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                                                                     EXHIBIT 2.2

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                     AMENDED AND RESTATED DEPOSIT AGREEMENT

                                  by and among

                              IONA TECHNOLOGIES PLC
                                    as Issuer

                                       AND

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                                  as Depositary

                                       AND

           HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES
           EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER

                              DATED APRIL 26, 2004


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                                   WHITE&CASE
                                 7-11 Moorgate
                                London EC2R 6HH


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                              PAGE
                                                                              ----
<S>                                                                           <C>
1.    DEFINITIONS AND INTERPRETATION .......................................    1
2.    FORM OF ADR:  INCORPORATION BY REFERENCE .............................    3
3.    DEPOSIT OF SHARES ....................................................    4
4.    ISSUE OF ADRs ........................................................    6
5.    TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION OF
      ADRS; CANCELLATION AND DESTRUCTION OF ADRS; MAINTENANCE OF RECORDS ...    8
6.    DISTRIBUTIONS:  CONVERSION OF FOREIGN CURRENCY WITHHOLDING ...........   10
7.    CUSTODIAN ............................................................   16
8.    DEPOSITARY'S AGENTS ..................................................   16
9.    MAINTENANCE OF OFFICE ................................................   17
10.   STANDARD OF CARE .....................................................   17
11.   RESIGNATION AND REMOVAL OF THE DEPOSITARY:
      SUCCESSOR DEPOSITARY .................................................   17
12.   AMENDMENT ............................................................   18
13.   TERMINATION ..........................................................   18
14.   INFORMATION ..........................................................   19
15.   INDEMNIFICATION ......................................................   21
16.   COMPLIANCE WITH U.S. SECURITIES LAWS .................................   22
17.   MISCELLANEOUS ........................................................   22
18.   GOVERNING LAW ........................................................   22
EXHIBIT A TO DEPOSIT AGREEMENT:  Form of ADR ...............................  A-1
EXHIBIT B TO DEPOSIT AGREEMENT:  Fees and Charges of the Depositary ........  B-1
</TABLE>




                                       -i-

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                                DEPOSIT AGREEMENT

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of April 26, 2004 (the
"Agreement"), among IONA TECHNOLOGIES PLC, a public limited company organized
under the laws of the Ireland and its successors (hereinafter referred to as the
"Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation duly
incorporated and existing under the laws of the State of New York, United States
of America, as Depositary and any successor as depositary hereunder (hereinafter
referred to as the "Depositary"), and all Registered Holders and Beneficial
Owners from time to time of American Depositary Receipts (as hereinafter
defined) issued hereunder.

                              W I T N E S S E T H:

WHEREAS, the Company and JP Morgan Chase Bank (as successor to Morgan Guaranty
Trust Company of New York) (the "Predecessor Depositary") are party to a Deposit
Agreement dated as of February 24, 1997 (the "Original Agreement") for the
purposes set forth therein;

WHEREAS, by written notice addressed to the Predecessor Depositary, the Company,
pursuant to Section 13 of the Original Agreement, has removed the Predecessor
Depositary under the Original Agreement;

WHEREAS, the Company and the Predecessor Depositary have agreed that the
Predecessor Depositary will be removed as depositary under the Original
Agreement with effect from the date hereof;

WHEREAS, the Company has appointed Deutsche Bank Trust Company Americas as
Depositary in accordance with and subject to the conditions of the Original
Agreement, as amended and restated by this Agreement;

WHEREAS, the Company and the Depositary have agreed that the Predecessor
Depositary shall deliver to the Depositary the information, records, property
and cash referred to in Section 13 of the Original Agreement; and

WHEREAS, Deutsche Bank Trust Company Americas has accepted its appointment as
Depositary in accordance with and subject to the conditions of the Original
Agreement, as amended and restated by this Agreement;

NOW, THEREFORE, in consideration of the premises, the Company and the Depositary
hereby amend and restate the Original Agreement and the form of Receipt as
follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      The following definitions shall for all purposes, unless otherwise clearly
      indicated, apply to the respective terms used in this Agreement.

      "ADR" or "RECEIPT" means an American depositary receipt evidencing ADSs.

      "ADS" means an American depositary share representing beneficial interests
      in the Deposited Securities. Each ADS represents the right to receive one
      Ordinary Share.

      "AFFILIATE" shall have the meaning assigned to such term by the Commission
      under Regulation C promulgated under the Securities Act.

<PAGE>

      "ARTICLES OF ASSOCIATION" means the Memorandum and Articles of Association
      of the Company, as the same may be amended or in force from time to time.

      "BENEFICIAL OWNER" means a person with a beneficial interest in ADSs;
      provided that a Beneficial Owner need not be the Holder of the ADR
      evidencing such ADSs and that a Beneficial Owner may exercise any rights
      or receive any benefits hereunder solely through the Holder of the ADR(s)
      evidencing the ADSs in which such Beneficial Owner has an interest.

      "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and
      Friday which is not (a) a day on which banking institutions in the Borough
      of Manhattan, The City of New York are authorized or obligated by law or
      executive order to close and (b) a day on which the market(s) in which
      ADRs are traded are closed.

      "CLEARING AGENT" means any registrar, transfer agent, clearing agent or
      other entity recording ownership of Shares or transactions in them at the
      relevant time.

      "COMMISSION" shall mean the Securities and Exchange Commission of the
      United States or any successor governmental agency in the United States.

      "CUSTODIAN" means the agent or agents of the Depositary named as Custodian
      in the Form of ADR and any additional or successor Custodian which may be
      appointed pursuant to Section 7.

      "DELIVERY ORDER" has the meaning set forth in Section 3.1.

      "DEPOSITARY'S OFFICE" means at any particular time the office of the
      Depositary in The City of New York at which its depositary receipt
      business is then administered. At the date of this Agreement the
      Depositary's Office is located at 60 Wall Street, New York, NY 10005,
      United States.

      "DEPOSITED SECURITIES" at any particular time means all Shares then
      deposited or deemed to be deposited under this Agreement and any and all
      additional securities and cash received by the Depositary or the Custodian
      in respect or in lieu thereof and at such time held hereunder.

      "DOLLARS" AND "$" shall refer to the lawful currency of the United States.

      "DRS/PROFILE" means the system for the uncertificated registration of
      ownership of securities pursuant to which ownership of ADSs is maintained
      on the books of the Depositary without the issuance of a physical
      certificate and transfer instructions may be given to allow for the
      automated transfer of ownership between the books of DTC and the
      Depositary. Ownership of ADSs held in DRS/Profile are evidenced by
      periodic statements issued by the Depositary to the Holders entitled
      thereto.

      "FOREIGN CURRENCY" shall refer to all lawful currency other than Dollars.

      "FOREIGN REGISTRAR" shall mean any Clearing Agent and any other appointed
      agent of the Company for the transfer and registration of Shares.

      "FORM OF ADR" has the meaning set out in Section 2.2.

      "HOLDER" means the person or persons in whose name an ADR is registered on
      the Register and if a Holder is not the Beneficial Owner of the ADS(s)
      evidenced by the Receipt registered in its name, such person shall be
      deemed to have all requisite authority to act on behalf of the relevant
      Beneficial Owners.

      "PRE-RELEASE" has the meaning set forth in Section 3.1.

                                      -2-
<PAGE>

      "PRE-RELEASE TRANSACTION" has the meaning set forth in Section 4.3

      "PRE-RELEASED ADR" has the meaning set forth in Section 3.1.

      "REGISTER" means a register kept at the Depositary's office for the
      registration, registration of transfer, combination and split-up of ADRs.

      "RESTRICTED SECURITIES" shall mean Shares, or ADSs representing such
      Shares, which (i) have been acquired directly or indirectly from the
      Company or any of its Affiliates in a transaction or chain of transactions
      not involving any public offering and subject to resale limitations under
      the Securities Act or the rules issued thereunder, or (ii) are held by an
      officer or director (or persons performing similar functions) or other
      Affiliate of the Company, or (iii) are subject to other restrictions on
      sale or deposit under the laws of the United States, Ireland, or under a
      shareholders' agreement or the Company's Articles of Association or under
      the regulations of an applicable securities exchange unless, in each case,
      such Shares are being sold to persons other than an Affiliate of the
      Company in a transaction (x) covered by an effective resale registration
      statement or (y) exempt from the registration requirements of the
      Securities Act (as hereinafter defined), and the Shares are not, when held
      by such person, Restricted Securities.

      "SECURITIES ACT" means the U.S. Securities Act of 1933, as amended.

      "SECURITIES EXCHANGE ACT" means the U.S. Securities Exchange Act of 1934,
      as amended.

      "SHARES" means the ordinary shares, par value EUR0.0025 each, of the
      Company, having the same rights, including with respect to distributions,
      as all other outstanding ordinary shares of the Company, and, subject to
      Pre-Release, shall include the rights to receive Shares.

1.2   INTERPRETATION

      Unless the context of this Agreement otherwise clearly requires,
      references to the plural include the singular and the plural and "or" has
      the inclusive meaning represented by the phrase "and/or." The words
      "include," "includes," and "including" shall be deemed to be followed by
      the phrase "without limitation." The words "hereof," herein," "hereunder"
      and similar terms in this Agreement refer to this Agreement as a whole and
      not to any particular provision of this Agreement. References to Sections
      or Exhibits are references to Sections in or Exhibits to this Agreement
      unless otherwise provided.

2.    FORM OF ADR: INCORPORATION BY REFERENCE

2.1   APPOINTMENT OF DEPOSITARY

      The Company hereby appoints the Depositary as depositary for the Deposited
      Securities and hereby authorizes and directs the Depositary to act in
      accordance with the terms set forth in this Agreement. Each Holder and
      each Beneficial Owner, upon acceptance of any ADSs (or any interest
      therein) issued in accordance with the terms of this Agreement, shall be
      deemed for all purposes to (a) be a party to and bound by the terms of
      this Agreement and (b) appoint the Depositary its attorney-in-fact, with
      full power to delegate, to act on its behalf and to take any and all
      actions contemplated in this Agreement, to adopt any and all procedures
      necessary to comply with applicable law and to take such action as the
      Depositary in its sole discretion may deem necessary or appropriate to
      carry out the purposes of this Agreement (the taking of such actions to be
      the conclusive determinant of the necessity and appropriateness thereof).

2.2   FORM OF ADR

      ADRs shall be substantially in the form of Exhibit A (the "FORM OF ADR"),
      with such changes as may be required by the Depositary or the Company to
      comply with their obligations


                                      -3-
<PAGE>

      hereunder, any applicable law, regulation or usage or to indicate any
      special limitations or restrictions to which any particular ADRs are
      subject. ADRs shall be engraved or printed or otherwise reproduced in
      accordance with the Depositary's customary practices or as may be required
      by any securities exchange on which the ADSs are listed or admitted for
      trading. ADRs shall be executed by the manual or facsimile signature of a
      duly authorised signatory of the Depositary, which signature shall bind
      the Depositary, notwithstanding that such signatory has ceased to hold
      such authority prior to the delivery of such ADRs.

2.3   TRANSFERABILITY

      Subject to the limitations contained herein and in the Form of ADR, title
      to an ADR (and to the ADSs evidenced thereby), when properly endorsed (in
      the case of certificated ADRs) or upon delivery to the Depositary of
      proper instruments of transfer, shall be transferable by delivery with the
      same effect as in the case of a negotiable instrument under the laws of
      the State of New York; provided, however, that the Depositary,
      notwithstanding any notice to the contrary, may treat the Holder thereof
      as the absolute owner thereof for the purpose of determining the person
      entitled to distribution of dividends or other distributions or to any
      notice provided for in this Agreement and for all other purposes and
      neither the Depositary nor the Company will have any obligation or be
      subject to any liability under this Agreement to any holder of a Receipt,
      unless such holder is the Holder thereof.

3.    DEPOSIT OF SHARES

3.1   DEPOSIT WITH CUSTODIAN

      Subject to the terms and conditions of this Agreement, the Depositary
      shall issue ADRs for delivery at the Depositary's Office against delivery
      or transfer to the Custodian of: (a) Shares by credit to the account of
      the Custodian with a Clearing Agent or as the Custodian may otherwise
      specify; or (b) subject to the provisions of Section 4.3 below, rights to
      receive Shares. ADRs issued upon the deposit of rights to receive Shares
      in accordance with clause (b) of this Section 3.1 are hereinafter referred
      to as "Pre-Released ADRs", and each such issuance as a "Pre-Release",
      until such time as Shares are deposited with the Custodian in accordance
      with clause (a) of this Section 3.1. In connection with any such deposit,
      the Depositary or the Custodian may require a written order from the
      person making such deposit specifying the person or persons in whose name
      the ADRs are to be issued (a "Delivery Order"). Every deposit of Shares
      shall be accompanied by the following: (A) (i) in the case of Shares
      issued in certificated form, such Shares or the certificates representing
      such Shares and an executed instrument of transfer thereof in favour of
      such person as the Custodian may direct and (ii) in the case of Shares
      delivered by book-entry transfer, confirmation of such book-entry transfer
      to the Custodian or that irrevocable instructions have been given to cause
      such Shares to be so transferred, (B) such certifications and payments
      (including, without limitation, any applicable taxes and governmental
      charges and the Depositary's fees, and related charges in accordance with
      Exhibit B) and evidence of such payments (including, without limitation,
      stamping or otherwise marking such Shares by way of receipt) as may be
      required by the Depositary, Custodian or any Clearing Agent, as the case
      may be, in accordance with the provisions of this Agreement, (C) if the
      Depositary so requires, a written order directing the Depositary to
      execute and deliver to, or upon the written order of, the person or
      persons stated in such order an ADR or ADRs for the number of ADSs
      representing the Shares so deposited, (D) evidence satisfactory to the
      Depositary (which may include an opinion of counsel reasonably
      satisfactory to the Depositary provided at the cost of the person seeking
      to deposit Shares) that all conditions to such deposit have been met and
      all necessary approvals have been granted by, and there has been
      compliance with the rules and regulations of, any applicable governmental
      agency in Ireland, and (E) if the Depositary so requires, (i) an
      agreement, assignment or instrument satisfactory to the Depositary or the
      Custodian which provides for the prompt transfer by any person in whose
      name the Shares are or have been recorded to the Custodian of


                                      -4-
<PAGE>

      any distribution, or right to subscribe for additional Shares or to
      receive other property in respect of any such deposited Shares or, in lieu
      thereof, such indemnity or other agreement as shall be satisfactory to the
      Depositary or the Custodian and (ii) if the Shares are registered in the
      name of the person on whose behalf they are presented for deposit, a proxy
      or proxies entitling the Custodian to exercise voting rights in respect of
      the Shares for any and all purposes until the Shares so deposited are
      registered in the name of the Depositary, the Custodian or any nominee. No
      Share shall be accepted for deposit unless accompanied by confirmation or
      such additional evidence, if any is required by the Depositary, that is
      reasonably satisfactory to the Depositary or the Custodian that all
      conditions to such deposit have been satisfied by the person depositing
      such Shares under the laws and regulations of Ireland and any necessary
      approval has been granted by any governmental body in Ireland, if any,
      which is then performing the function of the regulator of currency
      exchange. Subject to Section 4.3, the Depositary may issue Receipts
      against evidence of rights to receive Shares from the Company, any
      Clearing Agent, the Foreign Registrar, any agent of the Company or any
      custodian, registrar, transfer agent, clearing agency or other entity
      involved in ownership or transaction records in respect of the Shares.
      Without limitation of the foregoing, the Depositary shall not knowingly
      accept for deposit under this Agreement any Shares required to be
      registered under the provisions of the Securities Act of 1933, unless a
      registration statement is in effect as to such Shares. The Depositary will
      use commercially reasonable efforts to comply with reasonable written
      instructions of the Company that the Depositary shall not accept for
      deposit hereunder any Shares specifically identified in such instructions
      at such times and under such circumstances as may reasonably be specified
      in such instructions in order to facilitate the Company's compliance with
      the securities laws in the United States or its contractual obligations.

      As soon as practicable after receipt of any permitted deposit hereunder
      and compliance with the provisions of this Agreement, the Custodian shall
      present the Shares so deposited, together with the appropriate instrument
      or instruments of transfer or endorsement, duly stamped, to the Foreign
      Registrar for transfer and registration of the Shares (as soon as transfer
      and registration can be accomplished and at the expense of the person for
      whom the deposit is made) in the name of the Depositary, the Custodian or
      a nominee of either. Deposited Securities shall be held by the Depositary
      or by a Custodian for the account and to the order of the Depositary or a
      nominee, in each case for the account of the Holders and Beneficial
      Owners, at such place or places as the Depositary or the Custodian shall
      determine.

      In the event any Shares are deposited which entitle the holders thereof to
      receive a per-share distribution or other entitlement in an amount
      different from the Shares then on deposit, the Depositary is authorized to
      take any and all actions as may be necessary (including, without
      limitation, making the necessary notations on ADRs) to give effect to the
      issuance of such ADSs and to ensure that such ADSs are not fungible with
      other ADSs issued hereunder until such time as the entitlement of the
      Shares represented by such non-fungible ADSs equals that of the Shares
      represented by ADSs prior to the original such deposit. The Company agrees
      to give timely written notice to the Depositary if any Shares issued or to
      be issued contain rights different from those of any other Shares
      theretofore issued and shall assist the Depositary with the establishment
      of procedures enabling the identification of such non-fungible Shares upon
      delivery to the Custodian.

3.2   REPRESENTATIONS

      Every person depositing Shares hereunder is deemed to represent and
      warrant that such Shares are (i) duly authorized, validly issued and
      outstanding, fully paid, nonassessable and were legally obtained, (ii)
      were not acquired in violation of any pre-emptive rights, (iii) that the
      person making such deposit is duly authorised to do so, (iv) free and
      clear of any lien, encumbrance, security interest, charge, mortgage or
      adverse claim, (v) have not been stripped of any rights or entitlements,
      and (vi) that such Shares (a) are not "restricted securities" as such term
      is defined in Rule 144 under the Securities Act and may be offered or sold
      in the United


                                      -5-
<PAGE>

      States in transactions that are exempt from registration under the
      Securities Act or (b) have been registered under the Securities Act. Such
      representations and warranties shall survive the deposit of Shares and
      issuance of ADRs.

3.3   HOLDING OF DEPOSITED SECURITIES

      Deposited Securities shall be held by the Custodian for and to the order
      of the Depositary on behalf of the Holders and the Beneficial Owners.
      Shares and other Deposited Securities eligible for deposit with a Clearing
      Agent shall be held by the Custodian at its account at the Clearing Agent
      or Agents selected by it. Deposited Securities may be delivered by the
      Depositary or the Custodian to any person only under the circumstances
      expressly contemplated in this Agreement.

3.4   NO TREATMENT AS A LEGAL OWNER

      Notwithstanding anything herein to the contrary, the Company will not be
      required and will not, for any purposes, treat the Beneficial Owners, in
      their capacity as such, as the legal owners of the Deposited Securities.

4.    ISSUE OF ADRs

4.1   ISSUANCE

      After any deposit of Shares or rights to receive Shares in accordance with
      Section 3.1, together with any other documents required by the Depositary
      in accordance with this Agreement, the Custodian shall as promptly as
      practicable notify the Depositary of such deposit and of the information
      contained in any Delivery Order. Such notice shall be given in writing,
      either by letter, airmail, postage prepaid, or, at the request, risk and
      expense of the person making the deposit, by telex or facsimile or
      electronic transmission. After receiving such notice from the Custodian,
      the Depositary, subject to this Agreement, shall as promptly as
      practicable execute and deliver at the Depositary's Office, to or upon the
      order of the person named in such notice, ADRs registered as requested and
      evidencing the aggregate number of ADSs to which such person is entitled.
      ADRs shall be issued only in denominations of any whole numbers of ADSs.
      At the request, risk and expense of the person depositing Shares or rights
      to receive shares, the Depositary may deliver ADRs at a place other than
      the Depositary's Office. ADRs may be issued by the Depositary only under
      the circumstances expressly contemplated in this Agreement. Nothing herein
      shall prohibit any Pre-Release upon the terms set forth in this Agreement.

4.2   ISSUANCE OF ADDITIONAL SHARES

      The Company agrees that in the event it or any of its Affiliates proposes
      (i) an issuance, sale or distribution of additional Shares, (ii) an
      offering of rights to subscribe for Shares or other Deposited Securities,
      (iii) an issuance of securities convertible into or exchangeable for
      Shares, (iv) an issuance of rights to subscribe for securities convertible
      into or exchangeable for Shares, (v) an elective dividend of cash or
      Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of
      holders of Deposited Securities, or solicitation of consents or proxies,
      relating to any reclassification of securities, merger or consolidation or
      transfer of assets or (viii) any reclassification, recapitalization,
      reorganization, merger, consolidation or sale of assets which affects the
      Deposited Securities, it will obtain U.S. legal advice and take all steps
      necessary to ensure that the application of the proposed transaction to
      Holders and Beneficial Owners does not violate the registration provisions
      of the Securities Act, or any other applicable laws (including, without
      limitation, the U.S. Investment Company Act of 1940, as amended, the
      Exchange Act or the securities laws of any of the states of the United
      States). In support of the foregoing, the Company will furnish to the
      Depositary, at the Depositary's written request and the Company's expense,
      (a) a written opinion of U.S. counsel or counsel in any other applicable

                                      -6-
<PAGE>

      jurisdiction (reasonably satisfactory to the Depositary) stating whether
      or not application of such transaction to Holders and Beneficial Owners
      (1) requires a registration statement under the Securities Act to be in
      effect or (2) is exempt from the registration requirements of the
      Securities Act and (b) an opinion of Irish counsel (reasonably
      satisfactory to the Depositary) stating that (1) making the transaction
      available to Holders and Beneficial Owners does not violate the laws or
      regulations of Ireland and (2) all requisite regulatory consents and
      approvals have been obtained in Ireland. If the filing of a registration
      statement is required, the Depositary shall not have any obligation to
      proceed with the transaction unless it shall have received evidence
      reasonably satisfactory to it that such registration statement has been
      declared effective and that such distribution is in accordance with all
      applicable laws or regulations. If, being advised by counsel, the Company
      determines that a transaction is required to be registered under the
      Securities Act, the Company will either (i) register such transaction to
      the extent necessary, (ii) alter the terms of the transaction to avoid the
      registration requirements of the Securities Act or (iii) direct the
      Depositary to take specific measures, in each case as contemplated in this
      Agreement, to prevent such transaction from violating the registration
      requirements of the Securities Act.

      The Company agrees with the Depositary that neither the Company nor any of
      its Affiliates will at any time (i) deposit any Shares or other Deposited
      Securities, either upon original issuance or upon a sale of Shares or
      other Deposited Securities previously issued and reacquired by the Company
      or by any such Affiliate, or (ii) issue additional Shares, rights to
      subscribe for such Shares, securities convertible into or exchangeable for
      Shares or rights to subscribe for such securities, unless such transaction
      and the securities issuable in such transaction are exempt from
      registration under the Securities Act or have been registered under the
      Securities Act (and such registration statement has been declared
      effective).

      Notwithstanding anything else contained in this Agreement, nothing in this
      Agreement shall be deemed to obligate the Company to file any registration
      statement in respect of any proposed transaction.

4.3   PRE-RELEASE

      Subject to the further terms and provisions of this Section, the
      Depositary, its affiliates and their agents, on their own behalf, may own
      and deal in any class of securities of the Company and its Affiliates and
      in ADSs. In its capacity as Depositary, the Depositary may (i) issue ADSs
      represented by Pre-Released ADRs (each such transaction a "Pre-Release
      Transaction") as provided below and (ii) deliver Shares upon the receipt
      and cancellation of ADSs that were issued in a Pre-Release Transaction,
      but for which Shares may not yet have been received. The Depositary may
      receive ADSs in lieu of Shares under (i) above and receive shares in lieu
      of ADSs under (ii) above. Each such Pre-Release Transaction will be (a)
      subject to a written agreement whereby the person or entity (the
      "Applicant") to whom ADSs or Shares are to be delivered (1) represents
      that at the time of the Pre-Release Transaction the Applicant or its
      customer owns the Shares or ADSs that are to be delivered by the Applicant
      under such Pre-Release Transaction, (2) agrees to indicate the Depositary
      as owner of such Shares or ADSs in its records and to hold such Shares or
      ADSs in trust for the Depositary until such Shares or ADSs are delivered
      to the Depositary or the Custodian, (3) unconditionally guarantees to
      deliver to the Depositary or the Custodian, as applicable, such Shares or
      ADSs, and (4) agrees to any additional restrictions or requirements that
      the Depositary deems appropriate, (b) at all times fully collateralized
      with cash, United States government securities or such other collateral as
      the Depositary deems appropriate, (c) terminable by the Depositary on not
      more than five business days' notice and (d) subject to such further
      indemnities and credit regulations as the Depositary deems appropriate.
      The Depositary will normally limit the number of ADSs and Shares involved
      in such Pre-Release Transactions at any one time to 30% of the ADSs
      outstanding (without giving effect to ADSs outstanding under (i) above),
      provided, however, that the Depositary reserves the right to disregard
      such limit from time to time as it deems


                                      -7-
<PAGE>

      reasonably appropriate and may, with the prior consent of the Company,
      change such limit for purposes of general application; provided, however,
      that such consent of the Company shall not be required in circumstances
      where the number of ADSs and Shares involved in Pre-Release Transactions
      exceeds 30% of the ADSs outstanding due to a decrease in the aggregate
      number of ADSs outstanding. The Depositary may also set limits with
      respect to the number of ADSs and Shares involved in Pre-Release
      Transactions with any one person on a case by case basis as it deems
      appropriate.

      The Depositary may retain for its own account any compensation received by
      it in conjunction with the foregoing. Collateral provided pursuant to (b)
      above, but not the earnings thereon, shall be held for the benefit of the
      Holders (other than the Applicant).

5.    TRANSFER, COMBINATION AND SPLIT-UP OF ADRS; SUBSTITUTION OF ADRS;
      CANCELLATION AND DESTRUCTION OF ADRS; MAINTENANCE OF RECORDS

5.1   TRANSFER, COMBINATION AND SPLIT-UP OF ADRs

      Subject to the terms and conditions of this Agreement, the Depositary
      shall, upon surrender of an ADR or ADRs in form satisfactory to the
      Depositary at the Depositary's Office (a) for the purpose of transfer, if
      such ADRs are accompanied by such instruments of transfer as the
      Depositary may require and are stamped as may be required by law, register
      the transfer of such ADRs on the Register and execute and deliver new ADRs
      to or upon the order of the person entitled thereto; and (b) for the
      purpose of effecting a split-up or combination, execute and deliver a new
      ADR or ADRs in such denominations as may be requested, evidencing the same
      aggregate number of ADRs as the ADRs surrendered.

5.2   SUBSTITUTION OF ADRs

      The Depositary shall execute and deliver a new ADR of like tenor in
      exchange and substitution for any mutilated ADR upon cancellation thereof
      or in substitution for a destroyed, lost or stolen ADR, upon payment of
      applicable fees, costs and expenses, unless the Depositary has notice that
      such ADR has been acquired by a bona fide purchaser, upon the Holder
      thereof filing with the Depositary a request for such execution and
      delivery and a sufficient indemnity bond (for the benefit of the
      Depositary and the Company) and satisfying any other reasonable
      requirements imposed by the Depositary.

      At the request of a Holder, the Depositary shall, for the purpose of
      substituting a certificated Receipt with a Receipt issued through
      DRS/Profile, or vice versa, execute and deliver a certificated Receipt or
      DRS/Profile statement, as the case may be, for any authorized number of
      ADSs requested, evidencing the same aggregate number of ADSs as those
      evidenced by the certificated Receipt or DRS/Profile statement, as the
      case may be, substituted.

5.3   CANCELLATION AND DESTRUCTION OF ADRs

      The Depositary shall cancel all ADRs surrendered to it. The Depositary is
      authorised to destroy ADRs so cancelled in accordance with customary
      practices of stock transfer agents in The City of New York. Cancelled ADRs
      shall not be entitled to any benefits under this Agreement or be valid or
      obligatory for any purpose.

5.4   MAINTENANCE OF RECORDS

      The Depositary shall maintain records of all ADRs surrendered and
      Deposited Securities withdrawn under Section 5.5, transfer of ADRs,
      substitute ADRs delivered, and cancelled or destroyed ADRs under this
      Section 5, in keeping with the procedures ordinarily followed by stock
      transfer agents located in The City of New York or as required by
      applicable law or regulation.

                                      -8-
<PAGE>

5.5   SURRENDER OF RECEIPTS AND WITHDRAWAL OF DEPOSITED SECURITIES

      Upon surrender, at the Principal Office of the Depositary, of ADSs for the
      purpose of withdrawal of the Deposited Securities represented thereby, and
      upon payment of (i) the fees and charges of the Depositary for the making
      of withdrawals of Deposited Securities and cancellation of ADRs (as set
      forth in Exhibit B) and (ii) all applicable taxes and governmental charges
      payable in connection with such surrender and withdrawal, including any
      applicable Irish stamp duty, and subject to the terms and conditions of
      this Agreement, the Company's Articles of Association, and any other
      provisions of or governing the Deposited Securities and other applicable
      laws, the Holder of such ADSs shall be entitled to Delivery, to him or
      upon his order, of the Deposited Securities at the time represented by the
      ADSs so surrendered. ADSs may be surrendered for the purpose of
      withdrawing Deposited Securities by delivery of an ADR evidencing such
      ADSs (if held in certificated form) or by book-entry delivery of such ADSs
      to the Depositary.

      A Receipt surrendered for such purposes shall, if so required by the
      Depositary, be properly endorsed in blank or accompanied by proper
      instruments of transfer in blank, and if the Depositary so requires, the
      Holder thereof shall execute and deliver to the Depositary a written order
      directing the Depositary to cause the Deposited Securities being withdrawn
      to be delivered to or upon the written order of a person or persons
      designated in such order. Thereupon, the Depositary shall direct the
      Custodian to deliver (without unreasonable delay) at the designated office
      of the Custodian or through a book entry delivery of the Shares (in either
      case, subject to Section 5.6, Exhibit B and to the other terms and
      conditions of this Agreement, to the Company's Articles of Association, to
      the provisions of or governing the Deposited Securities and to applicable
      laws, now or hereafter in effect) to or upon the written order of the
      person or persons designated in the order delivered to the Depositary as
      provided above, the Deposited Securities represented by such ADSs,
      together with any certificate or other proper documents of or relating to
      title of the Deposited Securities as may be legally required, as the case
      may be, to or for the account of such person.

      The Depositary may, in its discretion, refuse to accept for surrender a
      number of ADSs representing a number other than a whole number of Shares.
      In the case of surrender of an ADR evidencing a number of ADSs
      representing other than a whole number of Shares, the Depositary shall
      cause ownership of the appropriate whole number of Shares to be delivered
      in accordance with the terms hereof, and shall, at the discretion of the
      Depositary, either (i) issue and deliver to the person surrendering such
      Receipt a new Receipt evidencing ADSs representing any remaining
      fractional Share, or (ii) sell or cause to be sold the fractional Shares
      represented by the Receipt surrendered and remit the proceeds of such sale
      (net of (a) applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes withheld) to the person surrendering the Receipt.

      At the request, risk and expense of any Holder so surrendering an ADR, and
      for the account of such Holder, the Depositary shall direct the Custodian
      to forward (to the extent permitted by law) any cash or other property
      (other than securities) held in respect of, and any certificate or
      certificates and other proper documents of or relating to title to, the
      Deposited Securities represented by such ADR to the Depositary for
      delivery at the Principal Office of the Depositary, and for further
      delivery to such Holder. Such direction shall be given by letter or, at
      the request, risk and expense of such Holder, by cable, telex or facsimile
      transmission. Upon receipt by the Depositary, the Depositary may make
      delivery to such person or persons entitled thereto at the Principal
      Office of the Depositary of any dividends or cash distributions with
      respect to the Deposited Securities represented by such ADSs, or of any
      proceeds of sale of any dividends, distributions or rights, which may at
      the time be held by the Depositary.

                                      -9-
<PAGE>

5.6   LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, ETC. OF RECEIPTS;
      SUSPENSION OF DELIVERY, TRANSFER, ETC.

      As a condition precedent to the execution and delivery, registration,
      registration of transfer, split-up, combination or surrender of any ADR,
      the delivery of any distribution thereon or withdrawal of any Deposited
      Securities, the Depositary or the Custodian may require (i) payment from
      the depositor of Shares or presenter of the ADR of a sum sufficient to
      reimburse it for any tax or other governmental charge, including any
      applicable Irish stamp duty, and any stock transfer or registration fee
      with respect thereto (including any such tax or charge and fee with
      respect to Shares being deposited or withdrawn) and payment of any
      applicable fees and charges of the Depositary as provided in Exhibit B,
      (ii) the production of proof satisfactory to it as to the identity and
      genuineness of any signature or any other matter contemplated by Section
      14.5 and (iii) compliance with (A) any laws or governmental regulations
      relating to the execution and delivery of ADRs or ADSs or to the
      withdrawal or delivery of Deposited Securities and (B) such reasonable
      regulations as the Depositary may establish consistent with the provisions
      of this Agreement and applicable law.

      The issuance of ADSs against deposits of Shares generally or against
      deposits of particular Shares may be suspended, or the issuance of ADSs
      against the deposit of particular Shares may be withheld, or the
      registration of transfer of ADRs in particular instances may be refused,
      or the registration of transfers of ADRs generally may be suspended,
      during any period when the transfer books of the Depositary are closed or
      if any such action is deemed necessary or advisable by the Depositary or
      the Company, in good faith, at any time or from time to time because of
      any requirement of law, any government or governmental body or commission
      or any securities exchange on which the Receipts or Shares are listed, or
      under any provision of this Agreement or provisions of, or governing, the
      Deposited Securities, or any meeting of shareholders of the Company or for
      any other reason, subject, in all cases, to Section 16.

6.    DISTRIBUTIONS: CONVERSION OF FOREIGN CURRENCY WITHHOLDING

6.1   CASH DISTRIBUTIONS

      Whenever the Depositary receives confirmation from the Custodian of
      receipt of any cash dividend or other cash distribution on any Deposited
      Securities, or receives proceeds from the sale of any Shares, rights,
      securities or other entitlements under the terms hereof, the Depositary
      will, if at the time of receipt thereof any amounts received in a Foreign
      Currency can in the judgment of the Depositary (pursuant to Section 6.8)
      be converted on a practicable basis into Dollars transferable to the
      United States, promptly convert or cause to be converted such cash
      dividend, distribution or proceeds into Dollars (on the terms described in
      Section 6.8) and will distribute promptly the amount thus received (net of
      (a) the applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes withheld) to the Holders of record as of the ADS
      Record Date in proportion to the number of ADSs held by such Holders
      respectively as of the ADS Record Date. The Depositary shall distribute
      only such amount, however, as can be distributed without attributing to
      any Holder a fraction of one cent. Any such fractional amounts shall be
      rounded to the nearest whole cent and so distributed to Holders entitled
      thereto. Holders and Beneficial Owners understand that in converting
      Foreign Currency, amounts received on conversion are calculated at a rate
      which exceeds three or four decimal places (the number of decimal places
      used by the Depositary to report distribution rates). Any excess amount
      may be retained by the Depositary as an additional cost of conversion,
      irrespective of any other fees and expenses payable or owing hereunder and
      shall not be subject to escheatment. If the Company, the Custodian or the
      Depositary is required to withhold and does withhold from any cash
      dividend or other cash distribution in respect of any Deposited Securities
      an amount on account of taxes, duties or other governmental charges, the
      amount distributed to Holders on the ADSs representing such Deposited
      Securities shall be reduced accordingly. Such withheld amounts shall be
      forwarded by the Company, the


                                      -10-
<PAGE>

      Custodian or the Depositary to the relevant governmental authority.
      Evidence of payment thereof by the Company shall be forwarded by the
      Company to the Depositary upon request. The Depositary will forward to the
      Company or its agent such information from its records as the Company may
      reasonably request to enable the Company or its agent to file necessary
      reports with governmental agencies, such reports necessary to obtain
      benefits under the applicable tax treaties for the Holders and Beneficial
      Owners of Receipts.

6.2   DISTRIBUTION IN SHARES

      If any distribution upon any Deposited Securities consists of a dividend
      in, or free distribution of, Shares, the Company shall cause such Shares
      to be deposited with the Custodian and registered, as the case may be, in
      the name of the Depositary, the Custodian or any of their nominees. Upon
      receipt of confirmation of such deposit from the Custodian, the Depositary
      shall establish the ADS Record Date upon the terms described in Section
      6.6 and shall, subject to Exhibit B hereof, either (i) distribute to the
      Holders as of the ADS Record Date in proportion to the number of ADRs held
      as of the ADS Record Date, additional ADRs evidencing ADSs, which
      represent in the aggregate the number of Shares received as such dividend,
      or free distribution, subject to the other terms of this Agreement
      (including, without limitation, (a) the applicable fees and charges of,
      and expenses incurred by, the Depositary and (b) taxes), or (ii) if
      additional ADRs are not so distributed, each ADR issued and outstanding
      after the ADS Record Date shall, to the extent permissible by law,
      thenceforth also represent rights and interests in the additional Shares
      distributed upon the Deposited Securities represented thereby (net of (a)
      the applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes). In lieu of delivering fractional ADSs, the
      Depositary shall sell the number of Shares represented by the aggregate of
      such fractions and distribute the proceeds upon the terms described in
      Section 6.1. The Depositary may withhold any such distribution of Receipts
      if it has not received satisfactory assurances from the Company
      (including, at the written request of the Depositary, an opinion of
      counsel to the Company furnished at the Company's expense) that such
      distribution does not require registration under the Securities Act or is
      exempt from registration under the provisions of the Securities Act. To
      the extent such distribution may be withheld, the Depositary may dispose
      of all or a portion of such distribution in such amounts and in such
      manner, including by public or private sale, as the Depositary deems
      necessary and practicable, and the Depositary shall distribute the net
      proceeds of any such sale (after deduction of applicable (a) taxes and (b)
      fees and charges of, and expenses incurred by, the Depositary) to Holders
      entitled thereto upon the terms described in Section 6.1.

6.3   ELECTIVE DISTRIBUTIONS IN CASH OR SHARES

      Whenever the Company intends to distribute a dividend payable at the
      election of the holders of Shares in cash or in additional Shares, the
      Company shall give notice thereof to the Depositary at least 30 days prior
      to the proposed distribution stating whether or not it wishes such
      elective distribution to be made available to Holders. Upon receipt of
      notice indicating that the Company wishes such elective distribution to be
      made available to Holders, the Depositary shall consult with the Company
      to determine, and the Company shall assist the Depositary in its
      determination, whether it is lawful and reasonably practicable to make
      such elective distribution available to the Holders. The Depositary shall
      make such elective distribution available to Holders only if (i) the
      Company shall have timely requested that the elective distribution is
      available to Holders, (ii) the Depositary shall have determined that such
      distribution is reasonably practicable and (iii) the Depositary shall have
      received satisfactory documentation within the terms of Section 4.2. If
      the above conditions are not satisfied, the Depositary shall, to the
      extent permitted by law, distribute to the Holders, on the basis of the
      same determination as is made in the local market in respect of the Shares
      for which no election is made, either (x) cash upon the terms described in
      Section 6.1 or (y) additional ADSs representing such additional Shares
      upon the terms described in Section 6.2. If the above conditions are
      satisfied, the Depositary shall establish an ADS Record Date (on the terms

                                      -11-
<PAGE>

      described in Section 6.6) and establish procedures to enable Holders to
      elect the receipt of the proposed dividend in cash or in additional ADSs.
      The Company shall assist the Depositary in establishing such procedures to
      the extent necessary. Subject to Exhibit B hereof, if a Holder elects to
      receive the proposed dividend (x) in cash, the dividend shall be
      distributed upon the terms described in Section 6.1, or (y) in ADSs, the
      dividend shall be distributed upon the terms described in Section 6.2.
      Nothing herein shall obligate the Depositary to make available to Holders
      a method to receive the elective dividend in Shares (rather than ADSs).
      There can be no assurance that Holders generally, or any Holder in
      particular, will be given the opportunity to receive elective
      distributions on the same terms and conditions as the holders of Shares.

6.4   DISTRIBUTION OF RIGHTS TO PURCHASE SHARES

      (a)   Distribution to ADS Holders. Whenever the Company intends to
            distribute to the holders of the Deposited Securities rights to
            subscribe for additional Shares, the Company shall give notice
            thereof to the Depositary at least 60 days prior to the proposed
            distribution stating whether or not it wishes such rights to be made
            available to Holders. Upon receipt of a notice indicating that the
            Company wishes such rights to be made available to Holders, the
            Depositary shall consult with the Company to determine, and the
            Company shall determine, whether it is lawful and reasonably
            practicable to make such rights available to the Holders. The
            Depositary shall make such rights available to Holders only if (i)
            the Company shall have timely requested that such rights be made
            available to Holders, (ii) the Depositary shall have received
            satisfactory documentation within the terms of Section 4.2, and
            (iii) the Depositary shall have determined that such distribution of
            rights is lawful and reasonably practicable. In the event any of the
            conditions set forth above are not satisfied, the Depositary shall
            proceed with the sale of the rights as contemplated in Section
            6.4(b) below or, if timing or market conditions may not permit, do
            nothing thereby allowing such rights to lapse. In the event all
            conditions set forth above are satisfied, the Depositary shall
            establish an ADS Record Date (upon the terms described in Section
            6.6) and establish procedures (x) to distribute such rights (by
            means of warrants or otherwise) and (y) to enable the Holders to
            exercise the rights (upon payment of applicable (a) fees and charges
            of, and expenses incurred by, the Depositary and (b) taxes and other
            governmental charges). Nothing herein shall obligate the Depositary
            to make available to the Holders a method to exercise such rights to
            subscribe for Shares (rather than ADSs).

      (b)   Sale of Rights. If (i) the Company does not timely request the
            Depositary to make the rights available to Holders or requests that
            the rights not be made available to Holders, (ii) the Depositary
            fails to receive satisfactory documentation within the terms of
            Section 4.2 or determines it is not lawful or reasonably practicable
            to make the rights available to Holders, or (iii) any rights made
            available are not exercised and appear to be about to lapse, the
            Depositary shall determine whether it is lawful and reasonably
            practicable to sell such rights, in a riskless principal capacity or
            otherwise, at such place and upon such terms (including public or
            private sale) as it may deem proper. The Company shall assist the
            Depositary to the extent necessary to determine such legality and
            practicability. The Depositary shall, upon such sale, convert and
            distribute proceeds of such sale (net of applicable (a) fees and
            charges of, and expenses incurred by, the Depositary and (b) taxes)
            upon the terms set forth in Section 6.1.

      (c)   Lapse of Rights. If the Depositary is unable to make any rights
            available to Holders upon the terms described in Section 6.4(a) or
            to arrange for the sale of the rights upon the terms described in
            Section 6.4(b), the Depositary shall allow such rights to lapse.

      The Depositary shall not be responsible for (i) any failure to determine
      that it may be lawful or practicable to make such rights available to
      Holders in general or any Holders in particular, (ii) any foreign exchange
      exposure or loss incurred in connection with such sale, or exercise, or
      (iii) the content of any materials forwarded to the Holders on behalf of
      the Company in connection with the rights distribution.

      Notwithstanding anything to the contrary in this Section 6.4, if
      registration (under the Securities Act or any other applicable law) of the
      rights or the securities to which any rights relate may be


                                      -12-
<PAGE>

      required in order for the Company to offer such rights or such securities
      to Holders and to sell the securities represented by such rights, the
      Depositary will not distribute such rights to the Holders (i) unless and
      until a registration statement under the Securities Act covering such
      offering is in effect or (ii) unless the Company furnishes to the
      Depositary, at the Depositary's written request and the Company's expense
      opinion(s) of counsel to the Company in the U.S. and counsel to the
      Company in any other applicable country in which rights would be
      distributed, in each case satisfactory to the Depositary, to the effect
      that the offering and sale of such securities to Holders and Beneficial
      Owners are exempt from, or do not require registration under, the
      provisions of the Securities Act or any other applicable laws. In the
      event that the Company, the Depositary or the Custodian shall be required
      to withhold and does withhold from any distribution of property (including
      rights) an amount on account of taxes or other governmental charges, the
      amount distributed to the Holders shall be reduced accordingly. In the
      event that the Depositary determines that any distribution in property
      (including Shares and rights to subscribe therefor) is subject to any tax
      or other governmental charges which the Depositary is obligated to
      withhold, the Depositary may dispose of all or a portion of such property
      (including Shares and rights to subscribe therefor) in such amounts and in
      such manner, including by public or private sale, as the Depositary deems
      necessary and practicable to pay any such taxes or charges.

      There can be no assurance that Holders generally, or any Holder in
      particular, will be given the opportunity to exercise rights on the same
      terms and conditions as the holders of Shares or be able to exercise such
      rights. Nothing herein shall obligate the Company to file any registration
      statement in respect of any rights or Shares or other securities to be
      acquired upon the exercise of such rights.

6.4   DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS TO PURCHASE SHARES

      (a)   Whenever the Company intends to distribute to the holders of
            Deposited Securities property other than cash, Shares or rights to
            purchase additional Shares, the Company shall give notice thereof to
            the Depositary at least 30 days prior to the proposed distribution
            and shall indicate whether or not it wishes such distribution to be
            made to Holders. Upon receipt of a notice indicating that the
            Company wishes such distribution be made to Holders, the Depositary
            shall determine whether such distribution to Holders is lawful and
            practicable. The Depositary shall not make such distribution unless
            (i) the Company shall have timely requested the Depositary to make
            such distribution to Holders, (ii) the Depositary shall have
            received satisfactory documentation within the terms of Section 4.2,
            and (iii) the Depositary shall have determined that such
            distribution is reasonably practicable.

      (b)   Upon receipt of satisfactory documentation and the request of the
            Company to distribute property to Holders and after making the
            requisite determinations set forth in (a) above, the Depositary may
            distribute the property so received to the Holders of record as of
            the ADS Record Date, in proportion to the number of ADRs held by
            such Holders respectively and in such manner as the Depositary may
            deem practicable for accomplishing such distribution (i) upon
            receipt of payment or net of the applicable fees and charges of, and
            expenses incurred by, the Depositary, and (ii) net of any taxes and
            other governmental charges withheld. The Depositary may dispose of
            all or a portion of the property so distributed and deposited, in
            such amounts and in such manner (including public or private sale)
            as the Depositary may deem practicable or necessary to satisfy any
            taxes (including applicable interest and penalties) or other
            governmental charges applicable to the distribution.

      (c)   If (i) the Company does not request the Depositary to make such
            distribution to Holders or requests not to make such distribution to
            Holders, (ii) the Depositary does not receive satisfactory
            documentation within the terms of Section 4.2, or (iii) the
            Depositary determines that all or a portion of such distribution is
            not reasonably practicable or feasible, the Depositary shall
            endeavor to sell or cause such property to be sold in a public or
            private sale, at such place or places and upon such terms as it may
            deem proper and shall distribute the net proceeds, if any, of such
            sale received by the Depositary (net of applicable (a) fees and
            charges of, and expenses incurred by, the Depositary and (b) taxes)
            to the Holders as of the


                                      -13-
<PAGE>

            ADS Record Date upon the terms of Section 6.1. If the Depositary is
            unable to sell such property, the Depositary may dispose of such
            property in any way it deems reasonably practicable under the
            circumstances for nominal or no consideration and Holders and
            Beneficial Owners shall have no rights thereto or arising therefrom.

6.6   FIXING OF RECORD DATE

      Whenever necessary in connection with any distribution (whether in cash,
      Shares, rights, or other distribution), or whenever for any reason the
      Depositary causes a change in the number of Shares that are represented by
      each ADS, or whenever the Depositary shall receive notice of any meeting
      of or solicitation of holders of Shares or other Deposited Securities, or
      whenever the Depositary shall find it necessary or convenient, the
      Depositary shall fix a record date (the "ADS Record Date"), as close as
      practicable to the record date fixed by the Company with respect to the
      Shares, for the determination of the Holders who shall be entitled to
      receive such distribution, to give instructions for the exercise of voting
      rights at any such meeting, or to give or withhold such consent, or to
      receive such notice or solicitation or to otherwise take action, or to
      exercise the rights of Holders with respect to such changed number of
      Shares represented by each ADS. Subject to applicable law and the
      provisions of Section 6.1 through 6.5 and to the other terms and
      conditions of this Agreement, only the Holders of record at the close of
      business in New York on such ADS Record Date shall be entitled to receive
      such distribution, to give such voting instructions, to receive such
      notice or solicitation, or otherwise take action.

6.7   VOTING OF DEPOSITED SHARES

      Subject to the next sentence, as soon as practicable after receipt of
      notice of any meeting at which the holders of Shares are entitled to vote,
      or of solicitation of consents or proxies from holders of Shares or other
      Deposited Securities, the Depositary shall fix the ADS Record Date in
      respect of such meeting or solicitation of consent or proxy. The
      Depositary shall, if requested by the Company in writing in a timely
      manner (the Depositary having no obligation to take any further action if
      the request shall not have been received by the Depositary at least 30
      days prior to the date of such vote or meeting) and at the Company's
      expense and provided no U.S. legal prohibitions exist, which may in the
      reasonable discretion of the Depositary be supported by an opinion of
      counsel with respect to U.S. law in a form and substance acceptable to the
      Depositary (furnished at the Depositary's written request and the expense
      of the Company), mail by regular, ordinary mail delivery or otherwise
      distribute to Holders as of the ADS Record Date: (a) such notice of
      meeting or solicitation of consent or proxy; (b) a statement that the
      Holders at the close of business on the ADS Record Date will be entitled,
      subject to any applicable law, the Company's Articles of Association and
      the provisions of or governing the Deposited Securities (which provisions,
      if any, shall be summarized in pertinent part by the Company), to instruct
      the Depositary as to the exercise of the voting rights, if any, pertaining
      to the Shares or other Deposited Securities represented by such Holder's
      ADSs; and (c) a brief statement as to the manner in which such
      instructions may be given, including an express indication that such
      instructions may be given or deemed given, in accordance with the second
      paragraph of this Section 6.7 if no instruction is received, to the
      Depositary to give a discretionary proxy to a person designated by the
      Company. Voting instructions may be given only in respect of a number of
      ADSs representing an integral number of Shares or other Deposited
      Securities. Upon the timely receipt of written instructions of a Holder of
      ADSs on the ADS Record Date of voting instructions in the manner specified
      by the Depositary, the Depositary shall endeavor, insofar as practicable
      and permitted under applicable law, the provisions of this Agreement, the
      Company's Articles of Association and the provisions of or governing the
      Deposited Securities, to vote or cause the Custodian to vote the Shares
      and/or other Deposited Securities (in person or by proxy) represented by
      ADSs evidenced by such Receipt in accordance with such voting
      instructions.

      Neither the Depositary nor the Custodian shall, under any circumstances
      exercise any discretion as to voting, and neither the Depositary nor the
      Custodian shall vote, attempt to exercise the

                                      -14-
<PAGE>

      right to vote, or in any way make use of for purposes of establishing a
      quorum or otherwise, the Shares or other Deposited Securities represented
      by ADSs except pursuant to and in accordance with such written
      instructions from Holders or deemed instructions. For all Shares or other
      Deposited Securities represented by ADSs for which no specific voting
      instructions are received by the Depositary in a timely fashion from the
      Holder the Depositary shall deem such Holder to have instructed the
      Depositary to give a discretionary proxy to a person designated by the
      Company with respect to such Shares or other Deposited Securities and the
      Depositary shall give a discretionary proxy to a person designated by the
      Company to vote such Deposited Securities, provided that no such
      instruction shall be given with respect to any matter as to which the
      Company informs the Depositary (and the Company agrees to provide such
      information as promptly as practicable in writing) that (x) the Company
      does not wish such proxy given, (y) substantial solicitation of proxies in
      opposition exists or (z) such matter materially and adversely affects the
      rights of holders of such Shares or other Deposited Securities. The
      Company agrees to provide written notice to the Depositary of any changes
      to the relevant governing laws related to the granting of a discretionary
      proxy, including an outright prohibition on the granting of such proxies,
      promptly upon becoming aware of such changes.

      Notwithstanding the above, save for applicable provisions of Irish law,
      and in accordance with the terms of Section 10, the Depositary shall not
      be liable for any failure to carry out any instructions to vote any of the
      Deposited Securities.

6.8   CONVERSION OF FOREIGN CURRENCY

      Upon receipt by the Depositary or the Custodian of any Foreign Currency,
      if at the time of its receipt such Foreign Currency can in the judgment of
      the Depositary be converted on a reasonably basis into Dollars and the
      resulting Dollars transferred to the United States, the Depositary shall
      as promptly as practicable (and in any event within one (1) business day)
      convert or cause to be converted, such Foreign Currency into Dollars, and
      shall distribute such Dollars to the Holders entitled thereto in
      accordance with Sections 6.1 through 6.5. If such conversion or
      distribution can be effected only with the approval or license of any
      government or agency thereof, the Depositary shall file such application
      for approval or license as it may deem in its reasonable judgment
      desirable. If the Depositary determines that such Foreign Currency is not
      convertible, in whole or in part, on a reasonable basis into Dollars
      transferable to the United States, or if any approval or license which is
      required for such conversion is denied or in the opinion of the Depositary
      is not obtainable or is not obtained within a reasonable period or at a
      reasonable costs, the Depositary may distribute all or part of the foreign
      currency (or an appropriate document evidencing the right to receive such
      foreign currency) to, or in its discretion may hold such foreign currency
      uninvested and without liability for interest thereon for the respective
      accounts of the Holders entitled thereto. Each holder agrees that in
      converting Foreign Currency, amounts received on conversion are calculated
      at a rate which may exceed the number of decimal places used by the
      Depositary to report distribution rates (which in any case will not be
      less than two decimal places). Any excess amount may be retained by the
      Depositary as an additional cost of conversion, irrespective of any other
      fees and expenses payable or owing hereunder and shall not be subject to
      escheatment. All expenses of any such conversion shall be deducted from
      the proceeds thereof.

6.9   WITHHOLDING

      In connection with any distribution on the Deposited Securities, each of
      the Company, the Depositary and the Custodian shall remit to the
      appropriate governmental authority such amounts (if any) as may be
      required by law to withhold and pay to such authority. The Depositary
      shall forward to the Company in a timely fashion such information from its
      records as the Company may reasonably request to enable the Company to
      file necessary reports with


                                      -15-
<PAGE>

      governmental authorities. The Depositary shall make reasonable efforts to
      establish and maintain arrangements that assist Beneficial Owners in
      claiming any tax refunds, credits or other benefits (pursuant to treaty or
      otherwise) relating to distributions on the ADSs. The Depositary shall
      provide copies of any filing that it makes in conjunction with any such
      arrangements to the Company. The Company shall provide such cooperation in
      establishing and maintaining any such arrangements as the Depositary may
      reasonably request.

      If any present or future tax or other governmental charge shall become
      payable by the Depositary or the Custodian with respect to any ADR or any
      Deposited Securities or ADSs, such tax or other governmental charge shall
      be payable by the Holders and Beneficial Owners to the Depositary and such
      Holders and Beneficial Owners shall be deemed liable therefor. The
      Company, the Custodian and/or the Depositary may withhold or deduct from
      any distributions made in respect of Deposited Securities and may sell for
      the account of a Holder and/or Beneficial Owner any or all of the
      Deposited Securities and apply such distributions and sale proceeds in
      payment of such taxes (including applicable interest and penalties) or
      charges, with the Holder and the Beneficial Owner remaining fully liable
      for any deficiency. In addition to any other remedies available to it, the
      Depositary and the Custodian may refuse the deposit of Shares, and the
      Depositary may refuse to issue ADSs, to deliver ADRs, register the
      transfer, split-up or combination of ADRs and (subject to Section 16) the
      withdrawal of Deposited Securities, until payment in full of such tax,
      charge, penalty or interest is received. To the maximum extent permitted
      by applicable law, every Holder and Beneficial Owner agrees to indemnify
      the Depositary, the Company, the Custodian, and each of their respective
      agents, officers, directors, employees and Affiliates for, and to hold
      each of them harmless from, any claims with respect to taxes (including
      applicable interest and penalties thereon) arising from any tax benefit
      obtained for such Holder and/or Beneficial Owner. The obligations of
      Holders and Beneficial Owners of Receipts under this Section 6.9 shall
      survive any transfer of Receipts, any surrender of Receipts and withdrawal
      of Deposited Securities, or the termination of this Agreement.

7.    CUSTODIAN

      The Depositary shall procure that there is at all times a Custodian. Any
      Custodian in acting hereunder shall be subject to the direction of the
      Depositary and shall be responsible solely to it. The Depositary shall be
      responsible for the compliance by each Custodian with the provisions
      hereof. The Depositary may, from time to time, appoint one or more agents
      to act for it as Custodian hereunder in addition to or in lieu of the
      Custodian named in the Form of ADR. Any Custodian may resign from its
      duties hereunder upon 30 days' written notice to the Depositary. The
      Depositary may discharge any Custodian at any time upon notice to such
      Custodian. The Depositary shall promptly instruct any Custodian ceasing to
      act as Custodian to deliver all Deposited Securities held by it to a
      Custodian continuing to act hereunder and the resignation of discharge of
      any Custodian shall not be effective until such Custodian shall have so
      delivered all Deposited Securities held by it. Upon the appointment of any
      successor depositary, any Custodian then acting hereunder shall, unless
      otherwise instructed by the Depositary, continue to be the Custodian of
      the Deposited Securities without any further act or writing and shall be
      subject to the direction of the successor depositary. The successor
      depositary so appointed shall, nevertheless, on the written request of any
      Custodian, execute and deliver to such Custodian all such instruments as
      may be proper to give to such Custodian full and complete power and
      authority to act on the direction of such successor depositary.

8.    DEPOSITARY'S AGENTS

      The Depositary may perform its obligations hereunder through any agent
      appointed by it including, but not limited to, a co-register to register
      ADRs and transfers, combinations and split-ups of ADRs and to countersign
      ADRs and/or a co-transfer agent for the purpose of effecting transfers,
      combinations or split-ups of ADRs at designated offices in addition to the

                                      -16-
<PAGE>

      Depositary's Office. Each agent so appointed by the Depositary shall give
      written notice to the Depositary accepting such appointment and shall
      agree in writing to be bound by the provision hereof. Notwithstanding the
      foregoing, the Depositary shall remain responsible for the performance of
      its obligations hereunder as if no agent were appointed.

9.    MAINTENANCE OF OFFICE

      Until termination of this Agreement in accordance with its terms, the
      Depositary or if a Registrar for the Receipts shall have been appointed,
      the Registrar shall maintain in the Borough of Manhattan, the City of New
      York, an office and facilities for the execution and delivery,
      registration, registration of transfers, combination and split-up of
      Receipts, the surrender of Receipts and the delivery and withdrawal of
      Deposited Securities in accordance with the provisions of this Agreement.

10.   STANDARD OF CARE

      The Company and the Depositary and their respective agents assume no
      obligation and shall not be subject to any liability under this Agreement
      or any Receipts to any Holder(s) or Beneficial Owner(s) or other persons,
      except in accordance with Section 15, provided, that the Company and the
      Depositary and their respective agents agree to perform their respective
      obligations specifically set forth in this Agreement or the applicable
      ADRs without gross negligence or willful misconduct. Without limitation of
      the foregoing, neither the Depositary, nor the Company, nor any of their
      respective controlling persons, or agents, shall be under any obligation
      to appear in, prosecute or defend any action, suit or other proceeding in
      respect of any Deposited Securities or in respect of the Receipts, which
      in its opinion may involve it in expense or liability, unless indemnity
      satisfactory to it against all expenses (including fees and disbursements
      of counsel) and liabilities be furnished as often as may be required (and
      no Custodian shall be under any obligation whatsoever with respect to such
      proceedings, the responsibility of the Custodian being solely to the
      Depositary).

      The Depositary and its agents shall not be liable for any failure to carry
      out any instructions to vote any of the Deposited Securities, or for the
      manner in which any vote is cast or the effects of any vote. The
      Depositary shall not incur any liability for any failure to determine that
      any distribution or action may be lawful or reasonably practicable, for
      the content of any information submitted to it by the Company for
      distribution to the Holders or for any inaccuracy of any translation
      thereof, for any investment risk associated with acquiring an interest in
      the Deposited Securities, for the validity or worth of the Deposited
      Securities or for any tax consequences that may result from the ownership
      of ADSs, Shares or Deposited Securities, for the credit-worthiness of any
      third party, for allowing any rights to lapse upon the terms of this
      Agreement or for the failure or timeliness of any notice from the Company,
      or for any action or non-action by it in reliance upon the opinion, advice
      of or information from legal counsel, accountants, any person presenting
      Shares for deposit, any Holder or any other person believed by it in good
      faith to be competent to give such advice or information. The Depositary
      and its agents shall not be liable for any acts or omissions made by a
      successor depositary whether in connection with a previous act or omission
      of the Depositary or in connection with any matter arising wholly after
      the removal or resignation of the Depositary, provided that in connection
      with the issue out of which such potential liability arises the Depositary
      performed its obligations without gross negligence or willful misconduct
      while it acted as Depositary.

11.   RESIGNATION AND REMOVAL OF THE DEPOSITARY: SUCCESSOR DEPOSITARY

      The Depositary may resign as Depositary by written notice of resignation
      delivered to the Company, subject to such limitations as may be agreed by
      the Company and the Depositary in writing from time to time, such
      resignation to be effective on the earlier of (i) the 90th day after
      delivery thereof to the Company (whereupon the Depositary shall be
      entitled to take the actions contemplated in Section 13), or (ii) upon the
      appointment by the Company of a successor


                                      -17-
<PAGE>

      depositary and its acceptance of such appointment as hereinafter provided.
      The Depositary may be removed the Company by written notice of removal
      delivered to the Depositary, subject to such limitations as may be agreed
      by the Company and the Depositary in writing from time to time, which
      removal shall be effective on the later to occur of (i) the 90th day after
      delivery thereof to the Depositary (whereupon the Depositary shall be
      entitled to take the actions contemplated in Section 13), or (ii) upon the
      appointment by the Company of a successor depositary and its acceptance of
      such appointment as hereinafter provided. At any time in which the
      Depositary may resign or be removed hereunder, the Company shall be
      subject to prior payment of any amounts, fees, costs or expenses owed to
      the Depositary hereunder or in accordance with any other agreements
      otherwise agreed to in writing between the Company and the Depositary,
      prior to such resignation or removal taking effect. If the Depositary
      shall resign or be removed, the Company shall use its best efforts to
      appoint a bank or trust company having an office in The City of New York,
      as successor depositary hereunder. Every successor depositary shall
      execute and deliver to its predecessor and to the Company written
      acceptance of its appointment hereunder, and thereupon such successor
      depositary shall execute and deliver to its predecessor and to the Company
      written acceptance of its appointment hereunder, and thereupon such
      successor depositary, shall become Depositary hereunder; but such
      predecessor, upon payment of all sums due it hereunder and on the written
      request of the Company, shall execute and deliver an instrument
      transferring all rights and powers hereunder, shall duly assign, transfer
      and deliver all of its right, title and interest in the Deposited
      Securities to such successor, and shall deliver to such successor a list
      of the names and addresses of, and holdings of ADSs by, all Holders. Any
      bank or trust company into or with which the Depositary may be merged or
      consolidated, or to which the Depositary shall transfer substantially all
      its American depositary receipt business (including the ADR facility
      created pursuant to this Agreement), shall be the successor depositary
      hereunder without any further action. Upon the appointment or accession of
      any successor depositary hereunder, any Custodian then acting hereunder
      shall forthwith become the agent hereunder of such successor depositary
      and such successor depositary shall, on the written request of such
      Custodian, execute and deliver to such Custodian any instruments necessary
      to give such Custodian authority as the agent hereunder of such successor
      depositary.

12.   AMENDMENT

      The ADRs and this Agreement may be amended by the Company and the
      Depositary without consent of the Holders, provided that any amendment
      that imposes or increases any fees or charge, or that shall otherwise
      prejudice any substantial existing right of Holders, shall become
      effective 30 days after notice of such amendment shall have been given to
      the Holders. Every Holder, at the time any amendment so becomes effective,
      shall be deemed, by continuing to hold any ADR, to consent and agree to
      such amendment and to be bound by the ADRs and this Agreement as amended
      thereby.

13.   TERMINATION

      The Depositary shall, at the written direction of the Company, terminate
      this Agreement and the ADRs by mailing notice of such termination to the
      Holders at least 30 days prior to the date fixed in such notice for such
      termination. The Depositary may terminate this Agreement, after giving
      notice to the Holders as set forth in the preceding sentence of this
      Section 13 at any time 45 days or more after the Depositary shall have
      delivered to the Company its written resignation, provided that no
      successor depositary shall have been appointed and accepted its
      appointment as provided in Section 11 before the end of such 45 days.
      After the date so fixed for termination, the Depositary and its agents
      shall perform no further acts under this Agreement and the ADRs, except to
      advise Holders to such termination, receive and hold (or sell)
      distributions on Deposited Securities and deliver Deposited Securities
      being withdrawn together with any such distributions on Deposited
      Securities. As soon as practicable after the expiration of one year from
      the date so fixed for termination, the Depositary shall, to the extent

                                      -18-
<PAGE>

      practicable, sell the Deposited Securities and shall thereafter (as long
      as it may lawfully do so) hold the net proceeds of such sales, together
      with any other cash then held by it under this Agreement, without
      liability for interest, for the pro rata benefit of the Holders of ADRs
      not theretofore surrendered. After making such sale, the Depositary shall
      be discharged from all obligations in respect of this Agreement and the
      ADRs, except to account for such net proceeds and other cash and its
      indemnification obligations to the Company. After the date so fixed for
      termination, the Company shall be discharged from all obligations under
      the Agreement except for its indemnification and payment obligations to
      the Depositary.

14.   INFORMATION

14.1  AVAILABLE INFORMATION

      This Agreement, the Company's Articles of Association, and written
      communications from the Company that are received by the Custodian or the
      Depositary in accordance with Section 14.6 of the Agreement, are available
      for inspection by Holders at the Depositary's Office and the office of the
      Custodian during normal business hours on any Business Day. The Company is
      subject to the periodic reporting requirements of the Securities Exchange
      Act and accordingly files certain reports with the Commission. Such
      reports and documents may be inspected and copied at the public reference
      facilities maintained by the Commission located at the date of the
      Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
      20549.

14.2  ARTICLES OF ASSOCIATION

      The Company has delivered to the Depositary and the Custodian, a copy of
      its Articles of Association (in English or with an English translation)
      and, promptly upon any amendment thereto, the Company shall deliver to the
      Depositary and the Custodian a copy (in English or with an English
      translation) of such amendment.

14.3  COMPLIANCE WITH INFORMATION REQUESTS

      Notwithstanding any other provision of this Agreement, the Receipts, the
      Articles of Association and applicable law, each Holder and Beneficial
      Owner agrees to (a) provide such information as the Company or the
      Depositary may request pursuant to law (including, without limitation,
      relevant Irish law, any applicable law of the United States, the Articles
      of Association, any resolutions of the Company's Board of Directors, the
      requirements of any markets or exchanges upon which the Shares, ADSs or
      Receipts are listed or traded or to any requirements of any electronic
      book-entry system by which the ADSs or Receipts may be transferred and (b)
      be bound by and subject to applicable provisions of the laws of Ireland,
      the Articles of Association and the requirements of any markets or
      exchanges upon which the ADSs, Receipts or Shares are listed or traded, or
      pursuant to any requirements of any electronic book-entry system by which
      the ADSs, Receipts or Shares may be transferred, to the same extent as if
      such Holder and Beneficial Owner held Shares directly, in each case
      irrespective of whether or not they are Holders or Beneficial Owners at
      the time such request is made, and (c) without limiting the generality of
      the foregoing, comply with all applicable provisions of Irish law, the
      rules and requirements of the Irish Stock Exchange Limited and any other
      stock exchange on which the Shares are, or will be registered, traded or
      listed and the Company's Articles of Association regarding any such Holder
      or Beneficial Owner's interest in Shares (including the aggregate of ADSs
      and Shares held by each such Holder or Beneficial Owner), in compliance
      with applicable Irish law in force at the relevant time. Each Holder and
      Beneficial Owner acknowledge that failure to provide on a timely basis any
      required notification of an interest in Shares may result in withholding
      of certain rights, including voting and dividend rights, in respect of the
      Shares in which such Beneficial Owner has an interest. Each Holder and
      Beneficial Owner of ADSs further agrees to furnish the Company with any
      such notification made in accordance with this Section 14.3 and to comply
      with requests from the Company pursuant to the laws of Ireland, the rules
      and requirements of the Irish Stock


                                      -19-
<PAGE>

      Exchange Limited and any other stock exchange on which the Shares are, or
      will be registered, traded or listed, and the Articles of Association,
      whether or not they are Holders and/or Beneficial Owner at the time of
      such request. The Depositary agrees to use its reasonable efforts to
      forward upon the request of the Company, and at the Company's expense, any
      such request from the Company to the Holders and to forward to the Company
      any such responses to such requests received by the Depositary.

14.4  LISTS OF HOLDERS

      The Company shall, to the extent permitted by applicable law, have the
      right to inspect the Register and the transfer records of the Depositary
      to supply copies of such records as the Company may reasonably request.
      The Depositary shall, to the extent permitted by applicable law, furnish
      to the Company, promptly upon the receipt of a written request from the
      Company, a list of the names and addresses of, and holdings of ADSs by,
      all Holders. The Depositary shall provide copies to the Company, promptly
      upon receipt of a written request from the Company, of any information
      received by the Depositary in accordance with Section 5.6 unless such
      disclosure is prohibited by applicable law.

14.5  PROOFS, CERTIFICATES AND OTHER INFORMATION

      Any person presenting Shares for deposit, any Holder and any Beneficial
      Owner may be required, and every Holder and Beneficial Owner agrees, from
      time to time to provide to the Depositary or the Custodian such proof of
      citizenship or residence, taxpayer status, payment of all applicable taxes
      or other governmental charges, exchange control approval, legal or
      beneficial ownership of ADSs and Deposited Securities, compliance with
      applicable laws and the terms of this Agreement and the provisions of, or
      governing, the Deposited Securities or other information; to execute such
      certifications and to make such representations and warranties, and to
      provide such other information and documentation as the Depositary may
      deem necessary or proper or as the Company may reasonably require by
      written request to the Depositary consistent with its obligations
      hereunder. The Depositary and the Registrar, as applicable, may withhold
      the execution or delivery or registration of transfer of any Receipt or
      the distribution or sale of any dividend or distribution of rights or of
      the proceeds thereof, or to the extent not limited by the terms of Section
      16, the delivery of any Deposited Securities, until such proof or other
      information is filed or such certifications are executed, or such
      representations and warranties are made, or such other documentation or
      information provided, in each case to the Depositary's and the Company's
      satisfaction. The Depositary shall from time to time on the written
      request advise the Company of the availability of any such proofs,
      certificates or other information and shall, at the Company's sole
      expense, provide or otherwise make available copies thereof to the Company
      upon written request thereof by the Company, unless such disclosure is
      prohibited by law. Each Holder and Beneficial Owner agrees to provide any
      information requested by the Company or the Depositary pursuant to this
      paragraph. Nothing herein shall obligate the Depositary to (i) obtain any
      information for the Company if not provided by the Holders or Beneficial
      Owners or (ii) verify or vouch for the accuracy of the information so
      provided by the Holders or Beneficial Owners.

14.6  NOTICES

      Notice to any Holder shall be deemed to be given when first mailed, first
      class postage prepaid, or sent via telex or facsimile transmission to such
      Holder to the address or telex or facsimile number, as the case may be, of
      such Holder in the Register. Notice to the Depositary or the Company shall
      be deemed to be given when first received by it at the address or
      facsimile transmission number set forth in (a) or (b) below, respectively,
      or at such other address or facsimile transmission number as either may
      specify to the other by written notice:

                                      -20-
<PAGE>

      (a)   Deutsche Bank Trust Company Americas
            60 Wall Street
            New York
            NY 10005
            United States

            Attention:  ADR Department
            Fax:     +1-212-797-0327

      (b)   IONA Technologies PLC
            The IONA Building
            Shelbourne Road
            Ballsbridge
            Dublin 4
            Ireland

            Attention:  Legal Department
            Fax:     353-1-637-2890

      Notices to the Depositary must be in English.

14.7  REPORTS

      The Depositary will, at the expense of the Company and in accordance with
      Section 14.6, mail by regular, ordinary mail delivery or by electronic
      transmission (if agreed between the Company and the Depositary) and unless
      otherwise agreed in writing, copies of such communications (or English
      translations or summaries thereof) to Holders when requested and furnished
      by the Company.

15.   INDEMNIFICATION

15.1  INDEMNIFICATION BY THE COMPANY

      The Company agrees to indemnify the Depositary against any loss, liability
      or expense (including reasonable fees and expenses of counsel) that may
      arise out of a (a) its acceptance and performance of its powers and duties
      in respect of this Agreement, except to the extent such loss, liability or
      expense (i) is due to the gross negligence or bad faith of the Depositary
      or its agents or (ii) arises out of a Pre-Release of an ADR and would not
      have arisen had such ADR not been the subject of a Pre-Release, or (b) any
      offer or sale of ADRs, ADSs, Shares or other Deposited Securities or any
      registration statement under the Securities Act in respect thereof, except
      to the extent such loss, liability or expense arises out of information
      (or omissions from such information) relating to the Depositary furnished
      in writing to the Company by the Depositary expressly for use in such
      registration statement.

15.2  INDEMNIFICATION BY THE DEPOSITARY

      The Depositary agrees to indemnify the Company against any loss, liability
      or expense (including reasonable fees and expenses of counsel) incurred by
      the Company in respect of this Agreement to the extent such loss,
      liability or expense (a) is due to the gross negligence or bad faith of
      the Depositary or its agents, (b) arises out of a Pre-Release of an ADR
      and would not have arisen had such ADR not been the subject of a
      Pre-Release, or (c) arises out of information (or omissions from such
      information) relating to the Depositary furnished in writing to the
      Company by the Depositary for use in a registration statement under the
      Securities Act.


                                      -21-
<PAGE>
15.3  NOTIFICATION AND SETTLEMENT

      Any person seeking indemnification hereunder (an "indemnified person")
      shall notify the person from whom it is seeking indemnification (the
      "indemnifying person") of the commencement of any indemnifiable action or
      claim promptly after such indemnified person becomes aware of such
      commencement (provided that the failure to make such notification shall
      not affect such indemnified person's rights otherwise than under this
      Section 15.3) and shall consult in good faith with the indemnifying person
      as to the conduct of the defense of such action or claim, which shall be
      reasonable in the circumstances. No indemnified person shall compromise or
      settle any indemnifiable action or claim without the prior written consent
      of the indemnifying person (which consent shall not be unreasonably
      withheld).

15.4  SURVIVAL

      The obligations set forth in this Section 15 shall survive the termination
      of this Agreement.

16.   COMPLIANCE WITH U.S. SECURITIES LAWS

      Notwithstanding anything in this Agreement to the contrary, the withdrawal
      or delivery of Deposited Securities will not be suspended by the Company
      or the Depositary except as would be permitted by Instruction I.A.(1) of
      the General Instructions to Form F-6 Registration Statement, as amended
      from time to time, under the Securities Act.

17.   MISCELLANEOUS

      This Agreement is for the exclusive benefit of the Company, the
      Depositary, the Holders, the Beneficial Owners, and their respective
      successors hereunder, and shall not give any legal or equitable right,
      remedy or claim whatsoever to any other person. The Holders and Beneficial
      Owners shall be parties to this Agreement and shall be bound by the
      provisions hereof. If any such provision is invalid, illegal or
      unenforceable in any respect, the remaining provisions shall in no way be
      affected thereby. This Agreement may be executed in two counterparts, each
      of which shall be deemed an original and both of which shall constitute
      one instrument. Subject to the provisions of Section 11, this Agreement
      may not be assigned by either the Company or the Depositary. The Company
      agrees not to appoint any other depositary for the issuance or
      administration of depositary receipts evidencing any class of stock of the
      Company so long as Deutsche Bank Trust Company Americas is acting as
      Depositary hereunder.

18.   GOVERNING LAW

      This Agreement and the Receipts shall be interpreted in accordance with,
      and all rights hereunder and thereunder and provisions hereof and thereof
      shall be governed by, the laws of the State of New York without reference
      to the principles of choice of law thereof. Except as set forth in the
      following paragraph of this Section 18, the Company and the Depositary
      agree that the federal or state courts in the City of New York shall have
      jurisdiction to hear and determine any suit, action or proceeding and to
      settle any dispute between them that may arise out of or in connection
      with this Agreement and, for such purposes, each irrevocably submits to
      the non-exclusive jurisdiction of such courts. The Company hereby
      irrevocably designates, appoints and empowers Christopher M. Mirabile,
      Esq. (the "Agent") now at IONA Technologies, Inc., 200 West Street,
      Waltham, Massachusetts 02451, as its authorized agent to receive and
      accept for and on its behalf, and on behalf of its properties, assets and
      revenues, service by mail of any and all legal process, summons, notices
      and documents that may be served in any suit, action or proceeding brought
      against the Company in any federal or state court as described in the
      preceding sentence or in the next paragraph of this Section 18. If for any
      reason the Agent shall cease to be available to act as such, the Company
      agrees to designate a new agent in the City of New York on the terms and
      for the purposes of this Section 18 reasonably satisfactory to the
      Depositary. The Company further hereby irrevocably consents


                                      -22-
<PAGE>
      and agrees to the service of any and all legal process, summons, notices
      and documents in any suit, action or proceeding against the Company, by
      service by mail of a copy thereof upon the Agent (whether or not the
      appointment of such Agent shall for any reason prove to be ineffective or
      such Agent shall fail to accept or acknowledge such service), with a copy
      mailed to the Company by registered or certified air mail, postage
      prepaid, to its address provided in Section 14.6. The Company agrees that
      the failure of the Agent to give any notice of such service to it shall
      not impair or affect in any way the validity of such service or any
      judgment rendered in any action or proceeding based thereon.

      Notwithstanding the foregoing, the Depositary and the Company
      unconditionally agree that in the event that a Holder or Beneficial Owner
      brings a suit, action or proceeding against (a) the Company, (b) the
      Depositary in its capacity as Depositary under this Agreement or (c)
      against both the Company and the Depositary, in any state or federal court
      of the United States, and the Depositary or the Company have any claim,
      for indemnification or otherwise, against each other arising out of the
      subject matter of such suit, action or proceeding, then the Company and
      the Depositary may pursue such claim against each other in the state or
      federal court in the United States in which such suit, action, or
      proceeding is pending, and for such purposes, the Company and the
      Depositary irrevocably submit to the non-exclusive jurisdiction of such
      courts. The Company agrees that service of process upon the Agent in the
      manner set forth in the preceding paragraph shall be effective service
      upon it for any suit, action or proceeding brought against it as described
      in this paragraph.

      The Company irrevocably and unconditionally waives, to the fullest extent
      permitted by law, any objection that it may now or hereafter have to the
      laying of venue of any actions, suits or proceedings brought in any court
      as provided in this Section 18, and hereby further irrevocably and
      unconditionally waives and agrees not to plead or claim in any such court
      that any such action, suit or proceeding brought in any such court has
      been brought in an inconvenient forum.


                                      -23-
<PAGE>
IONA TECHNOLOGIES PLC

By:     /s/ Daniel W. Demmer
        -----------------------------------
Name:   Daniel W. Demmer
Title:  CFO


DEUTSCHE BANK TRUST COMPANY AMERICAS

By:     /s/ Mike R. Hughes
        -----------------------------------
Name:   Mike R. Hughes
Title:  Director


By:     /s/ Clare J. Benson
        -----------------------------------
Name:   Clare J. Benson
Title:  Vice-President


                                      -24-
<PAGE>
                                   EXHIBIT A
                ANNEXED TO AND INCORPORATED IN DEPOSIT AGREEMENT

                                 [FORM OF ADR]

CERTAIN RIGHTS OF THE HOLDER OF THIS AMERICAN DEPOSITARY RECEIPT MAY BE WITHHELD
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE DEPOSIT AGREEMENT,
INCLUDING, WITHOUT LIMITATION, VOTING RIGHTS AND THE RIGHT TO RECEIVE DIVIDENDS
AND OTHER DISTRIBUTIONS

[Number]                                                No. of ADSs:  __________
                                                             Each ADS represents
                                                                       One Share
                                                                CUSIP: 46206P109


                          AMERICAN DEPOSITARY RECEIPT

                                   evidencing

                           AMERICAN DEPOSITARY SHARES

                                  representing

                   ORDINARY SHARES, PAR VALUE EUR 0.0025 EACH

                                       of

                             IONA TECHNOLOGIES PLC
                     (Organized under the laws of Ireland)

DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary hereunder (the
"DEPOSITARY"), hereby certifies that ____________________ is the registered
owner (a "HOLDER") of _____ American Depositary Shares ("ADSS"), each
representing one ordinary share, par value EUR 0.0025 each, including rights to
receive Shares (together "SHARES" and, together with any additional securities
or cash from time to time held by the Depositary or the Custodian referred to
below in respect or in lieu, thereof, the "DEPOSITED SECURITIES"), of IONA
TECHNOLOGIES PLC, a public limited company organized under the laws of the
Ireland (the "COMPANY"), deposited at New Century House, International Financial
Services Center, Lower Mayor Street, Dublin 1, Ireland office of The Governer
and Company of the Bank of Ireland, as custodian (the "CUSTODIAN"). This ADR is
issued pursuant to the Amended and Restated Deposit Agreement dated as of 26
April 2004 (as amended from time to time, the "AGREEMENT") among the Company,
the Depositary and the owner from time to time of American Depositary Receipts
issued thereunder ("ADRS"), each of whom by accepting an ADR agrees to become a
party thereto and to be bound by all of the terms and conditions thereof and
hereof. Copies of the Agreement are on file at the Depositary's Office at 60
Wall Street, New York NY 10005 and at the office of the Custodian at New Century
House, International Financial Services Center, Lower Mayor Street, Dublin 1,
Ireland. This ADR shall be governed by and construed in accordance with the laws
of the State of New York. The terms and conditions of the Agreement are hereby
incorporated by reference into this ADR and terms defined in the Agreement are
used herein as so defined. In particular, the Agreement provides as follows:

      1. Voting of Deposited Shares

      Subject to the next sentence, as soon as practicable after receipt of
      notice of any meeting at which the holders of Shares are entitled to vote,
      or of solicitation of consents or proxies from holders of Shares or other
      Deposited Securities, the Depositary shall fix the ADS Record Date


                                      A-1
<PAGE>
      in respect of such meeting or solicitation of consent or proxy. The
      Depositary shall, if requested by the Company in writing in a timely
      manner (the Depositary having no obligation to take any further action if
      the request shall not have been received by the Depositary at least 30
      days prior to the date of such vote or meeting) and at the Company's
      expense and provided no U.S. legal prohibitions exist, which may in the
      reasonable discretion of the Depositary be supported by an opinion of
      counsel with respect to U.S. law in a form and substance acceptable to the
      Depositary (furnished at Depositary's written request and the expense of
      the Company), mail by regular, ordinary mail delivery or otherwise
      distribute to Holders as of the ADS Record Date: (a) such notice of
      meeting or solicitation of consent or proxy; (b) a statement that the
      Holders at the close of business on the ADS Record Date will be entitled,
      subject to any applicable law, the Articles of Association and the
      provisions of or governing the Deposited Securities (which provisions, if
      any, shall be summarized in pertinent part by the Company), to instruct
      the Depositary as to the exercise of the voting rights, if any, pertaining
      to the Shares or other Deposited Securities represented by such Holder's
      ADSs; and (c) a brief statement as to the manner in which such
      instructions may be given, including an express indication that such
      instructions may be given or deemed given, in accordance with the
      paragraph immediately below if no instruction is received, to the
      Depositary to give a discretionary proxy to a person designated by the
      Company. Voting instructions may be given only in respect of a number of
      ADSs representing an integral number of Shares or other Deposited
      Securities. Upon the timely receipt of written instructions of a Holder of
      ADSs on the ADS Record Date of voting instructions in the manner specified
      by the Depositary, the Depositary shall endeavor, insofar as practicable
      and permitted under applicable law, the provisions of this Agreement, the
      Company's Articles of Association and the provisions of or governing the
      Deposited Securities, to vote or cause the Custodian to vote the Shares
      and/or other Deposited Securities (in person or by proxy) represented by
      ADSs evidenced by such Receipt in accordance with such voting
      instructions.

      Neither the Depositary nor the Custodian shall, under any circumstances
      exercise any discretion as to voting, and neither the Depositary nor the
      Custodian shall vote, attempt to exercise the right to vote, or in any way
      make use of for purposes of establishing a quorum or otherwise, the Shares
      or other Deposited Securities represented by ADSs except pursuant to and
      in accordance with such written instructions from Holders or deemed
      instructions. For all Shares or other Deposited Securities represented by
      ADSs for which no specific voting instructions are received by the
      Depositary in a timely fashion from the Holder the Depositary shall deem
      such Holder to have instructed the Depositary to give a discretionary
      proxy to a person designated by the Company with respect to such Shares or
      other Deposited Securities and the Depositary shall give a discretionary
      proxy to a person designated by the Company to vote such Deposited
      Securities, provided that no such instruction shall be given with respect
      to any matter as to which the Company informs the Depositary (and the
      Company agrees to provide such information as promptly as practicable in
      writing) that (x) the Company does not wish such proxy given, (y)
      substantial solicitation of proxies in opposition exists or (z) such
      matter materially and adversely affects the rights of holders of such
      Shares or other Deposited Securities. The Company agrees to provide
      written notice to the Depositary of any changes to the relevant governing
      laws related to the granting of a discretionary proxy, including an
      outright prohibition on the granting of such proxies, promptly upon
      becoming aware of such changes.

      Notwithstanding the above, save for applicable provisions of Irish law,
      and in accordance with the terms of Section 10 of the Agreement, the
      Depositary shall not be liable for any failure to carry out any
      instructions to vote any of the Deposited Securities.

      2. Distributions

      2.1 Cash Distributions


                                      A-2
<PAGE>
      Whenever the Depositary receives confirmation from the Custodian of
      receipt of any cash dividend or other cash distribution on any Deposited
      Securities, or receives proceeds from the sale of any Shares, rights,
      securities or other entitlements under the terms hereof, the Depositary
      will, if at the time of receipt thereof any amounts received in a Foreign
      Currency can in the judgment of the Depositary (pursuant to Section 6.8 of
      the Agreement) be converted on a practicable basis into Dollars
      transferable to the United States, promptly convert or cause to be
      converted such cash dividend, distribution or proceeds into Dollars (on
      the terms described in Section 6.8) and will distribute promptly the
      amount thus received (net of (a) the applicable fees and charges of, and
      expenses incurred by, the Depositary and (b) taxes withheld) to the
      Holders of record as of the ADS Record Date in proportion to the number of
      ADSs held by such Holders respectively as of the ADS Record Date. The
      Depositary shall distribute only such amount, however, as can be
      distributed without attributing to any Holder a fraction of one cent. Any
      such fractional amounts shall be rounded to the nearest whole cent and so
      distributed to Holders entitled thereto. Holders and Beneficial Owners
      understand that in converting Foreign Currency, amounts received on
      conversion are calculated at a rate which exceeds three or four decimal
      places (the number of decimal places used by the Depositary to report
      distribution rates). Any excess amount may be retained by the Depositary
      as an additional cost of conversion, irrespective of any other fees and
      expenses payable or owing hereunder and shall not be subject to
      escheatment. If the Company, the Custodian or the Depositary is required
      to withhold and does withhold from any cash dividend or other cash
      distribution in respect of any Deposited Securities an amount on account
      of taxes, duties or other governmental charges, the amount distributed to
      Holders on the ADSs representing such Deposited Securities shall be
      reduced accordingly. Such withheld amounts shall be forwarded by the
      Company, the Custodian or the Depositary to the relevant governmental
      authority. Evidence of payment thereof by the Company shall be forwarded
      by the Company to the Depositary upon request. The Depositary will forward
      to the Company or its agent such information from its records as the
      Company may reasonably request to enable the Company or its agent to file
      necessary reports with governmental agencies, such reports necessary to
      obtain benefits under the applicable tax treaties for the Holders and
      Beneficial Owners of Receipts.

      2.2 Distribution in Shares

      If any distribution upon any Deposited Securities consists of a dividend
      in, or free distribution of, Shares, the Company shall cause such Shares
      to be deposited with the Custodian and registered, as the case may be, in
      the name of the Depositary, the Custodian or any of their nominees. Upon
      receipt of confirmation of such deposit from the Custodian, the Depositary
      shall establish the ADS Record Date upon the terms described in Section
      6.6 of the Agreement and shall, subject to Exhibit B to the Agreement,
      either (i) distribute to the Holders as of the ADS Record Date in
      proportion to the number of ADRs held as of the ADS Record Date,
      additional ADRs evidencing ADSs, which represent in the aggregate the
      number of Shares received as such dividend, or free distribution, subject
      to the other terms of this Agreement (including, without limitation, (a)
      the applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes), or (ii) if additional ADRs are not so
      distributed, each ADR issued and outstanding after the ADS Record Date
      shall, to the extent permissible by law, thenceforth also represent rights
      and interests in the additional Shares distributed upon the Deposited
      Securities represented thereby (net of (a) the applicable fees and charges
      of, and expenses incurred by, the Depositary and (b) taxes). In lieu of
      delivering fractional ADSs, the Depositary shall sell the number of Shares
      represented by the aggregate of such fractions and distribute the proceeds
      upon the terms described in Section 6.1 of the Agreement. The Depositary
      may withhold any such distribution of Receipts if it has not received
      satisfactory assurances from the Company (including, at the written
      request of the Depositary, an opinion of counsel to the Company furnished
      at the Company's expense) that such distribution does not require
      registration under the Securities Act or is exempt from registration under
      the provisions of the Securities Act. To the extent such distribution may
      be withheld, the Depositary may dispose of all or a portion of such
      distribution in such amounts and in such manner, including


                                      A-3
<PAGE>
      by public or private sale, as the Depositary deems necessary and
      practicable, and the Depositary shall distribute the net proceeds of any
      such sale (after deduction of applicable (a) taxes and (b) fees and
      charges of, and expenses incurred by, the Depositary) to Holders entitled
      thereto upon the terms described in Section 6.1.

      2.3 Elective Distributions in Cash or Shares

      Whenever the Company intends to distribute a dividend payable at the
      election of the holders of Shares in cash or in additional Shares, the
      Company shall give notice thereof to the Depositary at least 30 days prior
      to the proposed distribution stating whether or not it wishes such
      elective distribution to be made available to Holders. Upon receipt of
      notice indicating that the Company wishes such elective distribution to be
      made available to Holders, the Depositary shall consult with the Company
      to determine, and the Company shall assist the Depositary in its
      determination, whether it is lawful and reasonably practicable to make
      such elective distribution available to the Holders. The Depositary shall
      make such elective distribution available to Holders only if (i) the
      Company shall have timely requested that the elective distribution is
      available to Holders, (ii) the Depositary shall have determined that such
      distribution is reasonably practicable and (iii) the Depositary shall have
      received satisfactory documentation within the terms of Section 4.2 of the
      Agreement. If the above conditions are not satisfied, the Depositary
      shall, to the extent permitted by law, distribute to the Holders, on the
      basis of the same determination as is made in the local market in respect
      of the Shares for which no election is made, either (x) cash upon the
      terms described in Section 6.1 of the Agreement or (y) additional ADSs
      representing such additional Shares upon the terms described in Section
      6.2 of the Agreement. If the above conditions are satisfied, the
      Depositary shall establish an ADS Record Date (on the terms described in
      Section 6.6 of the Agreement) and establish procedures to enable Holders
      to elect the receipt of the proposed dividend in cash or in additional
      ADSs. The Company shall assist the Depositary in establishing such
      procedures to the extent necessary. Subject to Exhibit B to the Agreement,
      if a Holder elects to receive the proposed dividend (x) in cash, the
      dividend shall be distributed upon the terms described in Section 6.1 of
      the Agreement, or (y) in ADSs, the dividend shall be distributed upon the
      terms described in Section 6.2 of the Agreement. Nothing herein shall
      obligate the Depositary to make available to Holders a method to receive
      the elective dividend in Shares (rather than ADSs). There can be no
      assurance that Holders generally, or any Holder in particular, will be
      given the opportunity to receive elective distributions on the same terms
      and conditions as the holders of Shares.

      2.4 Distribution of Rights to Purchase Shares

      (a)   Distribution to ADS Holders. Whenever the Company intends to
            distribute to the holders of the Deposited Securities rights to
            subscribe for additional Shares, the Company shall give notice
            thereof to the Depositary at least 60 days prior to the proposed
            distribution stating whether or not it wishes such rights to be made
            available to Holders. Upon receipt of a notice indicating that the
            Company wishes such rights to be made available to Holders, the
            Depositary shall consult with the Company to determine, and the
            Company shall determine, whether it is lawful and reasonably
            practicable to make such rights available to the Holders. The
            Depositary shall make such rights available to Holders only if (i)
            the Company shall have timely requested that such rights be made
            available to Holders, (ii) the Depositary shall have received
            satisfactory documentation within the terms of Section 4.2 of the
            Agreement, and (iii) the Depositary shall have determined that such
            distribution of rights is lawful and reasonably practicable. In the
            event any of the conditions set forth above are not satisfied, the
            Depositary shall proceed with the sale of the rights as contemplated
            in Section 6.4(b) to the Agreement or, if timing or market
            conditions may not permit, do nothing thereby allowing such rights
            to lapse. In the event all conditions set forth above are satisfied,
            the Depositary shall establish an ADS Record Date (upon the terms
            described in Section 6.6 of the Agreement) and establish procedures
            (x) to distribute such rights (by means of warrants or otherwise)
            and (y) to enable the Holders to exercise the rights (upon payment
            of applicable (a) fees and charges of, and expenses incurred by, the
            Depositary and (b) taxes and other


                                      A-4
<PAGE>
            governmental charges). Nothing herein shall obligate the Depositary
            to make available to the Holders a method to exercise such rights to
            subscribe for Shares (rather than ADSs).

      (b)   Sale of Rights. If (i) the Company does not timely request the
            Depositary to make the rights available to Holders or requests that
            the rights not be made available to Holders, (ii) the Depositary
            fails to receive satisfactory documentation within the terms of
            Section 4.2 of the Agreement or determines it is not lawful or
            reasonably practicable to make the rights available to Holders, or
            (iii) any rights made available are not exercised and appear to be
            about to lapse, the Depositary shall determine whether it is lawful
            and reasonably practicable to sell such rights, in a riskless
            principal capacity or otherwise, at such place and upon such terms
            (including public or private sale) as it may deem proper. The
            Company shall assist the Depositary to the extent necessary to
            determine such legality and practicability. The Depositary shall,
            upon such sale, convert and distribute proceeds of such sale (net of
            applicable (a) fees and charges of, and expenses incurred by, the
            Depositary and (b) taxes) upon the terms set forth in Section 6.1 of
            the Agreement.

      (c)   Lapse of Rights. If the Depositary is unable to make any rights
            available to Holders upon the terms described in Section 6.4(a) of
            the Agreement or to arrange for the sale of the rights upon the
            terms described in Section 6.4(b) of the Agreement, the Depositary
            shall allow such rights to lapse.

      The Depositary shall not be responsible for (i) any failure to determine
      that it may be lawful or practicable to make such rights available to
      Holders in general or any Holders in particular, (ii) any foreign exchange
      exposure or loss incurred in connection with such sale, or exercise, or
      (iii) the content of any materials forwarded to the Holders on behalf of
      the Company in connection with the rights distribution.

      Notwithstanding anything to the contrary in this Section 6.4 of the
      Agreement, if registration (under the Securities Act or any other
      applicable law) of the rights or the securities to which any rights relate
      may be required in order for the Company to offer such rights or such
      securities to Holders and to sell the securities represented by such
      rights, the Depositary will not distribute such rights to the Holders (i)
      unless and until a registration statement under the Securities Act
      covering such offering is in effect or (ii) unless the Company furnishes
      to the Depositary, at the Depositary's written request and the Company's
      expense opinion(s) of counsel to the Company in the U.S. and counsel to
      the Company in any other applicable country in which rights would be
      distributed, in each case satisfactory to the Depositary, to the effect
      that the offering and sale of such securities to Holders and Beneficial
      Owners are exempt from, or do not require registration under, the
      provisions of the Securities Act or any other applicable laws. In the
      event that the Company, the Depositary or the Custodian shall be required
      to withhold and does withhold from any distribution of property (including
      rights) an amount on account of taxes or other governmental charges, the
      amount distributed to the Holders shall be reduced accordingly. In the
      event that the Depositary determines that any distribution in property
      (including Shares and rights to subscribe therefor) is subject to any tax
      or other governmental charges which the Depositary is obligated to
      withhold, the Depositary may dispose of all or a portion of such property
      (including Shares and rights to subscribe therefor) in such amounts and in
      such manner, including by public or private sale, as the Depositary deems
      necessary and practicable to pay any such taxes or charges.

      There can be no assurance that Holders generally, or any Holder in
      particular, will be given the opportunity to exercise rights on the same
      terms and conditions as the holders of Shares or be able to exercise such
      rights. Nothing herein shall obligate the Company to file any registration
      statement in respect of any rights or Shares or other securities to be
      acquired upon the exercise of such rights.

      2.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares


                                      A-5
<PAGE>
      (a)   Whenever the Company intends to distribute to the holders of
            Deposited Securities property other than cash, Shares or rights to
            purchase additional Shares, the Company shall give notice thereof to
            the Depositary at least 30 days prior to the proposed distribution
            and shall indicate whether or not it wishes such distribution to be
            made to Holders. Upon receipt of a notice indicating that the
            Company wishes such distribution be made to Holders, the Depositary
            shall determine whether such distribution to Holders is lawful and
            practicable. The Depositary shall not make such distribution unless
            (i) the Company shall have timely requested the Depositary to make
            such distribution to Holders, (ii) the Depositary shall have
            received satisfactory documentation within the terms of Section 4.2
            of the Agreement, and (iii) the Depositary shall have determined
            that such distribution is reasonably practicable.

      (b)   Upon receipt of satisfactory documentation and the request of the
            Company to distribute property to Holders and after making the
            requisite determinations set forth in (a) above, the Depositary may
            distribute the property so received to the Holders of record as of
            the ADS Record Date, in proportion to the number of ADRs held by
            such Holders respectively and in such manner as the Depositary may
            deem practicable for accomplishing such distribution (i) upon
            receipt of payment or net of the applicable fees and charges of, and
            expenses incurred by, the Depositary, and (ii) net of any taxes and
            other governmental charges withheld. The Depositary may dispose of
            all or a portion of the property so distributed and deposited, in
            such amounts and in such manner (including public or private sale)
            as the Depositary may deem practicable or necessary to satisfy any
            taxes (including applicable interest and penalties) or other
            governmental charges applicable to the distribution.

      (c)   If (i) the Company does not request the Depositary to make such
            distribution to Holders or requests not to make such distribution to
            Holders, (ii) the Depositary does not receive satisfactory
            documentation within the terms of Section 4.2 of the Agreement, or
            (iii) the Depositary determines that all or a portion of such
            distribution is not reasonably practicable or feasible, the
            Depositary shall endeavor to sell or cause such property to be sold
            in a public or private sale, at such place or places and upon such
            terms as it may deem proper and shall distribute the net proceeds,
            if any, of such sale received by the Depositary (net of applicable
            (a) fees and charges of, and expenses incurred by, the Depositary
            and (b) taxes) to the Holders as of the ADS Record Date upon the
            terms of Section 6.1 of the Agreement. If the Depositary is unable
            to sell such property, the Depositary may dispose of such property
            in any way it deems reasonably practicable under the circumstances
            for nominal or no consideration and Holders and Beneficial Owners
            shall have no rights thereto or arising therefrom.

      3. Fixing of Record Date

      Whenever necessary in connection with any distribution (whether in cash,
      Shares, rights, or other distribution), or whenever for any reason the
      Depositary causes a change in the number of Shares that are represented by
      each ADS, or whenever the Depositary shall receive notice of any meeting
      of or solicitation of holders of Shares or other Deposited Securities, or
      whenever the Depositary shall find it necessary or convenient, the
      Depositary shall fix a record date (the "ADS Record Date"), as close as
      practicable to the record date fixed by the Company with respect to the
      Shares, for the determination of the Holders who shall be entitled to
      receive such distribution, to give instructions for the exercise of voting
      rights at any such meeting, or to give or withhold such consent, or to
      receive such notice or solicitation or to otherwise take action, or to
      exercise the rights of Holders with respect to such changed number of
      Shares represented by each ADS. Subject to applicable law and the
      provisions of Section 6.1 through 6.5 of the Agreement and to the other
      terms and conditions of the Agreement, only the Holders of record at the
      close of business in New York on such ADS Record Date shall be entitled to
      receive such


                                      A-6
<PAGE>
      distribution, to give such voting instructions, to receive such notice or
      solicitation, or otherwise take action.

      4. Available Information

      The Agreement, the Articles of Association, and written communications
      from the Company that are received by the Custodian or the Depositary in
      accordance with Section 14.6 of the Agreement, are available for
      inspection by Holders at the Depositary's Office and the office of the
      Custodian during normal business hours on any Business Day. The Company is
      subject to the periodic reporting requirements of the Securities Exchange
      Act and accordingly files certain reports with the Commission. Such
      reports and documents may be inspected and copied at the public reference
      facilities maintained by the Commission located at the date of the
      Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
      20549.

      5. Reports

      The Depositary will, at the expense of the Company and in accordance with
      Section 14.6, mail by regular, ordinary mail delivery or by electronic
      transmission (if agreed between the Company and the Depositary) and unless
      otherwise agreed in writing, copies of such communications (or English
      translations or summaries thereof) to Holders when requested and furnished
      by the Company.

      6. Notices

      Notice to any Holder shall be deemed to be given when first mailed, first
      class postage prepaid, or sent via telex or facsimile transmission to such
      Holder to the address or telex or facsimile number, as the case may be, of
      such Holder in the Register. Notice to the Depositary or the Company shall
      be deemed to be given when first received by it at the address or
      facsimile transmission number set forth in (a) or (b) below, respectively,
      or at such other address or facsimile transmission number as either may
      specify to the other by written notice:

            Deutsche Bank Trust Company Americas
            60 Wall Street
            New York
            NY 10005
            United States

            Attention: ADR Department
            Fax:       +1-212-797-0327

            IONA Technologies PLC
            The IONA Building
            Shelbourne Road
            Ballsbridge
            Dublin 4 Ireland

            Attention: Legal Department
            Fax:       353-1-637-2890

      Notices to the Depositary must be in English.

      7. Lists of Holders

      The Company shall, to the extent permitted by applicable law, have the
      right to inspect the Register and the transfer records of the Depositary
      to supply copies of such records as the Company may reasonably request.
      The Depositary shall, to the extent permitted by applicable


                                      A-7
<PAGE>
      law, furnish to the Company, promptly upon the receipt of a written
      request from the Company, a list of the names and addresses of, and
      holdings of ADSs by, all Holders. The Depositary shall provide copies to
      the Company, promptly upon receipt of a written request from the Company,
      of any information received by the Depositary in accordance with Section
      5.6 of the Agreement unless such disclosure is prohibited by applicable
      law.

      8. Transfer, Combination and Split-up of ADRs

      Subject to the terms and conditions of the Agreement, the Depositary
      shall, upon surrender of an ADR or ADRs in form satisfactory to the
      Depositary at the Depositary's Office (a) for the purpose of transfer, if
      such ADRs are accompanied by such instruments of transfer as the
      Depositary may require and are stamped as may be required by law, register
      the transfer of such ADRs on the Register and execute and deliver new ADRs
      to or upon the order of the person entitled thereto; and (b) for the
      purpose of effecting a split-up or combination, execute and deliver a new
      ADR or ADRs in such denominations as may be requested, evidencing the same
      aggregate number of ADRs as the ADRs surrendered.

      9. Amendment

      The ADRs and the Agreement may be amended by the Company and the
      Depositary without consent of the Holders, provided that any amendment
      that imposes or increases any fees or charge, or that shall otherwise
      prejudice any substantial existing right of Holders, shall become
      effective 30 days after notice of such amendment shall have been given to
      the Holders. Every Holder, at the time any amendment so becomes effective,
      shall be deemed, by continuing to hold any ADR, to consent and agree to
      such amendment and to be bound by the ADRs and the Agreement as amended
      thereby.

      10. Termination

      The Depositary shall, at the written direction of the Company, terminate
      the Agreement and this ADR by mailing notice of such termination to the
      Holders at least 30 days prior to the date fixed in such notice for such
      termination. The Depositary may terminate the Agreement, after giving
      notice to the Holders as set forth in the preceding sentence of this
      Section 13 at any time 45 days or more after the Depositary shall have
      delivered to the Company its written resignation, provided that no
      successor depositary shall have been appointed and accepted its
      appointment as provided in Section 11 before the end of such 45 days.
      After the date so fixed for termination, the Depositary and its agents
      shall perform no further acts under the Agreement and this ADR, except to
      advise Holders to such termination, receive and hold (or sell)
      distributions on Deposited Securities and deliver Deposited Securities
      being withdrawn together with any such distributions on Deposited
      Securities. As soon as practicable after the expiration of one year from
      the date so fixed for termination, the Depositary shall, to the extent
      practicable, sell the Deposited Securities and shall thereafter (as long
      as it may lawfully do so) hold the net proceeds of such sales, together
      with any other cash then held by it under the Agreement, without liability
      for interest, for the pro rata benefit of the Holders of ADRs not
      theretofore surrendered. After making such sale, the Depositary shall be
      discharged from all obligations in respect of the Agreement and this ADR,
      except to account for such net proceeds and other cash and its
      indemnification obligations to the Company. After the date so fixed for
      termination, the Company shall be discharged from all obligations under
      the Agreement except for its indemnification and payment obligations to
      the Depositary.

      11. Surrender of Receipts and Withdrawal of Securities

      Upon surrender, at the Principal Office of the Depositary, of ADSs for the
      purpose of withdrawal of the Deposited Securities represented thereby, and
      upon payment of (i) the fees and charges of the Depositary for the making
      of withdrawals of Deposited Securities and


                                      A-8
<PAGE>
      cancellation of ADRs (as set forth in Exhibit B) and (ii) all applicable
      taxes and governmental charges payable in connection with such surrender
      and withdrawal, including any applicable Irish stamp duty, and subject to
      the terms and conditions of this Agreement, the Articles of Association,
      and any other provisions of or governing the Deposited Securities and
      other applicable laws, the Holder of such ADSs shall be entitled to
      Delivery, to him or upon his order, of the Deposited Securities at the
      time represented by the ADSs so surrendered. ADSs may be surrendered for
      the purpose of withdrawing Deposited Securities by delivery of an ADR
      evidencing such ADSs (if held in certificated form) or by book-entry
      delivery of such ADSs to the Depositary.

      A Receipt surrendered for such purposes shall, if so required by the
      Depositary, be properly endorsed in blank or accompanied by proper
      instruments of transfer in blank, and if the Depositary so requires, the
      Holder thereof shall execute and deliver to the Depositary a written order
      directing the Depositary to cause the Deposited Securities being withdrawn
      to be delivered to or upon the written order of a person or persons
      designated in such order. Thereupon, the Depositary shall direct the
      Custodian to deliver (without unreasonable delay) at the designated office
      of the Custodian or through a book entry delivery of the Shares (in either
      case, subject to Section 5.6 of the Agreement, Exhibit B to the Agreement,
      and to the other terms and conditions of this Agreement, to the Articles
      of Association, to the provisions of or governing the Deposited Securities
      and to applicable laws, now or hereafter in effect) to or upon the written
      order of the person or persons designated in the order delivered to the
      Depositary as provided above, the Deposited Securities represented by such
      ADSs, together with any certificate or other proper documents of or
      relating to title of the Deposited Securities as may be legally required,
      as the case may be, to or for the account of such person.

      The Depositary may, in its discretion, refuse to accept for surrender a
      number of ADSs representing a number other than a whole number of Shares.
      In the case of surrender of an ADR evidencing a number of ADSs
      representing other than a whole number of Shares, the Depositary shall
      cause ownership of the appropriate whole number of Shares to be delivered
      in accordance with the terms hereof, and shall, at the discretion of the
      Depositary, either (i) issue and deliver to the person surrendering such
      Receipt a new Receipt evidencing ADSs representing any remaining
      fractional Share, or (ii) sell or cause to be sold the fractional Shares
      represented by the Receipt surrendered and remit the proceeds of such sale
      (net of (a) applicable fees and charges of, and expenses incurred by, the
      Depositary and (b) taxes withheld) to the person surrendering the Receipt.

      At the request, risk and expense of any Holder so surrendering an ADR, and
      for the account of such Holder, the Depositary shall direct the Custodian
      to forward (to the extent permitted by law) any cash or other property
      (other than securities) held in respect of, and any certificate or
      certificates and other proper documents of or relating to title to, the
      Deposited Securities represented by such ADR to the Depositary for
      delivery at the Principal Office of the Depositary, and for further
      delivery to such Holder. Such direction shall be given by letter or, at
      the request, risk and expense of such Holder, by cable, telex or facsimile
      transmission. Upon receipt by the Depositary, the Depositary may make
      delivery to such person or persons entitled thereto at the Principal
      Office of the Depositary of any dividends or cash distributions with
      respect to the Deposited Securities represented by such ADSs, or of any
      proceeds of sale of any dividends, distributions or rights, which may at
      the time be held by the Depositary.

      12. Limitations on Execution and Delivery, Transfer, Etc. of Receipts;
      Suspension of Delivery, Transfer, Etc.

      As a condition precedent to the execution and delivery, registration,
      registration of transfer, split-up, combination or surrender of any ADR,
      the delivery of any distribution thereon or withdrawal of any Deposited
      Securities, the Depositary or the Custodian may require (i) payment from
      the depositor of Shares or presenter of the ADR of a sum sufficient to
      reimburse


                                      A-9
<PAGE>
      it for any tax or other governmental charge, including any applicable
      Irish stamp duty, and any stock transfer or registration fee with respect
      thereto (including any such tax or charge and fee with respect to Shares
      being deposited or withdrawn) and payment of any applicable fees and
      charges of the Depositary as provided in Exhibit B to the Agreement, (ii)
      the production of proof satisfactory to it as to the identity and
      genuineness of any signature or any other matter contemplated by Section
      14.5 of the Agreement and (iii) compliance with (A) any laws or
      governmental regulations relating to the execution and delivery of ADRs or
      ADSs or to the withdrawal or delivery of Deposited Securities and (B) such
      reasonable regulations as the Depositary may establish consistent with the
      provisions of this Agreement and applicable law.

      The issuance of ADSs against deposits of Shares generally or against
      deposits of particular Shares may be suspended, or the issuance of ADSs
      against the deposit of particular Shares may be withheld, or the
      registration of transfer of ADRs in particular instances may be refused,
      or the registration of transfers of ADRs generally may be suspended,
      during any period when the transfer books of the Depositary are closed or
      if any such action is deemed necessary or advisable by the Depositary or
      the Company, in good faith, at any time or from time to time because of
      any requirement of law, any government or governmental body or commission
      or any securities exchange on which the Receipts or Shares are listed, or
      under any provision of this Agreement or provisions of, or governing, the
      Deposited Securities, or any meeting of shareholders of the Company or for
      any other reason, subject, in all cases, to Section 16 of the Agreement.

      13. Proofs, Certificates and Other Information

      Any person presenting Shares for deposit, any Holder and any Beneficial
      Owner may be required, and every Holder and Beneficial Owner agrees, from
      time to time to provide to the Depositary or the Custodian such proof of
      citizenship or residence, taxpayer status, payment of all applicable taxes
      or other governmental charges, exchange control approval, legal or
      beneficial ownership of ADSs and Deposited Securities, compliance with
      applicable laws and the terms of this Agreement and the provisions of, or
      governing, the Deposited Securities or other information; to execute such
      certifications and to make such representations and warranties, and to
      provide such other information and documentation as the Depositary may
      deem necessary or proper or as the Company may reasonably require by
      written request to the Depositary consistent with its obligations
      hereunder. The Depositary and the Registrar, as applicable, may withhold
      the execution or delivery or registration of transfer of any Receipt or
      the distribution or sale of any dividend or distribution of rights or of
      the proceeds thereof, or to the extent not limited by the terms of Section
      16 of the Agreement, the delivery of any Deposited Securities, until such
      proof or other information is filed or such certifications are executed,
      or such representations and warranties are made, or such other
      documentation or information provided, in each case to the Depositary's
      and the Company's satisfaction. The Depositary shall from time to time on
      the written request advise the Company of the availability of any such
      proofs, certificates or other information and shall, at the Company's sole
      expense, provide or otherwise make available copies thereof to the Company
      upon written request thereof by the Company, unless such disclosure is
      prohibited by law. Each Holder and Beneficial Owner agrees to provide any
      information requested by the Company or the Depositary pursuant to this
      paragraph. Nothing herein shall obligate the Depositary to (i) obtain any
      information for the Company if not provided by the Holders or Beneficial
      Owners or (ii) verify or vouch for the accuracy of the information so
      provided by the Holders or Beneficial Owners.

      14. Indemnification by the Company

      The Company agrees to indemnify the Depositary against any loss, liability
      or expense (including reasonable fees and expenses of counsel) that may
      arise out of a (a) its acceptance and performance of its powers and duties
      in respect of this Agreement, except to the extent


                                      A-10
<PAGE>
      such loss, liability or expense (i) is due to the gross negligence or bad
      faith of the Depositary or its agents or (ii) arises out of a Pre-Release
      of an ADR and would not have arisen had such ADR not been the subject of a
      Pre-Release, or (b) any offer or sale of ADRs, ADSs, Shares or other
      Deposited Securities or any registration statement under the Securities
      Act in respect thereof, except to the extent such loss, liability or
      expense arises out of information (or omissions from such information)
      relating to the Depositary furnished in writing to the Company by the
      Depositary expressly for use in such registration statement.

      15. Additional Information

      This Agreement, the Company's Articles of Association, and written
      communications from the Company that are received by the Custodian or the
      Depositary in accordance with Section 14.6 of the Agreement, are available
      for inspection by Holders at the Depositary's Office and the office of the
      Custodian during normal business hours on any Business Day. The Company is
      subject to the periodic reporting requirements of the Securities Exchange
      Act and accordingly files certain reports with the Commission. Such
      reports and documents may be inspected and copied at the public reference
      facilities maintained by the Commission located at the date of the
      Agreement at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
      20549.

      16. Fees and Charges of the Depositary

      The fees and charges of the Depositary are set out in Exhibit B to the
      Agreement and are hereby incorporated by reference.

Dated:                                            DEUTSCHE BANK TRUST
                                                  COMPANY AMERICAS as Depositary

                                                  By: __________________________

                                                      Vice President


                                      A-11
<PAGE>
                                   EXHIBIT B

                       FEES AND CHARGES OF THE DEPOSITARY

The Company, the Holders, the Beneficial Owners, and persons depositing Shares
or surrendering ADSs for cancellation and withdrawal of Deposited Securities
shall be required to pay to the Depositary the Depositary's fees and related
charges identified as payable by them respectively as set forth below.

The Depositary shall charge the following fees for the services performed under
the terms of the Agreement:

      (i)   to any person to whom ADSs are issued upon the deposit of Shares or
            to any person to whom a distribution is made in respect of ADS
            distributions pursuant to stock dividends or other free
            distributions of stock, bonus distributions, stock splits or other
            distributions (except where converted to cash), a fee not in excess
            of U.S.$5.00 per 100 ADSs (or fraction thereof) so issued under the
            terms of the Agreement to be determined by the Depositary;

      (ii)  to any person surrendering ADSs for cancellation and withdrawal of
            Deposited Securities including, inter alia, cash distributions made
            pursuant to a cancellation or withdrawal, a fee not in excess of
            U.S.$5.00 per 100 ADSs (or fraction thereof) so surrendered;

      (iii) to any Holder of ADSs, a fee not in excess of U.S.$2.00 per 100 ADS
            held for the distribution of cash proceeds, including cash dividends
            or sale of rights and other entitlements, not made pursuant to a
            cancellation or withdrawal;

      (iv)  to any Holder of ADSs, a fee not in the excess of U.S.$5.00 per 100
            ADSs (or portion thereof) issued upon the exercise of rights.

In addition, Holders, Beneficial Owners, persons depositing Shares for deposit
and persons surrendering ADSs for cancellation and withdrawal of Deposited
Securities will be required to pay the following charges:

      (i)   taxes (including applicable interest and penalties) and other
            governmental charges;

      (ii)  such registration fees as may from time to time be in effect for the
            registration of Shares or other Deposited Securities with the
            Foreign Registrar and applicable to transfers of Shares or other
            Deposited Securities to or from the name of the Custodian, the
            Depositary or any nominees upon the making of deposits and
            withdrawals, respectively;

      (iii) such cable, telex , facsimile and electronic transmission and
            delivery expenses as are expressly provided in the Agreement to be
            at the expense of the person depositing or withdrawing Shares or
            Holders and Beneficial Owners of ADSs;

      (iv)  the expenses and charges incurred by the Depositary in the
            conversion of foreign currency;

      (v)   such fees and expenses as are incurred by the Depositary in
            connection with compliance with exchange control regulations and
            other regulatory requirements applicable to Shares, Deposited
            Securities, ADSs and ADRs;

      (vi)  the fees and expenses incurred by the Depositary in connection with
            the delivery of Deposited Securities, including any fees of a
            central depository for securities in the local market, where
            applicable; and
<PAGE>
      (vii) any additional fees, charges, costs or expenses that may be incurred
            by the Depositary or its agents, or the Custodian, or its agents
            from time to time.

Any other charges and expenses of the Depositary under the Agreement will be
paid by the Company upon agreement between the Depositary and the Company.

All fees and charges so payable may, at any time and from time to time, be
changed by agreement between the Depositary and the Company, but, in the case of
fees and charges payable by Holders and Beneficial Owners, only in the manner
contemplated in Section 12. The Depositary shall provide, without charge, a copy
of its latest fee schedule to anyone upon request.

The Depositary and the Company may reach separate agreement in relation to the
payment of any additional remuneration to the Depositary in respect of any
exceptional duties which the Depositary finds necessary or desirable and agreed
by both parties in the performance of its obligations hereunder and in respect
of the actual costs and expenses of the Depositary in respect of any notices
required to be given to the Holders in accordance with Section 14.6.

In connection with any payment by the Company to the Depositary:

      (i)   all fees, taxes, duties, charges, costs and expenses which are
            payable by the Company shall be paid or be procured to be paid by
            the Company (and any such amounts which are paid by the Depositary
            shall be reimbursed to the Depositary by the Company upon demand
            therefor); and

      (ii)  such payment shall be subject to all necessary exchange control
            regulations, where applicable, and other consents and approvals
            having been obtained. The Company undertakes to use its reasonable
            endeavours to obtain all necessary approvals that are required to be
            obtained by it in this connection.

      (iii) the Depositary may request, in its sole but reasonable discretion
            after reasonable consultation with the Company, an opinion of
            counsel regarding New York law, the laws of Ireland, or the laws of
            any other applicable jurisdiction, to be furnished at the expense of
            the Company, if at any time it deems it necessary to seek such an
            opinion of counsel regarding the validity of any action to be taken
            or instructed to be taken under this Agreement.

The Company agrees to promptly pay to the Depositary such other fees and charges
and to reimburse the Depositary for such out-of-pocket expenses as the
Depositary and the Company may agree to in writing from time to time.
Responsibility for payment of such charges may at any time and from time to time
be changed by agreement between the Company and the Depositary.

All payments by the Company to the Depositary under this Exhibit B shall be paid
without set-off or counterclaim, and free and clear of and without deduction or
withholding for or on account of, any present or future taxes, levies, imports,
duties, fees, assessments or other charges of whatever nature, imposed by
Ireland or by any department, agency or other political subdivision or taxing
authority thereof or therein, and all interest, penalties or similar liabilities
with respect thereto.

The right of the Depositary to receive payment of fees, charges and expenses as
provided above shall survive the termination of this Agreement. As to any
Depositary, upon the resignation or removal of such Depositary as described in
Section 11 of the Agreement, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.