficial ownership of ADSs and Deposited Securities, compliance with
     applicable laws and the terms of this Agreement and the provisions of, or
     governing, the Deposited Securities or other information; to execute such
     certifications and to make such representations and warranties, and to
     provide such other information and documentation as the Depositary may deem
     necessary or proper or as the Company may reasonably require by written
     request to the Depositary consistent with its obligations hereunder. The
     Depositary and the Registrar, as applicable, may withhold the execution or
     delivery or registration of transfer of any Receipt or the distribution or
     sale of any dividend or distribution of rights or of the proceeds thereof,
     or to the extent not limited by the terms of Section 16 of the Agreement,
     the delivery of any Deposited Securities, until such proof or other
     information is filed or such certifications are executed, or such
     representations and warranties are made, or such other documentation or
     information provided, in each case to the Depositary's and the Company's
     satisfaction. The Depositary shall from time to time on the written request
     advise the Company of the availability of any such proofs, certificates or
     other information and shall, at the Company's sole expense, provide or
     otherwise make available copies thereof to the Company upon written request
     thereof by the Company, unless such disclosure is prohibited by law. Each
     Holder and Beneficial Owner agrees to provide any information requested by
     the Company or the Depositary pursuant to this paragraph. Nothing herein
     shall obligate the Depositary to (i) obtain any information for the Company
     if not provided by the Holders or Beneficial Owners or

                                      A-10
<PAGE>

     (ii) verify or vouch for the accuracy of the information so provided by the
     Holders or Beneficial Owners.

     14.  Indemnification by the Company

     The Company agrees to indemnify the Depositary against any loss, liability
     or expense (including reasonable fees and expenses of counsel) that may
     arise out of a (a) its acceptance and performance of its powers and duties
     in respect of this Agreement, except to the extent such loss, liability or
     expense (i) is due to the gross negligence or bad faith of the Depositary
     or its agents or (ii) arises out of a Pre-Release of an ADR and would not
     have arisen had such ADR not been the subject of a Pre-Release, or (b) any
     offer or sale of ADRs, ADSs, Shares or other Deposited Securities or any
     registration statement under the Securities Act in respect thereof, except
     to the extent such loss, liability or expense arises out of information (or
     omissions from such information) relating to the Depositary furnished in
     writing to the Company by the Depositary expressly for use in such
     registration statement.

     15.  Additional Information

     This Agreement, the Company's Articles of Association, and written
     communications from the Company that are received by the Custodian or the
     Depositary in accordance with Section 14.6 of the Agreement, are available
     for inspection by Holders at the Depositary's Office and the office of the
     Custodian during normal business hours on any Business Day. The Company is
     subject to the periodic reporting requirements of the Securities Exchange
     Act and accordingly files certain reports with the Commission. Such reports
     and documents may be inspected and copied at the public reference
     facilities maintained by the Commission located at the date of the
     Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
     20549.

     16.  Fees and Charges of the Depositary

     The fees and charges of the Depositary are set out in Exhibit B to the
     Agreement and are hereby incorporated by reference.



Dated:                                          DEUTSCHE BANK TRUST
                                                COMPANY AMERICAS as Depositary

                                                By:
                                                   -----------------------------

                                                   Vice President

                                      A-11
<PAGE>

                                    EXHIBIT B

                       FEES AND CHARGES OF THE DEPOSITARY

The Company, the Holders, the Beneficial Owners, and persons depositing Shares
or surrendering ADSs for cancellation and withdrawal of Deposited Securities
shall be required to pay to the Depositary the Depositary's fees and related
charges identified as payable by them respectively as set forth below.

The Depositary shall charge the following fees for the services performed under
the terms of the Agreement:

          (i)  to any person to whom ADSs are issued upon the deposit of Shares
               or to any person to whom a distribution is made in respect of ADS
               distributions pursuant to stock dividends or other free
               distributions of stock, bonus distributions, stock splits or
               other distributions (except where converted to cash), a fee not
               in excess of U.S.$5.00 per 100 ADSs (or fraction thereof) so
               issued under the terms of the Agreement to be determined by the
               Depositary;

          (ii) to any person surrendering ADSs for cancellation and withdrawal
               of Deposited Securities including, inter alia, cash distributions
               made pursuant to a cancellation or withdrawal, a fee not in
               excess of U.S.$5.00 per 100 ADSs (or fraction thereof) so
               surrendered;

         (iii) to any Holder of ADSs, a fee not in excess of U.S.$2.00 per 100
               ADS held for the distribution of cash proceeds, including cash
               dividends or sale of rights and other entitlements, not made
               pursuant to a cancellation or withdrawal;

          (iv) to any Holder of ADSs, a fee not in the excess of U.S.$5.00 per
               100 ADSs (or portion thereof) issued upon the exercise of rights.

In addition, Holders, Beneficial Owners, persons depositing Shares for deposit
and persons surrendering ADSs for cancellation and withdrawal of Deposited
Securities will be required to pay the following charges:

          (i)  taxes (including applicable interest and penalties) and other
               governmental charges;

          (ii) such registration fees as may from time to time be in effect for
               the registration of Shares or other Deposited Securities with the
               Foreign Registrar and applicable to transfers of Shares or other
               Deposited Securities to or from the name of the Custodian, the
               Depositary or any nominees upon the making of deposits and
               withdrawals, respectively;

         (iii) such cable, telex , facsimile and electronic transmission and
               delivery expenses as are expressly provided in the Agreement to
               be at the expense of the person depositing or withdrawing Shares
               or Holders and Beneficial Owners of ADSs;

          (iv) the expenses and charges incurred by the Depositary in the
               conversion of foreign currency;

          (v)  such fees and expenses as are incurred by the Depositary in
               connection with compliance with exchange control regulations and
               other regulatory requirements applicable to Shares, Deposited
               Securities, ADSs and ADRs;

                                      II-1
<PAGE>

          (vi) the fees and expenses incurred by the Depositary in connection
               with the delivery of Deposited Securities, including any fees of
               a central depository for securities in the local market, where
               applicable; and

         (vii) any additional fees, charges, costs or expenses that may be
               incurred by the Depositary or its agents, or the Custodian, or
               its agents from time to time.

Any other charges and expenses of the Depositary under the Agreement will be
paid by the Company upon agreement between the Depositary and the Company.

All fees and charges so payable may, at any time and from time to time, be
changed by agreement between the Depositary and the Company, but, in the case of
fees and charges payable by Holders and Beneficial Owners, only in the manner
contemplated in Section 12. The Depositary shall provide, without charge, a copy
of its latest fee schedule to anyone upon request.

The Depositary and the Company may reach separate agreement in relation to the
payment of any additional remuneration to the Depositary in respect of any
exceptional duties which the Depositary finds necessary or desirable and agreed
by both parties in the performance of its obligations hereunder and in respect
of the actual costs and expenses of the Depositary in respect of any notices
required to be given to the Holders in accordance with Section 14.6.

In connection with any payment by the Company to the Depositary:

          (i)  all fees, taxes, duties, charges, costs and expenses which are
               payable by the Company shall be paid or be procured to be paid by
               the Company (and any such amounts which are paid by the
               Depositary shall be reimbursed to the Depositary by the Company
               upon demand therefor); and

          (ii) such payment shall be subject to all necessary exchange control
               regulations, where applicable, and other consents and approvals
               having been obtained. The Company undertakes to use its
               reasonable endeavours to obtain all necessary approvals that are
               required to be obtained by it in this connection.

         (iii) the Depositary may request, in its sole but reasonable discretion
               after reasonable consultation with the Company, an opinion of
               counsel regarding New York law, the laws of Ireland, or the laws
               of any other applicable jurisdiction, to be furnished at the
               expense of the Company, if at any time it deems it necessary to
               seek such an opinion of counsel regarding the validity of any
               action to be taken or instructed to be taken under this
               Agreement.

The Company agrees to promptly pay to the Depositary such other fees and charges
and to reimburse the Depositary for such out-of-pocket expenses as the
Depositary and the Company may agree to in writing from time to time.
Responsibility for payment of such charges may at any time and from time to time
be changed by agreement between the Company and the Depositary.

All payments by the Company to the Depositary under this Exhibit B shall be paid
without set-off or counterclaim, and free and clear of and without deduction or
withholding for or on account of, any present or future taxes, levies, imports,
duties, fees, assessments or other charges of whatever nature, imposed by
Ireland or by any department, agency or other political subdivision or taxing
authority thereof or therein, and all interest, penalties or similar liabilities
with respect thereto.

The right of the Depositary to receive payment of fees, charges and expenses as
provided above shall survive the termination of this Agreement. As to any
Depositary, upon the resignation or removal of such Depositary as described in
Section 11 of the Agreement, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.

                                      II-2