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                                                                    EXHIBIT 4.12

                  IONA TECHNOLOGIES PLC NON-EXECUTIVE DIRECTORS
                             CHANGE IN CONTROL PLAN

                        EFFECTIVE AS OF FEBRUARY 28, 2003

I.    PURPOSE.

      This IONA Technologies PLC Non-Executive Directors Change in Control Plan
(the "Plan") is intended to (a) provide sufficient compensation to Non-Executive
Directors for the additional services they will be required to provide in their
respective capacities as members of the Board in connection with a Change in
Control; (b) more closely align the interests of Non-Executive Directors with
those of shareholders of the Company with respect to any Change in Control that
may benefit the shareholders; (c) induce the Company's Non-Executive Directors
who have significantly contributed to the Company's business, growth and
financial strength, to continue to serve on the Board; and (d) more fully enable
the Board to evaluate any Change in Control transaction objectively.

II.   CERTAIN DEFINITIONS.

      As used in this Plan, the following terms shall have the meanings set
forth herein:

      A.    "Board" shall mean the Board of Directors of the Company (as
hereinafter defined).

      B.    "Change in Control" shall mean the occurrence of any one or more of
the following events:

            (i)   The Company is merged or consolidated or reorganized into or
                  with another corporation or other legal person, and as a
                  result of such merger, consolidation or reorganization less
                  than fifty percent (50%) of the combined voting power of the
                  then-outstanding securities of such surviving, resulting or
                  reorganized corporation or person immediately after such
                  transaction is held in the aggregate by the holders of the
                  then-outstanding securities entitled to vote generally in the
                  election of directors of the Company ("Voting Stock")
                  immediately prior to such transaction;

            (ii)  The Company sells or otherwise transfers all or substantially
                  all of its assets to any other corporation or other legal
                  person, and as a result of such sale or transfer less than
                  fifty percent (50%) of the combined voting power of the
                  then-outstanding securities of such corporation or person
                  immediately after such sale or transfer is held in the
                  aggregate by the holders of Voting Stock of the Company
                  immediately prior to such sale or transfer;
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            (iii) Any corporation or other legal person, pursuant to a tender
                  offer, exchange offer, purchase of stock (whether in a market
                  transaction or otherwise) or other transaction or event
                  acquires securities representing 30% or more of the Voting
                  Stock of the Company, or there is a report filed on Schedule
                  13D or Schedule 14D-1 (or any successor schedule, form or
                  report), each as promulgated pursuant to the U.S. Securities
                  Exchange Act of 1934, as amended (the "Exchange Act"),
                  disclosing that any "person" (as such term is used in Section
                  13(d)(3) or Section 14(d)(2) of the Exchange Act) has become
                  the "beneficial owner" (as such term is used in Rule 13d-3
                  under the Exchange Act) of securities representing 30% or more
                  of the Voting Stock of the Company;

            (iv)  The Company files a report or proxy statement with the
                  Securities and Exchange Commission pursuant to the Exchange
                  Act disclosing under or in response to Form 6-K, 8-K or
                  Schedule 14A (or any successor schedule, form or report or
                  item therein) that a change in control of the Company has
                  occurred; or

            (v)   If during any period of two consecutive years, individuals who
                  at the beginning of any such period constitute the Board cease
                  for any reason to constitute at least a majority thereof,
                  unless the election, or the nomination for election by the
                  Company's stockholders, of each director of the Company first
                  elected during such period was approved by a vote of at least
                  a majority of the directors then still in office who were
                  directors of the Company at the beginning of any such period;

provided, however, that a "Change in Control" shall not be deemed to have
occurred for purposes of this Plan solely because (i) the Company, (ii) an
entity in which the Company directly or indirectly beneficially owns 50% or more
of the Voting Stock, or (iii) any Company-sponsored employee stock ownership
plan or any other employee benefit plan of the Company either files or becomes
obligated to file a report or a proxy statement under or in response to Schedule
13D, Schedule 14D-1, Form 6-K, 8-K or Schedule 14A (or any successor schedule,
form or report) under the Exchange Act, disclosing beneficial ownership by it of
shares of Voting Stock or because the Company reports that a change in control
of the Company has occurred by reason of such beneficial ownership.

      C.    "Change in Control Agreement" shall mean any Change in Control
Agreement entered into by and among the Company, IONA Technologies, Inc. ("IONA,
Inc.") and any officer of the Company on or after the date hereof, which form of
such agreement was approved by the Board on February 28, 2003.

      D.    "Company" shall mean IONA Technologies PLC and its Successors (as
hereinafter defined) and assigns.
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      E.    "Fees" shall mean the maximum aggregate fees that a Non-Executive
Director is eligible to receive with respect to services rendered in his or her
capacity as a member of the Board or any committee thereof either in the
calendar year in which a Change in Control occurs or the calendar year prior
thereto, whichever aggregate amount is higher (in either case, determined as if
the Non-Executive Director continues to serve on the Board through such entire
calendar year), for (i) service on the Board; (ii) attendance at Board meetings;
(iii) service as Chairman of the Board; (iv) attendance at committee meetings of
the Board on which committee(s) the Non-Executive Director serves; (v) service
as chairman of a committee of the Board at committee meetings for which the
Non-Executive Director serves as chairman; and (vi) any other fees that a
Non-Executive Director is eligible to receive in connection with his or her
service on the Board or any committee thereof.

      F.    "Non-Executive Director" shall mean any individual who (a) serves on
the Board, including the Chairman of the Board; (b) is not an employee of the
Company or any of its subsidiaries; (c) is not designated by the Board as an
executive officer of the Company pursuant to Section 16 of the U.S. Securities
Exchange Act; and (d) is not a party to a Change in Control Agreement.

      G.    "Stock Plans" shall mean the IONA Technologies PLC 1997 Share Option
Scheme, the IONA Technologies Limited Executive Share Option Scheme, and any
other stock or stock option plans established and maintained by the Company from
time to time and pursuant to which a Non-Executive Director holds any options,
stock, awards and/or purchase rights, each as may be or may have been amended,
but excluding the 1997 Director Share Option Scheme, the IONA Technologies PLC
1999 Employee Stock Purchase Plan and any other plan adopted by the Company or
any of its subsidiaries pursuant to Section 423 of the United States Internal
Revenue Code of 1986, as amended (the "Code").

      H.    "Successor" shall mean any successor to the Company (whether direct
or indirect, by Change in Control, operation of law or otherwise), including but
not limited to any successor (whether direct or indirect, by Change in Control,
operation of law or otherwise) to, or ultimate parent entity of any successor
to, the Company.

III.  ELIGIBILITY.

      A Non-Executive Director shall be eligible under the Plan for the duration
that (A) such individual meets the qualifications set forth in Section II.F
hereof and (B) the Plan remains in effect.

IV.   ADDITIONAL BOARD SERVICE COMPENSATION.

      In the event of the first Change in Control, if any, to occur while this
Plan is in effect, then in consideration of the additional services to be
rendered in his or her capacity as a member of the Board related to evaluation
of a potential Change in Control, each eligible Non-Executive Director shall be
entitled to the following:
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      A.    Any unvested stock, stock options, awards and rights granted to each
such Non-Executive Director pursuant to (1) the 1997 Director Share Option
Scheme, as it may be or may have been amended, shall become fully vested and
exercisable in accordance with the terms of such Scheme; and (2) any Stock Plans
shall immediately become fully vested and exercisable as of the effective date
of such Change in Control.

      B.    Each eligible Non-Executive Director shall be entitled to receive a
payment in an amount equal to the Fees, multiplied by two (2) (the "Additional
Board Service Fee," together with the benefits set forth in Section IV.A, the
"Additional Board Service Compensation"). Payment of the Additional Board
Service Fee shall be made, at the Non-Executive Director's election, in either a
lump sum payment on the effective date of the Change in Control or any other
date designated by the Non-Executive Director, or in monthly, ratable payments
over the twenty-four month period following such effective date.

      C.    The Additional Board Service Compensation set forth in this Section
IV shall be subject to any applicable federal, state, local, or foreign taxes or
withholdings.

V.    CONDITION OF ADDITIONAL BOARD SERVICE FEE.

      A Non-Executive Director will not be eligible for any Additional Board
Service Fee unless the Non-Executive Director executes a general mutual release
agreement, in a form and of a scope reasonably acceptable to the Company and the
Non-Executive Director.

VI.   ENTIRE PLAN.

      This Plan expressly supersedes, cancels and renders null and void any
plans, policies, practices, agreements or arrangements concerning any change in
control or severance payments or benefits that may have been proposed, offered,
discussed, agreed upon, approved, contemplated or in effect, by or between the
Company and any Non-Executive Director(s) solely in their capacity as such at
any time prior to the date hereof.

VII.  CERTAIN REDUCTION OF PAYMENTS.

      If (A) (i) the Additional Board Service Compensation set forth in Section
IV, and/or (ii) any payment or benefit received or to be received by a
Non-Executive Director pursuant to any other plan, arrangement or agreement
(such payments or benefits together with the Additional Board Service
Compensation, the "Total Payments") would constitute (in whole or in part) an
"excess parachute payment" within the meaning of Section 280G(b) of the Code and
(B) such Non-Executive Director would retain more of the Total Payments (after
the payment of applicable tax liabilities imposed on the Total Payments) in the
event that the Cap (defined below) is imposed, then the amount of the Total
Payments shall be reduced until the aggregate "present value" (as that term is
defined in Section 280G(d)(4) of the Code using the applicable federal rate in
effect on the date hereof) of the Total Payments is such that no part of the
Total Payments constitutes an "excess parachute payment" within the meaning of
Section 280G(b) of the Code (the "Cap").
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VIII. MISCELLANEOUS.

      A.    Right to Modify/Terminate. The Board, in its sole discretion and
            upon its action, may modify or terminate this Plan at any time prior
            to the first Change in Control to occur after the date hereof. The
            Board may modify or terminate this Plan upon or after the first
            Change in Control only upon the prior written consent of all
            individuals who were Non-Executive Directors immediately prior to
            such Change in Control, who are eligible under the Plan as of the
            time of the proposed modification or termination, and who may be
            adversely affected by any such modification or termination.

      B.    Severability/Reformation. If any provision of this Plan or the
            application of any provision hereof to any person or circumstances
            is held invalid, unenforceable or otherwise illegal, the remainder
            of this Plan and the application of such provision to any other
            person or circumstances shall not be affected, and the provision so
            held to be invalid, unenforceable or otherwise illegal shall be
            reformed to the extent (and only to the extent) necessary to make it
            enforceable, valid and legal. The language of all parts of this Plan
            shall in all cases be construed as a whole according to its fair
            meaning and not strictly for or against any party.

      C.    Plan in Effect. The Plan shall be effective as of the date hereof
            and shall remain in effect until the tenth day following the
            two-year anniversary of the first Change in Control to occur after
            the date hereof, unless terminated earlier under Section VIII.A
            hereof; provided, however, that the Plan shall in any event remain
            in effect for so long as is necessary to ensure full compliance by
            the Company with the obligations hereunder.

      D.    Governing Law. This Plan and any claims arising out of it shall be
            governed by and construed in accordance with the laws of the
            Commonwealth of Massachusetts and shall in all respects be
            interpreted, enforced and governed under the internal and domestic
            laws of such state, without giving effect to the principles of
            conflicts of laws of such state. Moreover, the Company and the
            Non-Executive Directors hereby irrevocably submit to the exclusive
            jurisdiction of the state or federal courts of Massachusetts with
            respect to any claims arising out of or in connection with this Plan
            and agree not to commence any such claims or actions other than in
            such courts.

      E.    Successors and Assigns. The Board will require any assignee of the
            Company, and any Successor in any consensual transaction, expressly
            to assume this Plan and to agree to perform hereunder in the same
            manner and to the same extent that would have been required had no
            such succession or assignment had taken place. Regardless of whether
            such an agreement is executed, this Plan shall inure to the benefit
            of, and be binding upon, the Company's Successors and assigns and
            the respective heirs, estate, legatees, executors, administrators,
            and legal representatives of each Non-Executive Director.
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      F.    Binding Effect. Subject to Section VIII.A, in addition to the other
            provisions herein and for avoidance of any doubt, each Non-Executive
            Director shall be entitled to rely upon this Plan and to enforce
            this Plan against the Company and, upon following any one or more
            Change in Control, against each and every Successor. Without
            limiting the generality of the foregoing, each Non-Executive
            Director shall be a third-party beneficiary hereto and shall have
            the right to enforce this Plan upon and following a Change in
            Control, in law, as a contract, benefit plan and otherwise, as well
            as in equity. Moreover, the prevailing party in any action arising
            out of or in connection with this Plan shall be entitled to payment,
            by the other party, of the prevailing party's reasonable expenses
            and attorneys' fees incurred in connection with such action.

      G.    No Mitigation. All Additional Board Service Fees shall be liquidated
            damages, and no Non-Executive Director shall be required to mitigate
            the amount of any Additional Board Service Fees, nor shall any
            profits, fees, income, earnings or other benefits from any source
            whatsoever create any mitigation, offset, reduction or any other
            obligation on the part of Non-Executive Director hereunder or
            otherwise.

      H.    Exclusive Remedy. Except as expressly set forth herein or otherwise
            required by law, Non-Executive Directors shall not be entitled to
            any fees, compensation, benefits, or other payments from the Company
            as a result of or in connection with a Change in Control.

      I.    Section Headings. The descriptive section headings herein have been
            inserted for convenience only and shall not be deemed to define,
            limit, or otherwise affect the construction of any provision hereof.