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                                                                Exhibit 4.(c)(i)


                        CONTRACT OF EMPLOYMENT (REVISED)


                                  CHRIS BRADLEY





                                5TH NOVEMBER 1998



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5th November 1998                         Contract of Employment - Chris Bradley

                             CONTRACT OF EMPLOYMENT

                                    INCLUDING

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


THE PARTIES

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

NAME OF EMPLOYEE                                     CHRIS BRADLEY
(referred to in this contract as "you")


1.       POSITION

         Your role is Vice President, Finance (Corporate), reporting initially
         to Robert Madge, Chairman and Chief Executive Officer of Madge Networks
         N.V. until such time that a new Chief Financial Officer is appointed.

         In this role you will contribute at an executive level to the
         activities of the Madge Networks group of companies, including
         involvement in projects to assist our existing and future business
         divisions.

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

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

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2.       COMMENCEMENT DATE

         For the purpose of continuous service, your commencement date with the
         Company is 30th September 1996.

3.       SALARY AND PERFORMANCE

         Effective 1st November 1998, your salary will be increased to L110,000
         per annum will be paid by 12 monthly instalments in arrears. Salaries
         are paid on or before the 28th day of each month by credit transfer
         into your bank or building society account and are subject to
         deductions for taxation, National Insurance or other matters as
         required by law or authorised by you.

         Salary reviews are discretionary and dependent on business
         considerations as well as individual performance. Your salary will
         normally be reviewed on an annual basis, and your next review will be
         January 2000.

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

4.       BONUS

         You will be eligible to participate in the Employee Bonus Scheme which
         consists of two elements - Company Performance and Individual
         Performance. The amounts paid will be at the Company discretion and
         will be in line with scheme rules. Further details of this scheme will
         be advised to you by Robert Madge, Chairman and Chief Executive
         Officer.

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

5.       CAR/CAR ALLOWANCE

         With effect from 1st November 1998, you are eligible to receive an
         increased car allowance of L900 per month. You may, however, decide to
         select a Company car, in which case, you will be provided with a
         Company vehicle, appropriate to your status, for business and private
         use. The vehicle is provided subject to the rules of the Company's Car
         Policy which can change at the discretion of the Company, which do not
         form part of your Contract of Employment.

         Under the current policy, the Company will reimburse you for all
         reasonable servicing and maintenance costs, insurance premiums and the
         cost of petrol that

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         you purchase for business and private use in the UK. You are required
         to maintain the car in good working condition at all times.

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

         This is an assessable benefit according to Inland Revenue regulations.

         A copy of the Company's Car Policy is enclosed for your information.

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


6.       PERFORMANCE APPRAISAL

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

7.       HOURS OF WORK

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

8.       PLACE OF WORK

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

9.       HOLIDAYS

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

         You are entitled to 23 days' holiday with pay in every calendar year
         (exclusive of bank and public holidays), and a maximum of 5 days
         holiday remaining at the end of any holiday year may be carried forward
         into the next year. The Company expects holiday times to be agreed
         before confirmation.

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         If you leave the Company, your holiday entitlement for the last year
         you work will be accrued on a pro rata basis for each complete week of
         service in that holiday year. The Company may at its discretion require
         you to take during your notice period any holiday entitlement which
         will have accrued by the date of the termination of your employment but
         which has not been taken; or to pay you in lieu of holiday accrued but
         not taken by the date of termination of your employment. (No payment in
         lieu will be made where your employment is terminated by the Company
         for gross misconduct) Payment in lieu of untaken holiday entitlement on
         termination will be subject to deductions for taxation, National
         Insurance or other matters as required by law or authorised by you.
         Deductions will be made for any excess holidays taken.

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

10.      SICKNESS

         The Company will pay for absences due to illness or injury at your base
         salary (less State Benefits whether claimed or not) for a maximum
         aggregate period of absence of 13 weeks in any 12 calendar month
         period, subject to satisfactory medical evidence. Any absences for
         further periods will be remunerated at the discretion of the Company.
         You should exercise reasonable diligence to inform the Company if away
         due to ill health, and a doctor's certificate must be provided for
         absences in excess of seven days.

         If the sickness, injury or accident is caused by the act or omission of
         a third party you must, at the Company's request, include in any claim
         for damages against such third party a claim in respect of monies paid
         by the Company under this clause 10 and must refund to the Company any
         damages recovered.

11.      STOCK PLAN (SHARES)


         Promotion

         As a result of your promotion to the position of Vice President,
         Finance (Corporate), it will be recommended to the Management Board
         that you be granted 25,000 options.


         Stock Purchase Plan

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

         The Company reserves the right to amend or terminate the above
         mentioned plan at any time, with or without replacement, subject to the
         provisions of the Plan. Participation is subject to the rules of the
         above-mentioned plan, a copy of which is available upon request.

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         The scheme above may be subject to deductions for taxation, National
         Insurance or other matters as required by law or authorised by you.

12.      INSURANCES

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

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

         2.   Long-term disability insurance scheme - you will be included in
              the Company Permanent Health Insurance Scheme which will provide
              you with an income should you be absent from work for more than 13
              weeks due to illness or disablement.

         3.   medical insurance scheme - the Company will provide health cover
              for yourself and your family under the current scheme which is
              with the Private Patients Plan (PPP).

         4.   travel business and accident insurance scheme.

         Benefits under any insurance scheme will be subject to the rules of the
         scheme and the terms of any applicable insurance policy and are
         conditional on you complying with and satisfying any requirements of
         the insurers. Copies are available from the Human Resources department
         and will be provided to you upon request. The Company shall not be
         liable to pay any benefit to you under any insurance scheme unless it
         receives payment of the benefit from the insurance provider of the
         scheme.

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

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


13.      PENSION

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         The Company operates a pension scheme and will contribute an amount
         equal to 10% of your basic salary, subject to any applicable Inland
         Revenue limits, to either this scheme or an approved pension scheme of
         your choice.

14.      DISCIPLINARY AND GRIEVANCES PROCEDURE

         The disciplinary rules applicable to your employment and the Company's
         grievance procedure are available from the Human Resources department.

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

         If you are dissatisfied with any disciplinary decision or wish to raise
         any grievance in relation to your employment you should apply in
         writing to your head of department who will endeavour to propose a
         solution within 14 days of receipt.

15.      NOTICE

         The Company will provide you with six (6) months' notice in writing of
         the termination of your employment. You are also required to give the
         Company six (6) months notice in writing to terminate your employment.

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

         The above is subject to the Company's right to terminate your
         employment at any time without notice for gross misconduct, and without
         any payment in lieu of notice.

         In addition, the Company reserves the right to terminate your
         employment without notice should you be unable properly to perform your
         duties for a total period aggregating 60 days in any 12 month period.

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

16.      GARDEN LEAVE

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

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

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

17.      WARRANTY

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

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

18.      PROTECTIVE COVENANTS

         The Company naturally seeks loyalty from its employees and so you are
         requested to devote your full time, attention and abilities to your job
         duties during working hours, and to act in the best interests of the
         Company at all times. You must not, without the Company's written
         consent, be in any way directly or indirectly engaged or concerned in
         any other business. Notwithstanding the foregoing, nothing will prevent
         you from holding shares or other publicly traded securities or in
         making passive investments provided that the investments are in
         businesses unrelated to the actual or anticipated business of the
         Company.

         You will use your best endeavours to promote the interests of the
         Company and observe the utmost good faith towards the Company; and
         comply with all the Company's rules, regulations and policies at all
         times.

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19.      CONFIDENTIAL INFORMATION

         The Company has strict rules regarding the confidentiality of
         information, and breaching of these rules would commercially damage the
         Company. For this reason, except in the proper performance of your
         duties, you will not either during your employment or at any time
         afterwards, use or communicate to any person any information of a
         confidential nature concerning:

                  (a) the business of the Company or any company in the Madge
                  Group which comes to your knowledge during the course of or in
                  connection with your employment or your holding any office
                  within the Madge Group from any source within the Company or
                  any company in the Madge Group; or

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

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

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

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


20.      INTELLECTUAL PROPERTY

         You will promptly disclose to the Company any invention, development,
         discovery, improvement, new software or source code or design made by
         you whether alone or with others during the performance of your duties
         as an

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         employee and whether or not the same is capable of protection as
         intellectual property by patent, copyright, design right, as a trade
         mark or by other means and you shall not use, disclose to any person or
         exploit the same without the express prior written consent of the
         Company.

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

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

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

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

21.      NON COMPETITION

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

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

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

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         Date a customer of the Company or any Group Company and with whom you
         were actively involved in the course of your employment during the 6
         months period;

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

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

         In this clause:

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

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

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

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

22.      TRAVEL AND WORKING OVERSEAS

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

23.      COLLECTIVE AGREEMENT

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

24.      GENERAL

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

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



         /s/ Alison Edge                             /s/ Christopher Bradley
         ----------------------------                ---------------------------
         ALISON EDGE                                          CHRIS BRADLEY
         DIRECTOR OF HUMAN RESOURCES
         FOR AND ON BEHALF OF
         MADGE NETWORKS LIMITED

         DATE:    5 November 1998                    DATE: 16 November 1998
                  --------------------                     ---------------------

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CONFIDENTIAL DOCUMENT

COMPENSATION PACKAGE FOR CHRIS BRADLEY

[Drawn up by Robert Madge, 23-Nov-99]

 JOB ROLE:                        CFO OF MADGE NETWORKS NV, AND CFO OF MADGE.WEB
                                  (EQUIVALENT TO LEVEL OF SENIOR VP)

 Basic salary:                    L145,000 per year, with effect from 1-Jan-00

 Standard annual bonus:           50% of basic salary at full achievement of
                                  agreed targets (payable after year end)

 Special security bonus:          50% of basic salary, fixed rate on continued
                                  service, payable cumulatively for 2 years in
                                  advance (ie, security bonus applies to years
                                  2000 and 2001, and is fully paid in December
                                  1999), repayable pro-rata to the company on
                                  voluntary termination.

 Special financing bonus:         L40,000 on conclusion of at least $10m
                                  financing for Madge.web (payable on completion
                                  of financing).

 Stock Options:                   Award to be made on creation of Madge.web
                                  executive option scheme

 Pension:                         12% of basic salary

 Car Allowance:                   Senior VP rate, currently L1,005 per month
                                  L12,060 per annum)

 Notice period:                   12 months rolling notice period on termination
                                  without cause Guaranteed employment to 31st
                                  December 2001.

Accepted and agreed:              /s/ Christopher Bradley

                                  25 November 1999


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                                                                Exhibit 4(c)(ii)

                            INDEMNIFICATION AGREEMENT


      THIS AGREEMENT is entered into, effective as of 1 November 1998 between
Madge Networks N.V., a corporation organized under the laws of The Netherlands
(the "Company"), and Christopher Bradley ("Indemnitee").

      WHEREAS, it is essential to the Company and its subsidiaries to retain and
attract as directors and officers the most capable persons available;

      WHEREAS, Indemnitee has agreed to serve as a director or as an
officer of the Company or its subsidiaries;

      WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims currently being asserted against directors and
officers of corporations; and

      WHEREAS, in recognition of Indemnitee's need for substantial protection
against personal liability in order to enhance Indemnitee's continued and
effective service to the Company and its subsidiaries, and in order to induce
Indemnitee to provide services to the Company or one of its subsidiaries as a
director or an officer, the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Indemnitee to the fullest
extent (whether partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the coverage of
Indemnitee under the Company's directors' and officers' liability insurance
policies.

      NOW, THEREFORE, in consideration of the above premises and of Indemnitee's
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties agree as
follows:

      1.    Certain Definitions:

            a. Board: the Board of the Company.

            b. Change in Control: shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities Act
of 1934, as amended), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned directly or
indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of the total
voting power represented by the Company's then outstanding Voting Securities, or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so


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approved, cease for any reason to constitute a majority thereof, or (iii) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation that would
result in the Voting Securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into Voting Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company (in one
transaction or a series of transactions) of all or substantially all of the
Company's assets.

            c. Expenses: any expense, liability, or loss, including attorneys'
fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be
paid in settlement, any interest, assessments, or other charges imposed thereon,
and any federal, state, local, or foreign taxes imposed as a result of the
actual or deemed receipt of any payments under this Agreement, paid or incurred
in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding relating to any Indemnifiable Event.

            d. Indemnifiable Event: any event or occurrence that takes place
either prior to or after the execution of this Agreement, related to the fact
that Indemnitee is or was a director or an officer of the Company or a
subsidiary of the Company, or while a director or officer is or was serving at
the request of the Company as a director, officer, employee, trustee, agent, or
fiduciary of another foreign or domestic corporation, partnership, joint
venture, employee benefit plan, trust, or other enterprise, or was a director,
officer, employee, or agent of a foreign or domestic corporation that was a
predecessor corporation of the Company or of another enterprise at the request
of such predecessor corporation, or related to anything done or not done by
Indemnitee in any such capacity, whether or not the basis of the Proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent of the Company, as described above.

            e. Independent Counsel: the person or body appointed in connection
with Section 3.

            f. Potential Change in Control: shall be deemed to have occurred if
(i) the Company enters into an agreement or arrangement, the consummation of
which would result in the occurrence of a Change in Control; (ii) any person
(including the Company) publicly announces an intention to take or to consider
taking actions that, if consummated, would constitute a Change in Control; (iii)
any person (other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company acting in such capacity or a corporation
owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company),
who is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing 10% or more of the combined voting power of the
Company's then outstanding Voting Securities, increases his beneficial ownership
of such securities by 5% or more over the percentage so owned by such


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person on the date hereof, or (iv) the Board adopts a resolution to the effect
that, for purposes of this Agreement, a Potential Change in Control has
occurred.

            g. Proceeding: any threatened, pending, or completed action, suit,
or proceeding, or any inquiry, hearing, or investigation, whether conducted by
the Company or any other party, that Indemnitee in good faith believes might
lead to the institution of any such action, suit, or proceeding, whether civil,
criminal, administrative, investigative, or other.

            h. Reviewing Party: the person or body appointed in accordance with
Section 3.

            i. Voting Securities: any securities of the Company that vote
generally in the election of directors.

      2.    Agreement to Indemnify.

            a. General Agreement. In the event Indemnitee was, is, or becomes a
party to or witness or other participant in, or is threatened to be made a party
to or witness or other participant in, a Proceeding by reason of (or arising in
part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from
and against any and all Expenses to the fullest extent permitted by law, as the
same exists or may hereafter be amended or interpreted (but in the case of any
such amendment or interpretation, only to the extent that such amendment or
interpretation permits the Company to provide broader indemnification rights
than were permitted prior thereto). The parties hereto intend that this
Agreement shall provide for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification
provided by the Company's Articles of Association, vote of its shareholders or
disinterested directors, or applicable law.

            b. Initiation of Proceeding. Notwithstanding anything in this
Agreement to the contrary, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding initiated by
Indemnitee against the Company or any director or officer of the Company or a
subsidiary of the Company unless (i) the Company has joined in or the Board has
consented to the initiation of such Proceeding; (ii) the Proceeding is one to
enforce indemnification rights under Section 5; or (iii) the Proceeding is
instituted after a Change in Control and Independent Counsel has approved its
initiation.

            c. Expense Advances. If so requested by Indemnitee, the Company
shall advance (within ten business days of such request) any and all Expenses to
Indemnitee (an "Expense Advance"); provided that, if and to the extent that the
Reviewing Party determines that Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts
theretofore paid. If Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, as provided in Section 4, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding


                                      387
<PAGE>   17


and Indemnitee shall not be required to reimburse the Company for any Expense
Advance until a final judicial determination is made with respect thereto (as to
which all rights of appeal therefrom have been exhausted or have lapsed).
Indemnitee's obligation to reimburse the Company for Expense Advances shall be
unsecured and no interest shall be charged thereon.

            d. Mandatory Indemnification. Notwithstanding any other provision of
this Agreement, to the extent that Indemnitee has been successful on the merits
in defense of any Proceeding relating in whole or in part to an Indemnifiable
Event or in defense of any issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.

            e. Partial Indemnification. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of Expenses, but not, however, for the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.

            f. Prohibited Indemnification. No indemnification pursuant to this
Agreement shall be paid by the Company in the event Indemnitee is found in the
applicable Proceeding to have committed gross negligence or an intentionally
wrongful act.

3.    Reviewing Party.

      Prior to any Change in Control, the Reviewing Party shall be any
appropriate person or body consisting of a member or members of the Board or any
other person or body appointed by the Board who is not a party to the particular
Proceeding with respect to which Indemnitee is seeking indemnification; after a
Change in Control, the Reviewing Party shall be the Independent Counsel referred
to below. With respect to all matters arising after a Change in Control (other
than a Change in Control approved by a majority of the directors on the Board
who were directors immediately prior to such Change in Control) concerning the
rights of Indemnitee to indemnity payments and Expense Advances under this
Agreement or any other agreement or under applicable law or the Company's
Articles of Association now or hereafter in effect relating to indemnification
for Indemnifiable Events, the Company shall seek legal advice only from
Independent Counsel selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld), and who has not otherwise
performed services for the Company or the Indemnitee (other than in connection
with indemnification matters) within the last five years. The Independent
Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement. Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and
to what extent the Indemnitee should be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable fees of the Independent
Counsel and to indemnify fully such counsel against any and all expenses
(including attorneys' fees), claims, liabilities, loss, and damages arising out
of or relating to this Agreement or the engagement of Independent Counsel
pursuant hereto.


                                      388
<PAGE>   18


      4.    Indemnification Process and Appeal.

            a. Indemnification Payment. Indemnitee shall be entitled to
indemnification of Expenses, and shall receive payment thereof, from the Company
in accordance with this Agreement as soon as practicable after Indemnitee has
made written demand on the Company for indemnification, unless the Reviewing
Party has given a written opinion to the Company that Indemnitee is not entitled
to indemnification under applicable law.

            b. Suit to Enforce Rights. Regardless of any action by the Reviewing
Party, if Indemnitee has not received full indemnification within thirty days
after making a demand in accordance with Section 4(a), Indemnitee shall have the
right to enforce its indemnification rights under this Agreement by commencing
litigation in any court in The Netherlands having subject matter jurisdiction
thereof and in which venue is proper seeking an initial determination by the
court or challenging any determination by the Reviewing Party or any aspect
thereof. The Company hereby consents to service of process and to appear in any
such proceeding. Any determination by the Reviewing Party not challenged by the
Indemnitee shall be binding on the Company and Indemnitee. The remedy provided
for in this Section 4 shall be in addition to any other remedies available to
Indemnitee in law or equity.

            c. Defense to Indemnification, Burden of Proof, and Presumptions. It
shall be a defense to any action brought by Indemnitee against the Company to
enforce this Agreement (other than an action brought to enforce a claim for
Expenses incurred in defending a Proceeding in advance of its final disposition
where the required undertaking has been tendered to the Company) that it is not
permissible under applicable law for the Company to indemnify Indemnitee for the
amount claimed. In connection with any such action or any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proving such a defense or determination
shall be on the Company. Neither the failure of the Reviewing Party or the
Company (including its Board, independent legal counsel, or its shareholders) to
have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimant is proper under the circumstances because
he has met the standard of conduct set forth in applicable law, nor an actual
determination by the Reviewing Party or Company (including its Board,
independent legal counsel, or its shareholders) that the Indemnitee had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the Indemnitee has not met the applicable standard of
conduct. For purposes of this Agreement, the termination of any claim, action,
suit, or proceeding, by judgment, order, settlement (whether with or without
court approval), conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.


                                      389
<PAGE>   19


      5.    Indemnification for Expenses Incurred in Enforcing Rights.

      The Company shall indemnify Indemnitee against any and all Expenses and,
if requested by Indemnitee, shall (within ten business days of such request),
advance such Expenses to Indemnitee, that are incurred by Indemnitee in
connection with any claim asserted against or action brought by Indemnitee for

            (i)   indemnification of Expenses or Expense Advances by the Company
                  under this Agreement or any other agreement or under
                  applicable law or the Company's Articles of Association now or
                  hereafter in effect relating to indemnification for
                  Indemnifiable Events, and/or

            (ii)  recovery under directors' and officers' liability insurance
                  policies maintained by the Company, regardless of whether
                  Indemnitee ultimately is determined to be entitled to such
                  indemnification, Expense Advances, or insurance recovery, as
                  the case may be.

      6.    Notification and Defense of Proceeding.

            a. Notice. Promptly after receipt by Indemnitee of notice of the
commencement of any Proceeding, Indemnitee will, if a claim in respect thereof
is to be made against the Company under this Agreement, notify the Company of
the commencement thereof; but the omission so to notify the Company will not
relieve it from any liability that it may have to Indemnitee, except as provided
in Section 6(c).

            b. Defense. With respect to any Proceeding as to which Indemnitee
notifies the Company of the commencement thereof, the Company will be entitled
to participate in the Proceeding at its own expense and except as otherwise
provided below, to the extent the Company so wishes, it may assume the defense
thereof with counsel reasonably satisfactory to Indemnitee. After notice from
the Company to Indemnitee of its election to assume the defense of any
Proceeding, the Company will not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently incurred by Indemnitee in connection
with the defense of such Proceeding other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ his
own counsel in such Proceeding, but all Expenses related thereto incurred after
notice from the Company of its assumption of the defense shall be at
Indemnitee's expense unless: (i) the employment of counsel by Indemnitee has
been authorized by the Company, (ii) Indemnitee has reasonably determined that
there may be a conflict of interest between Indemnitee and the Company in the
defense of the Proceeding, (iii) after a Change in Control, the employment of
counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the
Company shall not in fact have employed counsel to assume the defense of such
Proceeding, in each of which case all Expenses of the Proceeding shall be borne
by the Company. The Company shall not be entitled to assume the defense of any
Proceeding brought by or on behalf of the Company or as to which Indemnitee
shall have made the determination provided for in (ii) above.


                                      390
<PAGE>   20


            c. Settlement of Claims. The Company shall not be liable to
indemnify Indemnitee under this Agreement or otherwise for any amounts paid in
settlement of any Proceeding effected without the Company's written consent,
provided, however, that if a Change in Control has occurred, the Company shall
be liable for indemnification of Indemnitee for amounts paid in settlement if
the Independent Counsel has approved the settlement. The Company shall not
settle any Proceeding in any manner that would impose any penalty or limitation
on Indemnitee without Indemnitee's written consent. Neither the Company nor the
Indemnitee will unreasonably withhold their consent to any proposed settlement.
The Company shall not be liable to indemnify the Indemnitee under this Agreement
with regard to any judicial award if the Company was not given a reasonable and
timely opportunity, at its expense, to participate in the defense of such
action; the Company's liability hereunder shall not be excused if participation
in the Proceeding by the Company was barred by this Agreement.

7.    Establishment of Trust.

      In the event of a Change in Control or a Potential Change in Control, the
Company shall, upon written request by Indemnitee, create a Trust under the law
of an appropriate jurisdiction which recognizes trusts as legal entities for the
benefit of the Indemnitee and from time to time upon written request of
Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all
Expenses reasonably anticipated at the time of each such request to be incurred
in connection with investigating, preparing for, participating in, and/or
defending any Proceeding relating to an Indemnifiable Event. The amount or
amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Reviewing Party. The terms of the Trust
shall provide that upon a Change in Control, (i) the Trust shall not be revoked
or the principal thereof invaded, without the written consent of the Indemnitee,
(ii) the Trustee shall advance, within ten business days of a request by the
Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby
agrees to reimburse the Trust under the same circumstances for which the
Indemnitee would be required to reimburse the Company under Section 2(c) of this
Agreement), (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the Trustee shall
promptly pay to the Indemnitee all amounts for which the Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v) all
unexpended funds in the Trust shall revert to the Company upon a final
determination by the Reviewing Party or a court of competent jurisdiction, as
the case may be, that the Indemnitee has been fully indemnified under the terms
of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in
this Section 7 shall relieve the Company of any of its obligations under this
Agreement. All income earned on the assets held in the Trust shall be reported
as income by the Company for federal, state, local, and foreign tax purposes.
The Company shall pay all costs of establishing and maintaining the Trust and
shall indemnify the Trustee against any and all expenses (including attorneys'
fees), claims, liabilities, loss, and damages arising out of or relating to this
Agreement or the establishment and maintenance of the Trust.


                                      391
<PAGE>   21


8.    Non-Exclusivity.

      The rights of Indemnitee hereunder shall be in addition to any other
rights Indemnitee may have under the Company's Articles of Association,
applicable law, or otherwise. To the extent that a change in applicable law
(whether by statute or judicial decision) permits greater indemnification by
agreement than would be afforded currently under the Company's Articles of
Association, applicable law, or this Agreement, it is the intent of the parties
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such
change.

9.    Liability Insurance.

      To the extent the Company maintains an insurance policy or policies
providing directors' and officers' liability insurance, once Indemnitee becomes
a director, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.

10.   Period of Limitations.

      No legal action shall be brought and no cause of action shall be asserted
by or on behalf of the Company or any affiliate of the Company against
Indemnitee, Indemnitee's spouse, heirs, executors, or personal or legal
representatives after the expiration of two years from the date of accrual of
such cause of action, or such longer period as may be required by state law
under the circumstances. Any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such period; provided, however, that if
any shorter period of limitations is otherwise applicable to any such cause of
action the shorter period shall govern.

11.   Amendment of this Agreement.

      No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall operate as a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver. Except as specifically provided herein, no failure to
exercise or any delay in exercising any right or remedy hereunder shall
constitute a waiver thereof.

12.   Subrogation.

      In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.


                                      392
<PAGE>   22


13.   No Duplication of Payments.

      The Company shall not be liable under this Agreement to make any payment
in connection with any claim made against Indemnitee to the extent Indemnitee
has otherwise received payment (under any insurance policy, or otherwise) of the
amounts otherwise indemnifiable hereunder.

14.   Binding Effect.

      This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any
direct or indirect successor by purchase, merger, consolidation, or otherwise to
all or substantially all of the business and/or assets of the Company), assigns,
spouses, heirs, and personal and legal representatives. The Company shall
require and cause any successor (whether direct or indirect by purchase, merger,
consolidation, or otherwise) to all, substantially all, or a substantial part,
of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. The
indemnification provided under this Agreement shall continue as to Indemnitee
for any action taken or not taken while serving in an indemnified capacity
pertaining to an Indemnifiable Event even though he may have ceased to serve in
such capacity at the time of any Proceeding.

15.   Severability.

      If any provision (or portion thereof) of this Agreement shall be held by a
court of competent jurisdiction to be invalid, void, or otherwise unenforceable,
the remaining provisions shall remain enforceable to the fullest extent
permitted by law. Furthermore, to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void, or otherwise unenforceable,
that is not itself invalid, void, or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, void, or
unenforceable.

16.   Governing Law.

      This Agreement shall be governed by and construed and enforced in
accordance with the laws of The Netherlands.

17.   Notices.

      All notices, demands, and other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered by hand, against receipt, or mailed, postage prepaid, certified or
registered mail, return receipt requested, and addressed to:


                                      393
<PAGE>   23


                              Managing Director
                              Madge Networks N.V.
                              Transpolis Schiphol Airport
                              Polaris Avenue 23
                              2132 JH Hoofddorp
                              The Netherlands

with copies to:               Legal Counsel
                              Madge Networks Limited
                              Framewood Road
                              Wexham
                              Slough SL3 6PJ
                              England

and to:                       Arnout Stroeve
                              Houthoff Buruma
                              Parnassusweg 126
                              1070 AM Amsterdam
                              The Netherlands

and to Indemnitee at:         Christopher Bradley


Notice of change of address shall be effective only when done in accordance with
this Section. All notices complying with this Section shall be deemed to have
been received on the date of delivery or on the third business day after
mailing.


                                      394
<PAGE>   24


            IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day specified above.


                        COMPANY:    Madge Networks N.V., a corporation
                                    organized under the laws of The
                                    Netherlands


                        Madge Networks N.V.



                        By:     /s/ Robert H. Madge
                                ------------------------------------
                        Name:           Robert H. Madge
                        Title:          Chairman & CEO



                        INDEMNITEE:     /s/ Christopher Bradley
                                     ----------------------------
                                          Christopher Bradley


                                      395
<PAGE>   25


                            INDEMNIFICATION AGREEMENT


THIS AGREEMENT is entered into, effective as of June 14, 1993 between Madge
N.V., a corporation organized under the laws of the Netherlands (the "Company"),
and Michael Fischer ("Indemnitee") .

WHEREAS, it is essential to the company to retain and attract as directors and
officers the most capable persons
available;

WHEREAS, Indemnitee is a director and/or officer of the Company or a subsidiary
of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of
litigation and other claims currently being asserted against directors and
officers of corporations; and

WHEREAS, in recognition of Indemnitee's need for substantial protection against
personal liability in order to enhance Indemnitee's continued and effective
service to the Company, and in order to induce Indemnitee to provide services to
the Company or one of its subsidiaries as a director or officer, the Company
wishes to provide in this Agreement for the indemnification of and the advancing
of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law and as set forth ih this Agreement, and, to the extent
insurance is maintained, for the coverage of Indemnitee under the Company's
directors' and officers' liability insurance policies.

NOW, THEREFORE, in consideration of the above premises and of Indemnitee's
continuing to serve the Company directly or, at its request, with another
enterprise, and intending to be legally bound hereby, the parties agree as
follows;

1. Certain Definitions:

a. Board:   the Board of the company.

b. Chanqe in Control: shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the securities Act of 1934, as
amended), other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or a corporation owned directly or
indirectly by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of the total
voting power represented by the company's then outstanding Voting securities, or
(ii) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or (iii) the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation that would result in the
voting Securities of the company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total voting
power represented by the Voting Securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the company (in one
transaction or a series of transactions) of all or substantially all of the
Company's assets.

c. Expenses: any expense, liability, or loss, including attorneys' fees,
judqments, fines, ERISA excise taxes and penalties, amounts paid or to be paid
in settlement, any interest, assessments, or other charges imposed thereon, and
any federal, state, local, or foreign taxes imposed as a result of the actual or
deemed receipt of any payments under this Agreement, paid or incurred in
connection with investigating, defending, being a witness in, or participating
in (including on appeal), or preparing for any of the foregoing in, any
Proceeding relating to any Indemnifiable Event.


                                      396
<PAGE>   26


d. Indemnifiable Event: any event or occurrence that takes place either prior to
or after the execution of this Agreement, related to the fact that Indemnitee is
or was a director or an officer of the company or a subsidiary of the Company,
or while a director or officer is or was serving at the request of the Company
as a director, officer, employee, trustee, agent, or fiduciary of another
foreign or domestic corporation, partnership, joint venture, employee benefit
plan, trust, or other enterprise, or was a director, officer, employee, or agent
of a foreign or domestic corporation that was a predecessor corporation of the
company or of another enterprise at the request of such predecessor corporation,
or related to anything done or not done by Indemnitee in any such capacity,
whether or not the basis of the Proceeding is alleged action in an official
capacity as a director, officer, employee, or agent or in any other capacity
while serving as a director, officer, employee, or agent of the company, as
described above.

e. Independent Counsel: the person or body appointed in connection with Section
3.

f. Potential Change in Contro1: shall be deemed to have occurred if (i) the
Company enters into an agreement or arrangement, the consummation of which would
result in the occurrence of a Change in Control; (ii) any person (including the
company) publicly announces an intention to take or to consider taking actions
that, if consummated, would constitute a Change in Control; (iii) any person
(other than a trustee or other fiduciary holding securities under an employee
benefit plan of the company acting in such capacity or a corporation owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company), who is or becomes
the Beneficial Owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's then
outstanding voting Securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person on the date
hereof, or (iv) the Board adopts a resolution to the effect that, for purposes
of this Agreement, a Potential Change in Control has occurred.

g. Proceeding: any threatened, pending, or completed action, suit, or
proceeding, or any inquiry, hearing, or investigation, whether conducted by the
Company or any other party, that Indemnitee in good faith believes might lead to
the institution of any such action, suit, or proceeding, whether civil,
criminal, administraive, investigative, or other.

h. Reviewing Party: the person or body appointed in accordance with Section 3.

i. Voting Securities: any securities of Company that vote generally in the
 .election of directors.

2. Agreement to Indemnify.

a. General Agreement. In the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Proceeding by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and
against any and all Expenses to the fullest extent permitted by law, as the same
exists or may hereafter be amended or interpreted (but in the case of any such
amendment or interpretation, only to the extent that such amendment or
interpretation permits the Company to provide broader indemnification rights
than were permitted prior thereto). The parties hereto intend that this
Agreement shall provide for indemnification in excess of that expres6ly
permitted by statute, including, without limitation, any indemnification
provided by the Company's Articles of Association, vote of its Shareholders or
disinterested directors, or applicable law.

b. Initiation of Proceeding. Notwithstanding anything in this Agreement to the
contrary, Indemnitee shall not be entitled to indemnification pursuant to this
Agreement in connection with any Proceeding initiated by Indemnitee against the
company or any director or officer of the Company or a subsidiary of the Company
unless (i) the Company has joined in or the Board has consented to the
initiation of such Proceedings (ii) the proceeding is one to enforce
indemnification rights under section 5; or (iii) the Proceeding is instituted
after a Change in control and Independent Counsel has approved its initiation.

c. Expense Advances. If so requested by Indemnitee, the Company shall advance
(within ten business days of such request) any and all Expenses to Indemnitee
(an "Expense Advance"); provided that, if and to the extent that the Reviewing
party determines that Indemnitee would not be permitted to be so indemnified
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee (who hereby agrees to reimburse the company) for all such amounts
theretofore paid. If Indemnitee has commenced legal proceedings in a court of
competent jurisdiction to secure a determination that Indemnitee should be
indemnified under applicable law, as provided in section 4, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or


                                      397
<PAGE>   27


have lapsed). Indemnitee's obligation to reimburse the Company for Expense
Advances shall be unsecured and no interest shall be charged thereon.

d. Mandatory Indemnification. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits in
defense of any Proceeding relating in whole or in part to an Indemnitiable Event
or in defense of any issue or matter therein, Indemnitee shall be indemnified
against all Expenses incurred in connection therewith.

e. Partial Indemnification. If Indemnitee is entitled under any provision of
this Agreement to indemnification by the Company for some or a portion of
Expenses, but not, however, for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.

f. Prohibited Indemnification. No indemnification pursuant to this Agreement
shall be paid by the Company in the event Indemnitee is found in the applicable
Proceeding to have committed gross negligence or an intentionally wrongful act."

3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be
any appropriate person or body consisting of a member or members of the Board or
any other person or body appointed by the Board who is not a party to the
particular Proceeding with respect to which Indemnitee is seeking
indemnification; after a Change in Control, the Reviewing party shall be the
Independent Counsel referred to below. With respect to all matters arising after
a Change in Control (other than a Change in Control approved by a majority of
the directors on the Board who were directors immediately prior ~c such Change
in control) concerning the rights of Indemnitee to indemnity payments and
Expense Advances under this Agreement or any other agreement or under applicable
law or the company's Articles of Association now or hereafter in effect relating
to indemnification for Indemnifiable Events, the Company shall seek legal advice
only from Independent Counsel selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld), and who has not otherwise
performed services for that Company or the Indemnitee (other than in connection
with indemnification matters) within the last five years. The Independent
Counsel shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement. Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and
to what extent the Indemnitee should be permitted to be indemnified under
applicable law. The Company agrees to pay the reasonable tees of the Independent
Counsel and to indemnify fully such counsel against any and all expenses
(including attorneys' fees), claims, liabilities, loss, and damages arising out
of or relating to this Agreement or the engagement of Independent Counsel
pursuant hereto.

4. Indemnification Process and Appeal.

a. Indemnification Payment. Indemnitee shall be entitled to indemnification of
Exp~n5esr and shall receive payment thereof, from the Company in accordance with
this Agreement as soon as practicable after Indemnitee has made written demand
on the Company for indemnification, unless the Reviewing Party has given a
written opinion to the Company that Indemnitee is not entitled to
indemnification under applicable law.

b. Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if
Indemnitee has not received full indemnification within thirty days after making
a demand in accordance with Section 4(a), Indemnitee shall have the right to
enforce its indemnification rights under this Agreement by commencing litigation
in any court in The Netherlands having subject matter jurisdiction thereof and
in which venue is proper seeking an initial determination by the court
challenging any determination by the Reviewing Party or any aspect thereof. The
Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party not challenged by the
Indemnitee shall be binding on the company and Indemnitee. The remedy provided
for in this Section 4 shall be in addition to any other remedies available to
Indemnitee in law or equity.

c. Defense too Indemnification. Burden of Proof. and Presumptions. It shall be a
defense to any action brought by Indemnitee against the Company to enforce this
Agreement (other than an action brought to enforce a claim for Expenses incurred
in defending a Proceeding in advance of its final disposition where the ,
required undertaking has been tendered to the Company) that it is not
permissible under. applicable law for the Company to indemnify Indemnitee for
the amount claimed. In connection with any such actcion or any determination by
the Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proving such a defense or determination
shall be on the company. Neither the failure of the Reviewing Party or the
company (including its Board, independent legal counsel, or its shareholders) to
have made a determination prior to the commencement of such action by Indemnitee
that indemnification of the claimant is proper under the circumstances because
he has met the standard of conduct set forth in applicable law, nor an actual
determination by the Reviewing Party or Company (including its Board,
independent legal counsel, or its shareholders) that the Indemnitee had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the Indemnitee has not met the applicable standard of
conduct. For purposes of this Agreement the termination of any claim, action,
suit, or proceeding, by judgment, order, settlement (whether with or without
court approval), conviction, or upon a plea of nolo contendere, or its


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<PAGE>   28


equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.

5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall
indemnify Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within ten business days of such request), advance such
Expenses to Indemnitee, that are incurred by Indemnitee in connection with any
claim asserted against or action brought by Indemnitee for:

(i) indemnification of Expenses or Expense Advances by the Company under this
Agreement or any other agreement or under applicable law or the Company's
Articles of Association now or hereafter in effect relating to indemnification
for Indemnifiable Events, and/or

(ii) recovery under directors' and officers' liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is
determined to be entitled to such indemnification, Expense Advances, or
insurance recovery, as the case may be.

6. Notification and Defense of Proceeding.

a. Notice. Promptly after receipt by Indemnitee of notice of the commencement of
any Proceeding, Indemnitee will, if a .claim in respect thereof is to be made
against the Company under this Agreement, notify the Company of the commencement
thereof; but the omission so to notify the Company will not relieve it from any
liability that it may have to Indemnitee, except as provided in Section 6(c).

b. Defense. With respect to any Proceeding a5 to which Indemnitee notifies the
Company of the commencement thereof, the Company will be entitled to participate
in the Proceeding at its own expense and except as otherwise provided below, to
the extent the Company so wishes, it may assume the defense thereof with counsel
reasonably satisfactory to Indemnitee. After notice from the Company to
Indemnitee of its election to assume the defense of any Proceeding, the Company
will not be liable to Indemnitee under this Agreement or otherwise for any
Expenses subsequently incurred by Indemnitee in connection with the defense of
such Proceeding other than reasonable costs of investigation or as otherwise
provided below. Indemnitee shall have the right to employ his own counsel in
such Proceeding, but all Expenses related thereto incurred after notice from the
Company of its assumption of the defense shall be at Indemnitee's expense
unless: (i) the employment of counsel by Indemnitee has been authorized by the
Company, (ii) Indemnitee has reasonably determined that there may be a conflict
of interest between Indemnitee and the Company in the defense of the Proceeding,
(iii) after a change in control, the employment of counsel by Indemnitee has
been approved by the Independent Counsel, or (iv) the company shall not in fact
have employed counsel to assume the defense of such Proceeding, in each of which
case all Expenses of the Proceeding shall be borne by the company. The company
shall not be entitled to assume the defense of any Proceeding brought by or on
behalf of the Company or as to which Indemnitee shall have made the
determination provided for in (ii) above.

c. Settlement of Claims. The Company shall not be liable to indemnify Indemnitee
under this Agreement or otherwise for any amounts paid in settlement of any
Proceeding effected without the Company's written consent-provided, however,
that if a change in Control has occurred, the Company shall be liable for
indemnification of Indemnitee for amounts paid in settlement if the Independent
Counsel has approved the settlement. The Company shall not settle any Proceeding
in any manner that would impose any penalty or limitation on Indemnitee without
Indemnitee's written consent. Neither the Company nor the Ind~itee will
unreasonably withhold their consent to any proposed settlement. The Company
shall not be liable to indemnify the Indemnitee under this Agreement with regard
to any judicial award if the company was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action; the
Company's liability hereunder shall not be excused if participation in the
proceeding by the Company was barred by this Agreement.

7. Establishment of Trust. In the event of a change in Control or a Potential
Change in Control, the Company shall, upon written request by Indemnitee, create
a Trust under the law of an appropriate juriSdiction which recognizes trusts as
legal entities for the benefit of the Indemnitee and from time to time upon
written request of Indemnitee shall fund the Trust in an amount sufficient to
satisfy any and all Expenses reasonably anticipated at the time of each such
request to be incurred in connection with investigating, preparing for,
participating in, and/or defending any Proceeding Relating to an Indemnifiable
Event. The amount or amounts to be deposited in the Trust pursuant to the
foregoing funding obligation shall be determined by the Reviewing Party. The
terms of the Trust shall provide that upon a Change in Control, (i) the Trust
shall not be revoked or the principal thereof invaded, without the written
consent of the Indemnitee, (ii) the Trustee shall advance, within ten business
days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and
the Indemnitee hereby agrees to reimburse the Trust under the same circumstances
for which the Indemnitee would be required to reimburse the Company under
Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by
the company in accordance with the funding obligation set forth above, (iv) the
Trustee shall promptly pay to the Indemnitee all amounts for which the
Indemnitee shall be entitled to indemnification pursuant to this Agreement or
otherwise, and (v) all unexpended funds in the Trust shall revert to the


                                      399
<PAGE>   29


company upon a final determination by the Reviewing Party or a court of
competent jurisdiction, as the case may be, that. the Indemnitee has been fully
indemnified under the terms of this Agreement. The Trustee shall be chosen by
the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of
its obligations under this Agreement. All income earned on the assets held in
the Trust shall be reported as income by the Company for federal, state, local,
and foreign tax purposes. The Company shall pay all costs of establishing and
~aintaining the Trust and shall indemnify the Trustee against any and all
expenses (including attorneys' fees), claims, liabilities, loss, and damages
arising out of or relating to this Agreement or the establishment and
maintenance of the Trust.

8. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to
any other rights Indemnitee may have under the Company's Articles of
Association, applicable law, or otherwise. To the extent that a change in
applicable law (whether by statute or judicial decision) permits greater
indemnification by agreement than would be afforded currently under the
Company's Articles of Association, applicable law, or this Agreement, it is the
intent of the parties that Indemnitee enjoy by this Agreement the greater
benefits so afforded by such change.

9. Liability Insurance. To the extant the Company maintains an insurance policy
or policies providing directors' and officers' liability insurance, Indemnitae
shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any Company director
or officer.

10. Period of Limitations. No legal action shall be brought and no cause of
action shall be asserted by or on behalf of the Company or any affiliate of the
Company against Indemnitee, Indemnitee's spouse, heirs, executors, or personal
or legal representatives after the expiration of two years from the date of
accrual of such cause of action, or such longer period as may be required by
state law under the circum5tances. Any claim. or cause of action of the Company
or its affiliate shall be extinguished and deemed released unless asserted by
the timely riling of a legal action within such period; provided, however, that
if any shorter period of limitations is otherwise applicable to any such cause
of action the shorter period shall govern.

11. Amendment of this Agreement. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall
operate as a waiver of any other provisions hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver. Except 'as specifically
provided herein, no failure to exercise or any delay in exercising any right or
remedy hereunder shall constitute a waiver thereof.


12. Subrogation. In the event of payment under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, ,including the execution of such
documents necessary to enable the Company effectively to bring suit to enforce
such rights.

13. No Duplication of Payments. The Company shall not be liable under this
Agreement to make any payment in connection with any claim made against
Indemnitee to the extent Indemnitee has otherwise receivad payment (under any
insurance policy, or otherwise) of the amounts otherwise indemnifiable
hereunder.

l4. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors (including any direct or indirect Successor by purchase, merger,
consolidation, or otherwise to all or substantially all of the business and/or
assets of the company), assigns, spouses, heirs, and personal and legal
representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation, or otherwise) to all,
substantially all, or a substantial part, of the business and/or assets of the
company, by written agreement in farm and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and
to the same event that the Company would be required to perform if no such
succession had taken place. 1'he indemnification provided under this Aqreement
shall continue as to Indemnitee for any action taken or not taken while serving
in an indemnified capacity pertaining to an Indemnifiable Event even though he
may have ceased to serve in such capacity at the time of any Proceeding.

15. Severability- If any provision (or portion thereof) of this Agreement shall
be held by a court of competent jurisdiction to be invalid, void, or otherwise
unenforceable, the remaining provisions shall remain enforceable to the fullest
extent permitted by law. Furthermore, to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
this Agreement containing any provision held to be invalid, void, or otherwise
unenforceable, that is not itself invalid, void, or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held
invalid, void, or unenforceable.

16. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of The Netherlands.

17. Notices. All notices, demands, and other communications required or
permitted hereunder shall be made in


                                      400
<PAGE>   30


16. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of The Netherlands.

17. Notices. All notices, demands, and other communications required or
permitted hereunder shall be made in writing and shall be deemed to have been
duly given if delivered by hand, against receipt, or mailed, postage prepaid
certified or registered mail, return receipt requested, and addressed to:

Managing Director
Madge N.V.
Transpolis Schipol Airport
Polaris Avenue 23
2132 JH Hoofddorp
The Netherlands


with copies to:

Director of Legal Affairs
Madge Networks, Inc.
2130 North First Street
San Jose, CA 95131-1011

and to:

Jan Koning, Esq.
Loeff Claeys Verbeke
Apollolaan 15
1077 AB Amsterdam
The Netherlands

and to Indemnitee at:

Madge Networks Ltd.
100 Lodge Lane
Chalfont st. Gilas
Bucks HPB 4AH
England
Attn: Michael Fischer

Notice of change of address shall be effective only when done in accordance with
this section. All notices complying with this section shall be deemed to have
been received on the date of delivery or on the third business day after
mailing.


                                      401
<PAGE>   31


IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day specified above.

COMPANY:

Madge N.V.,
a corporation organized under the
laws of The Netherlands

By:  /s/ Robert H Madge
     -------------------------------
Title:   Managing Director

Indemnitee

/s/ Michael Fischer
--------------------


                                      402