**Exhibit 4.15**INDEMNIFICATION AGREEMENT     ThisAgreement made and entered into this 19th day of December 2005,(the “Agreement”), by andamong IONA Technologies PLC, a public limited company organized underthe laws of Ireland (“IONA PLC”), IONA Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of IONA PLC(“IONA Inc.”), and Robert C. McBride (the“Indemnitee”):     WHEREAS, IONA PLC’s Articles of Association (the “Articles”) provide that IONA PLC shall indemnifyits officers and directors and permit IONA PLC to make other indemnification arrangements andagreements and IONA Inc.’s Certificate of Incorporation provides that IONA Inc. indemnify itsofficers and directors and permits IONA Inc. to make other indemnification arrangements andagreements;     WHEREAS, IONA PLC and IONA Inc. desire to provide Indemnitee with specific contractual assurance ofIndemnitee’s rights to indemnification against personal liability regardless, among other things,of any amendment to or revocation of the Articles or any change in the ownership of IONA PLC or thecomposition of its Board of Directors, and to provide for the indemnification of, and the advancingof expenses to, Indemnitee to the fullest extent permitted by law and, to the extent insurance ismaintained, for the coverage of Indemnitee under the Company’s directors’ and officers’ liabilityinsurance policies; and     WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in becoming orcontinuing as the interim chief financial officer of IONA PLC.     NOW, THEREFORE, in consideration of the promises and the covenants contained herein, IONA PLC, IONAInc. and Indemnitee do hereby covenant and agree as follows: 1. Definitions.(a)“Company” shall mean IONA PLC and shall include, where appropriate, any Entitycontrolled, directly or indirectly, by IONA PLC.(b)“Corporate Status” describes the status of a person who is serving or has served (i) asinterim chief financial officer of the Company (whether as a consultant or an employee of theCompany), or (ii) as a director, partner, trustee, officer, employee, agent, member or fiduciary ofany Entity (other than IONA PLC) at the request of the Company. Forpurposes of this Section 1(b),if Indemnitee is serving or has served as a director, partner, trustee, officer, employee or agentof a Subsidiary, Indemnitee shall be deemed to be serving at the request of the Company.
 

 
(c) “Entity” shall mean any corporation, partnership, limited liability company, jointventure, trust, foundation, association, organization, employee benefit plan or other legal entity.(d) “Enterprise” shall mean the Company and any Entity or other enterprise of whichIndemnitee is or was serving at the request of the Company as a director, partner, trustee, officer(including, without limitation, interim chief financial officer), employee, agent, member orfiduciary.(e) “Expenses” shall mean all fees, costs and expenses reasonably incurred by Indemnitee inconnection with any Proceeding, including, without limitation, attorneys’ fees, disbursements andretainers, fees and disbursements of expert witnesses, private investigators and professionaladvisors (including, without limitation, accountants and investment bankers), court costs,transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs,telephone and fax transmission charges, postage, delivery services, secretarial services, and otherdisbursements and expenses.(f) “Indemnifiable Amounts” shall have the meaning ascribed to that term in Section3 below.(g) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excisetaxes, fines and amounts paid in settlement, in each case incurred by Indemnitee in connection withany Proceeding, and any interest, assessments and similar charges imposed thereon.(h) “Proceeding” shall mean any threatened, pending or completed claim, action, suit,arbitration, alternate dispute resolution process, inquiry, investigation, administrative orlegislative hearing, appeal, or any other actual, threatened or completed proceeding, including anyand all appeals, whether conducted by the Company or any other party and whether civil, criminal,administrative, arbitrative or investigative, whether formal or informal, and, in each case,whether or not commenced prior to the date of this Agreement.(i) “Subsidiary” shall mean any Entity of which the Company owns (either directly or throughor together with another Subsidiary of the Company) either (i) a general partner, managing memberor other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equityinterests of such Entity, or (B) 50% or more of the outstanding voting capital stock or othervoting equity interests of such Entity.
2

 
     2. Services of Indemnitee. In consideration of IONA PLC’s and IONA Inc.’scovenants and commitments hereunder, Indemnitee agrees to serve or continue to serve as an interimchief financial officer of the Company. However, this Agreement shall not impose any obligation onIndemnitee, IONA PLC or IONA Inc. to continue Indemnitee’s service to the Company beyond any periodotherwise required by law or by other agreements or commitments of the parties, if any. Indemniteemay at any time and for any reason resign from or cease to serve as interim chief financial officerof the Company (subject to any other contractual obligation or any obligation imposed by operationof law), upon which event neither IONA PLC nor IONA Inc. shall have any obligation under thisAgreement to continue Indemnitee in such position. Notwithstanding the forgoing, this Agreementshall continue in force with respect to actions taken or not taken during Indemnitee’s term asinterim chief financial officer or, at the Company’s request, as any officer of any other Entityafter Indemnitee has ceased to serve as interim chief financial officer or as any officer of suchEntity.     3. Agreement to Indemnify. IONA PLC and IONA Inc. shall jointly and severallyindemnify Indemnitee in accordance with the provisions of this Section 3 if, by reason of (orarising in part out of) Indemnitee’s Corporate Status, Indemnitee is or becomes a party to orwitness or other participant in, or is threatened to be made a party to or witness or otherparticipant in, any Proceeding. Pursuant to this Section 3, Indemnitee shall be indemnified againstall Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his behalf inconnection with such Proceeding or any claim, issue or matter therein, to the fullest extentpermitted by applicable law, as the same exists or may hereafter be amended or interpreted (but inthe case of any such amendment or interpretation, only to the extent that such amendment orinterpretation permits the Company to provide broader indemnification rights than were permittedprior thereto) (such indemnifiable Expenses and Liabilities are collectively referred herein as“Indemnifiable Amounts”). Indemnitee shall not enter into any settlement in connection with aProceeding without the consent of IONA PLC and IONA Inc., which such consent shall not beunreasonably withheld, delayed or conditioned.     4. Indemnification for Expenses and Liabilities of a Party Who is Wholly or PartlySuccessful. Notwithstanding any other provision of this Agreement, to the extent Indemnitee hasbeen successful on the merits in the defense of any Proceeding or in defense of any matter or issuetherein, IONA PLC and IONA Inc. shall jointly and severally indemnify Indemnitee against allIndemnifiable Amounts incurred in connection therewith. If Indemnitee is entitled under anyprovision of this Agreement to indemnification by IONA PLC and IONA Inc. for some or a portion ofany Indemnifiable Amounts, incurred in connection with any Proceeding, but not entitled, however,to indemnification for the total amount thereof, IONA PLC and IONA Inc. shall nonetheless jointlyand severally indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.     5. Mandatory Advancement of Expenses and Liabilities. If so requested byIndemnitee, IONA PLC and IONA Inc. shall advance IndemnifiableAmounts to Indemnitee (an “ExpenseAdvance”) within twenty (20) calendar days after the receipt by IONA PLC or IONA Inc. of a writtenrequest from Indemnitee requesting such advance or advances, whether prior to
3

 
or after final disposition of any Proceeding. Advances shall be made without regard to Indemnitee’sability to repay the Indemnifiable Amounts and without regard to Indemnitee’s ultimate entitlementto indemnification under the provisions of this Agreement. The Indemnitee shall qualify foradvances solely upon the execution and delivery to the IONA PLC or IONA Inc. of an undertaking inform and substance reasonably satisfactory to IONA PLC or IONA Inc., as applicable, providing thatthe Indemnitee undertakes to repay the advance if and to the extent that it is ultimatelydetermined that Indemnitee is not entitled to be indemnified by IONA PLC and IONA Inc. Advancesshall include any and all reasonable Expenses incurred pursuing an action to enforce this right ofadvancement. If Indemnitee has commenced legal proceedings in a court of competent jurisdiction tosecure a determination that Indemnitee should be indemnified under applicable law, anydetermination made by the reviewing party pursuant to Section 11 that Indemnitee would not bepermitted to be indemnified under applicable law shall not be binding and Indemnitee shall not berequired to reimburse IONA PLC and IONA Inc. for any Expense Advance until a final judicialdetermination is made with respect thereto (as to which all rights of appeal therefrom have beenexhausted or have lapsed). Indemnitee’s obligation to reimburse IONA PLC and IONA Inc. for ExpenseAdvances shall be unsecured and no interest shall be charged thereon.     6. Procedure for Payment of Indemnifiable Amounts. Indemnitee shall submit to IONAPLC or IONA Inc. (the “Paying Party”) a written request specifying the Indemnifiable Amounts forwhich Indemnitee seeks payment under Sections 3 and 4 of this Agreement and the basis for theclaim. The Paying Party shall pay such Indemnifiable Amounts to Indemnitee promptly (and in anyevent within thirty (30) days) upon receipt of its request. At the request of the Paying Party,Indemnitee shall furnish such documentation and information as are reasonably available toIndemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.     7. Indemnification For Expenses of a Witness. Notwithstanding any other provisionof this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witnessin any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expensesactually and reasonably incurred by him or on his behalf in connection therewith.     8. Exclusions. Notwithstanding any provision in this Agreement to the contrary,neither IONA PLC nor IONA Inc. shall be obligated under this Agreement to make any indemnity inconnection with any claim made against Indemnitee: (a) for which payment has actually been made to or on behalf of Indemnitee under any insurancepolicy or pursuant to any other indemnity provision, except with respect to any excess beyond theamount paid under any insurance policy or other indemnity provision;  (b) for an accounting of profits made from the purchase and sale (or sale and purchase) byIndemnitee of securities of the Company within the meaning
4

 
 ** ** of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of statestatutory law or common law; or (c) for which payment is prohibited by applicable law.     9.   Presumptions and Effect of Certain Proceedings.(a) In making a determination with respect to entitlement to indemnification hereunder, theperson, persons or entity making such determination shall presume that Indemnitee is entitled toindemnification under this Agreement if Indemnitee has submitted a request for indemnification inaccordance with Section 6 of this Agreement, and the Paying Party shall have the burden of proof toovercome that presumption in connection with the making of any determination contrary to thatpresumption. Neither the failure of IONA PLC nor IONA Inc. nor any person, persons or entity tohave made a determination prior to the commencement of any action pursuant to this Agreement thatindemnification is proper in the circumstances because Indemnitee has met the applicable standardof conduct, nor an actual determination by IONA PLC, IONA Inc. or any person, persons or entity, asthe case may be, that Indemnitee has not met such applicable standard of conduct, shall be adefense to the action or create a presumption that Indemnitee has not met the applicable standardof conduct.(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of nolocontendere or itsequivalent, shall not (except as otherwise expressly provided in this Agreement) of itselfadversely affect the right ofIndemnitee to indemnification or create a presumption that Indemnitee did not act in good faith andin a manner which he reasonably believed to be in or not opposed to the best interests of theCompany or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause tobelieve that his conduct was unlawful.(c) For purposes of any determination of good faith, Indemnitee shall be deemed to haveacted in good faith if Indemnitee’s action is based on the records or books of account of theEnterprise, including financial statements, or on information supplied to Indemnitee by theofficers of the Enterprise in the course of their duties, or on the advice of legal counsel for theEnterprise or IONA PLC’s Board of Directors or counsel selected by any committee of the Board ofDirectors of IONA PLC or on information or records given or reports made to the Enterprise by anindependent certified public accountant or by an appraiser, investment banker or other expertselected with the reasonable care by the Company or IONA PLC’s Board of Directors or any committeeof its Board of Directors. The provisions of this Section 9(c) shall not be deemed to be exclusiveor to limit in any way the other circumstances in which the Indemnitee may be deemed to have metthe applicable standard of conduct set forth in this Agreement.
5

 
(d) The knowledge and/or actions, or failure to act, of any director, officer, agent oremployee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the rightto indemnification under this Agreement.     10. Defense of the Underlying Proceeding.(a) Notice by Indemnitee. Indemnitee agrees to notify IONA PLC and IONA Inc.promptly upon being served with any summons, citation, subpoena, complaint, indictment,information, or other document relating to any Proceeding which may result in the payment ofIndemnifiable Amounts or the advancement of Indemnifiable Amountshereunder; provided,however, that the failure to give any such notice shall not disqualify Indemnitee from theright, or otherwise affect in any manner any right of Indemnitee, to receive payments ofIndemnifiable Amounts or advancements of Indemnifiable Amounts from IONA PLC or IONA Inc. unlessthe ability of IONA PLC or IONA Inc., as the case may be, to defend in such Proceeding ismaterially and adversely prejudiced thereby.(b) Defense by IONA PLC and/or IONA Inc. Subject to the provisions of the lastsentence of this Section 10(b) and of Section 10(c) below, IONA PLC and/or IONA Inc. shall have theright to defend Indemnitee in any Proceeding which may give rise to the payment of IndemnifiableAmounts hereunder; provided, however, that IONA PLC and/or IONA Inc. shall notifyIndemnitee of any such decision to defend within thirty (30) calendar days of receipt of notice ofany such Proceeding under Section 10(a) above. Neither IONA PLC nor IONA Inc. shall, without theprior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee orenter into any settlement or compromise which (i) includes an admission of fault of Indemnitee or(ii) does not include, as an unconditional term thereof, the full release of Indemnitee from allliability in respect of such Proceeding, which release shall be in form and substance reasonablysatisfactory to Indemnitee. This Section 10(b) shall not apply to a Proceeding brought byIndemnitee pursuant to Section 17 below.(c) Indemnitee’s Right to Counsel. Notwithstanding the provisions of Section 10(b)above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s CorporateStatus, (i) Indemnitee reasonably concludes that he or she may have separate defenses orcounterclaims to assert with respect to any issue which may not be consistent with the position ofother defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interestexists between Indemnitee and either IONA PLC, IONA Inc. or both, or (iii) if both IONA PLC andIONA Inc. fails to assume the defense of such proceeding in a timely manner, Indemnitee shall beentitled to be represented by a separate legal counsel of Indemnitee’s choice at the expense ofIONA PLC and/or IONA Inc.     11. Determination of Right to Indemnification. In the event that IONA PLC and IONAInc. contend that indemnification is not required hereunder with respect to any
6

 
Indemnifiable Amounts, Indemnitee shall be entitled to select one of the following forums to hearIONA PLC’s and IONA Inc.’s claim that indemnification is not required, and IONA PLC and IONA Inc.shall indemnify Indemnitee for all Indemnifiable Amounts unless, and only to the extent that, theforum selected by Indemnitee as described below proves by clear and convincing evidence that suchindemnification is not required by this Agreement or otherwise: (i) A quorum of IONA PLC’s Board of Directors that are not parties to the Proceeding forwhich indemnification is sought;  (ii) Legal counsel selected by the Indemnitee, and reasonably approved by IONA PLC’s Board ofDirectors; or  (iii) A panel of three (3) arbitrators, one of whom is selected by IONA PLC and IONA Inc., oneof whom is selected by Indemnitee and the third of whom is selected by the two(2) arbitrators so selected.(a) As soon as practicable, and in no event later than thirty (30) days after written noticeof the Indemnitee’s choice of forum, there shall be submitted to such forum the claim that theIndemnitee is not entitled to indemnification, and IONA PLC and IONA Inc. shall act in good faithto ensure the Indemnitee has a reasonable opportunity to defend against such claim. Notwithstandinga determination by the selected forum that Indemnitee is not entitled to indemnification withrespect to a specific Proceeding, Indemnitee shall have the right to apply to any court ofcompetent jurisdiction for the purpose of enforcing this Agreement.(b) Notwithstanding any other provision of this Agreement to the contrary, IndemnifiableAmounts shall include all Expenses incurred by Indemnitee in connection with any Proceedingpursuant to this Section 11 involving Indemnitee and all Expenses incurred by Indemnitee involvingthe interpretation or enforcement of this Agreement unless a court of competent jurisdiction findsthat each of the claims and/or defenses of the Indemnitee in any such Proceeding was frivolous ormade in bad faith.     12. Representations and Warranties of the Company. IONA PLC and IONA Inc. hereby,jointly and severally, represent and warrant to Indemnitee as follows:(a) Authority. Each of IONA PLC and IONA Inc. has all necessary power and authorityto enter into, and be bound by the terms of, this Agreement, and the execution, delivery andperformance of the undertakings contemplated by this Agreement have been duly authorized by it.(b) Enforceability. This Agreement, when executed and delivered by the Company inaccordance with the provisions hereof, shall be a legal, valid and binding obligation of each ofIONA PLC and IONA Inc., enforceable against it in accordance with its terms, except as suchenforceability may be limited by
7

 
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting theenforcement of creditors’ rights generally.     13. Insurance. IONA PLC hereby covenants that, so long as Indemnitee shall haveCorporate Status, subject to the last sentence of this Section, the Company shall immediatelyobtain and maintain in full force and effect directors’ and officers’ insurance in reasonableamounts from established and reputable insurers. For so long as Indemnitee shall remain the interimchief financial officer or any other officer of IONA PLC and with respect to any such priorservice, in all policies of director and officer liability insurance, Indemnitee shall be named asan insured in such a manner as to provide Indemnitee the same rights and benefits as are affordedto the most favorably insured of IONA PLC’s officers and directors. Notwithstanding the foregoing,neither IONA PLC nor IONA Inc. shall have any obligation to obtain or maintain directors’ andofficers’ insurance if it determines in good faith that such insurance is not reasonably available,if the premium costs for such insurance are disproportionate to the amount of coverage provided, orif the coverage provided by such insurance is limited by exclusions so as to provide aninsufficient benefit.     14. Contract Rights Not Exclusive. The rights to payment of Indemnifiable Amounts andadvancement of Indemnifiable Amounts provided by this Agreement shall be in addition to, but notexclusive of, any other rights which Indemnitee may have at any time under applicable law, theArticles, or any other agreement, vote of stockholders or directors (or a committee of directors),or otherwise. To the extent that a change in applicable law (whether by statute or judicialdecision) permits greater indemnification by agreement that would be afforded currently under thisAgreement, the Articles or applicable law, it is the intent of the parties that Indemnitee enjoy,by this Agreement, the greater benefits so afforded by such change.     15. Successors. This Agreement shall be (a) binding upon all successors and assignsof IONA PLC and/or IONA Inc. (including any transferee of all or a substantial portion of thebusiness, stock and/or assets thereof and any direct or indirect successor by merger orconsolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefitof the heirs, personal representatives, executors and administrators of Indemnitee. This Agreementshall continue for the benefit of Indemnitee and such heirs, personal representatives, executorsand administrators after Indemnitee has ceased to have Corporate Status.     16. Subrogation. In the event of any payment of Indemnifiable Amounts under thisAgreement, IONA PLC and/or IONA Inc. shall be subrogated to the extent of such payment to all ofthe rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shalltake, at the request of IONA PLC, IONA Inc. or both, all actions reasonably requested by IONA PLCor IONA Inc. necessary to secure such rights, including the execution of such documents as arenecessary to enable IONA PLC, IONA Inc. or both to bring suit to enforce such rights.
8

 
     17. Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement, or any clause thereof, shall be determined by a court of competentjurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clauseshall be limited or modified in its application to the minimum extent necessary to make suchprovision or clause valid, legal and enforceable, and the remaining provisions and clauses of thisAgreement shall remain fully enforceable and binding on the parties.     18. Indemnitee as Plaintiff. Except as provided in the next sentence, Indemniteeshall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Amountswith respect to any Proceeding brought by Indemnitee against IONA PLC or IONA Inc., any Entitycontrolled by IONA PLC or IONA Inc., any director or officer thereof, or any third party (otherthan counterclaims by the Indemnitee in connection with any Proceeding subject to Section 3hereof), unless the Board of Directors of IONA PLC has consented to the initiation of suchProceeding. This Section 18 shall not apply to counterclaims or affirmative defenses asserted byIndemnitee in an action brought against Indemnitee.     19. Modifications and Waiver. No supplement, modification or amendment of thisAgreement shall be binding unless executed in writing by each of the parties hereto. No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute a waiver of any otherprovisions of this Agreement (whether or not similar), nor shall such waiver constitute acontinuing waiver.     20. General Notices. All notices, requests, demands and other communicationshereunder shall be in writing and shall be deemed to have been duly given (a) whendelivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, (c) ifmailed by certified or registered mail with postage prepaid, on the third business dayafter the date on which it is so mailed, or (d) if sent by reputable overnight carrier, onthe day upon which delivery is confirmed by such carrier:
9

 
   (i) If to Indemnitee, to:     Robert C. McBride  20 McNeil Circle  Hopkinton, MA 01748   (ii) If to IONA PLC, to:     IONA Technologies PLC  The IONA Building  Shelbourne Road  Dublin 4 Ireland  Attn: General Counsel   (ii) If to IONA Inc., to:     IONA Technologies, Inc.  200 West Street  Waltham, MA 02451  Attn: General Counselor to such other address as may have been furnished in the same manner by any party to the others.     21. Governing Law; Consent to Jurisdiction; Service of Process. This Agreement shallbe governed by and construed in accordance with the laws of the State of Delaware without regard toits rules of conflict of laws; provided, however, that, any determination of Indemnitee’sentitlement to indemnification from IONA PLC under this Agreement shall be governed by andconstrued in accordance with the laws of Ireland without regard to its rules of conflict of laws.Each of IONA PLC, IONA Inc. and the Indemnitee hereby irrevocably and unconditionally consents tosubmit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and thecourts of the United States of America located in the Commonwealth of Massachusetts for anylitigation arising out of or relating to this Agreement and the transactions contemplated hereby(and agrees not to commence any litigation relating thereto except in such courts), waives anyobjection to the laying of venue of any such litigation in the aforementioned Courts and agrees notto plead or claim that such litigation brought therein has been brought in an inconvenient forum.Each of the parties hereto agrees that service of process may be made on such party (a) in personwheresoever located or (b) by prepaid certified mail with a proof of mailing receipt validated bythe United States Postal Service constituting evidence of valid service. Service made pursuant to(a) or (b) above shall have the same legal force and effect as if served upon such party personallywithin the nation or State where litigation is commenced.[signature page follows]
10

 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year firstabove written.         IONA TECHNOLOGIES PLC