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                                                              EXHIBIT 4.(c) (ii)









                             CONTRACT OF EMPLOYMENT


                                  MARTIN MALINA



                                 19TH JULY 2001













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                             CONTRACT OF EMPLOYMENT

                                    INCLUDING

                     STATEMENT OF PARTICULARS OF EMPLOYMENT
                   PURSUANT TO THE EMPLOYMENT RIGHTS ACT 1996


THE PARTIES

NAME AND ADDRESS OF EMPLOYER                         MADGE NETWORKS LIMITED
(the Company), whose registered address is           Wexham Springs
                                                     Framewood Road
                                                     Wexham
                                                     Berkshire SL3 6PJ
                                                     England

NAME AND ADDRESS OF EMPLOYEE                         MARTIN MALINA
(referred to in this contract as "you")              XXXXX



1.   POSITION

       Your initial position is Chief Executive of Madge Networks Ltd, although
       it is expected that you will be nominated to be Managing Director of
       Madge Networks N.V. and this contract should be read to cover both roles.
       You will report to Robert Madge, Chairman of Madge Networks N.V.

       You will be responsible both for operational management of Madge
       Networks, on a global basis, and also, in conjunction with the Senior
       Management team, the development and execution of a strategy that will
       deliver future growth in value for shareholders.

       In addition to your normal duties, the Company reserves the right within
       reason to require you to carry out other duties from time to time, or to
       perform duties for a Company in the Madge Group*.

* Throughout this Contract of Employment Madge Group means Madge Networks N.V.
and all its subsidiary or associated companies.

2.   COMMENCEMENT DATE

       The Commencement Date under this Contract of Employment is 19th July
       2001.

3.   SALARY AND PERFORMANCE

       Your salary of (pound)142,500 per annum will be paid by 12 monthly
       instalments in arrears. Salaries are paid on or before the 28th day of
       each month by credit transfer into your bank or building society account
       and are subject to deductions for taxation, National Insurance

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       or other matters as required by law or authorised by you. Your
       contribution to the Company's Pension Plan, if you decide to join, will
       also be deducted as appropriate.

       Salary reviews are discretionary and performance related and are
       dependent on an individual's performance in their role. Your salary will
       usually be reviewed on an annual basis. There will be a review of your
       salary and terms of employment at the end of October 2001. As you are
       aware this may result in changes to your existing terms including a
       possible reduction in your cash compensation.

       Following the review of your total compensation at the end of October
       2001 you may reasonably expect that a variable performance-based element
       shall be introduced as part of your overall compensation package. This
       element would be subject to periodic review thereafter in accordance with
       the Company's Performance Bonus Policy and / or business requirements.

       In accordance with the Employment Rights Act 1996 and, as agreed by you,
       the Company may make deductions from pay in respect of loans, advances,
       overpayments or outstanding Company credit card balances due to the
       Company and/or deductions made in respect of benefits under this
       agreement.

4.   EMPLOYEE BONUS SCHEME

       You shall be eligible to participate in certain performance bonus schemes
       that operate from time to time. A performance bonus scheme is not
       currently in force, therefore should a new scheme be implemented you
       would be notified of the scheme and associated performance objectives and
       criteria under separate cover.

       Schemes may be altered at the discretion of the Company and you will be
       subject to the prevailing rules in force. Any bonus payments are subject
       to deductions for taxation, National Insurance or other matters as
       required by law or authorised by you. You acknowledge that you have no
       right to receive a bonus and will not acquire such a right merely by
       virtue of having received one or more bonus payments during the course of
       your employment.

5.   COMPANY CAR / CAR ALLOWANCE

       You will be provided with a Company vehicle, appropriate to your status,
       for business and private use. The vehicle is provided subject to the
       rules of the Company's Car Policy which can change at the discretion of
       the Company, which do not form part of your Contract of Employment.

       Under the current Policy the Company will reimburse you for all
       reasonable servicing and maintenance costs, insurance premiums and the
       cost of the petrol that you purchase for authorised business use. You are
       required to maintain the car in good working condition at all times.
       Prior to allocation, where a car is available in the Company's pool, the
       Company reserves the right to issue this in the first instance. The
       individual will retain the vehicle until the end of its lease.

       Please refer to the Company's Car Policy for further information.

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       At all times, while using the Company vehicle you are expected to comply
       with road laws and Company Health and Safety rules.

       This is an assessable benefit according to Inland Revenue regulations.

       As an alternative to the Company provided car, you may opt to take a cash
       alternative of (pound)10,800 per annum. The car allowance is provided
       subject to the rules of the Company's Car Policy which can change at the
       discretion of the Company.

       Reimbursement for acceptable fuel expenses shall be made per existing
       arrangements. All claims for reimbursement of fuel expenses are subject
       to and should be made in accordance with the Company's Expenses Policy.

       The car allowance is payable by 12 monthly instalments in arrears, on or
       before the 28th day of each month by credit transfer into your bank or
       building society account. This allowance will be subject to deductions
       for taxation, National Insurance or other matters as required by law, but
       is not pensionable. It is an assessable benefit according to Inland
       Revenue regulations.

6.   PERFORMANCE APPRAISAL

       The Company operates a continuous performance appraisal system. You will
       be required to participate in the appraisal process which will include
       formulating agreed objectives for the performance of your duties.

7.   HOURS OF WORK

       The Company's normal working week is 40 hours per week, but in this
       position, you are required to work whatever hours are necessary to fulfil
       the requirements of your position.

8.   PLACE OF WORK

       Your normal place of work is at the Company central offices in Wexham
       Springs, Framewood Road, Wexham, Slough SL3 6PJ, England but you may be
       required to work elsewhere at such locations within the United Kingdom
       and in such places (whether in or outside the United Kingdom) and in such
       manner and on such occasions as the Company may reasonably determine from
       time to time, according to business needs.

9.   FINANCIAL ASSISTANCE AND TAX ADVICE

       The Company will provide you with financial assistance in respect of the
       following:

       You may claim up to fifty percent (50%) of your travel costs from Belgium
       to UK, to attend the Madge UK offices.

       The Company will reimburse up to fifty percent (50%) of the costs of a
       reasonable standard of accommodation located close to the Wexham Springs
       offices.

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       All claims must be supported by receipts and will not exceed a maximum
       limit of (pound)1,000 per month. The Company will account to the Inland
       Revenue if there is any tax due.

       You are also eligible to receive reasonable independent tax advice in
       respect of your Belgian and UK tax matters. The Company shall meet
       appropriate costs in respect of this tax advice up to a maximum of
       (pound)2000 annually. The Company is not responsible for the substance of
       the tax advice provided to you under this arrangement, nor for the
       outcomes in which this advice results.

       These financial assistance and tax advice arrangements are subject to
       regular review and shall next be reviewed in October 2001.

       You acknowledge that you have no right to receive financial assistance or
       tax advice automatically on an on-going basis and you will not acquire
       such a right merely by virtue of having received one or more payments /
       tax advice during the course of your employment.

10.  HOLIDAYS

       The Company's holiday year is the calendar year (1st January to 31st
       December).

       You are entitled to 23 days' holiday with pay in every calendar year
       (exclusive of bank and public holidays). Your holiday entitlement for
       2001 is 11 days. Holidays may only be taken at times agreed in advance in
       writing with your manager.

       At the end of your employment, your holiday entitlement for the last year
       you work will be accrued on a pro rata basis for each complete week of
       service in that holiday year. Deductions will be made from your salary
       for any holidays taken in excess of your entitlement.

       When you leave the Company, the Company may at its discretion:-

       (a) require you to take during your notice period any holiday entitlement
       which will have accrued by the date of the termination of your employment
       but which has not been taken; or

       (b) pay you in lieu of holiday accrued but not taken by the date of
       termination of your employment. (No payment in lieu will be made where
       your employment is terminated by the Company for gross misconduct).

       Any days you may have pre-booked for holiday for 2001 will be honoured
       but will not be fully paid if the leave exceeds your pro-rata entitlement
       for your first year of employment with the Company. A maximum of 5 days
       holiday remaining at the end of any holiday year may be carried forward
       into the next year.

       Three (3) days of your annual holiday entitlement is required to be taken
       at Christmas, unless you are directly involved in year-end activity or
       required to carry out work to meet the business needs.

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11.  SICKNESS

       The Company will pay for absences due to sickness or injury at your basic
       salary (less any state benefits whether claimed or not) for a maximum
       aggregate period of absence of 26 weeks in any 12 calendar month period,
       such payments would be made at the Company's sole discretion and subject
       to satisfactory medical evidence. Any absences for further periods will
       be remunerated at the sole discretion of the Company. You should exercise
       reasonable diligence to inform the Company if away due to ill health, and
       a doctor's certificate must be provided for absences in excess of seven
       (7) days.

       If the sickness, injury or accident is caused by the act or omission of a
       third party you must, at the Company's request, include in any claim for
       damages against such third party a claim in respect of monies paid by the
       Company under this clause 7 and must refund to the Company any damages
       recovered.

12.  STOCK PLAN (SHARES)

       New Hire
       You will be eligible to participate in the Madge N.V. Stock 1993 Plan,
       and subject to the rules of the scheme, a copy of which is available upon
       request. It will be recommended to the Supervisory Board that you be
       granted an option to purchase a significant number of shares which will
       vest (become exercisable) rateably over four years, subject to one year
       cliff vesting of the first 25% of the grant. The proposed options will be
       granted, if approved by the Supervisory Board, on 1st November 2001. The
       exercise price of the option will be the fair market value of Madge
       Networks N.V. Common Shares as determined under the Plan on 1st November
       2001.

       Further details of the proposed grant are being provided to you under
       separate cover.

       Stock Purchase Plan
       You will be eligible to participate in the Company's 1993 Employee Stock
       Purchase Plan. The purpose of the Plan is to enable you to purchase
       Common Stock of the Company through payroll deductions.

       The Company reserves the right to amend or terminate the above mentioned
       plans at any time, with or without replacement. Participation in each
       case is subject to the rules of the above-mentioned plans, copies of
       which are available upon request.

       Each of the plans and schemes above may be subject to deductions for
       taxation, National Insurance or other matters as required by law,
       including benefit in kind.

13.  INSURANCES

       You will be eligible to become a member of the following schemes:-

       1. Life Assurance scheme - under which a lump sum benefit will be payable
       should you die during your employment; the benefit is equal to four times
       your basic annual salary at your death, but basic annual salary for this
       purpose shall not exceed the maximum allowed by the Inland Revenue.

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       Supplementary `unapproved' life cover is also available to certain
       employees who's earnings are in excess of the Inland Revenue limits in
       the form of an individual policy that is facilitated by the Company. You
       may elect to apply for this additional life cover. Cover is subject to
       the terms and conditions defined by the insurer and as such you may be
       required to attend for a medical as part of the underwriting process.

       2. Long-term disability insurance scheme - you will be included in the
       Company's Income Protection Insurance Scheme which, subject to the claim
       being accepted by the insurer, will provide you with an income should you
       be absent from work for more than 26 continuous weeks due to illness or
       disablement.

       3. Medical insurance scheme - the Company will provide health cover for
       you and your family under the current scheme which is with Western
       Provident Association (WPA). This is subject to your compliance with and
       satisfaction of the applicable requirements of such a scheme.


       4.  Business travel and personal accident insurance scheme.

       Benefits under any insurance scheme mentioned above will be subject to
       the rules of the scheme and the terms of any applicable insurance policy.
       These are conditional on your complying with and satisfying any
       requirements of the insurers. Whilst the Company shall use reasonable
       endeavours to ensure that it receives payment of the benefit from the
       insurance provider, the Company shall not be liable to pay any benefit to
       you under any insurance scheme unless it receives payment of the benefit
       from the insurance provider of the scheme. Copies of the schemes can be
       requested from the Human Resources department.

       Each of the plans and schemes above may be subject to deductions for
       taxation, National Insurance or other matters as required by law,
       including benefit in-kind.

       The Company has the right to alter, without notice, the cover provided or
       any term of the scheme or plan mentioned above, or to cease to provide
       the scheme (without replacement) at any time including when and if your
       state of health is or becomes such that the Company is unable to insure
       the benefits under the scheme at the normal premiums applicable to a
       person of your age.

14.  PENSION

       The Company operates a pension scheme and will contribute an amount equal
       to 12% of your basic salary, subject to any applicable Inland Revenue
       limits, to either this scheme or an approved pension scheme of your
       choice.

15.  NOTICE

       The Company will provide you with 6 months' notice in writing of the
       termination of your employment and you are required to give the Company 6
       months notice in writing to terminate your employment.

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       If either party gives notice to terminate your employment, the Company
       may, at its discretion, elect to make a payment of your basic salary in
       lieu of any period of notice. You shall not be entitled to any
       Bonus/Commission payment following notice of termination of your
       employment.

       The above is subject to the Company's right to terminate your employment
       at any time without notice for gross misconduct.

       On termination of your employment you must immediately return to the
       Company all items of property belonging to the Company in your possession
       or under your control.

16.  SUSPENSION FROM DUTIES

       The Company has the right at any time including, without limitation,
       during a period of notice (whether the notice was given by you or the
       Company) to suspend you from the performance of your duties and powers.
       This will be for such period as it considers appropriate, and may include
       a requirement that you will not attend the Company's premises and will
       not work for any other person.

       In addition, the Company may during the whole or part of a period of
       suspension require you to carry out modified duties, including duties
       which do not involve any contact with the Company's clients.

       During any period of suspension you shall be entitled to receive your
       full salary and any other benefits to which you are entitled.

17.  DISCIPLINARY AND GRIEVANCE PROCEDURE

       If you have a grievance of any nature in connection with this Contract or
       your employment generally or any disciplinary issues, please contact the
       Managing Director or Supervisory Board of Madge Networks N.V.

       The Company's grievance and disciplinary procedures are available from
       the Human Resources Department, however the Managing Director may take
       action independent of these procedures.

       These rules do not form part of the Contract of Employment and may be
       amended by the Company from time to time at its absolute discretion.

18.  CONFIDENTIAL INFORMATION

       The Company observes strict rules regarding the confidentiality of
       information, and breaching these rules would commercially damage the
       Company.

       For this reason, except in the proper performance of your duties, you
       will not either during your employment or at any time afterwards use or
       communicate to any person, and during your employment you will use your
       best endeavours to prevent the disclosure of, any information of a
       confidential nature concerning:
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       (a) the business of the Company or any Company in the Madge Group which
       comes to your knowledge during the course of or in connection with your
       employment or your holding any office within the Madge Group from any
       source within the Company or any company in the Madge Group; or

       (b) concerning the business of any person having dealings with the
       Company or any Company in the Madge Group and which is obtained directly
       or indirectly in circumstances in which the Company or any Company in the
       Madge Group is subject to a duty of confidentiality in relation to that
       information.

       This may include information concerning employees, policy, organisation,
       trade secrets, dealings, transactions and affairs of the Company,
       research and development of new products, scientific or technical test
       results, processes, Company future plans, staffing, information
       concerning Company customers and suppliers (whether past, present or
       potential), the terms upon which the Company or any associated Company
       undertakes or any other information of the Company which is not in the
       public domain.

       The duty of confidentiality clause continues to apply after the
       termination of your employment.

       You will promptly, whenever requested by the Company and in any event
       upon the termination of your employment with the Company, deliver up to
       the Company all correspondence and all other documents, papers and
       records, hardware and software, which may have been prepared by you or
       have come into your possession in the course of your employment with the
       Company (except for any such documents which may be considered by the
       Company to be in the public domain), and all electronic equipment,
       computer software or hardware and other property used in connection with
       the operations of the Company or any subsidiary Company, and you may not
       retain any copies. Title to and copyright in such correspondence and
       other documents, papers, records and property shall vest in the Company.

19.  INTELLECTUAL PROPERTY

       You will promptly disclose to the Company any invention, development,
       discovery, improvement, new software or source code or design made by you
       whether alone or with others during the performance of your duties as an
       employee whether or not the same is capable of protection as intellectual
       property by patent, copyright, design right, as a trade mark or by other
       means and you shall not use, disclose to any person or exploit the same
       without the express prior written consent of the Company.

       Subject to the provisions of the Patents Act 1977, your entire interest
       in any Intellectual Property Right (defined below) shall, as between you
       and the Company, become the property of the Company as absolute
       beneficial owner without any payment to you for it.

       (1) You shall, at the request and expense of the Company, execute such
       documents and do such other acts and things as may be necessary to enable
       the Company to obtain protection of any Intellectual Property Right and
       to enable the Company to exploit any Intellectual Property Right.

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       (2) You hereby waive all of your moral rights (as defined in the
       Copyright Designs and Patents Act 1988) in respect of any act of the
       Company or one with the Company's authority in relation to any
       Intellectual Property Right.

       (3) In this clause "Intellectual Property Right" means any formula,
       process, invention, improvement model, trademark, service mark, business
       name, design right, patent, know-how, trade secret, copyright and all
       other intellectual property rights of any nature whatsoever (whether
       registered or unregistered and including applications and rights to apply
       for any of the same) invented, developed, created or acquired by you in
       the course of your employment with the Company or any Group Company
       including without limitation all rights in any software, hardware,
       written material or other item created, designed, developed or written by
       you in the course of your employment with the Company or any group
       Company.

20.  NON COMPETITION

       You covenant with the Company and the Group that you will not (directly
       or indirectly) on your own account or on behalf of or in conjunction with
       any person for a period of 6 months ("Restricted Period") after the
       Termination Date:

       (1) be concerned with any business which is carried on in the United
       Kingdom or any other country in which you were employed or for which you
       had responsibility during the 6 months ending on the Termination Date
       which is competitive or likely to be competitive with any business
       carried on at the Termination Date by the Company or any Group Company
       and with which you were actively involved during your employment during
       the 6 months ending on the Termination Date.

       (2) deal with or canvass or solicit business from, for goods of similar
       type to those being manufactured or dealt in by the Company or any Group
       Company at the Termination Date, and with which you were actively
       involved in the course of your employment during the 6 months ending on
       the Termination Date to any person who has been at any time during the 6
       months ending on the Termination Date a customer of the Company or any
       Group Company and with whom you were actively involved in the course of
       your employment during the 6 months period;

       (3) induce or attempt to induce any Company employee who directly
       reported to you or held a position at senior management level (Grade H or
       above) who is engaged in any business or activity carried on by the
       Company at the Termination Date, and with whom you had material dealings
       in the course of your employment during the six months ending on the
       Termination Date, to leave the employment of the Company (whether or not
       this would be a breach of contract by the employee).

       You acknowledge that the provisions of this clause are no more extensive
       than is reasonable to protect the Company and the Group.

       In this clause:

       (a) "Termination Date" means the date on which your employment is
       terminated

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       (b)  "person" includes any company, firm, organisation or other entity

       (c) "Restricted Period" means the period of 6 months following the
       Termination Date. If the Company requires you not to perform any of your
       duties and/or excludes you from the Company's premises ("garden leave")
       as set out in the Suspension from Duties clause above, for some or all of
       any period of notice, the Restricted Period shall be reduced by the
       length of the garden leave served prior to the Termination Date.

       Each of the restrictions in each paragraph or sub-clause above shall be
       enforceable independently of each of the others and its validity shall
       not be affected if any of the others is invalid. If any of those
       restrictions is void but would be valid if some part of the restriction
       were deleted the restriction in question shall apply with such
       modification as may be necessary to make it valid.

21.  COLLECTIVE AGREEMENT

       There are no collective agreements which affect the terms and conditions
       of your employment.

22.  TRAVEL AND WORKING OVERSEAS

       You may be required to travel in the UK or overseas from time to time.
       Reasonable expenses will be reimbursed for such travel in accordance with
       the Company Expenses policy.

23.  GENERAL

       The Company operates a Policy of No Smoking on the Company premises.

24.  WARRANTY

       In entering into this agreement, you undertake that you are not in breach
       of any other employment agreement (for example, contract with a former
       employer) or of any other obligations binding on you which may affect
       your ability to perform services under this agreement (for example,
       requirement for a work permit).

       This agreement shall operate in substitution for any terms of service
       previously in force (whether written or oral) between you and the Company
       or between you and any former employer and you acknowledge and warrant
       that there are no agreements or arrangements whether written, oral or
       implied between you and the Company relating to your employment, other
       than those expressly set out or referred to in this Agreement and that
       you are not entering into this Agreement in reliance on any
       representation not expressly set out herein.

       Your signature below will confirm your agreement to the terms set out
       above.

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         /s/ Rachael Roberts                                /s/ Martin Malina
         ---------------------------                        -------------------
         RACHAEL ROBERTS                                    MARTIN MALINA
         WORLD-WIDE REWARDS & BENEFITS MANAGER


         DATE:    19th July 2001                            DATE: 19th July 2001




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