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                                                               Exhibit 4.(a)(vi)

                                MASTER AGREEMENT



AGREEMENT made this 12th day of April, 2000 by and between Madge.connect
Holdings B.V., a corporation incorporated under the laws of The Netherlands,
with a place of business at Wexham Springs, Framewood Road, Wexham, Slough, SL3
6PJ, England on behalf of itself and its Affiliates (collectively "Madge"), and
Vital Network Services LLC, a limited liability company organized under the laws
of the State of Delaware, USA, with principal offices located at 6 Rubber
Avenue, Naugatuck, CT 06770 USA ("Vital").



WHEREAS, Madge markets certain Token Ring and ATM equipment (the "Products, as
defined below) and related services to customers worldwide, and in connection
therewith offers on-site installation, maintenance and value-add services to
such customers;



WHEREAS, Vital provides on-site installation, maintenance and value-add
servicing of communications equipment worldwide and has a worldwide
infrastructure to perform on-site installation, maintenance and value-added
services; and



WHEREAS, Madge and Vital now desire to enter into an agreement whereby Madge
will outsource its Products technical support operations comprised of (i)
central support, (ii) EMEA customer support, (iii) Product training and (iv)
personnel to Vital, and Vital, as an independent contractor, will operate the
Service Business in the name of Vital and for the benefit of Vital.



NOW, THEREFORE, in consideration of the mutual promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:



1.0 DEFINITIONS AND SCHEDULES



1.1 "Affiliate" means those corporations, companies or other entities directly
or indirectly controlled by a party hereto. "Control" means ownership or control
of more than fifty percent (50%) of the outstanding shares or securities
(representing the right to vote for the election of directors or other managing
authority) of an entity. Such entities shall be deemed to be Affiliates only so
long as such ownership or control exists. Each party shall be responsible for
the acts and omissions of its Affiliates hereunder.



1.2 "Competitor" means Cisco, IBM, 3Com, Nortel Networks, Fore and Intel and if
this Agreement is modified to add a new Madge product line to the list of
Products to be covered by this Agreement, Madge reserves the right to reasonably
extend this list of Competitors upon written notice to Vital.



1.2A "OEM Contracts" means all forms of agreement between Madge and third
parties, whereby Madge has agreed to supply certain Products to such third
parties and provide related technical support. A listing of all OEM Contracts
hereunder and the related Products for each OEM Contract are set forth in
Schedule 10. Vital's obligations hereunder with regard to any OEM Contract shall
only extend to the specific Product(s) identified in Schedule 10 for such OEM
Contract.


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1.3 "Office Hours" means 9am to 5pm in UK and East Coast USA.



1.4 "Product(s)" means those Madge products to be Serviced by Vital hereunder
and are set forth in Schedule 1.



1.5 "Service(s) (d)" means any or all of Free of Charge Services, Transition
Services, Contract Services (as such terms are defined in Section 3.0 below),
after-sales installation, maintenance, customer technical support, product
training and all forms of related value-added and professional services relating
to the Products and provided to Madge customers world wide; the business of
which is referred to as the "Service Business"



1.6 "Service Business Contracts" means all form of written agreement between
Madge and a third party with regard to the provision of Services by Madge for
the Products. This also includes all Service Contracts sold by Madge to its
channel partners, some of which have been sold on by the channel to customers
and some which have not. A listing of the Service Business Contracts is set
forth in Schedule 5.



1.7 "Telephone Technical Support" means the management, investigation,
escalation and resolution of technical issues reported via telephone, fax, email
or via the web and carried out as per the escalations procedures set forth in
Schedule 8 hereto. This to be provided during Office Hours.



1.8 "Transferred Employees" means those Madge employees in the Service Business
who are transferred to Vital hereunder. A listing of Transferred Employees is
set forth in Schedule 2.



1.9 The following Schedules are attached hereto, an integral part of this
Agreement and incorporated by this reference:



      Schedule 1 -      Listing of Products

      Schedule 2 -      Transferred Employees

      Schedule 3 -      Vital Performance Requirements and Measurement

      Schedule 4 -      Service Business Equipment to be Transferred to Vital
                        (Madge and Non-Madge Service Business Equipment)

      Schedule 5 -      Listing of Service Business Contracts

      Schedule 6 -      Assets to be Sold to Vital.

      Schedule 7 -      Transition Schedule

      Schedule 8 -      Escalation and RMA Procedures

      Schedule 9 -      Madge Authorised Service Partners and Relevant
                        Commission Agents

      Schedule 10 -     OEM Contracts

      Schedule 11 -     Key Account Customers, Tier 1 Resellers and Key WAVE
                        Accounts


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   Exception Schedules:



      Schedule 5.3 - Litigation

      Schedule 5.6 - Changes in Terms of Employment

      Schedule 5.8 - Changes to Service Business Contracts



1.10 The introductory Whereas and related clauses above are an integral part of
this Agreement as if fully set forth in the body hereto.





2.0 TERM



2.1 This Agreement shall remain in full force and effect for an initial term of
five (5) years from the Closing Date (as defined in Section 4) unless terminated
earlier pursuant to Section 21. This Agreement shall automatically renew for an
additional term of 5 years unless either party gives ninety (90) days written
notice of its intention not to renew prior to the expiration date of the initial
term. Where used in this Agreement the "Term" shall be as defined above.





3.0 SCOPE



3.1 Vital shall perform the Free of Charge Services, Transition Services and
Contract Services as defined below and upon the terms and to the standards set
out herein. Madge shall give Vital exclusive access to the relevant research and
development team to enable Vital to provide the Services. Madge shall (i) use
all reasonable efforts to assign to Vital all Madge Service Business Contracts,
(ii) transfer to Vital the Transferred Employees (iii) transfer to Vital, free
of charge, certain Madge and non-Madge laboratory and test equipment required to
operate the Service Business (the "Madge Service Business Equipment and the
Non-Madge Service Business Equipment" as further defined in Section 10 below)
(iv) sell to Vital certain related fixtures and other assets (the "Assets"), and
(v) grant to Vital a royalty-free license to use certain Madge technology as
necessary to perform the Services. During the Term, Madge shall not, save as set
out in Section 12, authorize any third party to perform Services for the
Products nor perform Services for the Products itself. Madge will however,
reserve the right to instruct a 3rd party or use their own personnel, at Madge's
expense, to assist in specific customer related issues where, in Madge's
reasonable judgement and only after consultation with Vital and an opportunity
for Vital to resolve the issue, Vital has been unable to resolve the issue to
the customer's satisfaction.



3.2 "FREE OF CHARGE SERVICES" means Vital will provide the following services to
Madge and Madge Product customers world wide during the Term at no charge to
such customers. These services are;

      a.  The availability of a technical support area of the Vital website
      with regard to the Products to provide the following services and
      information to customers;

      -     Frequently Asked Questions (FAQs)

      -     Known problem solutions


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      -     Ability to download released software(2)

      -     Access to on-line product documentation(3)

      -     Contact information

      Madge shall transfer to Vital promptly after Closing the required content
      and programs, and allow certain hyperlinks between the Madge and Vital
      websites to be established, both in order for Vital to provide the
      technical support website area above, and Madge shall provide reasonable
      assistance to Vital as Vital implements such content, programs and
      hyperlink. Madge hereby grants to Vital a nonexclusive, royalty-free,
      fully-paid right and license to utilize such content and programs with
      regard to its website during the Term.

      b. Telephone Technical Support during Office Hours for the first 90 days
      following the date of shipment of a Product to a Madge Product customer.
      There will be no guaranteed service levels associated with this service.

      c. A Telephone Technical Support email only service allowing customers to
      email their questions to Vital to be answered by the technical support
      personnel via email. There will be no guaranteed service levels associated
      with this service.

      d. Support of the Madge hardware warranty for the Products by receiving
      the telephone call, verifying equipment is in warranty, qualifying the
      suspected hardware failure and then passing the RMA request to Madge in
      accordance with Madge's RMA process.

      e. Telephone Technical Support for Madge pre-sales engineers to provide
      information on product functionality and specification. This to be
      provided during Office Hours. Will not include Madge presales engineers
      reporting post sales technical issues on behalf of a customer.

      f. OEMs - Listed in Schedule 10. Notwithstanding anything in the OEM
      Contract to the contrary, Vital shall only be obligated to provide free
      Telephone Technical Support, for the specific Products listed for the
      specific OEM in Schedule 10, during Office Hours.

      3.3 "TRANSITION SERVICES" means that in the course of transitioning
      certain Madge customers from a free to a fee service program, Vital will
      provide the following services to transition Madge product customers
      worldwide:

      a. Except as otherwise agreed by the parties, existing free phone numbers
      (toll-free 800 numbers) will be retained by Vital for at least 6 months
      after the Closing Date. Vital may decide to retain these for longer.

      b. Key Account Customers and Tier 1 Resellers - listed in (Schedule 11).
      In the United States Madge designated Platinum Resellers are Tier 1, and
      in the rest of the world, Madge designated Gold Resellers are Tier 1.

      -     Each Key Account Customer/Tier 1 Reseller will be contacted by Vital
            and offered a free office hours only Telephone Technical Support
            contract; such contract to have a duration of a minimum of three (3)
            months. Vital may agree to give the Key Account Customer / Tier 1
            Reseller a longer period of free support.

      -     If the customer decides not to renew this contract for a fee-based
            contract, at the end of contracted period above, Vital will consult
            with the Madge sales team to decide a strategy for ongoing technical
            support for this customer.


--------

(2)   Hyperlink Item - Content provided direct from Madge website

(3)   Hyperlink Item - Content provided direct from Madge website


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      c.  MASPs - Listed in Schedule 9.  MASPs shall be handled by Vital as
      set forth in Section 12.6 below.

      d. Tier 2 Resellers and Remaining End Users. In the United States Madge
      designated Gold Resellers are Tier 2, and in the rest of the world Madge
      designated Silver Resellers are Tier 2. If the Madge Product customer is
      not a Key Account Customer, a Tier 1 Reseller or a Tier 2 Reseller they
      are classified as "Remaining End Users".

      -     As each Tier 2 Reseller/Remaining End User contacts technical
            support, they will be provided with an explanation of the
            Madge/Vital relationship and information regarding the telephone
            technical support services available and will be given a free 3
            month Office Hours only Telephone Technical Support contract.

      -     If the customer decides not to renew this contract for a fee-based
            contract, at the end of contracted period above, Vital will decide a
            strategy for ongoing technical support for this customer.


      3.4 "CONTRACT SERVICES" means the services required to support existing
      and new Service Business Contracts, and are listed below:


      a.    HARDWARE FAILURE IN MANUFACTURERS STANDARD WARRANTY PERIOD.

      Vital take call, verify hardware is faulty and pass RMA request to Madge
      in accordance with Madge's RMA procedure.


            -     Madge replace faulty hardware and receive faulty hardware from
                  customer.

            -     Customer ships faulty hardware to Madge.

            -     Madge to pay for replacement.

      b.    HARDWARE FAILURE - EXTENDED WARRANTY CONTRACT SOLD PRIOR TO CLOSING

            -     No revenue transferred to Vital, No revenue split.

            -     Vital take call, verify hardware is faulty and pass RMA
                  request to Madge in accordance with Madge's RMA procedure.

            -     Madge ship replacement to customer.

            -     Customer ships faulty hardware to Madge.

            -     Madge to pay for replacement.

      c.    HARDWARE FAILURE - EXTENDED WARRANTY CONTRACT SOLD BY EITHER PARTY
            POST CLOSING

            -     Revenue split in accordance with Section 11.2.1 below.

            -     Vital take call, verify hardware is faulty.

            -     Vital ships replacement to customer from consigned inventory
                  (4)

            -     Customer ships faulty hardware to Vital.(5)

            -     Vital request replacement from Madge and ship faulty hardware
                  to Madge

            -     Madge ship replacement hardware to Vital.

            -     Madge invoices Vital for replacement if outside standard
                  warranty.




(4)   Madge shall be responsible for this process for the ninety (90) day period
      after the Closing Date, after which Vital shall be assume the
      responsibility.

(5)   Madge shall be responsible for this process for the ninety (90) day period
      after the Closing Date, after which Vital shall be assume the
      responsibility.


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         D. HARDWARE FAILURE - ADVANCED REPLACEMENT SOLD PRIOR TO CLOSING

          -    No revenue transferred to Vital, No revenue split.
          -    Vital take call, verify hardware is faulty and pass RMA request
               to Madge in accordance with Madge's RMA procedure.
          -    Madge ship replacement to customer.
          -    Customer ships faulty hardware to Madge.
          -    Madge to pay for replacement.

         E. HARDWARE FAILURE - ADVANCED REPLACEMENT SOLD BY EITHER PARTY POST
CLOSING

          -    Revenue split in accordance with Section 11.2.1 below.
          -    Vital take call, verify hardware is faulty.
          -    Vital cross ships replacement to customer from consigned
               inventory(6)
          -    Customer ships faulty hardware to Vital.(7)
          -    Vital request replacement from Madge and ship faulty hardware to
               Madge
          -    Madge ship replacement hardware to Vital.
          -    Madge invoices Vital for replacement if outside standard
               warranty.

         F. HARDWARE FAILURE - ON SITE REPLACEMENT SOLD PRIOR TO CLOSING - ALL
EXPIRED

         G. HARDWARE FAILURE - ON SITE REPLACEMENT SOLD BY EITHER PARTY POST
CLOSING.

          -    Revenue split as per agreement
          -    Vital take call, verify hardware is faulty.
          -    Vital despatch field engineer with spare.
          -    Vital Field Engineer replaces hardware and returns faulty
               hardware to Vital
          -    Vital request replacement from Madge and ship faulty hardware to
               Madge
          -    Madge ship replacement hardware to Vital.
          -    Madge invoices Vital for replacement only if failed equipment is
               outside Madge's standard warranty period.

         H. 24X7 TELEPHONE SUPPORT SOLD PRIOR TO CLOSING

          -    No revenue transferred to Vital, No revenue split.
          -    Vital take call in accordance with the Telephone Technical
               Support.

         I. 24X7 TELEPHONE SUPPORT SOLD BY EITHER PARTY POST CLOSING

          -    Revenue split in accordance with Section 11.2.1 below.
          -    Vital take call in accordance with Vital's service level
               agreement with the customer


         3.5 In addition, Vital shall be Madge's preferred provider of Services
         for new products and new business opportunities. "Preferred" means that
         Madge shall in good faith first offer such Service business to Vital
         before presenting it to any third party or performing it itself.


---------------
(6) Madge shall be responsible for this process for the ninety (90) day period
after the Closing Date, after which Vital shall be assume the responsibility.
(6) Madge shall be responsible for this process for the ninety (90) day period
after the Closing Date, after which Vital shall be assume the responsibility.


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         3.6 Vital shall provide the Services as further described herein during
         the Term. Services may be provided by Vital Affiliates, Affiliates of
         its parent company and by Vital sub-contractors, dependant upon the
         location of the Products provided that Vital will always remain liable
         under the terms of this Agreement.


         3.7 It is agreed, except as expressly provided hereunder, that Vital
         assumes no liabilities or obligations of Madge or the Service Business
         of any kind or nature whatsoever including, without limitation, any
         liability of Madge under any Service Business Contracts or any
         liability of Madge to the Transferred Employees, based on transactions,
         events or facts existing, occurring or arising or otherwise accruing
         prior to the Closing Date (as defined below). Madge shall defend,
         indemnify and hold Vital and its Affiliates harmless from and against
         any and all such liabilities or obligations as well as against all cost
         and expenses of defending against such liabilities or obligations,
         including products liability and intellectual property infringement
         claims, except to the extent Vital expressly assumes any such liability
         or obligation hereunder and except to the extent that any such
         liability arises from an act or omission on Vital's part, after the
         Closing Date.


         3.8 It is agreed, except as expressly provided hereunder, that Madge
         assumes no liabilities or obligations of Vital or the Service Business
         of any kind or nature whatsoever including, without limitation, any
         liability under the Service Business Contracts or any liability
         relating to the Transferred Employees based on transactions, events or
         facts existing, occurring or arising or otherwise accruing on or after
         the Closing Date (as defined below). Vital shall defend, indemnify and
         hold Madge and its Affiliates harmless from and against any and all
         such liabilities or obligations as well as against all cost and
         expenses of defending against such liabilities or obligations, except
         to the extent Madge expressly assumes any such liability or obligation
         hereunder, and specifically excluding any claims based upon the
         manufacture and sale of the Products by or on behalf of Madge.


         3.9 The indemnification obligations of Sections 3.7 and 3.8 do not
         apply to the extent that liability arises as a result of the
         indemnified party's negligent acts or omissions, or breach of its
         representations set forth in Sections 5.0 and 6.0 below.


         3.10 Madge shall retain responsibility for all purchase orders issued
         to suppliers for the procurement of services, equipment or material for
         the Services Business, that are executory in part or full as of the
         Closing Date.


         3.11 Madge Video Business. Madge manufactures, sells and services ISDN
         video products (the "Video Business"). The products of the Video
         Business are access switches, modules, a LAN video gateway and various
         third party camera and codecs (which Madge only OEMs). Madge has
         provided information to Vital with regard to the accounts, call
         volumes, contracts and installations of Video Business and has
         requested that Vital provide Services to the Video Business customers
         hereunder. The Video Business customers are set forth in Schedule 11
         under the heading of "Key WAVE Accounts". As Madge has also informed
         Vital of the possibility of a divestiture of the Video Business, the
         parties have agreed that Vital shall provide Services for the Video
         Business customers only as follows:



          a.   The ROW sites of existing customers of the Video Business shall
               be deemed to be Key Account Customers and Vital's obligation to
               provide Services to them shall be as set forth above in Section
               3.3(b). "ROW" means worldwide excluding North and South America.
               Vital shall not provide Services to such customers in North and
               South America.


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          b.   In the event that Madge does divest the Video Business, Madge
               shall cause the buyer of the Video Business to agree in writing
               with Vital (prior to effective date of the divestiture) that the
               buyer will continue to support the products of the Video Business
               for all installations in ROW for the duration of all Service
               Contracts then in force for such customers (or, in the case of
               customers without a Service Contract, the duration of the product
               warranty for the purchased video products).



         4.0 CLOSING



         4.1 The closing (the "Closing") under this Agreement shall be held on
         Monday, 17th April, 2000 (the "Closing Date"). The Closing shall take
         place at the facilities of Madge in Wexham, Slough, UK or at such other
         place or via some other method as the parties may agree.



         4.2 At the Closing, Madge shall deliver to Vital:-

          (i)  Copies, where available, and full details of the OEM Contracts
               set forth in Schedule 10, (and all amendments thereto), and
               copies, where available, and full details of the Service Business
               Contracts set forth in Schedule 5 (and all amendments thereto)
               that Madge will use reasonable efforts to have assigned to Vital
               within sixty (60) days following the Closing Date. However, the
               parties acknowledge that Vital has relied upon a representation
               from Madge that the significant majority of the Service Business
               Contracts are unmodified, standard Madge forms. Examples of such
               standard forms have been provided to Vital. In the event that a
               copy of any Service Business Contract is not provided to Vital
               because it is not available to Madge, then Vital shall be deemed
               to have only assumed the obligations under such Service Business
               Contract to the extent it contains provisions that are the same
               as the standard Madge forms provided to Vital. Any variation or
               modification thereto must be specifically agreed to by Vital in
               writing;



          (ii) transfer title, (including releases of all liens and
               encumbrances), to the Assets and Service Business Equipment which
               do not include a software element set forth in Schedules 6 & 4
               respectively hereto. If these Assets or Service Business
               Equipment contain a software element Madge will use all
               reasonable efforts to have the necessary licenses assigned to
               Vital within sixty (60) days following the Closing Date,



         4.3 Within sixty (60) days after the Closing, (and thereafter as
         required), the parties shall settle and adjust with each other any
         payments due to each other for the matters set forth in this Agreement.
         Except as otherwise expressly set forth in this Agreement to the
         contrary, Vital is responsible for all costs and expenses with regard
         to the Transferred Employees, performing the Service Business
         Contracts, the Assets and, the Non-Madge Service Business Equipment
         accruing on or after the Closing and Madge is responsible for such
         costs and expenses accruing prior to Closing. The parties shall
         promptly pay the other such amounts.



         5.0 REPRESENTATIONS, WARRANTIES AND COVENANTS OF MADGE



         Madge represents and warrants to Vital as follows:


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         5.1 Madge.connect Holding B.V. is a corporation duly organized, validly
         existing and in good standing under the laws of The Netherlands and
         each Affiliate of Madge.connect Holding B.V. performing any obligation
         hereunder shall be duly organized, validly existing, and in good
         standing under the laws of the jurisdiction of its incorporation or
         organization.


         5.2 This Agreement has been duly authorized by all necessary corporate
         action on the part of Madge. This Agreement is a valid, binding
         obligation of Madge enforceable against Madge in accordance with its
         terms. There are no provisions of Madge's corporate formation
         documents, or of any agreement to which Madge is a party, which
         prohibit, limit or otherwise affect the right and authority of Madge to
         execute this Agreement, except that consent may be required to assign
         software licenses that form part of the Service Business Equipment and
         Assets.


         5.3 Save for those disclosed to Vital during due diligence which are
         set forth hereto in Schedule 5.3, there are no actions or proceedings
         pending or to Madge's knowledge threatened (commercial, employee,
         intellectual property or otherwise) against Madge, any Affiliate or any
         Product, and Madge has no knowledge or belief of any such pending,
         threatened or imminent litigation, governmental investigations or
         claims, complaints, actions or prosecutions involving Madge, any
         Affiliate or any Product, which if adversely determined would impair
         their ability to perform their obligations hereunder or which would
         have any negative effect upon Vital or its ability to perform.


         5.4 The Transferred Employees are not party to any collective
         bargaining agreement. Madge's relationship with the Transferred
         Employees is, in Madge's opinion, excellent and there are and have been
         no strikes, lockouts, other work stoppages, picketing or labor disputes
         during the past five (5) years involving Madge.


         5.5 The Transferred Employees are the only Madge employees wholly or
         mainly employed in the Service Business in the United Kingdom, and the
         only Madge employees entitled to the protection of the Transfer of
         Undertakings (Protection of Employment) Regulations 1981 ("TUPE") with
         regard to the outsourcing of the Service Business to Vital hereunder.


         5.6 The terms of employment existing as of February 18, 2000 for any of
         the Transferred Employees including, without limitation, salaries,
         benefits and incentive compensation have not been increased nor has any
         commitment or arrangement been made to so increase the same prior to
         the Closing Date other than those (if any) disclosed to Vital during
         due diligence and which are set forth hereto in Schedule 5.6.


         5.7 Except for any third party software contained therein Madge has
         good and marketable title to and owns outright all of the Assets set
         forth in Schedule 6, and the Service Business Equipment set forth in
         Schedule 4. There are no third party liens pending or threatened
         against the Assets or Services Business Equipment, and, all shall be
         transferred to Vital free and clear of all liens, claims and
         encumbrances. As shown in Section 4.2(ii) Madge will use all reasonable
         efforts to have any necessary software licenses assigned to Vital.


         5.8 Except as set forth in Schedule 5.8, since February 18, 2000 Madge
         (i) has not materially modified any of the Service Business Contracts
         nor incurred any material


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         obligations or liabilities thereto whether absolute or contingent, (ii)
         has operated the Service Business in the ordinary course of business in
         accordance with customary practices and procedures as in the past, and
         (iii) there has been no material, adverse change to such Service
         Business Contracts or Service Business.


         5.9 Madge has complied with all laws, ordinances, regulations and
         orders ("Laws") with regard to the Service Business including, without
         limitation, TUPE and other Laws respecting employment, employment
         practices, benefits, and wages and salaries.


         5.10 As of the Closing Date, Madge has no plans to discontinue the
         manufacture and sale of its Token Ring or ATM Product lines. In the
         event that during the Term, Madge does decide to discontinue any of the
         Products then, subject to Madge's obligations to provide spare parts as
         set forth in Section 14.2 below, Madge shall endeavor to provide Vital
         with as much notice as possible of their intention to discontinue,
         which shall not be less than the longest notice period that Madge is
         required to provide (or does provide) any customer of Madge, but in any
         event Madge shall use its best efforts to provide not less than ninety
         (90) days prior, written notice.


         5.11 All information and documents provided to Vital by Madge or on
         behalf of Madge in response to Vital's due diligence requests are
         accurate and complete in all material aspects, and Madge has fully
         responded to all such requests.


         5.12 Madge shall commit sufficient resources to meet its obligations
         hereunder.


         5.13 The warranties and representation of Madge above are in addition
         to and not in lieu of any other warranties and representations set
         forth elsewhere in this Agreement.


         6.0 REPRESENTATIONS, WARRANTIES AND COVENANTS OF VITAL


         Vital represents and warrants to Madge as follows:


         6.1 Vital Network Services LLC is a company duly organized, validly
         existing and in good standing under the laws of the State of Delaware,
         USA, and each Affiliate of Vital Network Services LLC performing
         Services hereunder shall be duly organized, validly existing, and in
         good standing under the laws of the jurisdiction of its incorporation
         or organization.


         6.2 This Agreement has been duly authorized by all necessary corporate
         action on the part of Vital. This Agreement is a valid, binding
         obligation of Vital enforceable against Vital in accordance with its
         terms. There are no provisions of Vital's formation documents, or of
         any agreement to which Vital is a party, which prohibit, limit or
         otherwise affect the right and authority of Vital to execute this
         Agreement.


         6.3 There are no actions or proceedings pending or threatened
         (commercial, employee or otherwise) against Vital or its Affiliates and
         Vital has no knowledge or belief of any such pending, threatened or
         imminent litigation, governmental investigations or claims, complaints,
         actions or


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         prosecutions involving Vital or any such Affiliate, which if adversely
         determined would impair their ability to perform hereunder or would
         have any negative effect upon Madge or its Products.


         6.4 Vital shall perform the Services using a level of professional
         skill and care, not less than that previously utilized by Madge and in
         accordance with the Performance Requirements and Measurement in
         Schedule 3 commencing August 1, 2000.


         6.5 Each quarter following the Closing Date Vital shall provide Madge
         with a report showing its performance of the Service Business including
         the Service Business Contracts as applicable and required in the
         Performance Requirements and Measurement information in Schedule 3.


         6.6 At the end of the transition period specified in 12.1, Vital has
         the requisite know-how to perform the Services and shall commit
         sufficient resources to meet its obligations hereunder.


         7.0 TRANSFER OF EMPLOYEES


         7.1 Vital and Madge acknowledge and agree that under TUPE the contracts
         of employment of the Transferred Employees will have effect after the
         Closing Date as if originally made between Vital and the Transferred
         Employees. Upon Closing, Vital shall employ the Transferred Employees
         on employment terms to which they are presently contractually entitled
         including, without limitation, salaries, benefits and incentive
         compensation, equal to or better than those provided to the Transferred
         Employees by Madge immediately prior to the Closing Date, except where
         it is not reasonably practicable to provide the same benefit, in which
         event equivalent compensation or an alternative equivalent scheme will
         be provided as agreed between Vital and the Transferred Employees.


         7.2 Madge shall be solely responsible for all costs, expenses and
         liabilities with regard to the Transferred Employees accruing prior to
         the Closing Date, and Vital shall be solely responsible for all such
         costs, expenses and liabilities accruing on and after the Closing Date.
         Each party (the "Indemnifying Party") shall, in accordance with Section
         18.2 below, indemnify the other from and against all costs, expenses
         and liabilities that are the responsibility of the Indemnifying Party
         as set forth in this Section 7.2.


         7.3 The parties acknowledge that Madge has committed to pay each
         Transferred Employee that remains at Madge (or any successor employer
         under TUPE, which Vital is deemed to be) until April 30, 2000, an
         unconditional bonus equal to a percentage of the Transferred Employee's
         annual salary on such date. Such percentages and the applicable annual
         salary by employee are set forth in Schedule 2 (the "Bonus"). Purely
         for administration purposes Madge has agreed that these Bonuses will be
         paid to the Transferred Employees in their wages they will receive at
         the end of May unless Vital and the Transferred Employees agree
         otherwise. Notwithstanding the Closing Date, the obligation to pay the
         bonus shall be assumed and satisfied by Vital in the Transferred
         Employees May salary. To the extent Vital has failed to make such
         payment(s), Vital shall indemnify Madge for any Transferred Employee
         claims for payment in relation thereto.


         7.4 In the event that Vital, in its sole business judgement and within
         ninety (90) days after the Closing Date, decides to restructure the
         Service Business and as a result terminates the employment


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         of some of the Transferred Employees within ninety (90) days after the
         Closing Date, then Madge shall reimburse Vital for the actual costs of
         such termination in respect of up to six (6) such terminated
         Transferred Employees, such costs to be limited to the salary, benefits
         and Bonus (Bonus shall not be included if the termination is after the
         payment of the Bonus) for the applicable statutory notice period
         (salary and benefits determined as of immediately prior to the Closing
         Date), and redundancy payments per the Madge redundancy policy in
         effect as of February 18, 2000 calculated as if such employees were
         still employees of Madge. Any notice period and any reimbursable
         redundancy payments shall be as per Madge's redundancy policy or the
         minimum required by law (whichever is the greater).


         7.5 In the event that Vital, in its sole business judgement and within
         ninety (90) days after the date which is six (6) months after the
         Closing Date, decides to restructure the Service Business and as a
         result terminates the employment of some of the Transferred Employees,
         then Madge shall reimburse Vital for the actual costs of such
         termination in respect of up to an additional five (5) such terminated
         Transferred Employees, such costs to be limited to the salary and
         benefits for the applicable statutory notice period (salary and
         benefits determined as of the date which is six (6) months after the
         Closing Date), and redundancy payments per the Madge redundancy policy
         in effect as of February 18, 2000 calculated as if such employees were
         still employees of Madge. Any notice period and any reimbursable
         redundancy payments shall be as per Madge's redundancy policy or the
         minimum required by law (whichever is the greater). Notwithstanding
         anything to the contrary in this Section 7.5 or section 7.4 above, the
         number of Transferred Employees that voluntarily resign from Vital
         prior to the date which is six (6) months after the Closing Date shall
         be deducted from the number of Transferred Employees for which Madge is
         obligated to reimburse Vital's redundancy costs under Sections 7.4 and
         7.5.


         7.6 In the event that this Agreement is terminated for cause by Madge
         under Section 21.1 below within eighteen (18) months of the Closing
         Date, Madge shall have the option, no later that twenty-one (21) days
         after such termination, to nominate in writing to Vital such of the
         Vital Employees (as defined below in Section 7.7) who were as of the
         effective date of termination spending at least seventy five percent
         (75%) of their work time (calculated based on the three month period
         prior to termination) working on Servicing the Products. Madge shall
         have the right, on behalf of itself or a third party, to offer a
         contract of employment to such Vital Employees to continue the
         provision of Services for the Products as an employee of Madge or a
         third party.


         7.7 In the event that this Agreement is terminated for cause by Madge
         under Section 21.1 below, and except for TUPE Actions caused by the
         acts or omissions of Madge, then any claim by Madge against Vital with
         regard to such termination may include sums for judgments paid by or
         assessed against Madge for any and all claims filed against Madge by
         Vital Employees under TUPE in relation to such termination ("TUPE
         Actions"). "Vital Employees" means only those Vital employees providing
         Services for the Products. The amount of the TUPE Actions claimed by
         Madge against Vital shall not exceed One Hundred Thousand Dollars
         (US$100,000).



         8.0 ASSIGNMENT OF SERVICE BUSINESS CONTRACTS



         8.1 Madge shall assign, transfer and set over to Vital at the Closing
         all right, title and interest in and to the Service Business Contracts
         set forth in Schedule 5; however, nothing herein shall be construed as
         an attempt to assign a contract which is non-assignable without the
         consent of the other party or parties to such contract. With regard to
         those Service Business Contracts not requiring consent, the contracts
         shall be deemed assigned to Vital without any further action by the


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         parties upon the Closing Date. Madge shall use its reasonable, good
         faith efforts to secure the required consents for the assignment of all
         the Service Business Contracts within sixty (60) days following the
         Closing Date.


         8.2 To the extent any Service Business Contract by its terms requires
         the consent of a party thereto other than Madge, and such consent is
         not obtained prior to the Closing Date, then Vital shall perform such
         Service Business Contract in the name of Madge. Where any Service
         Business Contract cannot be assigned or subcontracted, the parties
         shall agree upon other arrangements in relation to such Service
         Business Contract that shall provide the benefits and obligations of
         such Service Business Contract to Vital after the Closing.



         9.0 PURCHASE AND SALE OF ASSETS AND FIXTURES



         9.1 Madge agrees to sell to and transfer to Vital, and Vital agrees to
         purchase from Madge, subject to the terms and conditions herein, the
         assets and fixtures (the "Assets") to be agreed between the parties
         during the transition period set forth in Section 12.1 below.


         9.2 The purchase price for the Assets shall be agreed between the
         parties during the transition period but shall not exceed the fair
         market value, and shall be paid by Vital at the end of the transition
         period by wire transfer in accordance with wire transfer instructions
         provided to Vital.


         9.3 With regard to the Assets, Madge warrants and represents to Vital:


                  9.3.1 The Assets are in a good working order and operating
                  condition, ordinary wear and tear excepted, given the
                  customary, commercial use to which they have been put;


                  9.3.2 Madge will transfer to Vital good title to the Assets,
                  free and clear of all security interests, mortgages, liens,
                  attachments and encumbrances;


         9.4 Madge will use reasonable efforts to transfer to Vital on or within
         a reasonable period after the Closing Date all manufacturer's
         warranties maintenance contracts, software licenses and other similar
         contracts and licenses with regard to the Assets so far as the same can
         be transferred. Where this is not possible, the parties shall use
         reasonable efforts to agree upon other arrangements that shall provide
         the benefits thereof to Vital after the Closing.



         10.0 TRANSFER OF SERVICE BUSINESS EQUIPMENT



         10.1     "Madge Service Business Equipment" means certain Madge
                  products to be used by Vital hereunder as test, training and
                  laboratory equipment. "Non-Madge Service Business Equipment"
                  means certain products of third parties to be used by Vital
                  hereunder as test, training and laboratory equipment. The
                  Madge Service Business Equipment shall be loaned to


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                  Vital and the Non-Madge Service Business Equipment shall be
                  transferred to Vital at the Closing. Both types of equipment
                  are set forth in Schedule 4 hereto.


         10.2     Madge hereby transfers to Vital at the Closing Date the
                  Non-Madge Service Business Equipment for the primary purpose
                  of providing the Services hereunder. The equipment shall be
                  provided to Vital at no charge, "as is" and the cost of
                  de-installation at Madge and delivery and reinstallation at
                  Vital's premises shall be borne by Vital. Madge shall have no
                  liability to maintain or upgrade this equipment.


         10.3     Madge hereby grants Vital the right to use the Madge Service
                  Business Equipment for the primary purpose of providing the
                  Services hereunder. Title to the Madge Service Business
                  Equipment shall at all times remain with Madge. Vital shall be
                  responsible for the risk of loss or damage to the Madge
                  Service Business Equipment while in the possession of Vital.
                  The equipment shall be provided to Vital at no charge, "as is"
                  and the cost of de-installation at Madge and delivery and
                  reinstallation at Vital's premises shall be borne by Vital.
                  Madge shall provide to Vital at no charge all maintenance
                  releases and upgrades (both hardware and related software) for
                  the Madge Service Business Equipment during the Term.


         10.4     Madge will use reasonable efforts to transfer to Vital on or
                  within thirty (30) days following the Closing Date all
                  manufacturer's warranties, maintenance contracts, software
                  licenses and other similar contracts and licenses with regard
                  to the Non-Madge Service Business Equipment so far as the same
                  can be transferred. Where this is not possible, the parties
                  shall use reasonable efforts to agree upon other arrangements
                  that shall provide the benefits thereof to Vital after the
                  Closing.


         10.5     Madge warrants and represents to Vital that the Madge Service
                  Business Equipment and the Non-Madge Service Business
                  Equipment is the same equipment utilized by Madge and the
                  Transferred Employees prior to the Closing to operate the
                  Service Business, and are in a good working order and
                  operating condition, ordinary wear and tear excepted. Madge
                  does not warrant that this is an exhaustive list of all such
                  equipment used by Madge and the Transferred Employees as some
                  of the equipment belongs to the Research and Development unit
                  of Madge and will be retained by such unit; however, Madge
                  does warrant that the Madge Service Business Equipment and
                  Non-Madge Service Business Equipment, together with the
                  technical equipment that Vital can obtain via loan from Madge
                  pursuant to Section 10.6 below, are sufficient for Vital to
                  operate the Service Business as it is today hereunder.


         10.6     Madge and Vital agree that they will loan technical equipment
                  to the other free of charge in order for each party to perform
                  its obligations under this Agreement.


         10.7     Madge and Vital shall equally share the cost of the
                  installation and operation of a wide area network link (or
                  other form of communications technology) between the Vital
                  facility at Wokingham, UK and Madge facility at Wexham
                  Springs.



         11.0     FINANCIAL CONSIDERATION


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         11.1 In consideration of the performance of each party's obligations
         hereunder, certain costs and revenue shall be shared between the
         parties as set forth below.


                  11.1.1 Cost Sharing. In consideration of the provision of the
                  Services and the transfer of the Transferred Employees to
                  Vital, Madge shall pay to Vital the amount of $4,810,000
                  during the following periods. All amounts are stated in United
                  States Dollars:


                  YEAR 1                     YEAR 2                     YEAR 3

                $2,700,000                  $1,410,000                $700,000


         Year 1 shall commence on the Closing Date, Year 2 on the first
         anniversary of the Closing Date, Year 3 on the second anniversary of
         the Closing Date, and each such year shall end twelve (12) months
         thereafter. Each yearly amount shall be paid in total during the
         applicable year in three equal installments. One third shall be paid on
         the first day of the yearly period (the "Start Date"), one third shall
         be paid three months after the Start Date and the final third shall be
         paid six months after the Start Date.



         11.1.2 In consideration of the provision by Vital to Madge of the
         technical services described below in this Section 11.1.2, Madge shall
         pay to Vital the amount of US$240,000. The total amount shall be due
         and payable to Vital in Year 1 on the dates as set forth above in the
         last sentence of Section 11.1.1. Vital shall provide to Madge during
         Year 1 of the Term up to two (2) person years of technical consulting
         services to be used by Madge as Madge sees fit. There shall be no
         carryover to Year 2 of any unused technical consulting services. Such
         services shall be provided by any worldwide Vital personnel as Vital
         determines and Vital will send to Madge a report each month of the
         amount of the US$240,000 that has been used up since the Closing Date.
         A person year is defined as two hundred ten (210) days and excludes all
         holidays at the location of the service as well as weekends. Any time
         provided in excess of four hundred twenty (420) days (2 person years)
         within Year 1, shall be at additional charges in accordance with Vital
         standard rates.



         11.1.3 Cost Sharing Credits. In the event that Vital fails to meet its
         obligations to provide Services to Madge Product customers whether
         existing at the Closing Date or subsequent to it and whether or not
         covered by a Service Business Contract, then up to US$750,000 of the
         cost sharing amounts previously paid by Madge in Year 1 and up to
         US$250,000 of the cost sharing amounts previously paid by Madge in Year
         2 may be subject to return to Madge on a pro-rata basis. "Failure to
         provide Services" and the amount of any prorata return shall be
         determined by the parties on the basis of the procedures for customer
         surveys, objective measurement devices and formulae as set forth in
         Schedule 3. Any pro-rata amounts due Madge for Year 1 shall be offset
         against Madge's cost sharing obligations for Year 2. Any pro-rata
         amounts due Madge for Year 2 shall be offset against Madge's cost
         sharing obligations for Year 3. Except for the right of Madge to claim
         damages for TUPE Actions as set forth in Section 7.6 above, the
         provisions of this Section 11.1.3 shall be Madge's sole remedy for
         damages for Vital's failure to provide Services in years 1 and 2.
         Nothing in this Section 11.1.3 shall limit Madge's rights hereunder to
         terminate the Agreement.


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<PAGE>   16
         11.2 *Revenue Sharing. The revenue amounts set forth below have been
         projected by Vital to be received by Vital in its performance of
         Services to Madge Product Customers hereunder based in part on
         information supplied by Madge. All amounts below are in United States
         Dollars. The parties acknowledge that the revenue amounts below are
         projections and presented for illustrative purposes only in determining
         revenue sharing, and are not nor shall be construed, implied or any
         inference drawn whatsoever that they are commitments or obligations of
         Vital or Madge that such revenue amounts will be achieved.


                                  Year 1    Year 2    Year 3         Total
         Training Revenue          XXX       XXX       XXX

         Legacy Service Revenue    XXX       XXX       XXX

         SafetyNet Revenue         XXX       XXX       XXX

         MultiVendor Revenue       XXX       XXX       XXX

         Renewal Revenue           XXX       XXX       XXX

         Total Service Revenue     XXX       XXX       XXX            XXX


                  11.2.1 In Year 1 Total Service Revenue shall be shared 95/5 in
                  favor of Vital (95% to Vital, 5% to Madge). In Year 2 Total
                  Service Revenue shall be shared 90/10 in favor of Vital and in
                  all years thereafter during the Term, revenue shall be shared
                  80/20 in favor of Vital. However, all revenue amounts in
                  excess of the Total Service Revenue shown above for Year 1
                  shall be shared 90/10 in favor of Vital and all revenue
                  amounts in excess of the Total Service Revenue shown above for
                  Year 2 shall be shared 85/15 in favor of Vital. With regard to
                  Year 3, all revenue amounts in excess of the Total Service
                  Revenue shown above for Year 3 shall be shared 75/25 in favor
                  of Vital.



                  11.2.2 "Revenue" means the recognized revenue received by
                  Vital from the (i) Service Business Contracts and (ii) new
                  Service contracts accepted by Vital from (x) a business unit
                  of an entity where the business unit is a Madge Product
                  customer and (y) any other entity or business unit that was
                  referred to Vital in writing by Madge or a Madge Product
                  customer. Revenue does not include any amounts received by
                  Vital from any contracts with Madge customers that Vital
                  entered into prior to the Closing Date.



                  11.2.3 Vital shall pay to Madge all shared amounts due Madge
                  within sixty (60) days after the date of the Vital invoice to
                  the customer; however, in the event that invoiced revenue is
                  deemed by Vital to be uncollectable after reasonable and
                  customary efforts to collect, then the shared amount paid to
                  Madge for such uncollectable revenue shall be offset and
                  deducted by Vital from subsequent revenue sharing payments to
                  Madge or promptly paid to Vital by Madge in the event there
                  are no revenue sharing payments to offset. Uncollectable
                  amounts may not be offset by Vital more than one (1) year
                  after the original Vital invoice date. Vital shall provide
                  Madge with notice of any amount(s) it reasonably believes will
                  become uncollectable, and to the extent it is able to do so,
                  Madge may at its discretion assist Vital in the collection of
                  such amount(s). The parties shall, within sixty (60) days
                  after the Closing, develop procedures with regard to the
                  sharing of billing data and inter-party invoices as related to
                  revenue sharing payments.


--------------
*Confidential treatment requested by Madge Networks N.V.


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         11.3 Audit Rights. Each party shall have the right, upon reasonable,
         prior written notice, to audit the other party's financial records as
         such records relate to and support such party's payment obligations
         hereunder, no more than one (1) time during each year of the Term. The
         audit shall be conducted during normal business hours on the premises
         of the other party, and the records audited shall be deemed
         Confidential Information. Each party shall have the right to use third
         party auditors to perform such audits so long as the third parties are
         nationally or internationally recognized accounting firms, and the
         third parties agree in writing with the party being audited to respect
         the confidentiality of that party's records.



         12.0 TRANSITION OF THE SERVICE BUSINESS FROM MADGE TO VITAL



         12.1 The parties shall require a limited transition period (anticipated
         to be between eight (8) and ten (10) weeks) after the Closing Date
         whereby Madge will continue to provide certain Services for the
         Products to certain customers. Key milestone, activities and
         responsibilities for this Transition period are set out in Schedule 7.
         At the end of the transition period, Madge will cease to provide any
         end user or post-sales reseller technical support or other Services for
         the Products (save for the obligations Madge has under the agreements
         set out in Section 12.5 and 12.6 below). During the transition period,
         each party (the "Indemnifying Party") shall be responsible for its
         actions and omissions in the performance of Services, and shall,
         subject to Section 18.2, defend, indemnify and hold the other party
         harmless and reimburse the other upon demand for any claims, loss,
         damage, liability, cost and expense arising out of or with respect to,
         or resulting from such Services, including, without limitation,
         reasonable attorney's fees.


         12.2 After the transition period, Vital will assume the responsibility
         for providing 1st, 2nd and 3rd level technical support operation for
         the Products in accordance with the escalation process ("Escalation
         Process") in Schedule 8.


         12.3 Vital will escalate any problems directly associated with the
         Products, that cannot be resolved within the Vital operation, in
         accordance with the Escalation Process as set forth in Schedule 8.


         12.4 Vital will, upon written acceptance of a Statement of Work
         provided by Madge and detailing the services outside the scope of this
         Agreement to be provided by Vital, provide such services to Madge.
         Madge will raise a purchase order for an amount and at a frequency to
         be agreed, and to be reviewed annually. Vital will raise an invoice
         against the open purchase order provided by Madge for such services.


         12.5 Madge shall retain responsibility for all product liability and
         new hardware warranty replacement claims as per Madge's published
         standard hardware warranty with regard to the Products except to the
         extent caused by an act or omission on the part of Vital. Madge shall
         retain the responsibility for the logistics processes and all costs
         associated with the RMA process and replacements necessary in relation
         to the same.


         12.6 Vital acknowledges that Madge has a number of third parties who
         are authorised to act as a Madge Authorised Service Partner (MASP) and
         thereby to sell services to end users of Madge


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<PAGE>   18
         Products. The Agreements between Madge and the MASPs call for a minimum
         of twelve (12) months prior, written notice of termination. Within
         thirty (30) days following the Closing, Madge shall provide the
         required notice of termination for each of the MASP Agreements. This
         notice of termination, in conjunction with an explanation of the
         outsourcing of the Service Business to Vital, will be communicated
         jointly to each MASP by Madge and Vital after the Closing Date. During
         this communication process, Madge shall subcontract to Vital the
         technical support aspects of all the MASP Agreements for the remainder
         of their term and Vital shall provide free Office Hours only Telephone
         Technical Support for each MASP. If, in Vital's sole discretion, it
         desires to utilize the services of such MASP, Vital shall contract for
         such service directly with the MASP.



         13.0 SALES AND MARKETING



         13.1 Madge will assist Vital to obtain access to the Madge customer
         base and Madge sales and marketing organization by entering into joint
         sales and marketing activities, to be defined by the parties within
         ninety (90) days following the Closing Date, which will promote Vital
         Services as part of the Madge Product sales effort. As part of this
         effort, Madge shall commit the resources of a minimum of one (1) of its
         own employees to be a marketing/sales manager on a dedicated basis to
         assist in the performance of such joint sales and marketing activities.
         Vital shall commit two (2) of its own employees to be sales persons on
         a dedicated basis to perform the sales activities hereunder. The
         identity and duties of these persons shall be determined by the parties
         within ninety (90) days following the Closing and shall be reviewed
         annually during the Term by the parties and adjusted as agreed. In
         addition, in the event that the sales goals for Year 1 are achieved (as
         set forth in Section 11.2 above), then Madge shall review in good faith
         with Vital the requirement for two (2) of its own employees to be
         additional sales persons to perform the sales activities hereunder for
         the balance of the Term.


         13.2 Madge and Vital shall each commit an equal amount of money, not to
         be less than Fifty Thousand Dollars ($50,000) each, in the first year,
         to be spent on marketing activities to be agreed between the parties
         within ninety (90) days following the Closing. Such amounts are in
         addition to and not in lieu of the cost to supply the marketing/sales
         persons set forth above in Section 13.1. The total amount to be spent
         and such marketing activities will be reviewed annually during the Term
         by the parties and adjusted as agreed. In addition, Madge shall provide
         and retain separate quotas and a competitive incentive compensation
         scheme for its sales persons specifically designed to generate the sale
         of Services for the Products.



         14.0 SPARES



         14.1 In order for Vital to perform its Service obligations hereunder,
         Madge will, upon the expiration of the transition period, consign to
         Vital as required and agreed to by Madge (such agreement not to be
         unreasonably withheld or delayed), a suitable number of spare parts at
         a suitable number of locations for the Products based upon Madge's
         and/or Vital's prior experience servicing the Products. Additional
         spare parts will be consigned to Vital from time to time, subject to
         Vital's documentation that such additional spare parts are necessary
         for the performance of such Service obligations, and that Vital has
         reasonably exhausted the possibility of reusing spare parts already
         consigned. Except as provided below, Madge shall not charge Vital for
         spare parts used by Vital, unless such spare parts are purchased by the
         customer from Vital. Replacement charges to Vital shall be the Product
         Recommended list price as published by Madge on a quarterly basis, less
         seventy percent (70%). Madge shall bear the risk of loss of or damage
         to the spare parts shipped by Madge to Vital; Vital shall bear the risk
         of loss of or damage to the spare parts shipped by Vital to


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<PAGE>   19
         Vital's possession. During the period that Madge is responsible for the
         RMA logistics process (see the footnotes to Section 3.4 above), Madge
         will be responsible for all freight charges. However, when Vital is
         responsible for the RMA logistics process, Vital shall be responsible
         for all freight charges to send the faulty Products to Madge, and Madge
         shall be responsible for all freight charges to return the replaced
         Products to Vital or the customer as applicable. All faulty Product
         must be returned to Madge for repair.


         14.2 Madge shall make spare parts available to Vital in accordance with
         Section 14.1 above, during the life of the Service Business Contracts
         and any Service contracts for the Products entered into by Vital
         (including renewals and extensions) during the Term. Madge shall be
         liable for services relating to the repair or replacement of Madge
         Products in accordance with the terms of the Madge Repair and
         Replacement Policy in place from time to time. However if Vital agrees
         with its customers a repair and replacement policy beyond Madge's
         Repair and Replacement Policy, Vital shall be liable for such services
         provided above and beyond the requirements of the Madge Repair and
         Replacement Policy in place at such time.



         15.0 PAYMENT TERMS.



         15.1 Except as may be otherwise provided herein, payment terms for all
         amounts due a party by the other are net thirty (30) days from invoice
         date payable in United States dollars. Invoices not paid within thirty
         (30) days will carry an interest charge of one percent (1 %) per month
         calculated from the original due date, or the maximum allowed by law
         whichever is lower. Acceptance of a partial payment will not be a
         waiver of the right to be paid the remainder due.



         16.0 PRIMARY CONTACT PERSONS



         16.1 Each party shall assign one individual to act as primary contact
         person for business issues, one individual to act as primary contact
         person for contract issues, one individual to act as primary contact
         person for technical issues and one as primary contact for sales and
         marketing issues. However, it is Vital's intent to have a "Customer
         Executive" assigned as the "prime" contact for all initial
         communications.



         17.0 DISPUTE RESOLUTION BY THE PARTIES



         17.1 Dispute Resolution. A designated representative of Vital and a
         designated representative of Madge shall meet as often as requested by
         either party but at least once a quarter to review the performance of
         the parties hereunder. In the event of any dispute that cannot be
         resolved by such representatives, then upon the written notice of
         either party, each party shall appoint a designated officer whose task
         will be to meet to attempt to resolve such dispute within ten (10)
         business days after receipt of notice. The designated officers shall
         meet as often as the parties reasonably deem necessary during such
         period in order to gather and review all information with respect to
         the disputed matter. Such officers will discuss the problem and
         negotiate in good faith without the necessity of any formal proceeding.
         No formal proceedings for the judicial resolution of such dispute shall
         be commenced by a party, nor any action taken to terminate this
         Agreement for cause, until that party's


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         designated officer has concluded in good faith that a reasonable
         resolution through continued negotiation of the matter at issue does
         not appear to be imminent or likely. Notwithstanding the foregoing, the
         procedures above shall apply to the resolution of performance issues
         and shall not prevent a party from seeking injunctive relief at any
         time.



         18.0 INFRINGEMENT/INDEMNIFICATION/INSURANCE



         18.1 Each party (the "Indemnifying Party") shall, upon written demand,
         defend, indemnify and hold the other harmless against and reimburse the
         other on demand for any claims, loss, damage, liability, cost and
         expense (each a "Claim") including, without limitation, reasonable
         attorney's fees, to the extent incurred by the other by reason of:


                  (i) Any breach by the Indemnifying Party of its
                  representations as set forth in Sections 5.0 and 6.0 above;


                  (ii) The use or disclosure of Confidential Information in
                  violation of the terms of this Agreement by Indemnifying
                  Party, its employees, agents or the employees, agents of its
                  Affiliates, or others acting on its behalf.


         18.2 Each party's obligation to defend and indemnify hereunder is
         conditioned upon (i) receipt by the indemnifying party of timely
         written notice of the Claim from the other party, (ii) the continuing
         full cooperation of the other party in the defense of the Claim and the
         disclosure to the indemnifying party or its attorneys of all evidence
         related to the Claim, and (iii) the indemnifying party having the sole
         control of the defense and settlement of the Claim.



         19.0 PUBLIC ANNOUNCEMENTS



         19.1 Neither Vital nor Madge shall, without first obtaining the written
         consent of the other party hereto, in any manner, (i) advertise or
         publish or release for publication any statement (including verbal
         information) mentioning the other party or the fact that this Agreement
         has been entered into, (ii) release any information concerning its
         relationship with the other party (including all terms and conditions
         of this Agreement), or (iii) indicate any information about the other
         party that is not already available as public information, except
         either party may do the foregoing in compliance with SEC regulations or
         as otherwise required by law (after notification of this required
         disclosure to the other).



         20.0 CONFIDENTIAL INFORMATION



         20.1 As used in this Agreement, "Confidential Information" means any
         specifications, plans, software, data or other business, financial or
         technical information related to a party's business, financial standing
         and present and future products and services disclosed, either orally
         or in writing,


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<PAGE>   21
         by such party to the other under this Agreement provided, that if the
         information is disclosed in writing, it must be clearly labeled as
         "Confidential", "Proprietary" or with a similar legend, and if the
         information is disclosed orally, it must be (i) identified as
         Confidential Information at the time of disclosure by the disclosing
         party and (ii) summarized in a writing confirming it is Confidential
         Information and sent to the receiving party within fifteen (15) days
         after disclosure.


         20.2 Confidential Information does not include information that the
         receiving party can demonstrate (i) is now, or hereafter becomes,
         through no fault of the receiving party, generally known or available
         to the public; (ii) was known by the receiving party before receiving
         such information from the disclosing party; (iii) is hereafter
         rightfully obtained by the receiving party from a third party, without
         breach of any obligation to the disclosing party; or (iv) is
         independently developed by the receiving party without use of or
         reference to the Confidential Information by persons who had no access
         to the Confidential Information.


         20.3 Each party agrees to hold the other party's Confidential
         Information in confidence and not to disclose such Confidential
         Information to any third party except as specifically authorized by
         this Agreement or by the other party in writing. Each party may
         disclose the other's Confidential Information to its employees with a
         bona fide need to know such Confidential Information, but only to the
         extent necessary to carry out the purposes of this Agreement and on the
         condition that each party shall ensure that such employees are aware of
         the confidentiality associated with such Confidential Information.


         20.4 All Confidential Information disclosed hereunder is and shall
         remain the property of the disclosing party. No right or license is
         granted other than as expressly set forth in this Agreement.


         20.5 Upon the disclosing party's request or upon the termination or
         expiration of this Agreement, the receiving party shall promptly return
         to the disclosing party all copies of the Confidential Information,
         will destroy all notes, abstracts, or other documents that contain
         Confidential Information, and will provide to the disclosing party a
         written certification of an officer of the receiving party that it has
         done so.


         20.6 These Section 20.0 obligations shall survive for three years from
         the date of initial disclosure of the Confidential Information.



         21.0 TERMINATION AND BANKRUPTCY



         21.1 Except as set forth below with regard to extended cure periods in
         the case of an Event of Material Breach by Vital, either party may
         terminate this Agreement if the other (i) is in breach of any of its
         material obligations in this Agreement and does not remedy such breach
         within 30 days of written notice to do so or (ii) becomes subject to
         liquidation or similar proceedings, ceases to carry on business as an
         ongoing concern, or a receiver is appointed for a substantial part of
         its assets. Termination in this case shall be upon written notice from
         the other.


         21.2 With regard to Vital's obligations, breach of a material
         obligation shall include but not be limited to:


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<PAGE>   22
         a.       if the measurement of Vital's performance under this Agreement
                  for any measurement period as set forth in Schedule 3,
                  produces a result in three or more of any of the six
                  measurement metrics set out in Schedule 3 that is worse than
                  the range specified in the 67% column of the Cost Sharing
                  Credit Evaluation Table (the "Table") of Schedule 3 (an "Event
                  of Material Breach"). For example, the range in the 67% column
                  for metric 1 (Call Response Time) is between >120 seconds and
                  =<240 seconds. Therefore, a result of 241 seconds would be
                  "worse" than the range specified for this measurement metric.

         b.       In the event that an Event of Material Breach occurs, Vital
                  shall promptly present to Madge and implement a corrective
                  plan of action for the subsequent ninety (90) day period.
                  Another measurement will be taken at the conclusion of the
                  ninety (90) day period. If (i) the measurement again produces
                  an Event of Material Breach (not necessarily in relation to
                  the same metrics as the original Event of Material Breach) and
                  (ii) Vital has not made and is not making substantial, good
                  faith efforts and progress towards correcting its performance,
                  then Madge shall have the right to terminate this Agreement
                  upon written notice to Vital.

         21.3 In addition, Madge may terminate this Agreement in the event that
         (a) Vital or its parent company General DataComm, Inc. ("GDC") is
         acquired by a Competitor of Madge and, in the case of GDC, such
         acquiring Competitor does not continue to operate Vital as an
         independent entity with a policy of no parent access to Vital customer
         information or (b) Vital sells or otherwise markets networking products
         in competition with the Products to the extent that Madge reasonably
         believes and can demonstrate that such action will likely have a
         material adverse impact upon Madge's ability to retain its customer
         base for the Products, it being understood the performance of Services
         by Vital and all related activities to install, maintain or repair
         competing networking products are expressly excluded herefrom. or, (c)
         Vital files or becomes subject to a petition under any bankruptcy laws
         or regulations where a liquidation plan is filed that involves the
         dissolution of that portion of Vital's business related to the Services
         for the Products.

         21.4 Madge acknowledges that following the expiration or termination of
         this Agreement by either party and for any reason, Vital will have
         ongoing obligations to its customers for the provision of Services for
         the Products, which obligations accrued prior to the expiration or
         termination of this Agreement. In such event, Vital will require
         support, including spare parts as and to the extent provided in Section
         14, from Madge in order to satisfy its obligations to such customers.
         Therefore, Madge shall continue to provide its support obligations
         hereunder to Vital with respect to such existing Vital customer
         agreements for a period expiring on the last to occur of (i) twelve
         (12) months from the effective date of termination or expiration of
         this Agreement or, (ii) the date of expiration of the last Vital
         customer agreement; Madge shall provide such support obligations at the
         most favorable Madge rates Madge charges for such support obligations
         except there shall be no charge for spare parts for Service Business
         Contracts existing at the Closing Date as set forth in Section 14. For
         new Service contracts for Products entered into by Vital after the
         Closing Date, Madge will charge Vital for spare parts at no more than
         the Madge standard list price for such parts.


         21.5 In the event that Madge files or becomes subject to a petition
         under any bankruptcy or similar laws or regulations where (a) this
         Agreement is not assumed without modification; (b) a liquidation plan
         is filed that involves the dissolution of that portion of Madge's
         business related to the Products; or (c) this Agreement is rejected by
         Madge or a bankruptcy trustee, (each a "Bankruptcy Event") then Vital
         is then hereby granted, for the sole and limited purpose of continuing
         to provide Services for the Products that it is contractually obliged
         to perform, a non-exclusive, royalty-free (except for any royalties
         payable to third parties which shall be paid by Vital), right and
         license to use the technical information and Madge Service Business
         Equipment in its possession with regard to such Products, the software
         and the source code for such Products and such other documentation as
         is necessary to provide such Service. Nothing in this Section shall
         require Madge to grant a license for Vital to use intellectual property
         it does not own or have the right to sublicense to Vital in this
         situation. Vital shall


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<PAGE>   23
         not be obligated to pay to Madge the revenue sharing amounts set forth
         above in Section 11.2 if Madge (or the Madge trustee as applicable)
         does not fully cooperate with Vital to Vital's reasonable satisfaction
         in the provision of the foregoing rights, licenses, technical and other
         information required to be furnished under this Section 21.5.


         21.6 In the event that this Agreement is terminated by Madge for cause
         within 18 months of the Closing Date, Madge shall have the right to the
         return of the Madge Service Business Equipment provided to Vital at the
         outset of this Agreement as set forth in Section 10 above in accordance
         with the following rules:-


                  (i)      All Madge Service Business Equipment as defined in
                           Schedule 4 will be returned to Madge by Vital;

                  (ii)     All Non-Madge Service Business Equipment as defined
                           in Schedule 4 that is not PC/server equipment will be
                           returned to Madge by Vital;

                  (iii)    Non-Madge Service Business Equipment that is
                           PC/server equipment will be divided between the
                           parties and the parties agree to work in good faith
                           to try and ensure that both parties can continue to
                           operate their respective service businesses.

                  (iv)     Non-Madge Service Business Equipment that is not
                           operational, or that has been replaced, destroyed or
                           removed from service by Vital due to obsolescence, is
                           not subject to return to Madge.


If Madge does exercise its right in 21.6(i) above then, upon the request of
Vital, Madge shall sell to Vital replacement Madge Service Business Equipment at
the standard Madge list price for such equipment. The cost of de-installation of
any equipment at Vital transferred to Madge pursuant to this clause and delivery
to and reinstallation at Madge of such equipment shall be borne by Madge.



         22.0 GENERAL.



         22.1 This Agreement and its Schedules make up the entire agreement
         between the parties regarding the outsourcing of the Madge Service
         Business to Vital. This Agreement supersedes all prior oral and written
         agreements and understandings between the parties relating to such
         outsourcing, including the Memo of Understanding dated February 18,
         2000 between the parties, and may only be amended or modified in a
         writing signed by an authorized representative of each party. This
         Agreement supersedes and replaces any terms and conditions of any
         purchase order, acknowledgment, or other standard form of commercial
         document of either party exchanged between the parties during the Term.
         In the event of any conflict, ambiguity or inconsistency between the
         terms and conditions of this Agreement and the terms and conditions of
         any Schedule hereto, the terms and conditions of this Agreement shall
         control.


         22.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL
         EITHER PARTY BE LIABLE TO THE OTHER PARTY OR A THIRD PARTY FOR ANY
         SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED
         UPON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT
         LIMITATION, LOST PROFITS AND OPPORTUNITY), EVEN IF ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES.


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<PAGE>   24
         22.3 This Agreement is intended solely for the benefit of the executing
         parties and their permitted successors and assigns. Except as otherwise
         agreed, no other person or entity shall have any rights under or in
         connection with this Agreement. The parties hereto are independent
         contractors, one with the other, and nothing herein shall constitute
         either party the agent or legal representative of the other for any
         purpose whatsoever except as specifically set forth in this Agreement.



         22.4 Any notice required or permitted to be given hereunder shall be in
         writing and shall be deemed to have been given and received in all
         respects when personally delivered, received by courier, or sent by
         certified mail, return receipt requested, postage prepaid, addressed
         and delivered in all cases to the following:



    If to Vital:                            P. John Woods
                                            President
                                            Vital Network Services, LLC
                                            6 Rubber Avenue
                                            Naugatuck, CT 06770


                                            With a copy to:



                                            Bruce L. Galaro, Esq.
                                            Corporate Counsel
                                            General DataComm, Inc.
                                            Park Road Extension
                                            Middlebury, CT 06762


    If to Madge:                            Michael Wilson
                                            Chief Executive Officer
                                            Madge.connect Holdings B.V.
                                            Wexham Springs
                                            Framewood Road
                                            Wexham, Slough, SL3 6PJ
                                            England


                                            With a copy to:



                                            Kirstie Hallgate, Esq.
                                            Legal Counsel
                                            (at the same address above)


         22.5 Neither party may sell, transfer or assign any right, duty or
         obligation granted or imposed upon it under this Agreement without the
         prior written consent of the other party. Notwithstanding the
         foregoing, Vital may assign this Agreement in whole or in part without
         such consent to (i) any entity that acquires substantially all its
         capital stock or assets, subject to Madge's rights of termination in
         Sections 21.2 (a) and (b) herein or (ii) to any Affiliate, provided
         such entity or Affiliate expressly assumes Vital's obligations
         hereunder. Madge may assign this Agreement in whole or in part without
         such consent to (i) any entity that acquires substantially all its
         capital stock or assets or (ii) to any Affiliate, provided such entity
         or Affiliate expressly assumes Madge's obligations hereunder.


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<PAGE>   25
         22.6 This Agreement shall be deemed to have been entered into and shall
         be construed and enforced in accordance with the laws of England.



         22.7 During the Term and for one (1) year thereafter, neither party
         shall, directly or indirectly, either solicit for employment, offer
         employment, hire or use the services of any employee of the other, so
         long as such employee is employed by the other and for a period of one
         hundred eighty (180) days thereafter, without first receiving the
         written consent of the other. This Section 22.7 shall not apply to
         Vital's hiring of the Transferred Employees or to the Madge re-hiring
         of any Transferred Employees terminated by Vital pursuant to Section
         7.4.



         22.8 Any waiver of a breach of this Agreement shall not be a waiver of
         any other or subsequent breach.



         22.9 Any indemnification obligations of a party hereto shall survive
         the expiration of the Term for a period of one (1) year. Any other
         Section or the specific provisions of any other Section which by their
         nature are clearly intended to survive the expiration of the Term,
         shall so survive.


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<PAGE>   26
    IN WITNESS WHEREOF, each party represents that it has caused this Agreement
    to be executed on its behalf on the date first above written by a
    representative empowered to bind that party with respect to the undertakings
    and obligations contained herein.





    VITAL NETWORK
    SERVICES, LLC                           MADGE.CONNECT HOLDINGS B.V.


    BY:/s/ P J Woods                      BY   /s/ Michael D. Wilson
      ___________________________           _________________________________



    NAME:   P J Woods                     NAME: Michael D. Wilson
         ________________________             _______________________________



    TITLE:    President                   TITLE  Chief Executive Officer
         ________________________              ______________________________





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<PAGE>   27
                                   SCHEDULE 1


                                LIST OF PRODUCTS



                                   SCHEDULE 2


                              TRANSFERRED EMPLOYEES



                                   SCHEDULE 3


                 VITAL PERFORMANCE REQUIREMENTS AND MEASUREMENT



                                   SCHEDULE 4


         MADGE SERVICE BUSINESS EQUIPMENT TO BE LOANED TO VITAL AND NON-
           MADGE SERVICE BUSINESS EQUIPMENT TO TRANSFERRED TO VITAL.



                                   SCHEDULE 5


            LISTING OF SERVICE BUSINESS CONTRACTS AS AT CLOSING DATE.



                                   SCHEDULE 6


                                     ASSETS



                                   SCHEDULE 7


                               TRANSITION SCHEDULE



                                   SCHEDULE 8


                           ESCALATION & RMA PROCEDURES



                                   SCHEDULE 9


                        MADGE AUTHORISED SERVICE PARTNERS



                                   SCHEDULE 10



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<PAGE>   28
            OEM CONTRACTS AND RELATED PRODUCTS FOR EACH OEM CONTRACT



                                   SCHEDULE 11


       KEY ACCOUNT CUSTOMERS, TIER 1 RESELLERS & Key WAVE Accounts in ROW



                             EXCEPTION SCHEDULE 5.3


                             EXCEPTION SCHEDULE 5.6


                             EXCEPTION SCHEDULE 5.8



                        SCHEDULES AVAILABLE UPON REQUEST



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