<PAGE>   1
                                                                     EXHIBIT 3.8

                             DATED 31ST AUGUST 1999







                               MADGE NETWORKS N.V.

                                       and

                                   OLICOM A/S




                    ----------------------------------------

                       Agreement for the Sale and Purchase
               of assets relating to Olicom's token ring business

                    ----------------------------------------












                                   Bird & Bird
                                 90 Fetter Lane
                                 London EC4A 1JP
                               Tel: 0171-415 6000
                               Fax: 0171-415 6111
                              Ref: DXK/NXB/MADGE.5



<PAGE>   2

                                    CONTENTS

<TABLE>
<S>                                                                                                            <C>
1.       DEFINITIONS AND INTERPRETATION..........................................................................1

2.       SALE OF THE ASSETS.....................................................................................10

3.       CONSIDERATION..........................................................................................12

4.       .........................................................................................................

5.       COMPLETION.............................................................................................13

6.       TRANSFERRING EMPLOYEES.................................................................................14

7.       APPORTIONMENT..........................................................................................15

8.       WARRANTIES.............................................................................................16

9.       COVENANTS BY THE SELLER................................................................................17

10.      POST-COMPLETION OBLIGATIONS............................................................................19

11.      TRANSITION.............................................................................................19

12.      INTELLECTUAL PROPERTY RIGHTS...........................................................................20

13.      ANNOUNCEMENTS AND CONFIDENTIALITY......................................................................23

14.      COSTS..................................................................................................24

15.      ASSIGNMENT.............................................................................................24

16.      GENERAL................................................................................................25

17.      APPLICABLE LAW AND JURISDICTION........................................................................26

18.      NOTICES................................................................................................26

         SCHEDULE 1
         .........................................................................................................
         SCHEDULE 2
         .........................................................................................................
         SCHEDULE 3
         .........................................................................................................
         SCHEDULE 4
         .........................................................................................................
</TABLE>



<PAGE>   3

<TABLE>
<S>                                                                                                            <C>
         SCHEDULE 5
         .........................................................................................................
         SCHEDULE 6
         .........................................................................................................
         SCHEDULE 7
         .........................................................................................................
         SCHEDULE 8
         .........................................................................................................
         SCHEDULE 9
         .........................................................................................................
         SCHEDULE 10
         .........................................................................................................
         SCHEDULE 11
         .........................................................................................................
         SCHEDULE 12
         .........................................................................................................
         SCHEDULE 13
         .........................................................................................................
         ANNEX 1
         .........................................................................................................
         ANNEX 2
         .........................................................................................................
</TABLE>



<PAGE>   4

THIS AGREEMENT is made on 31st August 1999

BETWEEN

(1)      MADGE NETWORKS NV a company organized under the laws of the Netherlands
         whose registered office is at Transpolis Schipol Airport, Polaris
         Avenue 23, 2132 JH Hoofdorp, the Netherlands (the "BUYER"); and

(2)      OLICOM A/S, a company incorporated in Denmark, whose principal office
         is at Nybrovej 114, DK-2800 Lyngby, Denmark (the "SELLER").

BACKGROUND

A.       The Seller and its subsidiaries carry on the Business which involves
         the use of the Assets.

B.       The Seller wishes to sell and (as appropriate) will procure that its
         subsidiaries will sell and the Buyer wishes to buy the Assets.

OPERATIVE PROVISIONS

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement and the Schedules, the following terms shall have the
         following meanings unless otherwise stated:

         "ACCOUNTS" means the audited consolidated balance sheet of the Seller
         and the audited profit and loss account of the Seller and its
         subsidiaries for the year ended on the Accounts Date, together in each
         case with the related notes, directors' report and auditor's report;

         "ACCOUNTS DATE" means 31 December 1998;

         "AGREED FORM" means in the form agreed between the Seller and the Buyer
         and initialed by each of them or their representatives before execution
         of this Agreement, with any amendments which they subsequently agree in
         writing;

         "ASSETS" means all the assets and rights owned by the Seller or other
         members of the Seller's Group relating to the Business as described in
         clause 2 and includes, where the context permits, each or any of them;

         "ASSIGNED CONTRACTS" means the contracts listed in the Third Schedule
         to the IPR Agreement and any Contracts which become Assigned Contracts
         after the Completion Date pursuant to paragraph 2.1 of Schedule 6;



                                       1
<PAGE>   5

         "ASSUMED LIABILITIES" means:

         (a)      all liabilities of the Seller in respect of obligations
                  falling due for performance or satisfaction after the
                  Completion Date (or in respect of contracts assigned pursuant
                  to paragraph 2.1 of Schedule 6, after the date of assignment
                  of such contracts) in respect of contractual or other
                  obligations of the Seller relating to the Assets to the extent
                  disclosed or identifiable from the written terms of any of the
                  Disclosure Documents, but not including (i) any liabilities in
                  respect of express or implied warranties given by any member
                  of the Seller's Group if not included in the Assumed Warranty
                  Obligations and (ii) any liabilities specifically excluded
                  pursuant to the terms of this Agreement or the Intellectual
                  Property Rights Agreements and (iii) any liabilities relating
                  to the Distribution Contracts which are included solely for
                  the purpose of the Inventory Agreement;

         (b)      all liabilities of the Seller in respect of Assumed Warranty
                  Obligations; provided that the Seller shall indemnify the
                  Buyer's Group against all costs and liabilities incurred by
                  the Buyer's Group in connection with warranty claims
                  associated with any latent and material defects discovered
                  within a period of one year from the Completion Date in
                  products sold by the Seller before the Completion Date; and

         (c)      all liabilities of the Seller in relation to the Transferring
                  Employees to the extent that such liabilities relate to the
                  period after the Completion Date;

         (d)      all liabilities of the Seller in relation to the Call Off and
                  Scheduled Orders to the extent that performance falls due from
                  the sixth day after the Completion Date;

         "ASSUMED WARRANTY OBLIGATIONS" means

         (a)      Warranty Obligations relating to Transferred Products other
                  than those liabilities retained by the Seller pursuant to
                  Schedule 10 (Technical Support) and other than Warranty
                  Obligations associated with latent and material product
                  defects in products sold by the Seller before the Completion
                  Date; and

         (b)      Warranty Obligations the Buyer has elected in writing to
                  perform in relation to Discontinued Products pursuant to
                  Paragraph 1.15 of Schedule 6 to the extent stated in that
                  clause and in relation to Discontinued RMA Stock pursuant to
                  paragraph 8 of Schedule 7 to the extent stated in that clause.

         "BUSINESS" means the business of the Seller and other members of the
         Seller's Group involving the design, manufacture, distribution and sale
         of Token Ring Products as carried out by the Seller at Completion;

         "BUSINESS DAY" means a day (excluding Saturday, Sunday, Christmas Day
         or New Year's Day) which is also a day on which clearing banks in New
         York and Copenhagen are open for the conduct of banking business;



                                       2
<PAGE>   6

         "BUSINESS INFORMATION" means:

         (a)      all information, know-how and techniques (whether or not
                  confidential and in whatever form held) owned by the Seller
                  and members of the Seller's Group (including correspondence
                  relating to the Contracts) and which relates to all or any
                  part of the Business or the Assets;

         (b)      all information held by the Seller relating to the supply of
                  CCU products to customers of the Seller including without
                  limitation, the names and addresses of customers, the
                  type/model of CCU product supplied and the date of supply);

         (c)      all information held by the Seller relating to the warranty
                  cards completed by Customers (including without limitation,
                  the names and addresses of' customers who have completed
                  warranty cards, the Token Ring Product supplied and the date
                  of supply.

         "BUYER'S GROUP" means the Buyer and each of its subsidiaries, its
         holding company and any subsidiaries of its holding company, including
         any entity, which had it been formed and registered as a company in
         England and Wales would have fallen within this definition;

         "BUYER'S SOLICITORS" means Bird & Bird, 90 Fetter Lane, EC4A 1JP;

         "BUYER'S YEAR 2000 STATEMENT" means the statements made on the Buyer's
         website under the heading "Madge Networks Token Ring and ATM Year 2000
         Compliance Test Room Report (Issues)" dated July 1999, a complete and
         accurate copy of which is contained in Schedule 11;

         "CALL OFF AND SCHEDULED ORDERS" means any order in the order book of
         the Seller that has not been shipped by the end of the fifth day after
         Completion

         "CLAIM" means any claim for breach of Warranties;

         "CLEARSIGHT" means OC8000 Clearsight for Open View v 10.3 (w/HP OV
         D.03) and Clearsight for Open View NNM/NT v 10.3;

         "COMPLETION" means completion of the sale and purchase of the Assets
         pursuant to this Agreement and in accordance with Clause 5;

         "COMPLETION DATE" means the date on which Completion occurs;

         "CONTRACTS" means the End User Contracts, the Maintenance Contracts,
         the Supplier Contracts and the OEM Contracts;

         "CUSTOMER" means any person who has directly or indirectly purchased
         Token Ring Products from any member of the Seller's Group at any time
         on or before Completion;



                                       3
<PAGE>   7

         "DATABASE" means the database containing details of all Customers;

         "DISCONTINUED PRODUCTS" means Token Ring Products manufactured or
         supplied by the Seller prior to Completion which at the sole discretion
         of the Seller have been discontinued prior to Completion as listed in
         Part B of Schedule 8;

         "DISCONTINUED RMA STOCK" means RMA Stock manufactured or supplied by
         the Seller which at the sole discretion of the Seller has been
         discontinued prior to Completion;

         "DISTRIBUTION CONTRACTS" means those contracts between members of the
         Seller's Group and distributors relating to the Business relating to
         the supply of goods or equipment or the provision of maintenance or
         other services which are listed in Part C of Schedule 1;

         "DISCLOSURE DOCUMENTS" means the documents attached as annexure 1
         initialed by or on behalf of the parties and listed in the index of
         disclosure documents set out in Schedule l4;

         "EMPLOYMENT REGULATIONS" means the Acquired Rights Directive
         (77/187/EEC as it is applied in each member state of the European Union
         in which employees employed in the Business are based including,
         without limitation, the United Kingdom, Austria, Denmark, France,
         Germany, Spain, Norway, Sweden or such analogous legislation in any
         other country in which employees employed in the Business are based
         including, without limitation the United States of America, Japan,
         Poland;






         "END USER CONTRACTS" means the contract dated 22 June 1999 between
         Olicom Inc. and the State of Ohio and the contract dated 20 November
         1995 between the Seller and State Farm Mutual Automobile Insurance
         Company;

         "EQUIPMENT" means all moveable equipment and tooling used for research
         and development, manufacture and repair and maintenance services in
         connection with the Business as described in Part A of Schedule 1;






         "FINANCIAL INFORMATION" means the financial information contained in
         the documents referred to in 9.1 and 9.2 of the Disclosure Documents;

         "GOODWILL" means the goodwill associated with the Business with the
         exclusive right to carry on the Business in succession to the Seller
         and other members of the Seller's Group



                                       4
<PAGE>   8

         under the name "Olicom" (subject to license from Olivetti with regard
         to the use of the wordmark and trademark "Olicom") and the right for
         the Buyer to represent itself as carrying on business in succession to
         the Seller provided that:

         (a)      the Seller and the Seller's Group shall retain the right to
                  use the wordmark and trademark "Olicom" in connection with any
                  part of any business other than the Business;

         (b)      the Buyer shall not be entitled to use the word "Olicom" as
                  any part of its corporate name;

         "INTELLECTUAL PROPERTY RIGHTS AGREEMENTS" means the following
         agreements in the Agreed Forms to be made between the Seller and the
         Buyer at Completion relating to the transfer to the Buyer of certain
         intellectual property rights and other know-how connected with the
         Business owned by or licensed to the Seller or member of the Seller's
         Group:

         (a)      IPR Agreement,

         (b)      Assignment of Trade Marks;

         (c)      Assignment of Patent Applications;

         (d)      Trade Mark License;

         (e)      Patent License;

         "INTELLECTUAL PROPERTY RIGHTS" or "IPR" means patents, trademarks,
         service marks. trade names, design rights, copyright (including rights
         in computer software), rights in know-how and all other intellectual
         property rights, in each case whether registered or unregistered and
         including applications for the grant of such rights and all rights or
         forms of protection having equivalent or similar effect anywhere in the
         world provided such are in connection with the Business;

         "INVENTORY" has the meaning given in the Inventory Agreement;

         "INVENTORY AGREEMENT" means the agreement in the Agreed Form to be made
         between the Seller and the Buyer at Completion relating to the
         valuation of and the parties' rights and obligations with regard to the
         product inventory of the Seller's Group relating to the Business;








                                       5
<PAGE>   9

         "MADGE CLARIFY SYSTEM" means Madge's Oracle system database in which
         Madge logs certain details relating to problems reported by Madge
         customers relating to products it has supplied;

         "MADGE DATABASE" means the database to be agreed between the parties
         pursuant to clause 4 of Schedule 6 containing details of whom the
         Seller exclusively supplied Token Ring Products on or before the
         Completion Date;

         "MAINTENANCE CONTRACTS" means those contracts between members of' the
         Seller's Group and customers in connection with the Business for the
         maintenance of the Seller's Token Ring Products which are listed in
         Part C of Schedule 1;




         "NON-TRANSFERRING EMPLOYEES" means those employees of the Seller and
         other members of the Seller's Group employed (and any person who may
         claim to be so employed) in connection with the Business but who are
         not Transferring Employees;

         "OEM CONTRACTS" means the contracts made between Olicom and certain
         manufacturers listed in Part C of Schedule 1;

         "OLICOM DATABASE" means the database to be agreed between the parties
         pursuant to clause 4 of Schedule 6, containing details of any person to
         whom the Seller supplied products other than Token Ring Products on or
         before the Completion Date;

         "OLICOM LOTUS NOTES SYSTEM" means the Seller's Lotus Notes system
         database in which the Seller logs certain details relating to problems
         reported by the Seller's customers relating to Token Ring Products it
         has supplied;

         "PARTIES" means the parties to this Agreement;

         "PERIOD 1" shall bear the meaning given to it in paragraph 1 of the
         Technical Support Schedule;

         "PERIOD 2" shall bear the meaning given to it in paragraph 1 of the
         Technical Support Schedule;

         "PERMITS" means all licenses, consents, permits and authorizations
         issued by any competent governmental or regulatory body and which are
         held by any member of the Seller's Group in connection with the
         Business and which are listed in Part A of Schedule 1;

         "QUARTER" means each complete period of three months ending on 30
         September, 31 December, 31 March and 30 June;



                                       6
<PAGE>   10

         "RECORDS" means all lists of Customers, current reports, price lists,
         cost records, catalogues, records relating to the Transferring
         Employees and all other records. documents and files relating to the
         Business or any of the Assets;

         "RMA STOCK" means new or refurbished inventory suitable for shipment to
         customers in replacement of Token Ring Products under warranty,
         returned by customers as listed in Part C of Schedule 8;



         "SELLER'S GROUP" means the Seller and each of its subsidiaries, its
         holding company and any subsidiaries of its holding company, including
         any entity which had it been formed and registered as a company in
         England and Wales would have fallen within this definition;

         "SELLER'S SOLICITORS" means Bech-Bruun & Trolle of Norre Farimagsgade
         3, DK-1364 Copenhagen K, Denmark;

         "SUPPLIER CONTRACTS" means those contracts entered into on or prior to
         the Completion Date by or on behalf of the Seller or other members of
         the Seller's Group for the supply or sale of components and other goods
         to the Seller in connection with the Business which are listed in Part
         C of Schedule 1;

         "TAX" means all forms of taxation, duties, imposts, levies,
         withholdings or liability imposed whether in the United Kingdom or
         elsewhere and shall further include any penalty, fine or surcharge or
         interest payable in addition to or in connection with it;

         "TECHNICAL SUPPORT PERIOD" shall bear the meaning given to it in the
         Technical Support Schedule;

         "TECHNICAL SUPPORT SCHEDULE" means Schedule 10 to this Agreement;

         "TECHNICAL SUPPORT SERVICES" means the technical support services which
         the Seller will provide to the Buyer in respect of the Transferred
         Products in accordance with the Technical Support Schedule;

         "TOKEN RING INTERFACE" means a local area network interface
         implementing and operating substantially in accordance with the IEEE
         802.5 family of standards (including 100Mbit/s, and DTR functions)
         including, without limitation, an interface implementing either token
         ring end station or hub or switch functions;

         "TOKEN RING PRODUCTS" means subject to clause 1.8;

         (i)      networking products (including, but not limited to, network
                  interface cards, local area network hubs, local area network
                  switches and routers) having one or more Token Ring
                  Interfaces; and



                                       7
<PAGE>   11

         (ii) network management software required to configure or control such
         products,

         provided that where a product is modular consisting of a number of
         customer or field replaceable units then only the customer or field
         replaceable unit within that product having a Token Ring Interface (and
         associated network management software) shall be treated as a Token
         Ring Product. (As an example, only the token ring interface module with
         a combined Ethernet/token ring local area network switch shall be
         treated as a Token Ring Product). However, an add-in module solely used
         to extend the functions of a Token Ring Product shall also be
         considered a Token Ring Product even if it does not implement a Token
         Ring Interface (as an example, an ATM uplink module for a token ring
         switch shall be treated as a Token Ring Product) and Token Ring Product
         shall have a corresponding meaning;

         "TOKEN RING SERVICES" means maintenance and support services relating
         to Token Ring Products;

         "TRANSFERRING EMPLOYEES" means those individuals employed by the Seller
         and members of the Seller's Group and named in Part B of Schedule 1 or
         any person transferred after the Completion Date pursuant to clause
         6.4;

         "TRANSFERRED PRODUCTS" means Token Ring Products manufactured or
         supplied by the Seller prior to Completion and listed in Part A of
         Schedule 8;

         "TRANSITION SCHEDULE" means Schedule 9 to this Agreement;

         "UNRELEASED PRODUCTS" means Token Ring Products developed or in the
         process of, development by the Seller prior to Completion (whether or
         not such development has resulted in a usable Token Ring Product) which
         have not been manufactured or supplied on a commercial basis prior to
         Completion;

         "VAT" means value added tax;

         "WARRANTIES" means the warranties on the part of the Seller contained
         in Clause 8 and Schedule 3 of this Agreement and clause 8 of the IPR
         Agreement;

         "WARRANTY OBLIGATIONS" means those obligations of any member of the
         Seller's Group in relation to:

         (a)      written warranties given to Customers, re-sellers or
                  distributors concerning products supplied to such persons in
                  connection with the Business to the extent that an accurate
                  copy of the document containing the relevant warranty is
                  contained in the Disclosure Documents; or

         (b)      warranties implied by any applicable law or by industry
                  practice to the extent that Token Ring Products designed,
                  manufactured, or supplied by the Buyer on or before the date
                  of' this Agreement are subject to substantially the same
                  implied warranties,



                                       8
<PAGE>   12

         but does not include any liabilities in respect of claims for warranty
         work to be performed which have been notified in writing by a Customer
         or a reseller or distributor to any member of the Seller's Group on or
         before the Completion Date or any liability arising from or in
         connection with any express or implied warranty that a product is Year
         2000 Compliant;

         "YEAR 2000 COMPLIANT" shall have the meaning given in the statements
         made on the Seller's website under the heading "The Year 2000
         Challenge" as at 12 August 1999, a complete and accurate copy of which
         is set out in the Disclosure Documents;

         "YEAR 2000 CONFORMITY" shall have the meaning as set out in the Buyer's
         Year 2000 Statement;

         "YEAR 2000 REPORT" means the report by Century Technology Services Inc.
         on evaluating the Year 2000 effects on the business of the Seller, a
         complete and accurate copy of which is available in the Disclosure
         Documents.

1.2      In this Agreement, unless expressly stated otherwise:

         (a)      a reference to a person or people includes a reference to any
                  entity which has legal personality by the law of any
                  applicable country or territory;

         (b)      a reference to a statute or ordinance or a provision of a
                  statute or ordinance includes a reference to any amendment, or
                  re-enactment of it, any subordinate legislation (as defined in
                  s.21(1) Interpretation Act 1978 or other applicable law) made
                  under it and any previous statute or provision re-enacted by
                  it, including, without limitation, orders in council, orders
                  and any subordinate legislation to such orders, in any case
                  before or after the date of this Agreement except to the
                  extent that any amendment, re-enactment or subordinate
                  legislation coming into force after the date of this Agreement
                  would increase or extend the liability of any party to this
                  Agreement to any other party under this Agreement;

         (c)      a reference to a clause, schedule or to the parties is to a
                  clause or schedule or the parties of or to this Agreement, and
                  a reference in any schedule to a paragraph is to a paragraph
                  of that schedule;

         (d)      a reference to any action, legal document, remedy,
                  proceedings, status or other legal concept shall, in respect
                  of any foreign jurisdiction, relate to whatever in that
                  jurisdiction most closely corresponds to the relevant English
                  term.

1.3      Headings shall be disregarded in construing this Agreement.

1.4      Any undertaking by a party not to do any act or thing includes an
         undertaking not to allow, cause or assist the doing of that act or
         thing.

1.5      The ejusdem generis rule shall not apply in the construction of this
         Agreement, and accordingly general words shall not be given a
         restrictive meaning by reason of their



                                       9
<PAGE>   13

         being followed or preceded by words indicating a particular class or
         examples of acts or matters.

1.6      References to "$" or "dollars" are to the lawful currency of the United
         States of America.

1.7      "Subsidiary" and "holding company" shall have the meanings given in
         Section 736 of the Companies Act 1985.

1.8      For the avoidance of doubt:

         (a)      routers included under Token Ring Products are not Transferred
                  Products;

         (b)      IPR associated with routers are not assigned or licensed under
                  this Agreement by the Seller to the Buyer;

         (c)      the Seller shall keep all rights to manufacture, support and
                  enhance routers that support all other technologies than Token
                  Ring;

         (d)      the Seller commits to refrain from developing, manufacturing
                  and selling routers with Token Ring ports except for the 7052
                  TR-variant and the 8012 TR-variant;

         (e)      the 7052 TR-variant and the 8012 TR-variant are subject to
                  specific end-of-life provisions specified in the IPR
                  Agreement.

2.       SALE OF THE ASSETS

2.1      On and subject to the terms of this Agreement and with effect from the
         close of business on the Completion Date the Seller shall sell, and
         shall procure the sale by each relevant member of the Seller's Group,
         and the Buyer shall or shall procure that a member of the Buyer's Group
         shall purchase the following Assets with full title guarantee free from
         all Encumbrances and together with all rights and benefits attaching or
         accruing to them:

         (a)      the Goodwill;

         (b)      the Equipment;

         (c)      the Business Information;

         (d)      the Records;

         (e)      all Intellectual Property Rights relating to the Business in
                  accordance with the terms of the Intellectual Property Rights
                  Agreements; and

         (f)      the Permits.



                                       10
<PAGE>   14

2.2      On the Completion Date, the Seller shall and shall procure that each
         member of the Seller's Group shall assign the Database to the Buyer.

2.3      The Buyer shall not be obliged to complete the purchase of' any of the
         Assets unless the purchase of all of the Assets is completed
         simultaneously.

2.4      The Buyer undertakes with effect from the Completion Date to assume and
         perform the obligations of the Seller under the Assigned Contracts in
         accordance with their terms to the extent that they are Assumed
         Liabilities and shall become entitled to the benefits of the Seller
         under the Assigned Contracts, provided that nothing in this Agreement
         shall require the Buyer to perform any obligation or satisfy any
         liability arising under the Assigned Contracts save to the extent that
         such obligations or liabilities are as stated in the Assigned
         Contracts, complete and accurate copies of which are contained in the
         Disclosure Documents, provided that in respect of any Assigned
         Contracts which are assigned pursuant to paragraph 2.1 of Schedule 6,
         references in this clause to the Completion Date shall be deemed to be
         a reference to the date of assignment of such Assigned Contract.

2.5      Following Completion the Buyer shall be responsible for discharging the
         Assumed Liabilities and shall indemnify the Seller against all actions,
         proceedings, costs, damages, claims or demands brought or made against
         the Seller in connection with the Assumed Liabilities.

2.6      Nothing in this Agreement:

         (a)      shall require the Buyer to perform any obligation or satisfy
                  any liability save to the extent that such obligation or
                  liability is an Assumed Liability or is expressly stated in
                  this Agreement;

         (b)      without prejudice to the generality of 2.6(a), shall require
                  the Buyer to perform any obligation or satisfy any liability
                  of the Seller's Group:

                  (i)      in respect of support for Discontinued Products;

                  (ii)     in respect of liabilities relating to promotional or
                           marketing offers in effect on or before the
                           Completion Date whether or not applying to the supply
                           of products and services after the Completion Date;

                  (iii)    in respect of liabilities relating to special
                           pricing, rebates, special cash incentives to
                           distributors or resellers and other similar incentive
                           payments in effect on or before the Completion Date
                           whether or not applying to the supply of products and
                           services after the Completion Date;

         (c)      shall make the Buyer liable for or impose any obligation oil
                  the Buyer in respect of any act, neglect, default or omission
                  of the Seller unless specifically stated in this Agreement.



                                       11
<PAGE>   15

2.7      The Seller shall indemnify the Buyer against all costs, claims, demands
         and liabilities in respect of all debts, liabilities and obligations
         (including, without limitation, as described in clause 2.6) asserted
         against the Buyer or any member of the Buyer's Group not included in
         Assumed Liabilities. In relation to any Third Party Claim (as defined
         in clause 3.5 of Schedule 4) for which the Buyer is entitled to seek an
         indemnity from the Seller under this clause, the Seller shall be
         entitled to take such action at its expense (including without
         limitation, settle or compromise with the Third Party) in relation to
         the Third Party, Claim as it shall in its absolute discretion decide.

2.8      The Seller shall indemnify the Buyer's Group against all costs, claims,
         demands and liabilities in respect of all debts, liabilities and
         obligations asserted against the Buyer or any member of Buyer's Group
         arising in relation to:

         (a)      any products supplied by the Seller to any third party prior
                  to the Completion Date not being Year 2000 Compliant;

         (b)      Transferred Products manufactured by the Buyer after the
                  Completion Date to the specifications used by the Seller prior
                  to the Completion Date not having Year 2000 Conformity
                  provided that:

                  (i)      the Seller shall not be liable under this clause
                           where such Transferred Products fail to have Year
                           2000 Conformity as a result of any modifications made
                           to such specifications by the Buyer; and

                  (ii)     the Seller shall not be liable under this clause
                           unless written notice of any claim is given to the
                           Seller on or before 1 April 2000.

3.       CONSIDERATION






















                                       12
<PAGE>   16





































5.       COMPLETION

5.1      Completion shall take place at the offices of the Buyer's Solicitors.
         At Completion the Seller and the Buyer shall each perform their
         respective obligations in relation to the sale and purchase of the
         Assets in accordance with Parts A and B of Schedule 2.

5.2      The Seller shall continue to carry on the Business for its own benefit
         and at its own risk up to the close of business on the Completion Date
         at which time the Assets shall be transferred to the Buyer.



                                       13
<PAGE>   17

5.3      If on the Completion Date the Seller fails to comply with any of the
         provisions of' Schedule 2 but shall be able to comply with all of the
         provisions of Schedule 2 within no more than twenty Business Days, the
         Seller may by notice to the Buyer postpone Completion by up to twenty
         Business Days provided that the Seller shall not be able to postpone
         Completion more than once.

5.4      If on the postponed Completion Date either party fails to comply with
         any of the provisions of Schedule 2, the other party may by notice to
         the party in default:

         (a)      terminate this Agreement; or

         (b)      proceed to Completion, in which case the party in default
                  shall be obliged to fulfill those of its obligations under
                  Schedule 2 as it is then able and to fulfill any unfulfilled
                  obligations under Schedule 2 on any later date specified in
                  the notice.

5.5      Beneficial ownership and risk in respect of the Assets shall pass to
         the Buyer from the close of business on the Completion Date at which
         time the Assets shall be transferred to the Buyer.

5.6      Neither the Buyer nor the Seller shall be entitled to rescind or
         repudiate this Agreement or any other agreement in the Agreed Form
         referred to in Schedule 13 for any reason unless expressly stated or
         for fraudulent misrepresentation whether before or after Completion.

6.       TRANSFERRING EMPLOYEES


























                                       14
<PAGE>   18























7.       APPORTIONMENT









7.2      All periodical sums receivable in respect of the Assets (including, but
         not limited to, license fees and other similar sums) shall be
         apportioned between the Seller and the Buyer on a time basis so that
         such part of the relevant periodical sums as is attributable to the
         period ending on and including the Completion Date shall be for the
         benefit of the Seller and such part of the relevant periodical sums as
         is attributable to the period commencing on the day following the
         Completion Date shall be for the benefit of the Buyer. However, any
         part of such license fees or other sums received by the Seller or
         Buyer, which represent VAT chargeable on the amount received by the
         Seller or Buyer shall (as relevant) be paid in full to or retained in
         full by the party which is required to account to the relevant
         authority for VAT on such.

7.3      The Seller and the Buyer shall indemnify each other from and against
         any actions, proceedings, damages, costs, claims and demands arising
         from or in connection with the



                                       15
<PAGE>   19

         charges or outgoings apportioned pursuant to clause 7.1 and any failure
         to discharge them.

7.4      All payments due from one party to the other pursuant to this clause 7
         shall be paid within five Business Days after the end of each month
         after the Completion Date in respect of amounts accruing during that
         month. Each party shall provide the other with appropriate evidence of
         the calculation of such amounts.

8.       WARRANTIES

8.1      SELLER'S WARRANTIES

         (a)      The Seller warrants to the Buyer in the terms of the
                  Warranties.

         (b)      The Warranties are given subject only to matters disclosed in
                  the Disclosure Documents meaning that the Seller shall not
                  have any liability for any Claim based on any fact, matter, or
                  circumstance having been disclosed in this Agreement or by the
                  Disclosure Documents.






         (d)      Each of the Warranties shall be separate and independent and,
                  save as expressly provided, shall not be limited by reference
                  to any other Warranty or any other provision in this
                  Agreement.

         (e)      The Seller agrees with the Buyer (for itself and as trustee
                  for each of the Transferring Employees):

                  (i)      that the giving by any Transferring Employee to the
                           Seller or its respective agents or advisers of any
                           information or opinion in connection with the
                           Warranties or any of the other agreements to be
                           entered into pursuant to this agreement or other-wise
                           in relation to the Business shall not be deemed to be
                           a representation, warranty or guarantee to the Seller
                           of the accuracy of such information or opinion;

                  (ii)     to waive any right or claim which it may have against
                           any Transferring Employee or for any error, omission
                           or misrepresentation in any such information or
                           opinion save for any such right or claim based on
                           gross negligence or willful conduct; and

                  (iii)    that any such right or claim shall not constitute a
                           defense to any claim by the Seller under or in
                           relation to this agreement (including the Warranties)
                           or any of the other agreements to be entered into
                           pursuant to this



                                       16
<PAGE>   20

                           agreement save for any such right or claim based on
                           gross negligence or willful conduct.

         (f)      Part A of Schedule 4 shall apply to limit or exclude in
                  accordance with its terms, any liability which the Seller
                  might otherwise have in respect of a breach of the Warranties,
                  provided that (a) the provisions of Part A of Schedule 4 shall
                  not apply to any such liability in circumstances of fraud by
                  or on behalf of the Seller; or (b) the provisions of paragraph
                  2 of Schedule 4 shall not apply in circumstances of willful
                  non-disclosure by or on behalf of the Seller. References in
                  Schedule 4 to the Buyer and the Seller shall (apart from
                  paragraph 3.15 of Part A and paragraph 10 of Part B) be deemed
                  to be references to the Buyer's Group and the Seller's Group
                  respectively.

         (g)      The Warranties shall continue in full force and effect
                  notwithstanding Completion.

8.2      BUYER'S WARRANTIES

         (a)      The Buyer warrants that:

                  (i)      it has the requisite power and authority to enter
                           into and perform this Agreement and the agreements to
                           be entered into pursuant to it.

                  (ii)     it does not require the consent, approval or
                           authority of any other person to enter into or
                           perform its obligations under this Agreement.

                  (iii)    the execution and delivery of and the performance by
                           the Buyer of its obligations under this Agreement and
                           the agreements to be entered into pursuant to it will
                           not:

                           (A)      be or result in a breach of, or constitute a
                                    default under, any agreement, instrument or
                                    arrangement to which the Buyer is a party or
                                    by which the Buyer is bound; or

                           (B)      be or result in a breach of any order,
                                    judgement or decree of any court or
                                    governmental agency to which the Buyer is a
                                    party or by which the Buyer or the Business
                                    is bound; or

                           (C)      be or result in a breach of any of the
                                    provisions of the memorandum or articles of
                                    association of the Buyer.

9.       COVENANTS BY THE SELLER







                                       17
<PAGE>   21


































9.2


















                                       18
<PAGE>   22

POST-COMPLETION OBLIGATIONS

10.1     The Seller shall, and shall procure that members of the Seller's Group
         shall after Completion comply with Schedule 6 and the Technical Support
         Schedule.

10.2     The Buyer shall, and shall procure that member's of the Buyer's Group
         shall after Completion comply with Schedule 7 and the Technical Support
         Schedule.

11.      TRANSITION

11.1     GENERAL

         (a)      The Seller shall, and shall procure that members of the
                  Seller's Group shall after Completion use all reasonable
                  endeavours to comply with the Transition Schedule and to carry
                  into effect the matters referred to in it.

         (b)      The Buyer shall, and shall procure that members of the Buyer's
                  Group shall after Completion use all reasonable endeavors to
                  assist, make timely management and operational decisions, give
                  advice, answer queries, conduct any audits (as defined in the
                  Transition Schedule) as may be reasonably required by the
                  Seller and allocate relevant resources in order to carry into
                  effect the matters referred to in the Transition Schedule.

         (c)      The Seller agrees to provide at no cost to the Buyer a
                  translation of any Technical Documents (as defined in the IPR
                  Agreement) transferred in connection with this Agreement after
                  the Completion Date which are not in the English language
                  provided that where the Seller has any documents that are not
                  in the English language which are translations of documents
                  originally in the English language it shall not be obliged to
                  provide a translation.

         (d)      The Seller agrees to use its reasonable endeavours to transfer
                  or to make arrangements to transfer to the Buyer all rights
                  related to the electronic identity and address ranges (IEEE)
                  embedded in the Transferred Products.





         (f)      The Seller undertakes with the Buyer that it will not grant a
                  sub-lease relating to any sales offices occupied by it on or
                  before the Completion Date without (a) first giving the Buyer
                  written notice and allowing it 21 Business Days from the date
                  of service of such notice to state in writing whether it
                  wishes to take the sub-lease; and (b) if the Buyer wishes to
                  negotiate the terms of such sublease in good faith with the
                  Buyer provided that, if such terms have not been agreed within
                  a period of 30 Business Days after they commence, the Seller
                  shall be free to enter into a



                                       19
<PAGE>   23

                  sub-lease relating to that office with any other person on no
                  more favorable terms to the sub-tenant.

12.      INTELLECTUAL PROPERTY RIGHTS

12.1     GENERAL

         (a)      All intellectual property rights (including patents,
                  registered designs, unregistered designs, copyrights,
                  technical information or know how and similar rights
                  worldwide) arising in the course of or as a consequence of the
                  Seller undertaking development work under the Transition
                  Schedule shall belong to the Buyer. Without prejudice to the
                  above, the Seller shall have a non-exclusive license to use
                  any know-how developed in the course of or as a consequence of
                  the Seller undertaking such development work for purposes not
                  related to Token Ring Products or Token Ring Services.

         (b)      Such intellectual property shall be free of all third party
                  claims of ownership and all work undertaken by the Seller in
                  which Intellectual Property Rights might arise shall be its
                  own original work.

         (c)      The Seller shall (a) forthwith communicate to the Buyer any
                  designs, discoveries, inventions or other matters potentially
                  the subject to such Intellectual Property Rights, (b) shall
                  not disclose them (or any proposals communicated to it by the
                  Buyer, which proposals it shall retain in confidence) to any
                  third party without the prior written consent of the Buyer, to
                  which they shall belong and (c) deliver all documents,
                  drawings, models, samples. prototypes and the like prepared by
                  or for the Seller in each case to the extent that such matters
                  relate to the development work under the Transition Schedule;

         (d)      Further, to the extent that full legal title to any copyright
                  so arising shall fall automatically to belong to the Buyer by
                  virtue of the above provisions the Seller shall hold such
                  right on trust for the Buyer absolutely, and shall forthwith
                  at the request of the Buyer execute or procure the execution
                  of any document required by the Buyer to vest in it (or as it
                  shall direct) the full legal title to such copyright and to
                  enable it (or its nominee) to enjoy the benefit of such right.

         (e)      The Seller agrees that it shall (and shall procure that any
                  member of the Seller's Group shall) where it has agreed under
                  the Transition Schedule to provide Business Information and
                  any other information or documentation to the Buyer, provide
                  true and accurate copies of such information on or before any
                  date stipulated or where not stipulated as soon as reasonably
                  practicable.

         (f)      If there is any conflict between the provisions of this clause
                  12.1 and the provisions of the IPR Agreement, the provisions
                  of this Agreement shall prevail.



                                       20
<PAGE>   24

12.2     DISPUTES

         (a)      In the case of any disputes between the parties as to any
                  matter arising out of or in connection with the Transition
                  Schedule or any disputes relating to the failure of any party
                  to perform an obligation under the Transition Schedule the
                  parties shall procure that the operational directors of the
                  Buyer and Seller with responsibility for the relevant area in
                  dispute shall meet to attempt in good faith to resolve the
                  dispute. The meeting shall be held within 7 days of a written
                  request from one party to the other. This request must set out
                  full details of the dispute.

         (b)      If the dispute is not resolved as a result of the meeting
                  referred to in paragraph 11.3(a), the parties will procure
                  that a meeting between the relevant senior executive of the
                  Seller and a director of the Buyer shall be held within 7 days
                  of a written request from one party to the other.

         (c)      If the dispute is not resolved as a result of the director's
                  meeting referred to in clause 12.2(b), either party may
                  propose to the other at such meeting or subsequently in
                  writing that negotiations be entered into with the assistance
                  of a neutral adviser ("the NEUTRAL ADVISER").

         (d)      Unless the parties, within 5 Business Days of a proposal under
                  clause 11.3(c), agree on the appointment of the Neutral
                  Adviser, either party may apply to the Centre for Dispute
                  Resolution at 100 Fetter Lane, London EC4A 1DD ("CEDR") to
                  recommend a non-binding procedure for the resolution of the
                  dispute and to nominate the Neutral Adviser provided always
                  that any Neutral Adviser appointed shall be an expert or have
                  at least 5 years experience in the area of the dispute
                  referred.

         (e)      The parties shall within 14 days of the appointment of the
                  Neutral Adviser meet him in order to agree a programme for the
                  exchange of' any relevant information and the structure to be
                  adopted for the negotiating session(s). If considered
                  appropriate, the parties may seek assistance from CEDR to
                  provide guidance on a suitable procedure.

         (f)      All negotiations shall be conducted in confidence and without
                  prejudice to the rights of the parties in any future
                  proceedings.

         (g)      If the parties reach agreement on the resolution of the
                  dispute, such agreement, including agreement as to the costs
                  of the parties involved in the negotiations and the reference
                  to the Neutral Adviser, shall be reduced to writing and, once
                  it is signed by each party, it shall be binding on the
                  parties. Failing agreement. either of the parties may invite
                  the Neutral Adviser to provide a non-binding but informative
                  opinion in writing. Such opinion shall not be used in evidence
                  in any proceedings commenced pursuant to the terms of this
                  Agreement without the consent of both parties. In the event of
                  failure of agreement resulting from a reference to a Neutral
                  Adviser the fees of the Neutral Adviser and of CEDR will be
                  borne equally by the parties to the dispute and each party
                  will also bear its own costs of the reference.



                                       21
<PAGE>   25

         (h)      If:

                  (a)      the parties do not agree to refer to dispute to a
                           Neutral Adviser pursuant to clause 12.3(c); or

                  (b)      the parties fail to reach agreement in the
                           negotiations with the Neutral Adviser.

         then any dispute or difference between them shall be subject to
         resolution pursuant clause 17.



                                       22
<PAGE>   26

13.      ANNOUNCEMENTS AND CONFIDENTIALITY

13.1     No announcement relating to the provisions of this Agreement or any
         matter ancillary to this Agreement shall be made by or on behalf of the
         Seller or the Buyer without the prior written approval (which shall not
         be unreasonably withheld or delayed) of the other party save as may be
         required by any legal or regulatory authority or securities exchange
         (including, without limitation, Copenhagen Stock Exchange, NASDAQ, and
         the Securities & Exchange Commission) to which the disclosing party or
         any member of its group is subject.

13.2     Nothing in clause 13.1 shall prevent the Buyer from writing to the
         customers, suppliers or employees of the Business after Completion, or
         if earlier, the date of any public announcement made with the agreement
         of the parties, notifying them of the acquisition by the Buyer of the
         Business.

13.3     The Seller shall, and shall procure that each member of the Seller's
         Group shall, keep confidential and not at any time after the date of
         this Agreement disclose or make known in any way to anyone (other than
         the Buyer) or use for its own or any other person's benefit any
         Business Information or any other information which may have been
         disclosed or otherwise known to the Seller or any member of the
         Seller's Group or which may otherwise have come to the attention of the
         Seller or any member of the Seller's Group (as relevant) and which
         relates to the Business or Assets.

13.4     The Buyer shall, and shall procure that each member of the Buyer's
         Group shall, keep confidential and not at any time after the date of
         this Agreement disclose or make known in any way to anyone or use for
         its own or any other person's benefit any confidential information
         relating to the Seller or the Seller's Group which may during the
         negotiations relating to this Agreement have been disclosed to the
         Buyer or any member of the Buyer's Group or which during the
         negotiations relating to this Agreement may otherwise have come to the
         attention of the Buyer or any member of the Buyer's Group and which
         does not relate to the Business or Assets.

13.5     The obligations imposed by the provisions of clauses 13.3 and 13.4
         inclusive shall not apply:

         (a)      to the extent that the information in question is or comes
                  into the public domain without fault on the part of the
                  disclosing party or any member of its Group;

         (b)      to the extent that the information in question save, in the
                  case of Business Information, was already known to the
                  disclosing party or any member of its Group at the time the
                  same was disclosed to it or came to its attention;

         (c)      to the extent that the information in question (in the case of
                  Business Information, after Completion) has been lawfully
                  disclosed to the disclosing party or any member of its Group
                  by a third party; or



                                       23
<PAGE>   27

         (d)      to the extent that the information in question may be required
                  by any legal or regulatory authority or securities exchange
                  (including, without limitation, the Copenhagen Stock Exchange,
                  NASDAQ and the Securities & Exchange Commission) to which the
                  disclosing party or any member of its Group is subject.

13.6     The parties acknowledge that remedies at law may be inadequate to
         protect against a breach of clauses 13.3 or 13.4 and the parties
         therefore agree, in the event of any such breach, not to oppose the
         granting of injunctive relief, specific performance or other equitable
         relief in favor of the other part), or any member of its Group without
         proof of actual damages.

14.      COSTS

14.1     The parties shall pay their own costs and expenses in relation to the
         preparation, execution and implementation of this Agreement and the
         agreements referred to in it.

14.2     All stamp duty payable on the transactions effected by this Agreement
         and fees for registration of transfers of the Intellectual Property
         Rights are to be borne by the Buyer.

14.3     The obligation to adjust the value added tax accrued
         ("momsreguleringsforpligtelse") shall be taken over by the Buyer
         without any separate consideration being payable herefore provided that
         it shall not be greater than $25,000.

15.      ASSIGNMENT

15.1     This Agreement shall be binding upon and inure for the benefit of the
         successors of the parties but, save as provided in clause 15.2 or with
         the written consent of the parties, shall not be assignable.

15.2     Each party's rights under this Agreement or any of the other documents
         referred to in this Agreement may be assigned by that party to any
         wholly-owned subsidiary of that party or any holding company of that
         party or any wholly-owned subsidiary of such holding company provided
         that:

         (a)      if such assignee company ceases to be a wholly-owned
                  subsidiary or holding company of that party or a wholly-owned
                  subsidiary of such holding company such rights shall be
                  promptly assigned to another wholly-owned subsidiary of the
                  assigning party or holding company of that party or a
                  wholly-owned subsidiary of such holding company;

         (b)      the assigning party shall continue to be liable to the other
                  party pursuant to this Agreement notwithstanding such
                  assignment.

15.3     Where, subsequent to Completion, the Buyer transfers the Business to
         any member of the Buyer's Group (or any such member of the Buyer's
         Group transfers the Business to any other member of the Buyer's Group
         and so on and so forth) such transferee company shall be entitled (for
         so long as it remains a wholly-owned subsidiary or holding company of



                                       24
<PAGE>   28

         the Buyer or a wholly-owned subsidiary of such holding company) to
         claim under the Warranties as if it were the Buyer under this
         Agreement.

16.      GENERAL

16.1     This Agreement, together with the agreements to be entered into by the
         parties pursuant to it, constitutes the entire agreement between the
         parties relating to the sale and purchase of the Assets and supersedes
         all previous agreements, arrangements and understanding between the
         parties in relation to it. Each of the parties acknowledges that in
         entering into this Agreement it has not relied on any representation,
         warranty or other assurance except those expressly contained in this
         Agreement and the documents which the parties will enter into as
         referred to in this Agreement. Each party waives all rights and
         remedies which, but for this clause, might be available to it in
         respect of such representation, warranty or assurance provided that
         nothing in this clause shall limit or exclude any liability for
         fraudulent misrepresentation.

16.2     No failure or delay by either party to exercise and no delay,
         forbearance or indulgence given by it in or before exercising any
         remedy or right under or in relation to this Agreement shall operate as
         a waiver of that right, power or remedy or preclude its exercise at any
         subsequent time or on any subsequent occasion. No single or partial
         exercise of any remedy or right shall preclude any further exercise of
         the same or the exercise of any other remedy or right. The remedies and
         rights provided in this Agreement are cumulative and are not exclusive
         of any remedies or rights provided by law or otherwise.

16.3     This Agreement may be executed in two or more counterparts and
         execution by each of the parties of any one of such counterparts will
         constitute due execution of this Agreement.

16.4     The Seller shall and shall procure that any third party shall (so far
         as is within its power so to do) do, execute and perform all such
         further deeds, documents, assurances, acts and things as the Buyer may
         reasonably require to effectively vest in the Buyer the benefit of this
         Agreement.

16.5     The provisions of this Agreement shall remain in full force and effect
         after Completion so far as they then remain to be observed and
         performed.

16.6     No variation of this Agreement shall be effective unless made in
         writing and signed by or on behalf of each of the parties.

16.7     If any provision of this Agreement shall be held to be illegal, void,
         invalid or unenforceable under the laws of any jurisdiction, the
         legality, validity and enforceability of the remainder of this
         Agreement in that jurisdiction shall not be affected, and the legality,
         validity and enforceability of the whole of this Agreement in any other
         jurisdiction shall not be affected.



                                       25
<PAGE>   29

17.      APPLICABLE LAW AND JURISDICTION

17.1     This Agreement shall be governed by and construed in accordance with
         English law. Each of the parties irrevocably submit to the
         non-exclusive jurisdiction of the courts of England and Wales in
         respect of any claim, dispute or difference arising out of or in
         connection with this Agreement.

17.2     The Seller and Buyer each agree to appoint and maintain the appointment
         of an authorized agent to receive on their behalf service of process in
         England.

17.3     The Seller hereby appoints Bird & Bird of 90 Fetter Lane, London, EC4A
         1JP (Ref: DXK/NXB) as its authorized agent to receive service of
         process in England on its behalf and the Buyer hereby appoints Law
         Debenture Corporate Services Limited of Princes House, 95 Gresham
         Street, London, EC2V 7LY)(telephone number: 0171 696 5213, fax 0171 696
         5262) as its authorized agent to receive service of process in England
         on its behalf.

18.      NOTICES

         Any notice or other communication required or permitted under this
         Agreement shall be in writing and shall be delivered personally, sent
         by facsimile transmission (with confirmation or receipt) or sent by
         nationally recognized courier service, postage prepaid. Any such notice
         shall be deemed given when so delivered personally or, if sent by
         facsimile, at the time of receipt of a legible copy thereof or, if sent
         by internationally recognized courier service, three days after the
         date of deposit with the courier service, postage prepaid, and shall be
         sent to the registered office of the party addressed for the attention
         of "the Secretary".

THIS AGREEMENT has been signed by or on behalf of the parties on the date
appearing on page 1.



                                       26
<PAGE>   30

SIGNED by                           )

MADGE NETWORKS NV                   )       /s/

Acting by:                          )




SIGNED by                           )

OLICOM A/S                          )       /s/

Acting by:                          )