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                                                              Exhibit 4.(a)(xiv)


                              DATED 12TH APRIL 2001

                       RED-M (COMMUNICATIONs) LIMITED (1)

                                     - and -

                             M WILSON AND OTHERS (2)

                                     - and -

                              MADGE NETWORKS NV (3)

                                     - and -

                               THE APAX FUNDS (4)

                                     - and -

                              THE AMADEUS FUNDS (5)



                              INVESTMENT AGREEMENT



                           REYNOLDS PORTER CHAMBERLAIN
                                Chichester House
                              278/282 High Holborn
                                 London WC1V 7HA
                                 Ref: TRA/APA1.2


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                                    CONTENTS


1.       Definitions and Interpretation
2.       Conditions
3.       Purchase and Subscription
4.       Completion
5.       Company Option
6.       Strategic Investors
7.       Principal Warranties
8.       Management Warranties
9.       Completion Accounts
10.      Management of the Company
11.      Financial Information
12.      Matters Requiring Consent
13.      Management Non-Compete Undertakings
14.      Madge Non-Compete Undertakings
15.      Nominated Directors and New Directors
16.      The Audit Committee and the Remuneration Committee
17.      Transfers and New Members
18.      Management and Employee Shares
19.      Investor's Consent
20.      Sale or Listing
21.      Duration of Obligations
22.      Enforcement of the Company's Rights
23.      Announcements
24.      Costs
25.      General Provisions
26.      Contracts (Rights of Third Parties) Act 1999
27.      Notices
28.      Governing Law and Jurisdiction

SCHEDULES

Schedule 1     -     The Senior Managers
Schedule 2     -     Particulars of the Company and Subsidiary
Schedule 3     -     Written Resolution
Schedule 4     -     Principal Warranties
Schedule 5     -     Management Warranties
Schedule 6     -     Deed of Adherence
Schedule 7     -     Properties
Schedule 8     -     Completion Accounts


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AGREED FORM DOCUMENTS

1.       Articles
2.       Business Plan
3.       Service Agreements
4.       Managers' Questionnaires
5.       Facilities Agreement
6.       IP Licence
7.       Term Sheet for Underlease
8.       Disclosure Letter
9.       Exhibit
10.      Senior Manager Accelerated Vesting Waiver
11.      Managers' Subscription Letters


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AGREEMENT dated  12th  April 2001

PARTIES:

(1)      RED-M (COMMUNICATIONS) LIMITED a company incorporated in England and
         Wales under Number 03985301 whose registered office is at Wexham
         Springs, Framewood Road, Wexham, Slough, Berkshire SL3 6PJ ("COMPANY").

(2)      THE PERSONS whose names and addresses are set out in Schedule 1
         ("SENIOR MANAGERS" and each a "SENIOR MANAGER").

(3)      MADGE NETWORKS NV a company incorporated in the Netherlands whose
         address is at Transpolis Schiphol Airport, Polaris Avenue, 23, 2132 JH
         Hoofddorp, The Netherlands ("MADGE").

(4)      APAX EUROPE V - A, L.P., a Delaware limited partnership established
         under the Delaware Revised Uniform Limited Partnership Act (the "EUROPE
         A Fund"), APAX EUROPE V - B, L.P., an English limited partnership
         established under the Limited Partnerships Act 1908 (the "EUROPE B
         FUND"), APAX EUROPE VC GMBH & CO KG, a German limited partnership
         (Kommanditgesellschaft) established under the German Civil Code
         (Handelsgesetzbuch) (the "EUROPE C FUND"), APAX EUROPE V - D, L.P., an
         English limited partnership established under the Limited Partnerships
         Act 1908 (the "EUROPE D FUND"), APAX EUROPE V - E, L.P., an English
         limited partnership established under the Limited Partnerships Act 1908
         (the "EUROPE E FUND"), APAX EUROPE V - F, C.V., a Dutch limited
         partnership (commanditaire vennootschap) established under the Wetboek
         van Koophandel (the "EUROPE F FUND"), and APAX EUROPE V - G, C.V., a
         Dutch limited partnership (commanditaire vennootschap) established
         under the Wetboek van Koophandel (the "EUROPE G FUND"), each having its
         principal place of business at 13-15 Victoria Road, St. Peter Port,
         Guernsey, GY1 3ZD and each acting by its investment manager Apax
         Partners Europe Managers Limited whose registered office is at 15
         Portland Place, London W1B 1PT, (collectively referred to as "APAX" and
         individually referred to as an "APAX FUND"); and

(5)      AMADEUS II A, a limited partnership established in England under the
         Limited Partnership Act 1907, whose principal place of business is at 5
         Shaftesbury Road, Cambridge, CB2 2BW acting by its manager, AMADEUS
         CAPITAL PARTNERS LIMITED having its registered office at 5 Shaftesbury
         Road, Cambridge, CB2 2BW ("AIIA"), AMADEUS II B, a limited partnership
         established in England under the Limited Partnership Act 1907, whose
         principal place of business is at 5 Shaftesbury Road, Cambridge, CB2
         2BW acting by its manager, AMADEUS CAPITAL PARTNERS LIMITED having its
         registered office at 5 Shaftesbury Road, Cambridge, CB2 2BW ("AIIB"),
         AMADEUS II C, a limited partnership established in England under the
         Limited Partnership Act 1907, whose principal place of business is at 5
         Shaftesbury Road Cambridge CB2 2BW acting by its manager, AMADEUS
         CAPITAL PARTNERS LIMITED having its registered office at 5 Shaftesbury
         Road, Cambridge, CB2 2BW ("AIIC"), AMADEUS II GMBH & CO KG, a German
         limited partnership acting by its manager AMADEUS CAPITAL PARTNERS LTD
         ("AKG"), AMADEUS II AFFILIATES, a limited partnership established in
         England under the Limited


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         Partnership Act 1907, whose principal place of business is at 5
         Shaftesbury Road, Cambridge, CB2 2BW acting by its manager, AMADEUS
         CAPITAL PARTNERS LIMITED having its registered office at 5 Shaftesbury
         Road, Cambridge, CB2 2BW ("AII AFFILIATES"). (AIIA, AIIB and AIIC, AKG
         and AII Affiliates collectively referred to as "AMADEUS" and
         individually to as an "AMADEUS FUND").

RECITALS:

(A)      The Company, particulars of which are set out in Schedule 2, is
         wholly-owned by Madge.

(B)      Madge has agreed to sell shares in the Company to Apax and Amadeus and
         Apax and Amadeus have agreed to subscribe for further shares in the
         Company upon the terms and conditions set out in this Agreement.

(C)      The Senior Managers have agreed to subscribe for shares in the Company
         and to give to the Initial Investors the Management Warranties and
         certain undertakings on the terms and conditions set out in this
         Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION(1)

         In this Agreement (which expression shall be deemed to include the
         Schedules hereto):

1.1      Unless the context otherwise requires:

         "AGREED FORM" means in the form previously agreed by the parties to
         this Agreement and initialled for the purposes of identification by or
         on their behalf;

         "AMADEUS ACQUISITION SHARES" shall mean XXX fully paid Series A Voting
         Shares to be purchased by Amadeus from Madge at $3.13 per share;

         "AMADEUS DIRECTOR" means the non-executive director of the Company
         nominated by Amadeus pursuant to clause 15.2 and the Articles;

         "AMADEUS SUBSCRIPTION SHARES" means XXX Series A Voting Shares and XXX
         Series A Conditional Voting Shares to be subscribed for by Amadeus;

         "ANNUAL PLAN" means the Group operating plan and financial budget
         (including inter alia annual revenue and capital expenditure budgets)
         to be prepared for each financial year and approved in accordance with
         clause 11.1.2;

         "APAX ACQUISITION SHARES" shall mean XXX fully paid Series A Voting
         Shares to be purchased by Apax from Madge at $3.13 per share;

         "APAX DIRECTOR" means the non-executive director of the Company
         nominated by Apax pursuant to clause 15.2 and the Articles;


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         "APAX'S SOLICITORS" means Reynolds Porter Chamberlain of Chichester
         House, 278-282 High Holborn, London WC1V 7HA;

         "APAX SUBSCRIPTION SHARES" means XXX Series A Voting Shares and
         1,840,818 Series A Conditional Voting Shares to be subscribed for by
         Apax;

         "ARTICLES" means the new articles of association of the Company in the
         agreed form to be adopted pursuant to the written resolution set out in
         Schedule 3 and, once adopted, those articles of association as amended
         from time to time (and "ARTICLE" shall be construed accordingly);

         "ASSOCIATE" means, in relation to any person, an associated company of
         that person or a person who is connected with that person determined in
         accordance with Sections 416 and 839 of the Taxes Act (save that in
         construing Section 839 the term "control" shall have the meaning given
         by Section 840 or Section 416 of the Taxes Act so that there shall be
         control wherever either of the said Sections would so require);

         "AUDITORS" means the auditors of the Company from time to time;

         "BOARD" means the board of directors of the Company;

         "BUSINESS PLAN" means the business plan and profit and cash flow
         projections in the agreed form prepared by the Senior Managers dated
         10th April 2001;

         "COMPANY OPTION" means the option for the Company to call for the
         subscription for further Convertible Shares in accordance with clause
         5;

         "COMPLETION" means the performance by the parties of the obligations
         assumed by them respectively under clause 4;

         "COMPLETION ACCOUNTS" means the unaudited balance sheet to be delivered
         to the Initial Investors by the Company pursuant to clause 2.1.5
         showing the net asset position and cash position of the Group at the
         Completion Accounts Date to be audited following Completion pursuant to
         clause 9;

         "COMPLETION ACCOUNTS DATE" means 31st March 2001;

         "CONFIDENTIAL INFORMATION" means the Intellectual Property Rights,
         trade secrets, accounts, financial or trading information or other
         confidential information relating to the businesses, transactions,
         property, finances, dealings or affairs of the Group including, without
         limitation, any information regarding the formulae, products,
         processes, research projects or the other technical data of the Group
         or the names and addresses of any customers, suppliers or agents of the
         Group and including, without limitation, any papers or records
         howsoever recorded (whether in writing or print or by photographic,
         electrical, magnetic, symbolic or other means);

         "CONNECTED PERSON" has the meaning given to that expression in Section
         839 Taxes Act;


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         "CONVERTIBLE SHARES" means the Series A Voting Shares and the Series A
         Conditional Voting Shares;

         "DEED OF ADHERENCE" means a deed in the form set out in Schedule 6 or a
         deed in such other form as the Shareholders may agree;

         "DISCLOSURE BUNDLE" means the index to the Disclosure Letter and all
         documents listed therein and as attached to the Disclosure Letter;

         "DISCLOSURE LETTER" means the letter of even date herewith in the
         agreed form from Madge, the Company and the Senior Managers to the
         Initial Investors relating to the Warranties and such term shall
         include the Disclosure Bundle;

         "$" means US dollars;

         "EASDAQ STOCK MARKET" means the recognised investment exchange (as
         defined in s285 of the Financial Services and Markets Act 2000) which
         is regulated by the Belgian Banking and Finance Commission and any
         successor thereof;

         "ENCUMBRANCE" means a mortgage, charge, pledge, lien, option,
         restriction, right of first refusal, right of pre-emption, third party
         right or interest, other encumbrance or security or equity interest of
         any kind, or another type of preferential arrangement (including,
         without limitation, a title transfer and retention arrangement) having
         similar effect;

         "EXHIBIT" means the exhibit to this Agreement in the agreed form
         setting out the Profit Line and Revenue Line for the purposes of the
         Articles;

         "EXISTING OPTIONS" means existing options granted to employees and
         directors of the Company in accordance with the terms of the Existing
         Schemes to subscribe for 2,206,500 shares;

         "EXISTING SCHEMES" means the Red-M 2000 stock plan adopted by a
         resolution of the board dated 31st May 2000 and the Red-M 2000
         California stock plan adopted by a resolution of the Board dated 31st
         May 2000;

         "FACILITIES AGREEMENT" means an agreement in the agreed form to be
         entered into by the Company and Madge regarding the provision of
         various administrative services and facilities;

         "GROUP" means, in relation to a company, that company and any company
         which is from time to time a holding company of that company or a
         subsidiary of that company or of such holding company;

         "GROUP" means the Company and its subsidiary undertakings (if any) from
         time to time and "MEMBER OF THE GROUP" or "GROUP COMPANY" is to be
         construed accordingly;

         "GROUP SERVICES AGREEMENT" means the services agreement dated 27th
         April 2000 between Madge, Madge Networks Limited, Madge Group Service
         Limited, the Company, Red-M Inc. and others;


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         "INITIAL INVESTORS" means Apax and Amadeus (and the expression "Initial
         Investor" shall be construed accordingly);

         "INTELLECTUAL PROPERTY" means:

         (a)      patents, trade marks, service marks, registered designs,
                  applications for any of those rights, trade and business
                  names, domain names, unregistered trade marks and service
                  marks, semi-conductor topography rights, copyrights (including
                  copyright in computer software), database rights and all other
                  semi-generis rights, know-how, rights in designs and
                  inventions; and

         (b)      rights under licences, consents, orders, statutes or otherwise
                  in relation to a right in paragraph (a);

         in either case in any jurisdiction;

         "INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property used by
         the Company in, or in connection with its business;

         "INVESTORS" means Apax, Amadeus and, to the extent applicable at the
         time, the Strategic Investors (and the expression "INVESTOR" shall be
         construed accordingly);

         "IP LICENCE" means the agreed form licence of Intellectual Property to
         be entered into by Madge in favour of the Company;

         "LAN" means local area network;

         "LAST MANAGEMENT ACCOUNTS DATE" means 28th February 2001;

         "LISTING" means the admission of any part of the ordinary share capital
         of the Company to the Official List (as defined in s103(1) of the
         Financial Services and Markets Act 2000) or the grant of permission to
         deal in the same (or in any instruments representing any such ordinary
         share capital) on the NASDAQ Stock Market, EASDAQ Stock Market or the
         Neuer Markt Stock Market and specifically excludes the Alternative
         Investment Market;

         "MADGE DIRECTORS" means the non-executive directors of the Company
         nominated by Madge pursuant to clause 15.2 and the Articles (and the
         expression "MADGE DIRECTOR" shall be construed accordingly);

         "MANAGEMENT ACCOUNTS" means the Company's unaudited profit and loss
         account for the period starting on incorporation and ending on the Last
         Management Accounts Date, and the Company's unaudited balance sheet as
         at the Last Management Accounts Date;

         "MANAGERS" means the Senior Managers and each of David Rollafson,
         Duncan Simpson and Alison Edge (and the expression "MANAGER" shall be
         construed accordingly);


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         "MANAGERS' SUBSCRIPTION LETTERS" means the applications for
         subscription from each Manager to the Company in respect of the
         Managers' Subscription Shares and each in the agreed form;

         "MANAGERS' SUBSCRIPTION SHARES" means the XXX Series A Voting Shares to
         be subscribed by the Senior Managers prior to Completion;

         "MANAGEMENT WARRANTIES" means those Warranties to be given by the
         Senior Managers contained in Schedule 5 or referred to in clause 8 and
         "MANAGEMENT WARRANTY" means any of such Management Warranties;

         NASDAQ STOCK MARKET" means the recognised investment exchange (as
         defined in s285 of the Financial Services and Markets Act 2000) which
         is regulated by the National Association of Securities Dealers, Inc., a
         self-regulatory organisation which operates under the authority granted
         it by the 1938 Maloney Act Amendment to the Securities Exchange Act
         1934;

         "NEUER MARKT STOCK MARKET" means the recognised investment exchange (as
         defined in s285 of the Financial Services and Markets Act 2000) owned
         and operated by the Deutsche Borse AG group of companies;

         "NOMINATED DIRECTORS" means the Apax Director, Amadeus Director and
         Madge Directors (and the expression "NOMINATED DIRECTOR" shall be
         construed accordingly);

         "PAN" means personal area network;

         "PRINCIPAL WARRANTIES" means the warranties contained in Schedule 4 or
         referred to in clause 7 and "PRINCIPAL WARRANTY" means any of such
         Warranties;

         "PRINCIPAL WARRANTORS" means the Company and Madge (and the expression
         "PRINCIPAL WARRANTOR" shall be construed accordingly);

         "PROPERTY" means the property or properties, details of which are set
         out in Schedule 7 and includes an individual property and part of an
         individual property;

         "SENIOR MANAGER ACCELERATED VESTING WAIVER" means the waiver of each
         Senior Manager in the agreed form, in respect of the exercise of
         Existing Options to be delivered in accordance with clause 2.1;

         "SERIES A CONDITIONAL VOTING SHARES" means the Series A conditional
         voting shares of $1 each in the capital of the Company which will be
         created pursuant to the written resolution set out in Schedule 3;

         "SERIES A VOTING SHARES" means the series A voting shares of $1 each in
         the capital of the Company which will be created pursuant to the
         written resolution set out in Schedule 3;

         "SERVICE AGREEMENTS" means the agreements in the agreed form to be
         entered into by the Company and each of the Senior Managers;


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         "SHARE" means a share in the capital of the Company of whatever class;

         "SHAREHOLDERS" means all those persons holding shares (and the
         expression "SHAREHOLDER" shall be construed accordingly);

         "STRATEGIC INVESTORS" means the new investors in the Company proposed
         pursuant to clause 6 (and the expression "STRATEGIC INVESTOR" shall be
         construed accordingly);

         "SYNDICATION SHARES" means XXX Series A Conditional Voting Shares to be
         dealt with pursuant to clause 6;

         "TAX" means any form of taxation, levy, duty, charge, contribution or
         impost of whatever nature (including any related fine, penalty,
         surcharge or interest) imposed by any Tax Authority;

         "TAX AUTHORITY" means any local, municipal, governmental, state,
         federal or other fiscal, revenue, customs or excise authority, body or
         official anywhere in the world including, without limitation, the
         Inland Revenue and H.M. Customs & Excise;

         "TAXES ACT" means the Income and Corporation Taxes Act 1988;

         "TERM SHEET OF UNDERLEASE" means the term sheet relating to an
         underlease of the Company's premises at Wexham Springs in the agreed
         form;

         "TRADE INVESTORS" means any person which is not an independent
         financial investor. For this purpose independent financial investor
         means an investor which is not a trading company, or an associate of
         any trading company (other than in respect of financial investments
         made by it in such trading companies). For the avoidance of doubt a
         venture capital fund which is an associate of a trading company (other
         than in respect of a financial investment made by it in such trading
         company) is deemed a Trade Investor;

         "WARRANTIES" means the Principal Warranties and the Management
         Warranties.

1.2      A reference to a "SUBSIDIARY" or "HOLDING COMPANY" is to be construed
         in accordance with Section 736 of the Companies Act 1985 and a
         reference to a "SUBSIDIARY UNDERTAKING" or a "GROUP UNDERTAKING" is to
         be construed in accordance with Sections 258 and 259 of the Companies
         Act 1985.

1.3      References to statutes or statutory provisions include those statutes
         or statutory provisions as amended, extended, consolidated, re-enacted
         or replaced from time to time and any orders, regulations, instruments
         or other subordinate legislation made thereunder.

1.4      Subject as herein otherwise expressly defined, words and phrases
         defined in Part XXVI of the Companies Act 1985 (the "ACT") and in the
         Articles bear the same respective meanings.

1.5      Unless otherwise specified, words importing the singular include the
         plural, words importing any gender include every gender, words
         importing persons include bodies


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         corporate and unincorporate and references to the whole include the
         part; and (in each case) vice versa.

1.6      References to clauses and other provisions are references to clauses
         and other provisions of this Agreement.

1.7      Obligations and liabilities assumed by more than one person, are
         assumed severally unless otherwise specified.

1.8      The headings shall not affect interpretation.

2.       CONDITIONS

2.1      Completion is subject to and conditional upon the following conditions
         being fulfilled to the satisfaction of the Initial Investors
         immediately after the execution of this Agreement:

         2.1.1    execution of, and delivery to the Initial Investors from each
                  of the Senior Managers of a Senior Manager Accelerated Vesting
                  Waiver;

         2.1.2    the passing of a written resolution of the Company in the form
                  set out in Schedule 3;

         2.1.3    the Company and each of the Senior Managers having entered
                  into the Service Agreements;

         2.1.4    the Company and Madge having entered into the Facilities
                  Agreement;

         2.1.5    the Company delivering to the Initial Investors unaudited
                  Completion Accounts showing net assets of at least $2.2
                  million and cash in its bank accounts of at least $2.7 million
                  in respect of the Group;

         2.1.6    evidence satisfactory to the Initial Investors of the
                  repayment by Madge and its associates of all debt owed to the
                  Group;

         2.1.7    the delivery, duly executed by Madge to the Company, of the IP
                  Licence;

         2.1.8    receipt by the Company in a form satisfactory to the Initial
                  Investors of confirmatory assignments to the Company of
                  Intellectual Property Rights from those employees of the Group
                  responsible for creation of any of the Group's patent rights;

         2.1.9    evidence satisfactory to the Initial Investors that the Group
                  has insurance in respect of all those risks commonly insured
                  to include, without limitation, product liability, employer's
                  liability, fire and theft;

         2.1.10   the Company shall execute the Group Services Agreement which
                  shall insofar as it relates to the Company upon Completion
                  automatically terminate in accordance with the relevant
                  provisions therein;

         2.1.11   termination by the Company of the following agreements:


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                  2.1.11.1 intercompany netting agreement;

                  2.1.11.2 procurement services agreements (save in respect of
                           existing orders);

                  2.1.11.3 revolving loan agreement; and

         2.1.12   the delivery to the Company of the Managers' Subscription
                  Letters duly executed.

2.2      Each of the Initial Investors may, in relation to their respective
         subscriptions for Convertible Shares only and in their absolute
         discretion waive (in whole or in part) any or all of the above
         conditions.

3.       PURCHASE AND SUBSCRIPTION

3.1      Forthwith after the requirements in clause 2 have been met or waived
         and in full reliance upon the Principal Warranties and Management
         Warranties and the covenants contained in clauses 7 and 8:

3.1.1    Apax and Amadeus shall subscribe for the Apax Subscription Shares and
         Amadeus Subscription Shares respectively upon the terms and conditions
         hereinafter contained; and

3.1.2    Apax and Amadeus respectively shall purchase from and Madge shall sell
         the Apax Acquisition Shares and Amadeus Acquisition Shares with full
         title guarantee.

3.2      Each of Madge and the Senior Managers (so far as each such Senior
         Manager is able) hereby grants to the Board full, irrevocable and
         unconditional authority to allot the Apax Subscription Shares and
         Amadeus Subscription Shares to Apax and Amadeus respectively and to
         transfer the Apax Acquisition Shares to Apax and Amadeus Acquisition
         Shares to Amadeus without any requirement that any of such shares be
         offered first to Madge.

4.       COMPLETION(2)

         Immediately after the fulfilment or waiver, to the satisfaction of the
         Initial Investors, of the conditions set out in clause 2:

4.1      Madge shall deliver duly executed transfers in respect of the Apax
         Acquisition Shares and Amadeus Acquisition Shares and the relative
         share certificate(s);

4.2      the Company shall, and each of the Senior Managers shall (insofar as
         they are able) procure that the Company shall:

         4.2.1    allot and issue to the Initial Investors the shares subscribed
                  by them and register those shares in the name of each Initial
                  Investor (or its nominee) and issue share certificates in
                  respect of them;

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         4.2.2    approve the transfers (subject only to stamping) of the Apax
                  Acquisition Shares and Amadeus Acquisition Shares and register
                  those shares in the names of Apax and Amadeus (or its nominee)
                  respectively and issue share certificates in respect of them;

         4.2.3    appoint Michael Risman to the Board as the Apax Director;

         4.2.4    appoint Hermann Hauser to the Board as the Amadeus Director;

         4.2.5    appoint Kirstie Hallgate to the Board as a Madge Director
                  (Christopher Bradley being the second Madge Director);

         4.2.6    appoint Duncan Simpson secretary of the Company;

         4.2.7    appoint Duncan Simpson as company secretary of Red-M Inc in
                  the stead of Kirstie Hallgate and receive the resignation of
                  Christopher Bradley as a director;

         4.2.8    deliver to the Initial Investors the resignation of Michael
                  Wilson as a director of each group company of Madge.

4.3      Conditional on all matters set out in clauses 4.1. and 4.2 being
         completed:

         4.3.1    Apax shall remit by telegraphic transfer to such account as
                  the Company shall nominate an amount equivalent to the
                  subscription price for the Apax Subscription Shares at the
                  subscription price of $3.13 per Convertible Share being XXX in
                  the aggregate;

         4.3.2    Amadeus shall remit by telegraphic transfer to such account as
                  the Company shall nominate an amount equivalent to the
                  subscription price for the Amadeus Subscription Shares at
                  subscription price of $3.13 per Convertible Share being XXX in
                  the aggregate;

         4.3.3    Apax shall make payment to Madge by telegraphic transfer of
                  the sum of XXX for the Apax Acquisition Shares in the
                  aggregate;

         4.3.4    Amadeus shall make payment to Madge by telegraphic transfer of
                  the sum of XXX for the Amadeus Acquisition Shares in the
                  aggregate.

4.4      As soon as practicable following Completion, Madge and the Company
         shall enter into an underlease of the property at Wexham Springs upon
         the terms set out in the draft Term Sheet of Underlease.

5.       COMPANY OPTIONS(3)

5.1      The Investors hereby grant to the Company the right to call upon the
         Investors to subscribe, in the proportions specified in clause 5.2, for
         2,396,166 new Series A Conditional Voting Shares at a subscription
         price of $3.13 per share at any time within the period 9 to 12 months
         from the date of Completion by serving written

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         notice on the Investors exercising the option. The Investors shall pay
         the subscription monies within 21 days of such notice and within 7 days
         thereafter the Company shall allot and issue the new Series A
         Conditional Voting Shares to the Investors (or their nominee(s)) and
         the Company shall register the Investors (or their nominee(s)) as the
         holders of such Series A Conditional Voting Shares and shall prepare
         and deliver the requisite share certificate to the Investors (or their
         nominee(s)).

5.2      The Investors (or their nominee(s)) shall subscribe for the new Series
         A Conditional Voting Shares in proportion to their respective share
         holdings in Convertible Shares.

5.3      The right to exercise the Company Option is conditional upon there
         being no Material Adverse Change in the business of the Company at the
         date notice of exercise of the Company Option is given and "MATERIAL
         ADVERSE CHANGE" shall mean:

         5.3.1    that Mike Wilson is no longer employed by the Company (other
                  than by reason of Dismissal Without Cause); or

         5.3.2    that more than one of the Senior Managers has left the employ
                  of the Company (excluding any Senior Manager leaving by reason
                  of Dismissal Without Cause);

         where "DISMISSAL WITHOUT CAUSE" shall mean where an employee of the
         Company ceases to be an employee of the Company for any of the
         following reasons:

         (i)      the Company giving notice to terminate his employment under
                  the terms of any service agreement for reasons other than a
                  breach by the employee of such service agreement or such
                  employee's wilful neglect or gross misconduct; or

         (ii)     the serious illness, death, injury or disability of the
                  employee which renders the employee incapable of working;

         (iii)    by the mutual consent of the Company and the employee;

         (iv)     in circumstances in which it has been legally established by a
                  court or tribunal of competent jurisdiction that he has a
                  successful claim against the Company for redundancy, unfair
                  dismissal or wrongful dismissal; or

         (v)      by reason of the employee terminating his service agreement
                  due to the Company's breach or by reason of his service
                  agreement expiring and not being renewed by the Company; or

         5.3.3    that there have been material adverse variances in the OEM
                  relationships from those existing at Completion (if any) or
                  envisaged by the Business Plan, and "MATERIAL ADVERSE
                  VARIANCE" for the purposes of this clause 5.3.3 shall mean the
                  Company failing to establish at least XXX major strategic OEM
                  relationships within 12 months of Completion with entities
                  such as Motorola and Toshiba or entities of equivalent
                  standing; or


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<PAGE>   15
         5.3.4    there has been a material breakdown in the operability of the
                  technology of the Company, and "MATERIAL BREAKDOWN IN THE
                  OPERABILITY OF THE technology" for the purposes of this clause
                  5.3.4 shall mean:

                  5.3.4.1  the Company either (i) not developing a commercial
                           PICONET product within twelve months of Completion,
                           or (ii) not releasing a commercial product that
                           conforms and has been qualified/certified with the
                           Bluetooth 1.1 ratification or such other equivalent
                           ratification for the market, assuming such
                           ratification implies widescale interoperability of
                           devices; or

                  5.3.4.2  the Company not developing a saleable product that is
                           capable of supporting voice calls in a way that
                           conforms with the Bluetooth Standard; or

                  5.3.4.3  a dissolvement of the Bluetooth SIG; or

                  5.3.4.4  the Company not being allowed to be an associate
                           member of the Bluetooth SIG or being excluded from
                           the SIG PAN working group; or

         5.3.5    the Company not achieving XXX of revenues (excluding bad and
                  doubtful debts) to 31st December 2001; or

         5.3.6    that there has been a material breach of any of the Principal
                  Warranties (which for the purposes of the this clause 5.3.6
                  only shall mean a breach of the Principal Warranties resulting
                  in a claim or claims in excess of the aggregate limit set by
                  clause 7.7.3 hereof).

5.4      There shall be no deemed material breakdown in the operability of the
         technology for the purposes of clause 5.3.4 if Apax agrees in writing
         any variance to the criteria set out in clause 5.3.4.

6.       STRATEGIC INVESTORS(4)

6.1      The Company, with the support of the Shareholders, shall use its
         reasonable endeavours to procure Strategic Investors to subscribe on
         the terms of this Agreement for the Syndication Shares at a minimum
         price of $3.13 per share.

6.2      The Company may not procure subscription for the Syndication Shares
         from less than two Strategic Investors and, ideally, there should be
         three. The Board shall approve the Strategic Investors which, ideally,
         shall comprise any of: XXX

6.3      Insofar as the Company has not been able to procure at least two
         Strategic Investors (to be approved in accordance with clause 6.2
         above) to subscribe in cash for some or all of the Syndication Shares,
         within ten weeks of Completion, the Initial Investors shall, if
         requested in writing by the Company prior to expiry of such ten week
         period

-------------------------------------
(4) Confidential treatment requested by Madge Networks N.V.


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<PAGE>   16
         (or such further period as may be agreed in writing by the Company and
         the Initial Investors), forthwith subscribe for the amount of the
         remaining Syndication Shares on the terms of this Agreement in
         proportion to their respective shareholdings in Convertible Shares.

6.4      Each of the parties to this Agreement hereby waives both compliance
         with any restriction relating to pre-emption and enforcement of any
         rights relating to pre-emption which he or it may have which exist
         pursuant to this Agreement, the Articles or otherwise or pursuant to
         clause 12 and which may prevent the subscription, syndication and
         allotment of the Syndication Shares contemplated in this Agreement.

6.5      Upon receipt of the subscription monies due the Company shall forthwith
         allot the Syndication Shares and issue certificates in respect thereof.

6.6      Notwithstanding clause 25.1, the terms of this clause 6 may be varied
         in writing by the Company, Madge and the Initial Investors alone.

7.       PRINCIPAL WARRANTIES

7.1      The Company (in consideration of the subscription by Apax for the Apax
         Subscription Shares and subscription by Amadeus for the Amadeus
         Subscription Shares) hereby warrants to the Initial Investors that each
         Principal Warranty is true, accurate, and not misleading at the date of
         this Agreement and acknowledges that the Initial Investors are entering
         into and/or becoming a party to this Agreement in reliance on each of
         the Principal Warranties.

7.2      Madge (in consideration of the purchase by Apax of the Apax Acquisition
         Shares and Amadeus of the Amadeus Acquisition Shares) hereby warrants
         to the Initial Investors that each Principal Warranty is true,
         accurate, and not misleading at the date of this Agreement and
         acknowledges that the Initial Investors are entering into and/or
         becoming a party to this Agreement in reliance on each of the Principal
         Warranties.

7.3      The Principal Warranties are qualified by matters fully and fairly
         disclosed in the Disclosure Letter and by any matter expressly provided
         for under this Agreement. No other knowledge relating to the Company
         and its subsidiaries (actual, constructive or imputed) prevents or
         limits a claim made by the Initial Investors for breach of a Principal
         Warranty. The Principal Warrantors may not invoke the Initial
         Investors' knowledge (actual, constructive or imputed) of facts which
         might make a Principal Warranty untrue, inaccurate, incomplete or
         misleading as a defence to a claim for breach of a Principal Warranty.
         The Initial Investors confirm that at the date of this Agreement they
         have not been advised by Apax's Solicitors or PricewaterhouseCoopers of
         any right or potential right to bring a claim under the Principal
         Warranties.

7.4      Each Principal Warrantor waives and may not enforce a right which it or
         he may have in respect of a misrepresentation, inaccuracy or omission
         in or from information or advice supplied or given by any officer or
         employee of the Company or any of its subsidiaries for the purpose of
         assisting the Principal Warrantors to give a Principal Warranty or
         prepare the Disclosure Letter.


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<PAGE>   17
7.5      Each Principal Warranty is to be construed separately and independently
         and (except where this Agreement provides otherwise) is not limited by
         another provision of this Agreement or another Principal Warranty.

7.6      A reference in Schedule 4 or the Disclosure Letter to a person's
         knowledge, information, belief or awareness is deemed to include
         knowledge, information, belief or awareness only of the Senior
         Managers, Kirstie Hallgate and Chris Bradley.

7.7      Except for claims in respect of a breach of a Principal Warranty
         arising as a result of fraudulent or wilful concealment on the part of
         the Principal Warrantor:

         7.7.1    the aggregate liability of each Principal Warrantor for all
                  claims pursuant to the Principal Warranties shall not exceed
                  the amount set opposite its name below:

                  7.7.1.1  Company: $27,500,000;

                  7.7.1.2  Madge: $8,650,000;

         7.7.2    unless the Initial Investors discovery of the breach of the
                  Principal Warranty is delayed as a result of fraudulent or
                  wilful concealment on the part of the relevant Principal
                  Warrantor, no Principal Warrantor shall be liable in respect
                  of a claim for breach of a Principal Warranty unless he or it
                  has been given written notice of the claim within the period
                  expiring one month following submission to the Initial
                  Investors of the consolidated audited accounts of the Group to
                  31st December 2001 and legal proceedings in respect of such
                  claim have been commenced within six months following the
                  service of such notice being both issued and served;

         7.7.3    no claim shall be made in respect of any breach or
                  non-fulfilment of any of the Principal Warranties unless the
                  amount payable by the Principal Warrantors in respect of any
                  such claim exceeds L20,000 and the aggregate amount payable by
                  the Principal Warrantors in respect of all such claims exceeds
                  L100,000 in which event the full amount of all such claims
                  shall be recoverable;

         7.7.4    in the event that any company in the Group actually recovers
                  any sum from any third party (including but not limited to any
                  insurer or any Tax Authority) in respect of any matter which
                  is the subject of a claim under the Principal Warranties the
                  Initial Investors and the Principal Warrantors shall procure
                  that any such sum paid by the Principal Warrantors shall be
                  reimbursed to them pro-rata;

         7.7.5    if the Principal Warrantors pay to the Initial Investors an
                  amount in respect of a claim under the Principal Warranties
                  and the Initial Investors subsequently recover (whether by
                  recovery from insurers, payment, discount, credit, set-off or
                  otherwise) from a third party a sum which is directly
                  referable to that claim, the Initial Investors shall repay (as
                  soon as reasonably practicable after receipt) to the Principal
                  Warrantors so much of such sum as is equal to the sum
                  recovered from the third party


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<PAGE>   18
                  (or such lesser amount as the Principal Warrantors shall have
                  paid to the Initial Investors) less all costs reasonably and
                  properly incurred by the Initial Investors in making such
                  recovery;

         7.7.6    the Initial Investors shall not be entitled to recover damages
                  in respect of any claim for breach of the Principal Warranties
                  or otherwise obtain reimbursement or restitution more than
                  once in respect of the same subject matter giving rise to
                  breach of Principal Warranties; and

         7.7.7    the Principal Warrantors shall not be liable under the
                  Principal Warranties to the extent that:

                  7.7.7.1  the subject matter of a claim is provided for or
                           reserved for in the Management Accounts;

                  7.7.7.2  the claim arises as a result of the passing of any
                           enactment or coming into force of any statutory
                           instrument or other rule of law after the date hereof
                           with retrospective effect; or

                  7.7.7.3  the claim is attributable (in whole or in part) to an
                           event occurring after Completion by or involving an
                           Initial Investor or any of their respective officers,
                           employees or agents arising other than in the
                           ordinary course of business; or

                  7.7.7.4  the claim is attributable (in whole or in part) to,
                           or is increased as a result of, a change made after
                           Completion in the accounting policies or accounting
                           or commercial practices or any Tax reporting practice
                           or the length of any accounting period for Tax
                           purposes of Madge or the Initial Investors or the
                           Company; or

                  7.7.7.5  the matter giving rise to the claim arises (in whole
                           or in part) from an event occurring before or after
                           Completion at the request or direction of, or with
                           the acquiescence or consent of, an Initial Investor
                           or an authorised representative or professional
                           adviser of the Initial Investor; or

                  7.7.7.6  the claim is attributable to, or is increased as a
                           result of an expression of a future intention or a
                           forecast, speculation, assessment, illustration,
                           projection, budget, estimate or advice in each case
                           made, prepared, provided or given (as the case may
                           be) by or on behalf of the Principal Warrantors; or

                  7.7.7.7  the Initial Investors assign or purport to assign any
                           of their respective rights under this Agreement other
                           than in accordance with the provisions of clause
                           25.10 (Assignment) or makes or purports to make a
                           declaration of trust in respect of any of those
                           rights.


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<PAGE>   19
7.8      The Initial Investors confirm to the Principal Warrantors that in
         entering into this Agreement, they have not relied upon any
         representation, warranty or undertaking except as expressly set out in
         this Agreement. The Initial Investors irrevocably and unconditionally
         waive any right they may have to claim damages for any representation
         or warranty not contained in this Agreement unless such representation
         or warranty was made fraudulently.

7.9      The Initial Investors agree amongst themselves that no claim shall be
         brought by any of the Initial Investors without the consent of Apax.

7.10     Nothing herein shall be deemed to relieve the Initial Investors (or any
         assignee of the whole or any part of the Initial Investors' interests
         hereunder) from any common law duty to mitigate any loss or damage
         incurred by it.

8.       MANAGEMENT WARRANTIES

8.1      Each of the Senior Managers severally warrants to the Initial Investors
         that, where the statement in the Management Warranty is a statement of
         fact, the facts stated in the Management Warranty are, so far as he is
         actually aware, true at the date of this Agreement and, where the
         statement in the Management Warranty is a statement of opinion, the
         opinion expressed in the Management Warranty was his actual opinion at
         the date of this Agreement. The Senior Managers, when considering
         whether a fact is true or opinion validly held, have made enquiry only
         of Kirstie Hallgate, Chris Bradley, the Managers and the functional
         heads of manufacturing and services.

8.2      The Senior Managers acknowledge that the Initial Investors are entering
         into and/or becoming a party to this Agreement in reliance on each of
         the Management Warranties.

8.3      The Management Warranties are qualified by matters fairly disclosed in
         the Disclosure Letter and by any matter expressly disclosed in this
         Agreement. The Initial Investors confirm that at the date of this
         Agreement they have not been advised by Apax's Solicitors or
         PricewaterhouseCoopers of any right or potential right to bring a claim
         under the Management Warranties.

8.4      Each Senior Manager waives and may not enforce a right which he may
         have in respect of a misrepresentation, inaccuracy or omission in or
         from information or advice supplied or given by any officer or employee
         of the Company or any of its subsidiaries for the purpose of assisting
         the Senior Managers to give a Management Warranty or prepare the
         Disclosure Letter.

8.5      Each Management Warranty is to be construed separately and
         independently and (except where this Agreement provides otherwise) is
         not limited by another Management Warranty.

8.6      Except for claims in respect of a breach of a Management Warranty
         arising as a result of fraudulent or wilful concealment on the part of
         the Senior Manager:

         8.6.1    the aggregate liability of each Senior Manager for all claims
                  pursuant to the Management Warranties shall not exceed the
                  amount set opposite his name below:


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<PAGE>   20
                  8.6.1.1  Michael Wilson half gross annual salary on
                           Completion;

                  8.6.1.2  Simon Gawne half gross annual salary on Completion;

                  8.6.1.3  Clive Mayne half gross annual salary on Completion;

         8.6.2    unless the Initial Investors discovery of the breach of the
                  Management Warranty is delayed as a result of fraudulent or
                  wilful concealment on the part of the relevant Senior Manager,
                  no Senior Manager shall be liable in respect of a claim for
                  breach of a Management Warranty unless he has been given
                  written notice of the claim within the period expiring: one
                  month following submission to the Initial Investors of the
                  consolidated audited accounts of the Group to 31st December
                  2001 and legal proceedings in respect of such claim have been
                  commenced within six months following the service of such
                  notice being both issued and served;

         8.6.3    no claim shall be made in respect of any breach or
                  non-fulfilment of any of the Management Warranties unless the
                  aggregate amount payable by the Principal Warrantors and the
                  Senior Managers in respect of any such claim exceeds L20,000
                  and the aggregate amount payable by the Principal Warrantors
                  and the Senior Managers in respect of all such claims exceeds
                  L100,000 in which event, subject to the provisions of this
                  clause 8 the full amount of all such claims shall be
                  recoverable;

         8.6.4    in the event that any company in the Group actually recovers
                  any sum from any third party (including but not limited to any
                  insurer or any Tax Authority) in respect of any matter which
                  is the subject of a claim under the Management Warranties the
                  Initial Investors and the Senior Managers shall procure that
                  any such sum paid by the Senior Managers shall be reimbursed
                  to them pro-rata;

         8.6.5    if the Senior Managers pay to the Initial Investors an amount
                  in respect of a claim under the Management Warranties and the
                  Initial Investors subsequently recover (whether by recovery
                  from insurers, payment, discount, credit, set-off or
                  otherwise) from a third party a sum which is directly
                  referable to that claim, the Initial Investors shall repay (as
                  soon as reasonably practicable after receipt) to the Senior
                  Managers so much of such sum as is equal to the sum recovered
                  from the third party (or such lesser amount as the Senior
                  Managers shall have paid to the Initial Investors) less all
                  costs reasonably and properly incurred by the Initial
                  Investors in making such recovery;

         8.6.6    the Initial Investors shall not be entitled to recover damages
                  in respect of any claim for breach of the Management
                  Warranties or otherwise obtain reimbursement or restitution
                  more than once in respect of the same subject matter giving
                  rise to breach of Management Warranties; and

         8.6.7    the Senior Managers shall not be liable under the Management
                  Warranties to the extent that:


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<PAGE>   21
                  8.6.7.1  the subject matter of a claim is provided for or
                           reserved for in the Management Accounts;

                  8.6.7.2  the claim arises as a result of the passing of any
                           enactment or coming into force of any statutory
                           instrument or other rule of law after the date hereof
                           with retrospective effect; or

                  8.6.7.3  the claim is attributable (in whole or in part) to an
                           event occurring after Completion by or involving an
                           Initial Investor or any of their respective officers,
                           employees or agents arising other than in the
                           ordinary course of business; or

                  8.6.7.4  the claim is attributable (in whole or in part) to,
                           or is increased as a result of, a change made after
                           Completion in the accounting policies or accounting
                           or commercial practices or any Tax reporting practice
                           or the length of any accounting period for Tax
                           purposes of Madge or the Initial Investors or the
                           Company; or

                  8.6.7.5  the matter giving rise to the claim arises (in whole
                           or in part) from an event occurring before or after
                           Completion at the request or direction of, or with
                           the acquiescence or consent of, an Initial Investor
                           or an authorised representative or professional
                           adviser of the Initial Investor; or

                  8.6.7.6  the claim is attributable to, or is increased as a
                           result of an expression of a future intention or a
                           forecast, speculation, assessment, illustration,
                           projection, budget, estimate or advice in each case
                           made, prepared, provided or given (as the case may
                           be) by or on behalf of the Principal Warrantors; or

                  8.6.7.7  the Initial Investors assign or purport to assign any
                           of their respective rights under this Agreement other
                           than in accordance with the provisions of clause
                           25.10 (Assignment) or makes or purports to make a
                           declaration of trust in respect of any of those
                           rights; or

                  8.6.7.8  the Initial Investors cease to own shares in the
                           capital of the Company; or

                  8.6.7.9  the claim is attributable (in whole or in part) to
                           the fact that the Company has lost possible business
                           after Completion provided that this exclusion shall
                           not apply to the extent that the Senior Managers have
                           reason to believe at Completion that any such future
                           business prospects envisaged in this Agreement and/or
                           the Business Plan will be lost; or

                  8.6.7.10 the Initial Investors are entitled and do recover
                           such loss from the Company pursuant to clause 9 (and
                           the Initial


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<PAGE>   22
                           Investors acknowledge that if such claim does lie
                           against the Company they shall only pursue the Senior
                           Managers if and to the extent that recovery from the
                           Company has not been possible).

8.7      The Initial Investors confirm to the Senior Managers that in entering
         into this Agreement, they have not relied upon any representation,
         warranty or undertaking except as expressly set out in this Agreement.
         The Initial Investors irrevocably and unconditionally waive any right
         they may have to claim damages for any representation or warranty not
         contained in this Agreement unless such representation or warranty was
         made fraudulently.

8.8      Nothing herein shall be deemed to relieve the Initial Investors (or any
         assignee of the whole or any part of the Initial Investors' interests
         hereunder) from any common law duty to mitigate any loss or damage
         incurred by it.

8.9      Notwithstanding any other provision in this Agreement to the contrary,
         if a Senior Manager becomes liable to make any payment to the Initial
         Investors in consequence of a breach of any of the terms of this clause
         8, the Senior Manager may choose, at his absolute discretion, to sell
         up to such number of Managers' Subscriptions Shares as he then holds to
         realise sufficient proceeds to satisfy such liability. For the purposes
         of this clause 8.9, the maximum number of Managers' Subscription Shares
         that may be sold by a Senior Manager to satisfy any single liability
         under this clause 8 shall be the number of Manager Subscription Shares
         necessary to realise the amount of the liability, where the Manager
         Subscription Shares are valued at the lower of their acquisition cost
         to the Senior Manager and the fair value of those shares (determined in
         accordance with Article 11.18 of the Articles). For the avoidance of
         doubt, the Senior Managers may choose to satisfy any number of separate
         liabilities arising under this clause 8 as may arise by a sale of
         Managers' Subscription Shares as contemplated by this clause 8.9, until
         they have sold all the Managers' Subscription Shares then held by them.

9.       COMPLETION ACCOUNTS

9.1      Following Completion the unaudited Completion Accounts shall be audited
         in accordance with Schedule 8.

9.2      The Company acknowledges that the Initial Investors are entering into
         this Agreement and subscribing for shares in reliance upon the
         representations of the Company (the "REPRESENTATIONS") that the net
         assets of the Group at Completion are not less than $2.2 million and
         cash in its bank account is not less than $2.7 million. If the net
         assets of the Group are less than $2.1 million or if the cash position
         is less than L2.6 million as shown by the audited Completion Accounts
         then the Company agrees to indemnify the Initial Investors for every $1
         by which such net assets fall below $2.1 million or the cash position
         is less than $2.6 million (whichever is the greater) by the issue fully
         paid to the Initial Investors of such number of Series A Voting Shares
         (issued at a price of $3.13) as equals the shortfall and the parties
         shall procure such issue of shares and hereby waive any rights of
         pre-emption in respect thereof. The Series A Voting Shares issued shall
         be distributed to the Initial Investors in proportion to their
         respective shareholdings of Convertible Shares.


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<PAGE>   23
9.3      The Company warrants that since the Completion Accounts Date there has
         been no material deviation in the cash or net asset position of the
         Company and shall indemnify the Initial Investors as set out in clause
         9.2 if and to the extent there has been a material deviation.

9.4      This clause 9 sets out the Initial Investors sole remedies exclusively
         in relation to the Representations.

10.      MANAGEMENT OF THE COMPANY

10.1     The Company undertakes with the Initial Investors (for such period as
         they hold in aggregate at least 5% of the issued share capital of the
         Company) and Madge (for such period as it holds at least 5% of the
         issued share capital of the Company), and the Senior Managers shall
         procure, that (save as otherwise provided or contemplated in this
         Agreement or in the Business Plan or in any Annual Plan approved by
         each of the Nominated Directors ) the Company (and each of the other
         members of the Group) will (to the extent it is within each of their
         respective powers to do so):

         10.1.1   carry on and conduct its business and affairs in a proper and
                  efficient manner in accordance with all applicable laws and
                  regulations, for its own benefit and in accordance with the
                  Business Plan or any Annual Plan approved by each of the
                  Nominated Directors;

         10.1.2   utilise the monies subscribed for new shares pursuant to this
                  Agreement solely for the purposes of fulfilment of the
                  Business Plan and Annual Plan;

         10.1.3   transact all its business on arm's length terms;

         10.1.4   unless otherwise agreed by all the members of the Board,
                  ensure that its business, other than routine day to day
                  business, shall be undertaken and transacted by the Board;

         10.1.5   unless otherwise agreed by all members of the Board ensure
                  that there shall be no less than six meetings of the Board
                  each year of which the Nominated Directors shall receive at
                  least ten days' prior notice of meetings of the Board
                  accompanied by an agenda and all relevant board papers;

         10.1.6   subject to the Business Plan and the Annual Plan, carry on its
                  business pursuant to policies laid down from time to time by
                  the Board;

         10.1.7   maintain with a well established and reputable insurer
                  adequate insurance against all risks usually insured against
                  by companies carrying on the same or a similar business, in
                  amounts which the Board considers prudent, and (without
                  prejudice to the generality of the foregoing) for the full
                  replacement or reinstatement value of all its assets of an
                  insurable nature and against damage, injury, third party loss
                  (including product liability) and loss of profits;


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<PAGE>   24
         10.1.8   not acquire, dispose, hire, lease, licence or receive licences
                  of any assets, goods, rights or services otherwise than on the
                  best terms reasonably obtainable in the circumstances;

         10.1.9   keep proper books of account containing true and complete
                  entries of all its dealings and transactions of and in
                  relation to its business;

         10.1.10  prepare its accounts in accordance with UK GAAP;

         10.1.11  not have as an accounting reference period any period other
                  than a period of 12 calendar months and subject as provided in
                  Section 223(3) of the Companies Act 1985;

         10.1.12  to the extent that it is commercially and economically viable
                  for the Group to do so, if it requires any approval, consent
                  or licence for the carrying on of its business in the places
                  and in the manner in which it is for the time being carried on
                  or proposed to be carried on, obtain and maintain the same in
                  full force and effect;

         10.1.13  procure that appropriate conditions are inserted into the
                  contracts of employment of all senior employees and executive
                  directors of the Group requiring them to devote their full
                  time and effort wholly and exclusively to the affairs of the
                  Group and not to make significant investments in, take other
                  interests in or (save with the written consent of the Board)
                  accept directorships or other positions of a consultancy or
                  executive nature with any other person;

         10.1.14  within one month of Completion effect directors and officers
                  insurance (which insurance shall, for the avoidance of doubt,
                  cover the Nominated Directors) with an insurance company of
                  good repute and on terms approved by the Initial Investors;

         10.1.15  within one month of Completion effect Key Man life insurance
                  with an insurance company of good repute in respect of Simon
                  Gawne, Clive Mayne and David Rollafson for not less than
                  L1,000,000 each and for not less than L2,000,000 in respect of
                  Mike Wilson and on terms approved by the Initial Investors;
                  and

         10.1.16  endeavour to release Madge from any guarantees given by Madge
                  in favour of any Group Company within 30 days of Completion.

10.2     Each of the Senior Managers severally undertakes with the Initial
         Investors and Madge to use his reasonable endeavours to:

         10.2.1   use all reasonable and proper means in his power to maintain,
                  improve and extend the business of the Group and to further
                  the reputation and interests of the Group; and

         10.2.2   use all their respective powers to procure that any expansion,
                  development or evolution of any business of the Group will
                  only be effected through the Company or a wholly-owned
                  subsidiary of the


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<PAGE>   25
                  Company unless any such expansion, development or evolution
                  consists of joint development arrangements in the ordinary
                  course of business.

10.3     Each of the Company, the Initial Investors and Madge, shall use their
         respective rights and powers to procure that no alteration is made to
         any service agreement without the written consent of the relevant
         Manager.

10.4     The CEO, Mike Wilson, shall use his reasonable endeavours to procure as
         soon as practicable following Completion that the other Managers
         execute new service agreements similar to those signed by the Senior
         Managers.

11.      FINANCIAL INFORMATION

11.1     The Company shall supply the Initial Investors (for such period as they
         hold in aggregate at least 5% of the issued share capital of the
         Company) and Madge (for such period as it holds at least 5% of the
         issued share capital of the Company) with the following information:

         11.1.1   the audited consolidated accounts of the Group for each
                  financial year as soon as practicable, and at the latest by
                  three months after the end of that financial year;

         11.1.2   no later than one month before the start of each financial
                  year:

                  11.1.2.1 the draft Group operating plan and financial budget
                           which the Company, having consulted Apax and Madge,
                           shall adopt as the Annual Plan for that financial
                           year;

                  11.1.2.2 the draft budget for allocation of employee share
                           options for that financial year which the Company,
                           having consulted Apax and Madge and obtained their
                           approval, shall adopt as the Option Budget for that
                           financial year;

         11.1.3   monthly management accounts, in a form approved by the Board
                  (having consulted with Madge and Apax), consisting of a
                  balance sheet, profit and loss account, cash flow statement as
                  soon as practicable, and at the latest by three weeks after
                  the end of each month:

                  11.1.3.1 on a consolidated basis for the Group; and

                  11.1.3.2 for the Company and each trading subsidiary
                           undertaking; and

         11.1.4   such other financial or management information relating to the
                  Group as the Initial Investors and Madge may reasonably
                  request from time to time.

11.2     The Nominated Directors shall be entitled (in each case, provided that
         the respective appointor of such person holds at least 5% of the issued
         share capital of the Company) during the Company's normal hours of
         business to inspect and take copies of the books of account and all
         other records and documents of the Group on giving


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         not less than 48 hours' written notice to the secretary (or, if there
         is none for the time being, the chairman).

11.3     The Nominated Directors may pass any information received from the
         Company to the Initial Investors and Madge as appropriate.

11.4     An Initial Investor or Madge may pass any information received from the
         Company or the Nominated Directors to any of its investment or
         professional advisers and the Initial Investors may include in
         quarterly reports to a committee of unit holders, certain abridged
         current financial information on the Company and in annual reports to
         unit holders, historical audited financial information of the Company.

11.5     The Company shall keep the Initial Investors and Madge fully informed
         as to all material developments regarding its financial and business
         affairs and shall notify them promptly of:

         11.5.1   any event which is not in the public domain and which
                  materially affects the business of the Group;

         11.5.2   any offer for any business of the Group or for any member of
                  the Group; and

         11.5.3   any significant litigation affecting or likely to affect any
                  member of the Group.

11.6     Each of the Senior Managers shall make every effort to procure full and
         prompt performance by the Company of its obligations under this clause
         11.

12.      MATTERS REQUIRING CONSENT

12.1     Each of the parties (other than the Company) agrees that the following
         acts, unless required by this Agreement or unless already contained
         within the Business Plan or in any Annual Plan (provided such Annual
         Plan has been approved by the Board), shall not be carried out without
         the written consent of the Initial Investors and Madge (such consent
         not to be unreasonably withheld or delayed) or without the vote of each
         of the Nominated Directors at a duly convened meeting of the Board and
         each party (other than the Company) shall use his respective rights and
         powers as a director or Shareholder to procure so far as he is able
         that no such act is carried out unless such consent has been given:

         12.1.1   the variation of the authorised or issued share capital of the
                  Company (other than the redemption or conversion of
                  Convertible Shares as provided in the Articles) or any
                  subsidiary undertaking or the creation or the granting of any
                  option (other than pursuant to the Existing Schemes) or other
                  right to subscribe for shares or convert into shares in the
                  capital of the Company or any subsidiary undertaking; the
                  variation of the rights attaching to shares in the capital of
                  the Company (other than as provided in the Articles) or any
                  subsidiary undertaking;


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         12.1.2   the alteration of the memorandum of association or Articles
                  (or equivalent documents) of the Company or a subsidiary
                  undertaking of the Company;

         12.1.3   the declaration or distribution of any dividend or other
                  payment out of the distributable profits of the Company or of
                  any subsidiary undertaking of the Company, other than a
                  wholly-owned subsidiary;

         12.1.4   the reduction of the Company's share capital, share premium
                  accounts, capital redemption reserve or any other reserve,
                  other than as required by the Articles; the reduction of any
                  uncalled liability in respect of partly paid shares of the
                  Company;

         12.1.5   unless the person concerned has had legal advice in writing
                  that to honour this commitment would be a breach of his
                  fiduciary duties to the Company or under the Insolvency Act
                  1986 would or could render him personally liable for having
                  failed so to act, the taking of steps to wind up or dissolve
                  the Company or a subsidiary undertaking of the Company;

         12.1.6   other than any of the Nominated Directors or otherwise
                  approved by the Remuneration Committee the fixing of
                  remuneration of any director or vice-President (or similar
                  officer) of the Company or of a subsidiary undertaking of the
                  Company;

         12.1.7   the appointment of auditors of the Company or any subsidiary
                  undertaking, other than the re-appointment of an existing
                  auditor;

         12.1.8   any material change in the nature of the business of the
                  Company or any subsidiary undertaking;

         12.1.9   the alteration of the accounting reference date of the Company
                  or any subsidiary undertaking;

         12.1.10  the alteration of the accounting policies of any member of the
                  Group;

         12.1.11  the appointment or termination of employment of any employee
                  of the Company or any subsidiary undertaking whose basic
                  salary is to be or is in excess of L100,000 a year;

         12.1.12  the entry into, termination or variation of any contract or
                  arrangement between (1) the Company or any subsidiary
                  undertaking and (2) a Manager or a person who in relation to a
                  Manager is a Connected Person, including the variation of the
                  remuneration or other benefits under such a contract or
                  arrangement, and the waiver of any breach of such a contract
                  or arrangement;

         12.1.13  the delegation by the directors of the Company or any
                  subsidiary undertaking of any of their powers to a committee;


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         12.1.14  the incurring by the Company or any subsidiary undertaking of
                  any borrowing or other indebtedness or liability in the nature
                  of borrowing, other than in the ordinary course of trading in
                  any such case;

         12.1.15  capital expenditure of the Company or any subsidiary
                  undertaking which is greater than $50,000 or which would cause
                  capital expenditure of the Group in any financial year to
                  exceed $150,000 which is not specifically provided for in the
                  Annual Plan for the relevant financial year;

         12.1.16  the entering into by the Company or any subsidiary undertaking
                  of any lease, licence or similar obligation under which the
                  rental and all other payments exceed $50,000 a year or which
                  would make the Group liable for payments exceeding $150,000 a
                  year under all its leases, licences or similar obligations;

         12.1.17  the creation of any mortgage, charge or other encumbrance over
                  any asset of the Company or any subsidiary undertaking and the
                  giving of any guarantee by the Company or any subsidiary
                  undertaking, other than in the ordinary course of trading in
                  any such case;

         12.1.18  the entering into by the Company or any subsidiary undertaking
                  of any contract or arrangement outside the ordinary course of
                  trading or otherwise than at arm's length;

         12.1.19  the incorporation of a new subsidiary undertaking of the
                  Company or the acquisition by the Company or any subsidiary
                  undertaking of an interest in any shares in the capital of any
                  body corporate;

         12.1.20  the instigation or settlement of any litigation or arbitration
                  proceedings by the Company or any subsidiary undertaking when
                  the amounts claimed exceed $50,000; and

         12.1.21  the termination or any variation of the terms of the directors
                  and officers insurance and Key Man insurance referred to in
                  clause 10.1 or the Facilities Agreement.

12.2     For the purposes of clause 12.1, the written consent of the Initial
         Investors in respect of any matter listed in clause 12.1.6 to 12.1.21
         may be given by Apax on behalf of the Initial Investors. The written
         consent of Apax (and for this purpose the Amadeus shareholding shall be
         deemed included in that of Apax) or Madge in respect of any matter
         listed in clause 12.1.6 to 12.1.21 shall not be required if the
         shareholding of that party falls below fifteen percent of the issued
         share capital of the Company.

12.3     For the purposes of clause 12.1, the written consent of Apax, Madge or
         Amadeus in respect of any matter listed in clause 12.1.1 to 12.1.5
         shall not be required if the shareholding of that party falls below 5%
         of the issued share capital of the Company Provided that the
         requirement to seek such consent will transfer to any one transferee of
         Apax or Madge acquiring in aggregate more than 25% of the issued share
         capital of the Company.


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12.4     Each of the Initial Investors and Madge shall (and shall procure that
         its Nominated Director shall) exercise its consent rights pursuant to
         this clause 12 having full regard to the best interests of the Company.

13.      MANAGEMENT NON-COMPETE UNDERTAKINGS

13.1     Each of the Senior Managers undertakes with the Company that, except
         with the written consent of the Nominated Directors:

         13.1.1   that for a period commencing on the date hereof and expiring
                  on the date twelve months after the Termination Date he will
                  not whether by himself, through his employees or agents or
                  otherwise howsoever and whether on his behalf or on behalf of
                  any person, firm, company or other organisation, directly or
                  indirectly:

                  13.1.1.1 in competition with any member of the Group within
                           the Restricted Area be employed or engaged or
                           otherwise interested in the business of
                           manufacturing, designing, distributing, selling,
                           supplying or otherwise dealing with the Goods or the
                           Services. For the avoidance of doubt, subject to the
                           Board's consent (not to be unreasonably withheld) and
                           subject to the employing entity being informed of
                           these obligations, after the Termination Date, the
                           Senior Manager may be permitted to work on
                           non-competitive activities in businesses which may
                           have different independent divisions which compete
                           with the Company but may not work in or with such
                           competing division;

                  13.1.1.2 in competition with any member of the Group, solicit
                           business from or canvas any Customer or Prospective
                           Customer if such solicitation or canvassing is in
                           respect of the Goods or the Services;

                  13.1.1.3 in competition with any member of the Group accept
                           orders for the Goods or the Services from any
                           Customer or Prospective Customer;

                  13.1.1.4 solicit or induce or endeavour to solicit or induce
                           any person who on the Termination Date was a
                           director/manager/employee earning in excess of
                           L30,000 of any member of the Group with whom the
                           Senior Manager had dealings during the 12 months
                           preceding the Termination Date to cease working for
                           or providing services to the Group, whether or not
                           any such person would thereby commit a breach of
                           contract;

                  13.1.1.5 employ or otherwise engage in the business of
                           manufacturing, distributing, designing, selling,
                           supplying or otherwise dealing with the Goods or the
                           Services any person who was during the 12 months
                           preceding the Termination Date employed or otherwise
                           engaged by any member of the


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                           Group and who by reason of such employment or
                           engagement is in possession of any trade secrets or
                           confidential information relating to the business of
                           any member of the Group or who has acquired influence
                           over its Customers and Prospective Customers (defined
                           as in subclauses 13.1.3.3 and 13.1.3.4 but so that
                           references to the Senior Manager shall be replaced by
                           references to the relevant employee);

                  13.1.1.6 interfere or seek to interfere with the continuance
                           of supplies to any member of the Group (or the terms
                           of such supplies) from any suppliers who shall have
                           been supplying components for material or services to
                           any member of the Group at any time during the course
                           of his employment by a member of the Group;

         13.1.2   while employed by a member of the Group he shall, unless
                  prevented by illness or specifically permitted by his Service
                  Agreement, devote his whole time and attention to the business
                  of the Group and shall not:

                  13.1.2.1 be employed or engaged as consultant without the
                           consent of the Board in any other business; or

                  13.1.2.2 be concerned or interested in any business competing
                           with that carried on by a member of the Group or the
                           business of a supplier or customer of a member of the
                           Group provided that a Senior Manager may be
                           interested in securities which are for the time being
                           quoted on a recognised investment exchange (as
                           defined by Section 285 (1) Financial Services Act
                           2000) or which are dealt on the Alternative
                           Investment Market of the London Stock Exchange if the
                           Senior Manager's interest in the securities does not
                           exceed 5% of the total amount of the securities in
                           issue;

         13.1.3   for the purposes of this clause 13.1 the following words shall
                  have the following meanings:

                           13.1.3.1 "GOODS" shall mean any product that
                                    materially performs the same function as any
                                    goods manufactured, designed, distributed or
                                    sold by any member of the Group with which
                                    the duties of the Senior Manager were
                                    concerned or for which he was responsible
                                    during the one year immediately preceding
                                    the Termination Date and, for the avoidance
                                    of doubt, including Bluetooth or 802.11
                                    wireless LAN or PAN networking solutions or
                                    directly competing technology;

                           13.1.3.2 "SERVICES" shall mean any services
                                    (including but not limited to technical and
                                    product support, technical advice and
                                    customer services) directly relating to the
                                    Goods supplied by any member of the Group
                                    with which the duties of the Senior Manager
                                    were concerned or for which he was


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                                    responsible and for the avoidance of doubt,
                                    including, Bluetooth or 802.11 wireless LAN
                                    or PAN networking solutions or directly
                                    competing technology;

                           13.1.3.3 "CUSTOMER" shall mean any person, firm,
                                    company, or other organisation whatsoever to
                                    whom or which any member of the Group
                                    distributed, sold or supplied Goods or
                                    Services during the one year immediately
                                    preceding the Termination Date and with whom
                                    or which during such period, the Senior
                                    Manager had personal dealings in the course
                                    of his employment (or consultancy, as
                                    appropriate) or with whom any employee who
                                    was under the direct supervision of the
                                    Senior Manager had personal dealings in the
                                    course of his employment (or consultancy, as
                                    appropriate).

                           13.1.3.4 "PROSPECTIVE CUSTOMER" shall mean any
                                    person, firm, company or other organisation
                                    whatsoever with whom or which any member of
                                    the Group had negotiations or material
                                    discussions regarding the distribution, sale
                                    or supply of Goods or Services during the
                                    twelve months immediately preceding the
                                    Termination Date and with whom, during such
                                    a period, the Senior Manager had personal
                                    dealings in the course of his employment or
                                    with whom any employee who was under the
                                    direct supervision of the Senior Manager had
                                    personal dealings in the course of their
                                    employment;

                           13.1.3.5 "RESTRICTED AREA" shall mean

                                    13.1.3.5.1 United Kingdom, the European
                                             Union, the United States, Canada
                                             and Japan; and

                                    13.1.3.5.2 any other country in the world
                                             where, on the Termination Date, any
                                             member of the Group was engaged in
                                             the manufacture, distribution,
                                             design, sale or supply or otherwise
                                             dealt with Goods or Services.

                           13.1.3.6 "TERMINATION DATE" shall mean the date of
                                    termination of employment within the Group.

         13.2     Each Senior Manager (having taken independent legal advice)
                  agrees with the Initial Investors that the above non-compete
                  undertakings are reasonable and necessary for the protection
                  of the legitimate interests of the Initial Investors.

         13.3     While the above undertakings are considered to be reasonable
                  it is agreed that if any such undertakings shall be adjudged
                  to go beyond what is reasonable for the protection of the
                  interests of the Company but would be reasonable if part or
                  parts were deleted or modified, the relevant undertaking or
                  undertakings shall apply with such deletion and/or
                  modification as may be necessary to make it or them valid and
                  effective.


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         13.4     Should a Senior Manager's employment with the Company or any
                  Group Company be terminated at any time "without cause" (which
                  shall include paragraphs (i) to (v) of clause 5.3.2 only):

                  13.4.1   the Company agrees that, at the election of the
                           Company, clause 13.1 will remain enforceable provided
                           that the Company shall continue to pay the Senior
                           Manager the salary (excluding any bonus) and medical
                           benefits the Senior Manager was entitled to receive
                           under the Senior Manager's service agreement at that
                           time for the period of restriction imposed under
                           clause 13 or the Senior Manager becoming employed or
                           self-employed (whichever is the shorter period);

                  13.4.2   the Company agrees that, if it (or any member of the
                           Group who is employing the Senior Manager at the
                           relevant Termination Date) requires the Senior
                           Manager not to perform any of the Senior Manager's
                           duties and/or excludes the Senior Manager from the
                           premises of the Company for some or all of the Senior
                           Manager's notice period ("GARDEN LEAVE"), the period
                           of restriction set out in clause 13.1 above shall be
                           reduced by the length of Garden Leave served prior to
                           the Termination Date.

         14.      MADGE NON-COMPETE UNDERTAKINGS

         14.1     Madge undertakes with the Company that, except with the
                  written consent of the Board (excluding the Madge Directors):

                  14.1.1   that for a period commencing on the date hereof and
                           expiring on the date twelve months after the
                           Termination Date it will not whether by itself,
                           through its employees or agents or otherwise
                           howsoever and whether on its behalf or on behalf of
                           any person, firm, company or other organisation,
                           directly or indirectly:

                           14.1.1.1 in competition with any member of the Group
                                    within the Restricted Area be engaged or
                                    otherwise interested in the business of
                                    manufacturing, designing, distributing,
                                    selling, supplying or otherwise dealing with
                                    Goods;

                           14.1.1.2 in competition with any member of the Group,
                                    solicit business from or canvas any Customer
                                    or Prospective Customer if such solicitation
                                    or canvassing is in respect of Goods;

                           14.1.1.3 in competition with any member of the Group
                                    accept orders for Goods from any Customer or
                                    Prospective Customer;

                           14.1.1.4 solicit or induce or endeavour to solicit or
                                    induce any person who on the Termination
                                    Date was a director/manager of any member of
                                    the Group to cease working for or providing
                                    services to the Group, whether or not any
                                    such person would thereby commit a breach of
                                    contract;


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                           14.1.1.5 employ or otherwise engage in the business
                                    of manufacturing, distributing, designing,
                                    selling, supplying or otherwise dealing with
                                    Goods any person who was during the 12
                                    months preceding the Termination Date
                                    employed or otherwise engaged by any member
                                    of the Group and who by reason of such
                                    employment or engagement is in possession of
                                    any trade secrets or confidential
                                    information relating to the business of any
                                    member of the Group or who has acquired
                                    influence over its Customers and Prospective
                                    Customers;

                           14.1.1.6 interfere or seek to interfere with the
                                    continuance of supplies to any member of the
                                    Group (or the terms of such supplies) from
                                    any suppliers who shall have been supplying
                                    components for material or services to any
                                    member of the Group;

                  14.1.2   for the purposes of clauses 14.1 to 14.7 the
                           following words shall have the following meanings:

                           14.1.2.1 "GOODS" shall mean Bluetooth or 802.11
                                    wireless LAN or PAN networking solutions or
                                    directly competing technology;

                           14.1.2.2 "SERVICES" shall mean the provision of
                                    managed services relating to Bluetooth or
                                    802.11 wireless LAN or PAN networking
                                    solutions or directly competing technology;

                           14.1.2.3 "CUSTOMER" shall mean any person, firm,
                                    company, or other organisation whatsoever to
                                    whom or which any member of the Group
                                    distributed, sold or supplied Goods during
                                    the one year immediately preceding the
                                    Termination Date;

                           14.1.2.4 "PROSPECTIVE CUSTOMER" shall mean any
                                    person, firm, company or other organisation
                                    whatsoever with whom or which any member of
                                    the Group had negotiations or discussions
                                    regarding the possible distribution, sale or
                                    supply of Goods during the twelve months
                                    immediately preceding the Termination Date;

                           14.1.2.5 "RESTRICTED AREA" shall mean

                                    14.1.2.5.1 United Kingdom, the European
                                             Union, the United States, Canada
                                             and Japan; and

                                    14.1.2.5.2 any other country in the world
                                             where, on the Termination Date, any
                                             member of the Group was engaged in
                                             the manufacture, distribution,
                                             design, sale or supply or otherwise
                                             dealt with Goods;


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                           14.1.2.6 "TERMINATION DATE" shall mean the date that
                                    Madge ceases to hold 20% or more of the
                                    issued share capital of the Company.

         14.2     Madge (having taken independent legal advice) agrees with the
                  Company that the above non-compete undertakings are reasonable
                  and necessary for the protection of the legitimate interests
                  of the Initial Investors.

         14.3     While the above undertakings are considered to be reasonable
                  it is agreed that if any such undertakings shall be adjudged
                  to go beyond what is reasonable for the protection of the
                  interests of the Company but would be reasonable if part or
                  parts were deleted or modified, the relevant undertaking or
                  undertakings shall apply with such deletion and/or
                  modification as may be necessary to make it or them valid and
                  effective.

         14.4     Madge shall procure that each group company of Madge complies
                  with this clause 14.

         14.5     Nothing contained in clause 14.1 shall preclude or restrict
                  Madge or a group company of Madge acquiring another company,
                  group of companies, business or undertaking (the "ACQUIRED
                  UNDERTAKING") whose business or businesses include(s) any of
                  the businesses which would, following such acquisition, be
                  subject to the restrictions set out in clause 14.1 (the
                  "RELEVANT BUSINESS") provided that the annual turnover of the
                  Relevant Business as shown in the most recently audited annual
                  accounts of the Acquired Undertaking prior to the date of the
                  acquisition did not account for more than 5 per cent of the
                  aggregate turnover of the Acquired Undertaking, as shown by
                  such accounts and Madge shall ensure that such part of the
                  Relevant Business as is subject to the restriction set out in
                  clause 14.1 is disposed of within 6 months of acquisition to a
                  third party or parties.

         14.6     In relation to any Board meetings to consider, or action to be
                  taken by the Company in respect of any breach or suspected
                  breach by Madge of this clause 14, Madge shall procure that
                  its Nominated Directors shall not attend such Board meetings
                  (unless requested by the Initial Investors) and shall not vote
                  thereat and will permit the prosecution of such matter by the
                  Apax Director and Amadeus Director on behalf of the Board (or
                  a committee of the Board appointed by them).

         14.7     Notwithstanding the provisions of the above non-compete
                  undertakings, in the event that:

                  14.7.1   Madge shall during the term of this Agreement supply
                           any services within the Restricted Area, which
                           compete with any Services provided by the Company; or

                  14.7.2   the Company shall during the term of this Agreement
                           supply any Services within the Restricted Area, which
                           compete with any services provided by Madge or any
                           member of the Madge group;

                  the board of Madge shall meet with the Board in order to
                  resolve the conflict of interests between the respective
                  businesses of the Company and Madge and the


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                  Company and Madge acting in good faith shall use their
                  respective best endeavours to reach a workable solution to
                  their mutual benefit.

         15.      NOMINATED DIRECTORS AND NEW DIRECTORS

         15.1     Save with the prior written consent of the Initial Investors
                  and Madge, the number of Directors of the Company shall
                  initially (at the date of this Agreement) be 7 but shall be no
                  greater than 9. The parties shall use reasonable endeavours to
                  agree on the appointment of a new independent non-executive
                  chairman within three months of Completion.

         15.2     Subject to the shareholding requirements specified in the
                  Articles each of the Initial Investors and Madge shall be
                  entitled at any time and from time to time by the delivery of
                  written notice to the Company to appoint a director of the
                  Company (and in the case of Madge two directors) and in like
                  manner to remove such person from office and the Company shall
                  give effect to the provisions of any such notice. Each of the
                  Initial Investors agrees that it shall not appoint a Nominated
                  Director (or, if already appointed, as soon as is reasonably
                  practicable remove a Nominated Director) whose other
                  directorships include a directorship of a company in direct
                  competition with the business of the Company (a "COMPETING
                  INTEREST"). In the event of any dispute between the parties
                  concerning whether any directorship of a proposed Nominated
                  Director (or an existing Nominated Director) amounts to a
                  competing interest the matter shall be put to a resolution of
                  the Board. The existing directorships of Michael Risman and
                  Hermann Hauser shall not for the purposes of this clause 15.2
                  be deemed to amount to a competing interest.

         15.3     A Director nominated by an Initial Investor or Madge shall be
                  entitled to appoint any person to be his alternate director.

         15.4     The Company shall not remove or purport to remove the Apax
                  Director, the Amadeus Director or a Madge Director without the
                  prior approval of Apax, Amadeus or Madge (as appropriate).

         15.5     In addition to the four Nominated Directors the following
                  shall comprise the Board :

                  15.5.1   the chief executive officer;

                  15.5.2   an independent non-executive director approved by the
                           parties;

                  15.5.3   an independent non-executive chairman appointed
                           pursuant to clause 15.1;

                  15.5.4   two further Board members if agreed upon by the
                           parties;

                  Provided that if an independent non-executive director to be
                  appointed pursuant to clause 15.5.2 cannot be agreed upon
                  within three months of Completion then Apax shall be entitled
                  to make such appointment but in this event the CEO (Mike
                  Wilson) shall be entitled to select the independent
                  non-executive chairman of the Board. "INDEPENDENT" in this
                  context shall mean economically independent of the Initial
                  Investors and Madge and, if the CEO is not satisfied that the
                  Apax appointee is independent, the CEO may veto such
                  appointment.


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         15.6     Each of the Initial Investors shall be entitled to appoint an
                  observer to attend Board meetings but not to vote thereat.

         15.7     The Company agrees that Apax Partners Europe Managers Ltd and
                  Amadeus Capital Partners Limited shall, in respect of the
                  provision of the services of the Apax Director, Amadeus
                  Director and their respective observers, be paid, in
                  aggregate, a fee at the rate of $50,000 per annum (plus value
                  added tax) payable quarterly in arrears from Completion. Such
                  fee shall be subject to upward review during the month before
                  and with effect from each anniversary of Completion, and if
                  the Company and the Apax Director and Amadeus Director cannot
                  agree a revised fee the annual fee payable immediately before
                  each anniversary shall be increased to the annual sum which
                  reflects the increase in the Retail Prices Index over the
                  previous year. In addition, the Apax Director, the Amadeus
                  Director and any of their respective observers shall be
                  reimbursed such reasonable expenses that they may properly
                  incur in providing their services to the Company.

         15.8     The Company agrees that Madge shall, in respect of the
                  provision of the services of the Madge Directors, be paid, in
                  aggregate, a fee at the rate of $50,000 per annum (plus value
                  added tax) payable quarterly in arrears from Completion. Such
                  fee shall be subject to upward review during the month before
                  and with effect from each anniversary of Completion, and if
                  the Company and Madge cannot agree a revised fee the annual
                  fee payable immediately before each anniversary shall be
                  increased to the annual sum which reflects the increase in the
                  Retail Prices Index over the previous year. In addition, the
                  Madge Directors shall be reimbursed such reasonable expenses
                  that they may properly incur in providing their services to
                  the Company.

         15.9     If a Nominated Director is not appointed from time to time the
                  relevant Initial Investor and/or Madge shall during such
                  periods be sent notice of all directors' meetings and the
                  minutes thereof and all other documents and papers circulated
                  to the Board.

         16.      THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE

         16.1     The Board of the Company (and, at the request of the Apax
                  Director or a Madge Director, the board of any other Group
                  Company) shall establish an audit committee (the "AUDIT
                  COMMITTEE") and a remuneration committee (the "REMUNERATION
                  COMMITTEE") having the membership and duties set out in this
                  clause 16.

         16.2     The members of the Audit Committee shall be the chairman of
                  the Board, the Amadeus Director and a Madge Director. At the
                  request of the Audit Committee, the Company and/or any Group
                  Company shall ensure the attendance of the Auditors or of any
                  other director or employee of the Company or any Group Company
                  and shall ensure the disclosure to the committee of any books
                  and records of the Company or any Group Company or other
                  information which it may require. The Company or any Group
                  Company shall upon request provide authorisation to the Audit
                  Committee to seek directly from the financiers and Auditors or
                  any Group Company such information as the Audit Committee
                  shall see fit.

         16.3     The Audit Committee shall consider, report and make
                  recommendations to the Board on:


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<PAGE>   37
                  16.3.1   appropriate accounting policies, compliance with
                           accounting standards and material accounting matters
                           (such as contingent liabilities);

                  16.3.2   the adequacy and effectiveness of internal systems of
                           reporting and control;

                  16.3.3   the scope of the audit, action required as a result
                           of the Auditors' findings and conclusion, and the
                           Auditors' remuneration;

                  16.3.4   compliance with the policies of the Company or any
                           Group Company and with external codes of conduct or
                           regulations; and

                  16.3.5   any other matters which it considers appropriate or
                           otherwise at the request of the Board.

         16.4     The members of the Remuneration Committee shall be the
                  chairman of the Board, the Apax Director and a Madge Director.
                  The chief executive officer shall, upon the request of the
                  Remuneration Committee, prepare and deliver a report and
                  recommendations on remuneration.

         16.5     The Remuneration Committee shall be authorised to determine on
                  behalf of the Board the terms of appointment or dismissal and
                  the remuneration of both executive and non-executive directors
                  (including, subject to the provisions of clause 15 the
                  Nominated Directors).

         16.6     The decisions of the Audit Committee and the Remuneration
                  Committee shall be reached by a majority of its members
                  voting.

         17.      TRANSFERS AND NEW MEMBERS(5)

         17.1     No Shareholder shall transfer shares (pursuant to one or more
                  transfers) constituting more than three percent in aggregate
                  of the issued share capital of the Company to a Trade Investor
                  unless such transfer is a transfer following the making of an
                  offer for the whole of the issued share capital of the
                  Company. No Shareholder may transfer shares to a Strategic
                  Investor. For the purpose of this clause Madge shall not be
                  deemed a Trade Investor.

         17.2     Apax and Amadeus on the one hand and Madge on the other
                  mutually agree to procure that the provisions of Article
                  11.15.2 (tag provisions) will apply as between themselves in
                  respect of any offer not amounting to an offer for a
                  controlling interest (as defined in such Article) in respect
                  of the number of shares sought to be purchased by the
                  purchaser pro rata to their respective holdings of shares in
                  the Company ("TAG-RIGHTS") Provided that:

                  17.2.1   XXX

                  17.2.2   XXX

                  ----------------------
                  (5) Confidential treatment for various items in this section
                      requested by Madge Networks N.V.



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<PAGE>   38
                  17.2.3   XXX

         17.3     It is the parties intention that Strategic Investors will
                  waive all or part of their rights of pre-emption (whether
                  arising under this Agreement, the Articles or otherwise) on
                  the issue of any new shares or on the transfer of shares.

         17.4     Notwithstanding Article 11.12.1 if any Strategic Investor
                  offers its shares for sale pursuant to a Transfer Notice (as
                  the same is defined in the Articles), and provided they are
                  non-voting shares, they shall offer the shares the subject of
                  the Transfer Notice to all Shareholders (other than to
                  employees, which for the avoidance of doubt shall not include
                  the Senior Managers) on a pro rata basis and Article 11.12
                  shall be modified accordingly.

         17.5     In the event that as a result of the operation of Article 12
                  relating to any of Articles 12.1.1 to 12.1.4 (Compulsory
                  Transfers), Apax or Amadeus shall acquire any shares in the
                  Company from Madge, which, within 3 months of the date of this
                  Agreement, Apax or Amadeus sell Apax and Amadeus agree to pay
                  to Madge (in aggregate) 50% of such sum (if any) as equals any
                  excess between the Transfer Price paid by Apax or Amadeus (in
                  accordance with Article 12) and the price per share received
                  by Apax or Amadeus (less sale costs) on such subsequent sale.

         17.6     Notwithstanding the provisions of this clause 17, the Initial
                  Investors may transfer up to 25% of each of their shares in
                  the Company to any non-Trade Investor provided always that
                  such transfer takes place within 22 weeks of Completion and
                  provided always that such transferee is acceptable to the
                  Company (such acceptance not to be unreasonably withheld or
                  delayed). For the avoidance of doubt, any of KfW or other Apax
                  related funds are deemed acceptable transferees. The Senior
                  Managers, Madge, Amadeus and/or Apax (as appropriate) hereby
                  waive any rights of pre-emption (whether arising under this
                  Agreement, the Articles, or otherwise) on any transfer of
                  shares by Apax pursuant to this clause 17.6.

         17.7     Notwithstanding any provision of this Agreement (as between
                  the parties apart from the Company) or the Articles to the
                  contrary, no shares shall be issued or transferred to a person
                  who is not already a party to this Agreement, unless that
                  person has already executed a Deed of Adherence by which he is
                  treated as a Senior Manager or an Investor or a Strategic
                  Investor (as the case may be) or unless that person is an
                  employee of the Group (but not a Senior Manager) purchasing
                  shares pursuant to the Existing Schemes (or any future
                  employee share scheme of the Company) or pursuant to clause
                  18.

         17.8     All executed Deeds of Adherence shall be delivered to and held
                  by the Company.

         18.      MANAGEMENT AND EMPLOYEE SHARES(6)

         18.1     It is the intention of the Company to sell in aggregate XXX
                  Series A Voting Shares at a price of $3.13 to the Managers and
                  employees of the Group which figure includes the Managers'
                  Subscription Shares.

                  ----------------------
                  (6) Confidential treatment for various items in this section
                      requested by Madge Networks N.V.



                                      308
<PAGE>   39
         18.2     In respect of shares offered to employees of the Group, they
                  will be asked to commit to purchase and pay the subscription
                  monies within three months of Completion.

         18.3     The offer of shares to employees of the Group (excluding the
                  Managers) will be made on terms acceptable to the Initial
                  Investors, and in particular but without limitation, that the
                  shares are held by one trust on behalf of all such employees
                  such trust to include powers of sale. It is further intended
                  that the Existing Scheme rules be altered such that there is
                  no accelerated vesting on a change of control of the Company.

         18.4     The Board will consider granting options relative to the
                  number of shares purchased.

         18.5     The Board will consider the establishment of an employee
                  benefit trust empowered to buy shares from employees leaving
                  the Group and for sale to new recruits.

         18.6     Exercise of options granted and to be granted under the
                  Existing Schemes will be conditional on the option holder
                  discharging all National Insurance liability of the Company.

         18.7     It is intended that the Company shall have XXX share options
                  available to grant (to include that part of the Existing
                  Schemes currently unallocated).

         18.8     Madge hereby agrees to fully indemnify the Company against any
                  National Insurance liability the Company may incur in respect
                  of the Madge Networks NV 1993 Stock Plan and/or the Madge
                  Networks NV 1993 Employee Stock Purchase Plan.

         19.      INVESTOR'S CONSENT

         19.1     Where this Agreement provides that any particular transaction
                  or matter requires the consent, approval or agreement of the
                  Investors or Madge such consent, approval or agreement must be
                  given in writing and may be given subject to such terms and
                  conditions as the Investors or Madge may impose and any breach
                  of such terms and conditions by any person subject thereto
                  shall ipso facto be deemed to be a breach of the terms of this
                  Agreement.

         19.2     If the consent, approval or agreement of an Investor or Madge
                  is required under more than one provision of this Agreement
                  for any one transaction or matter then any consent, approval
                  or agreement given in relation to that transaction or matter
                  by the Investor or Madge shall be deemed to cover all
                  consents, approvals or agreements required for that
                  transaction or matter unless otherwise specified by the
                  relevant Investor.

         20.      SALE OR LISTING(7)

         20.1     It is the parties' mutual objective to achieve a Listing of
                  the Company.

         20.2     In the event of the right of Shareholders to sell shares on a
                  Listing then in relation to the first XXX shares (subject to
                  adjustment upward and downward - to reflect any subdivision,
                  consolidation or other capital reorganisation in relation to
                  the Ordinary

                  ----------------------
                  (7) Confidential treatment for various items in this section
                      requested by Madge Networks N.V.



                                      309
<PAGE>   40
                  Shares after the date hereof but excluding any conversion of
                  the Convertible Shares) to be allocated to Shareholders for
                  sale the Initial Investors (pro rata to shareholdings) shall
                  have prior rights of sale and any balance thereafter shall be
                  dealt with pro rata to shareholdings. It is understood by the
                  Senior Managers that save in exceptional circumstances IPO
                  underwriters and investors will wish to restrict the sale of
                  shares by the Managers to whatever level they regard as
                  reasonable and consequently may allow the Managers to sell no
                  more than a nominal amount of their shareholdings.

         20.3     Subject to clause 20.4, if a sale of the entire issued share
                  capital of the Company is proposed at a price of less than XXX
                  per share (subject to adjustment upward and downward - as the
                  case may be- to reflect any subdivision, consolidation or
                  other capital reorganisation in relation to the shares after
                  the date hereof) (prior to any conversion of Convertible
                  Shares) then the decision of whether a sale should proceed
                  shall be determined by the independent directors (who are not
                  the CEO or Nominated Directors). The independent directors
                  shall have regard to the effect of the sale on Madge provided
                  that no special consideration shall be given to the position
                  of Madge if on such sale it shall receive a gross
                  consideration at least to equal to its Original Basis.
                  "ORIGINAL BASIS" for this purpose shall mean XXX less the
                  consideration received on all sales of shares by Madge
                  following Completion.

         20.4     In the event that the proposed sale referred to in clause 20.3
                  is to an associate of Apax then the decision as to whether the
                  sale should proceed (on the terms proposed in clause 20.3)
                  shall be determined by the Board (save for the Apax Director).

         21.      DURATION OF OBLIGATIONS

         21.1     On a Listing the provisions of this Agreement shall cease to
                  have effect except that the parties' accrued rights and
                  obligations shall not be affected.

         21.2     When Madge, a Senior Manager or an Investor ceases to hold
                  shares Madge, the Senior Manager or the Investor (as the case
                  may be) shall cease to be party to this Agreement except that
                  any accrued rights and obligations shall not be affected.

         22.      ENFORCEMENT OF THE COMPANY'S RIGHTS

         If       it appears that any Senior Manager or any associate of a
                  Senior Manager (in whatever capacity) is in breach of any
                  obligation which he owes to any company in the Group (whether
                  under this Agreement or otherwise), then the conduct of the
                  right of action of such company in respect thereof shall be
                  passed to the Nominated Directors (or to a committee of the
                  Board selected by them) who shall have full authority to
                  negotiate, litigate and settle any claim arising and the
                  Senior Managers and the Company shall take all reasonable
                  steps within their power to give effect to the provisions of
                  this clause 22.

         23.      ANNOUNCEMENTS

         23.1     No announcement in relation to the transactions contemplated
                  by this Agreement shall be made without the written consent of
                  the Nominated Directors, except that an announcement
                  previously consented to may be repeated by any of the parties.
                  It is the intention of Madge, Apax and the Company to agree
                  post Completion press


                                      310
<PAGE>   41
                  releases. Save as agreed, the parties shall keep the terms of
                  this Agreement confidential.

         23.2 Each of the Shareholders undertakes to each of the other
         Shareholders and the Company that he will not any time hereafter use or
         divulge or communicate to any person other than officers or employees
         of the Company whose province it is to know the same or on the
         instructions of the Board any Confidential Information which may come
         to his knowledge and he shall use all reasonable endeavours to prevent
         the publication or disclosure of any Confidential Information and these
         obligations shall continue to apply after that Shareholder shall cease
         to be a party to this Agreement or otherwise involved in the affairs of
         the Company without limit in point of time but shall cease to apply to
         information which shall come into the public domain other than by a
         breach of this clause or which for any other reason, other than through
         the default of that Shareholder, shall have ceased to be confidential.

         23.3 The Investors and Madge shall not without the prior approval of
         the Board disclose Confidential Information to any third party. For the
         avoidance of doubt, and subject to the provisions of this clause 23, no
         such consent shall be required for the making of any announcement or
         communication relating to this Agreement or the Group by an Investor or
         Madge solely to its investment bankers, accountants, legal counsel,
         employees and lenders (and in the case of the Initial Investors to
         their investment partners), in each case only where such persons or
         entities are, in turn under appropriate non-disclosure obligations.

         23.4 Each Shareholder may disclose information about the Company or
         this Agreement as required by:

                  23.4.1 the London Stock Exchange or other recognised
                  investment exchange;
                  23.4.2 any regulatory authority to which the relevant
                  Shareholder is subject; or
                  23.4.3 law.

         24.      COSTS

         The Company shall pay the costs and expenses of the Investors in
         connection with the negotiation, preparation, execution and performance
         of this Agreement relating to the subscription for shares hereunder
         (which shall not be deemed to include implementation of clause 18) and
         all documents referred to in it, subject to a cap of $150,000 plus VAT
         and disbursements.

         25. GENERAL PROVISIONS

         25.1     A variation of this Agreement is valid only if it is in
                  writing and signed by or on behalf of each party.

         25.2     The failure to exercise or delay in exercising a right or
                  remedy provided by this Agreement or by law does not
                  constitute a waiver of the right or remedy or a waiver of
                  other rights or remedies. No single or partial exercise of a
                  right or remedy provided by this Agreement or by law prevents
                  further exercise of the right or remedy or the exercise of
                  another right or remedy.


                                      311
<PAGE>   42
         25.3     The parties rights and remedies contained in this Agreement
                  are cumulative and not exclusive of rights or remedies
                  provided by law.

         25.4     Except to the extent that they have been performed and except
                  where this Agreement provides otherwise, the Warranties and
                  obligations contained in this Agreement remain in force after
                  Completion.

         25.5     Nothing contained in this Agreement is to be construed as
                  creating a partnership between any of the parties.

         25.6     If there is any conflict or inconsistency between the
                  provisions of this Agreement and the Articles, this Agreement
                  prevails.

         25.7     The invalidity, illegality or unenforceability of any
                  provision of this Agreement does not affect the continuation
                  in force of the remainder of this Agreement.

         25.8     This Agreement shall be binding upon and shall enure for the
                  benefit of the successors and assigns and personal
                  representatives (as the case may be) of each of the parties
                  hereto.

         25.9     This Agreement shall supersede all (if any) previous
                  agreements and understandings between the parties and
                  (together with the Articles and the other agreements and
                  documents referred to in this Agreement) represents the entire
                  agreement between the parties hereto in relation to all
                  matters the subject matter hereof.

         25.10    Save as otherwise herein expressly provided neither the
                  Company nor Madge nor any of the Senior Managers, nor the
                  Initial Investors shall be entitled to assign or otherwise
                  transfer any of its or his rights and obligations under this
                  Agreement (save where this is to a permitted transferee in
                  accordance with Article 11.9 of the Articles) without the
                  prior written consent of non-assigning parties.

         25.11    The parties hereto shall, and shall use their respective
                  reasonable endeavours to procure that any necessary third
                  parties shall, do and execute and perform all such further
                  deeds, documents, assurances, acts and things as any of the
                  parties hereto may reasonably require by notice in writing to
                  the others to carry the provisions of this Agreement and the
                  Articles into full force and effect.

         25.12    This Agreement may be executed in any number of counterparts,
                  each of which when executed and delivered is an original, but
                  all the counterparts together constitute the same document.

         25.13    The parties hereby agree that the Exhibit has been attached to
                  this Agreement for the purposes of the proper construction and
                  interpretation of Article 4.2.7 of the Articles.

         26.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

              A person who is not a party to this Agreement may not enforce any
              term of this Agreement. The parties agree that the Contracts
              (Rights of Third Parties) Act 1999 shall not apply to this
              Agreement or to any agreement or document entered into pursuant to
              this Agreement.


                                      312
<PAGE>   43
         27.      NOTICES

         27.1     Any notice or other communication under or in connection with
                  this Agreement shall be in writing and shall be delivered
                  personally or sent by first class post in a pre-paid envelope
                  (and air mail if overseas) or by telefax, to the party due to
                  receive the notice or communication at its address set out in
                  this Agreement or such other address as a party may specify by
                  notice in writing to the others.

         27.2     In the absence of evidence of earlier receipt, any notice or
                  other communication shall be deemed to have been duly given:

                  27.2.1   if delivered personally, when left at the address
                           referred to in clause 27.1;

                  27.2.2   if sent by mail other than air mail, two days after
                           posting it;

                  27.2.3   if sent by air mail, six days after posting it; and

                  27.2.4   if sent by telefax, on completion of its
                           transmission, provided that the sender's machine has
                           generated a message confirming that the entire
                           message has been successfully transmitted.

         28.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed in accordance with
         English law and the parties hereto irrevocably submit to the
         non-exclusive jurisdiction of the English courts.

         EXECUTED the day and year first before written.


                                      313
<PAGE>   44
                                   SCHEDULE 1
                              (The Senior Managers)

                                   SCHEDULE 2
                   (Particulars of the Company and Subsidiary)

                                   SCHEDULE 3
                              (Written Resolution)

                                   SCHEDULE 4
                             (Principal Warranties)

                                   SCHEDULE 5
                             (Management Warranties)

                                   SCHEDULE 6

                                   SCHEDULE 7
                                  (Properties)

                                   SCHEDULE 8
                              (Completion Accounts)



                                      314
<PAGE>   45
SIGNED for and on behalf of RED-M            )
(COMMUNICATIONS) LIMITED in the presence of: )   /s/ Michael D. Wilson
                                             )






SIGNED by MICHAEL WILSON in the presence of: )
                                             )  /s/ Michael D. Wilson





SIGNED by SIMON GAWNE in the presence of:    )
                                             )  /s/ Simon Gawne





SIGNED by CLIVE MAYNE in the presence of:    )
                                             )  /s/ Clive Mayne





SIGNED for and on behalf of MADGE            )
NETWORKS NV in the presence of:              )  /s/ Christopher Bradley





EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE V-A, L.P.            )
by:                                         )  /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory


                                      315
<PAGE>   46
EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE V-B, L.P.            )
by:                                         )  /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory





EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE VC,                  )
GMBH & CO. KG by:                           )  /s/ Michael Risman

                              Authorised Signatory

                              Authorised Signatory





EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
managers of APAX EUROPE V-D, L.P.           )
by:                                         )  /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory


                                      316
<PAGE>   47
EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE V-E, L.P.            )
by:                                         )  /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory





EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE V-F, C.V.            )
by:                                         )  /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory





EXECUTED for and on behalf of APAX          )
PARTNERS EUROPE MANAGERS                    )
LIMITED acting in its capacity as           )
manager of APAX EUROPE V-G, C.V.            )
by:                                         )   /s/ Michael Risman


                              Authorised Signatory

                              Authorised Signatory


                                      317
<PAGE>   48
EXECUTED for and on behalf of              )
AMADEUS CAPITAL PARTNERS                   )
LIMITED acting in its capacity as          )  /s/  Anne M. Glover
manager of AMADEUS II A by:                )

                                              Authorised Signatory

                                              Authorised Signatory





EXECUTED for and on behalf of              )
AMADEUS CAPITAL PARTNERS                   )
LIMITED acting in its capacity as          )  /s/  Anne M. Glover
manager of AMADEUS II B by:                )

                                              Authorised Signatory

                                              Authorised Signatory





EXECUTED for and on behalf of             )
AMADEUS CAPITAL PARTNERS                  )
LIMITED acting in its capacity as         )  /s/  Anne M. Glover
manager of AMADEUS II C by:               )

                                              Authorised Signatory

                                              Authorised Signatory


                                      318
<PAGE>   49
EXECUTED for and on behalf of            )
AMADEUS CAPITAL PARTNERS                 )
LIMITED acting in its capacity as        )
manager of AMADEUS II GMBH & CO KG by:   )  /s/  Anne M. Glover


                                           Authorised Signatory

                                           Authorised Signatory





EXECUTED for and on behalf of            )
AMADEUS CAPITAL PARTNERS                 )
LIMITED acting in its capacity as        )  /s/  Anne M. Glover
manager of AII AFFILIATES by:            )

                                           Authorised Signatory

                                           Authorised Signatory




                                      319