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                                                                    Exhibit 3.9





                               UMBRELLA AGREEMENT
                        RELATING TO THE PURCHASE AND SALE
                        OF CERTAIN BUSINESSES AND ASSETS

                                     between

                             (1) INTEL CORPORATION;

                                       and

                                 (2) OLICOM A/S;




















                INTEL CORPORATION-OLICOM A/S - Umbrella Agreement


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THIS AGREEMENT is made the 30th day of September 1999

BETWEEN:

(1)      INTEL CORPORATION OF 2200 MISSION COLLEGE BOULEVARD, CA 95052, U.S.A.
         (the "PRINCIPAL PURCHASER"); and

(2)      OLICOM A/S, REG.NO. A/S 101.733, NYBROVEJ 114, 2800 LYNGBY, DENMARK
         (the "DANISH SELLER"); with the adherence of

(3)      OLICOM POLAND SP. Z O.O., STOWACKIEGO 173, GDANSK - WRZESZCZ, POland
         (the "POLISH SELLER");

(each a "PARTY" and together, the "PARTIES")

IT IS AGREED as follows:


1.       DEFINITIONS AND INTERPRETATION

1.1      All terms defined in Schedule A shall have the meaning specified
         therein when used in this Umbrella Agreement or in any of the
         Transaction Agreements unless a specific separate definition is
         contained therein.

1.2      Unless the context requires otherwise words in the singular include the
         plural and vice versa and words for any gender shall include all
         genders. Reference to persons includes a body corporate.

1.3      Other than in the case of any warranties, reference to any legislation
         includes a reference to any amending legislation, directives or orders
         made further to it and includes consolidations or amendments or
         modifications or re-enactments.

1.4      The headings are inserted for convenience only and shall not affect the
         construction of this Umbrella Agreement.

1.5      Unless otherwise stated a reference to a clause or a schedule or a
         party is a reference to a clause in or a schedule or a party to this
         Umbrella Agreement.

1.6      Reference to writing includes any method of reproducing words in a
         legible and non-transitory form.

1.7      Unless the context requires otherwise any period of time from a
         specified date or day shall be calculated exclusive of that date or
         day.

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1.8      The Parties have participated jointly in the negotiation and drafting
         of this Umbrella Agreement and the schedules and exhibits hereto. In
         the event of any ambiguity or question of intent or interpretation
         arises, this Umbrella Agreement or any schedule or exhibit hereto shall
         be construed as if drafted jointly by the Parties and no presumption or
         burden of proof shall arise favoring or disfavoring any Party by virtue
         of the authorship of any of the provisions of this Umbrella Agreement
         or any schedule or exhibit hereto.

1.9      Any reference to any federal, state, local, or foreign statute or law
         shall be deemed also to refer to all rules and regulations promulgated
         thereunder, unless the context requires otherwise. The word "including"
         shall mean including without limitation.

1.10     Any reference to this Umbrella Agreement and to the Transaction
         Agreements shall be deemed to include a reference to all schedules and
         exhibits hereto and thereto.

1.11     Anything reasonably identified in the Disclosure Volume shall be deemed
         adequate to disclose an exception to a representation or warranty made
         herein or in any of the Transaction Agreements.

1.12     The Principal Purchaser acknowledges the existence of an agreement
         between the Danish Seller and Madge Networks N.V. relating inter alia
         to the grant by the Danish Seller of a non-exclusive license to Madge
         Networks N.V. relating to certain parts of the Base IP and to one
         assigned provisional patent application,

1.13     Any statement in this Umbrella Agreement and in the Transaction
         Agreements which is qualified by the expression "to the best of
         knowledge" or "as far as the Danish Seller is aware" or any similar
         expression shall mean the actual knowledge, information, and belief of
         the following executives of Niels Christan Furu, Chief Executive
         Officer; Per Larsen, Executive Vice President Global Sales and
         Marketing and Chief Executive Officer, Olicom lnc.: Niels Jorgensen,
         Former Chief Technical Officer; Lars Larsen, Chief Financial Officer:
         Per Friis, Vice President of Operations; Niels Christian Gjellerup,
         Vice President Business Operations; Mette Fogt, Director of Legal
         Affairs; and Mr. Pankiewicz, CEO of the Polish Seller, provided that
         the knowledge of Mr. Pankiewicz shall only be deemed relevant up to the
         Polish Completion.


2.       SCOPE OF AGREEMENT

2.1      This Umbrella Agreement governs and sets out the principal terms and
         conditions relating to the Sellers' sale and transfer of the Businesses
         to the Purchasers. The detailed terms and conditions of the sale and
         transfer of the individual parts of the Businesses are set out in the
         Transaction Agreements. In the event of a conflict between the terms
         and conditions in this Umbrella Agreement and the terms and conditions
         in any of the Transaction Agreements, the Umbrella Agreement shall
         prevail.

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2.2      It is the mutual intention of the Parties, that upon the consummation
         of the transactions contemplated by this Umbrella Agreement and by each
         of the Transaction Agreements, the Purchasers shall have become the
         sole and unrestricted proprietor of the Businesses, the FE Patents and
         the Remaining FE IP and a non-exclusive licensee of the Base IP.

2.3      Unless expressly stated in this Umbrella Agreement or in any of the
         Transaction Agreements the Purchasers shall not assume any of the
         Liabilities. The Danish Seller agrees to indemnify and keep the
         Purchasers harmless from and against any and all loss, cost and expense
         relating to or arising out of any of the Liabilities not expressly
         assumed by any of the Purchasers. For the avoidance of doubt, the
         mention of or reference to any Liability in this Umbrella Agreement, or
         any of the Transaction Agreements (including without limitation the
         representations and warranties herein or thereto or any of the
         Disclosure Volume) shall not be construed as an agreement by any
         Purchaser to assume and/or discharge any such Liability unless
         otherwise expressly stated herein or therein.

2.4      In the event of any inconsistency between any of the Agreements or in
         the event of any dispute among the Parties to this Umbrella Agreement
         or any of the Transaction Agreements, it is the intention of the
         Parties that any such inconsistency or dispute shall be resolved
         consistently with the main objects and principles expressed in Clauses
         2.1, 2.2 and 2.3 of this Umbrella Agreement. Simultaneously with the
         execution of this Umbrella Agreement, the Parties indicated below have
         executed the agreements specified:

         2.5.1    The Danish Business Agreement between the Danish Seller and
                  the Danish Purchaser, relating to the sale and transfer of the
                  Danish Business, Schedule B.

         2.5.2    The Danish FE Patents Agreement between the Danish Seller and
                  Dialogic relating to the sale and transfer of the Danish FE
                  Patents, Schedule C.

         2.5.3    The Danish Remaining FE IP Agreement between the Danish Seller
                  and the Principal Purchaser, Schedule D.

         2.5.4.   The Danish Base IP Agreement between the Danish Seller and the
                  Principal Purchaser, Schedule E.

         2.5.5    The Polish FE Patents Agreement between the Polish Seller and
                  Dialogic relating to the sale and transfer of the Polish FE
                  Patents, Schedule G.

         2.5.6.   The Polish Remaining FE IP Agreement between the Polish Seller
                  and the Principal Purchaser, Schedule H.

         2.5.7    The Polish Base IP Agreement between the Polish Seller and the
                  Principal Purchaser, Schedule 1.

         2.5.8    The FE IP Grant Back License Agreement between Principal
                  Purchaser and the Danish Seller, Schedule J.
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         2.5.9    The Warranty Support Services Agreement between the Danish
                  Purchaser and the Danish Seller, Schedule K.

         2.5.10   The First Danish Hold Back Escrow Agreement between the Danish
                  Purchaser and the Danish Seller, Schedule B.1.

         2.5.11   The Second Danish Hold Back Escrow Agreement between the
                  Danish Purchaser and the Danish Seller, Schedule B.2.

         2.5.12   The First Danish Conditional Escrow Agreement between the
                  Danish Purchaser and the Danish Seller, Schedule B.3.

         2.5.13   The Second Danish Conditional Escrow Agreement between the
                  Danish Purchaser and the Danish Seller, Schedule B.4.

         2.5.14   The Sublease Agreement between the Danish Purchaser and the
                  Danish Seller. Schedule B.10.

         2.5.15   The Service Agreement between the Danish Purchaser and the
                  Danish Seller, Schedule B.6.

         2.5.16   The Polish Hold-Back Escrow Agreement between the Principal
                  Purchaser and the Polish Seller, Schedule F.1.

         2.5.17   The Intel Guaranty issued by the Principal Purchaser, Schedule
                  B.11.

2.6      The Principal Purchaser agrees to procure the incorporation of the
         Polish Purchaser without undue delay and pursuant hereto to procure the
         execution by the Polish Purchaser of the Polish Business Agreement
         between the Polish Seller and the Polish Purchaser, relating to the
         sale and transfer of the Polish Business in the same or substantially
         the same form as Schedule F. Furthermore, the Principal Purchaser
         agrees to use reasonable commercial efforts to procure the consummation
         by the Polish Purchaser of the transactions contemplated by the Polish
         Business Agreement without undue delay.

2.7      The Danish Seller agrees to procure the execution by the Polish Seller
         of the Polish Business Agreement between the Polish Seller and the
         Polish Purchaser, relating to the sale and transfer of the Polish
         Business in the same or substantially the same form as Schedule F.
         Furthermore, the Danish Seller agrees to use reasonable commercial
         efforts to procure the consummation by the Polish Seller of the
         transactions contemplated by the Polish Business Agreement without
         undue delay.

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3.       COMPLETION

3.1      The completion of the transactions contemplated by this Umbrella
         Agreement shall be governed by the relevant Transaction Agreements.

3.2      In the event that (a) the Polish Business Agreement cannot be executed
         by any of the respective parties thereto or (b) any of the transactions
         contemplated by the Polish Business Agreement cannot be consummated on
         or before 31 December 1999, then the Danish Seller and the Principal
         Purchaser undertake to use all reasonable efforts to procure either (i)
         that such execution and consummation is accomplished without undue
         delay or (ii) that the transactions contemplated by the Danish Business
         Agreement shall be replaced by one or more other transactions capable
         of facilitating the same or substantially the same results, such other
         transaction(s) to be consummated by the Danish Seller and the Principal
         Purchaser, or their respective affiliates, without undue delay. The
         foregoing sentence shall not apply, however, in case of a material
         breach for the whole transaction by a Party to the Umbrella Agreement
         or its affiliate of any of the representations, warranties, agreements
         and undertakings in this Umbrella Agreement or in any of the
         Transaction Agreements.

3.3      Each Purchaser may waive any requirement or condition contained in this
         Umbrella Agreement or in any of the respective Transaction Agreements
         or may waive such requirement or condition on condition that the
         relevant Sellers give on the relevant date of completion a written
         undertaking to the relevant Purchaser in a form reasonably required by
         such Purchaser.

3.4      The Parties agree to use all reasonable efforts to take, or cause to be
         taken all actions and to do, or cause to be done all things necessary,
         proper or advisable under applicable laws and regulations to consummate
         and make effective the transactions contemplated by this Umbrella
         Agreement and by each of the Transaction Agreements.


4.       CONDITIONS FOR COMPLETION

4.1      The obligations of the Principal Purchaser to perform its obligations
         pursuant to this Umbrella Agreement and/or any of the Transaction
         Agreements is subject to satisfaction of each of the following
         conditions:

         (1)      No unfavorable injunction, judgement, order, decree, ruling,
                  or charge by any court or quasi-judicial or administrative
                  agency of any federal, state, local, or foreign jurisdiction
                  or before any arbitrator would: (A) prevent to any material
                  extent the consummation of any of the transactions
                  contemplated by this Umbrella Agreement; or (B) save for
                  clause 7.7, cause any of the transactions contemplated by this
                  Umbrella Agreement to be rescinded to any material extent
                  following consummation.

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         (2)      The Danish Seller and/or the Polish Seller shall have taken
                  all of the following action required or reasonably advisable
                  for them to take in connection with the consummation of the
                  transactions contemplated hereby:

                  (i)      Approval of this Umbrella Agreement and each of the
                           Transaction Agreements by the Danish Seller's board
                           of directors and, if decided by the Danish Seller, by
                           a shareholders' meeting;

                  (ii)     Approval of the Polish Transaction Agreements by the
                           Polish Seller's board of directors.

4.2      The obligations of the Purchasers to perform their respective
         obligations pursuant to the Danish Transaction Agreements and the
         Polish Transaction Agreements (with the exception of the Polish
         Business Agreement) shall be subject to the simultaneous consummation
         of all transactions contemplated thereby.

4.3      The obligations of the Polish Purchaser to perform its obligations
         pursuant to the Polish Business Agreement (and of the Principal
         Purchaser pursuant to Clause 3.2 herein) shall be subject to the prior
         fulfillment of the condition precedent in Clause 4.2 herein.

4.4      The obligations of the respective Purchasers to consummate the
         transactions contemplated by the respective Transaction Agreements
         shall be subject to the conditions precedent specified in each such
         Transaction Agreement.


5.       GENERAL COVENANTS

5.1      Further Assurances
         Each Party shall, and shall procure that its respective affiliates
         shall, at the other Party's request, from time to time execute and
         deliver such further instruments of conveyance, assignment and transfer
         in addition to those specified in this Umbrella Agreement and/or in any
         of the Transaction Agreements, which are necessary to consummate and
         make effective the transactions contemplated by this Umbrella Agreement
         and by the Transaction Agreements, and each Party shall take, or cause
         or procure to be taken by it or by its affiliates, such other actions
         as either Party may reasonably request for more effective conveyance,
         assignment and transfer of the Businesses to the Purchasers.

5.2      Reasonable Efforts.
         Each of the Parties shall (and shall use reasonable commercial efforts
         to procure that their affiliates shall) co-operate and use their
         respective reasonable efforts to take, or cause to be taken, all
         appropriate actions, and to make, or cause to be made, all filings
         necessary, proper or advisable under applicable laws and regulations to
         consummate and make effective the transactions contemplated by this
         Umbrella Agreement and by the Transaction Agreements.

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5.3      Books and Records.
         To the extent not included in the Assets, the Principal Seller shall
         (and shall use reasonable commercial efforts to procure that their
         affiliates shall) maintain the books and records relating to the
         Businesses not delivered to the Purchasers at the First Completion or
         the Second Completion for the period during which a legal duty to do so
         exists according to statutory law and whenever reasonably required by
         the Principal Purchaser shall allow the Principal Purchaser and/or its
         affiliates and their respective auditors and counsel access to such
         books and records during normal business hours provided that the
         Principal Purchaser shall give the relevant Seller reasonable notice.
         Copies shall be provided at the Principal Purchaser's expense.

5.4





6.       MUTUAL REPRESENTATIONS AND WARRANTIES

         Each of the Principal Purchaser, the Danish Seller and the Polish
         Seller (who adheres to this Umbrella Agreement for the purpose of this
         Clause 6) makes the following representations and warranties:

6.1      Corporate Existence/Authority
         The Danish Seller is a corporation duly organized and validly existing
         under the laws of Denmark, and has the corporate power and authority to
         enter into this Umbrella Agreement and each of the Transaction
         Agreements to which it is a party and to consummate - or procure the
         consummation of - the transactions contemplated hereby or thereby.

         The Polish Seller is a corporation duly organized and validly existing
         under the laws of Poland, and has the corporate power and authority to
         enter into this Umbrella Agreement and each of the Transaction
         Agreements to which it is a Party and to consummate - or procure the
         consummation of - the transactions contemplated hereby or thereby.

         The Principal Purchaser is a corporation duly organized and validly
         existing under the laws of the State of Delaware, U.S.A., and has the
         corporate power and authority to enter into this Umbrella Agreement and
         each of the Transaction Agreements to which it is a Party and to
         consummate the transactions contemplated hereby or thereby or to
         procure that such transactions are consummated.

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6.2      Authorisation.
         The execution and delivery by the Danish Seller and the Polish Seller
         of this Umbrella Agreement and each of the Transaction Agreements to
         which it is a party and the performance by the Danish Seller hereunder
         and thereunder has been duly authorised by the Danish Seller, and this
         Umbrella Agreement and each of the Transaction Agreements to which it
         is a party is valid and binding on the Danish Seller and the Polish
         Seller and enforceable against the Danish Seller and the Polish Seller
         in accordance with their respective terms except when such
         enforceability may be limited by applicable bankruptcy, insolvency or
         similar laws from time to time in effect which affect creditors' rights
         generally. The Danish Seller and the Polish Seller are not insolvent
         nor are any of the Danish Seller's and the Polish Seller's assets
         subject to attachment or seizure (in Danish: udlae eller arrest).

         The execution and delivery by the Principal Purchaser of this Umbrella
         Agreement and each of the Transaction Agreements to which it is a party
         and the performance by the Principal Purchaser hereunder and thereunder
         has been duly authorized by the Principal Purchaser, and this Umbrella
         Agreement and each of the Transaction Agreements to which it is a party
         is valid and binding on the Principal Purchaser and enforceable against
         the Principal Purchaser in accordance with their respective terms
         except when such enforceability may be limited by applicable
         bankruptcy, insolvency or similar laws from time to time in effect
         which affect creditors' rights generally.

6.3      No Conflict.
         Neither the execution and delivery of this Umbrella Agreement and each
         of the Transaction Agreements to which it is a party, nor the
         performance by the Danish Seller and the Polish Seller hereunder or
         thereunder does or will (i) violate, conflict with or constitute a
         default under any provision of the Danish Seller's or the Polish
         Seller's, respectively constitutional documents or applicable law, (ii)
         conflict with or result in a breach of any agreement to which the
         Danish Seller or the Polish Seller, respectively is a party or by which
         its properties are bound other than such covenants and agreements with
         respect to which failure to perform would not have a material adverse
         effect on the transactions contemplated by this Umbrella Agreement
         and/or by any Transaction Agreement, (iii) violate any judgement,
         order, injunction, decree or award of any court, administrative agency
         or governmental body against, or binding upon, the Danish Seller or the
         Polish Seller, respectively or its properties or (iv) constitute a
         violation by the Danish Seller or the Polish Seller, respectively of
         any law or regulation applicable to the Danish Seller or the Polish
         Seller, respectively or its properties.

         Neither the execution and delivery of this Umbrella Agreement and/or by
         any Transaction Agreement, nor the performance by the Principal
         Purchaser hereunder or thereunder does or will (i) violate, conflict
         with or constitute a default under any provision of the Principal
         Purchaser's constitutional documents or applicable law, (ii) conflict
         with or result in a

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         breach of any agreement to which the Principal Purchaser is a party or
         by which its properties are bound other than such covenants and
         agreements with respect- to which failure to perform would not have a
         material adverse effect on the transactions contemplated by this
         Umbrella Agreement and/or by any Transaction Agreement,, (iii) violate
         any judgement, order, injunction, decree or award of any court,
         administrative agency or governmental body against, or binding upon,
         the Principal Purchaser or its properties or (iv) constitute a
         violation by any the Principal Purchaser of any law or regulation
         applicable to the Principal Purchaser or its properties.

6.4      No Consents.
         The execution, delivery and performance by the Danish Seller and the
         Polish Seller respectively of and the consummation of the transactions
         contemplated by this Umbrella Agreement and/or by any Transaction
         Agreement do not require approval from any shareholder, any holder of
         any indebtedness or obligation of any the Danish Seller and the Polish
         Seller respectively, or any other person, or any notice to or filing or
         recording with, or any consent or approval of, any governmental body
         except as specified in the conditions precedent of this Umbrella
         Agreement and/or by any Transaction Agreement, which consents shall
         have been obtained and shall be in full force and effect as of the
         First Completion Date. The Danish Seller and the Polish Seller
         respectively has received written advice from its legal counsel which
         support the aforesaid representation with regard to company law
         matters.

         The execution, delivery and performance by the Principal Purchaser of
         and the consummation of the transactions contemplated by this Umbrella
         Agreement and/or by any Transaction Agreement do not require approval
         from any shareholder, any holder of any indebtedness or obligation of
         any the Principal Purchaser, or any other person, or any notice to or
         filing or recording with, or any consent or approval of, any
         governmental body except as specified in the conditions precedent of
         this Umbrella Agreement and/or by any Transaction Agreement, which
         consents shall have been obtained and shall be in full force and effect
         as of the First Completion Date.

6.5      Legal proceedings.
         There are no actions, suits or proceedings pending, or to the Danish
         Seller's and the Polish Seller's respectively knowledge threatened
         against the Danish Seller and the Polish Seller respectively or its
         properties before any court, arbitrator, administrative or governmental
         body that, if adversely determined, would hinder or prevent the Danish
         Seller's and the Polish Seller's respectively ability to carry out the
         transactions contemplated by this Umbrella Agreement and/or by any
         Transaction Agreement, or affect the right, title or interest of any of
         the Purchasers in the Businesses or any part thereof and, as far as the
         Danish Seller and the Polish Seller respectively is aware, there is no
         basis for any such suits or proceedings.

         There are no actions, suits or proceedings pending, or to the Principal
         Purchaser's knowledge threatened against the Principal Purchaser or its
         properties before any court, arbitrator, administrative or governmental
         body that, if adversely determined, would

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         hinder or prevent the Principal Purchaser's ability to carry out the
         transactions contemplated by this Umbrella Agreement or by any
         Transaction Agreement, or affect the right, title or interest of any of
         the Purchasers in the Businesses or any part thereof and, as far as the
         Principal Purchaser is aware, there is no basis for any such suits or
         proceedings.

6.6





         the Sellers nor any affiliate of a Seller has during the period of 12
         months immediately preceding the First Completion or the Second
         Completion respectively transferred, assigned or licensed any part of
         the fixed and loose assets (with regard to fixed and loose assets, to
         any material extent), the employees, the leases or the intellectual
         property rights pertaining to the Businesses, to any affiliate of a
         Seller or to any third party other than (i) in the ordinary course of
         business and (ii) the grant of a non-exclusive license to Madge
         Networks N.V. as reflected in the Transaction Agreements.

6.7      Each of the representations and warranties made by the Sellers in this
         Umbrella Agreement and/or in any of the Transaction Agreements
         (including without limitation the schedules and exhibits thereto) shall
         be incorporated by reference in this Umbrella Agreement. Any breach by
         any Seller of any of the representations and warranties made by any
         Seller in any of the Transaction Agreements (including any schedule or
         exhibit thereto) shall be deemed to constitute a breach of the
         representations and warranties made by the Danish Seller in this
         Umbrella Agreement.


7.       INDEMNIFICATION

7.1      The Danish Seller and the Polish Seller (who shall adhere to this
         Umbrella Agreement) shall indemnify and hold harmless each of the
         Purchasers from and against any and all loss, damage, cost or expense
         (including legal fees and expenses), judgements and fines
         (collectively, "Damages") (i) caused by any misrepresentation, breach
         of warranty or failure to fulfil any covenant, undertaking or agreement
         of any of the Sellers contained herein or in any of the Transaction
         Agreements or in any schedule or exhibit hereto or thereto or in any
         agreement or document delivered or to be delivered pursuant to this
         Umbrella Agreement or any of the Transaction Agreements, or (it)
         arising from any action or inaction of the Danish Seller and/or the
         Polish Seller after the First Completion or the Second Completion
         respectively, other than in accordance with the terms of this Umbrella

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         Agreement and/or any Transaction Agreement or any schedule or exhibit
         hereto or thereto or any agreement or document delivered or to be
         delivered pursuant to this Umbrella Agreement or any of the Transaction
         Agreements.

         The Danish Seller acknowledges that the Purchasers have relied on the
         representations and warranties given by the Sellers in this Umbrella
         Agreement and the Transaction Agreements and in any schedule or exhibit
         hereto or thereto.

         The Parties agree that the Sellers' representations and warranties,
         agreements, indemnities and covenants in this Umbrella Agreement and
         any Transaction Agreement or any schedule or exhibit hereto or thereto
         shall not operate to relieve any of the Sellers from any liability
         which would otherwise apply under general principles of Danish law.

7.2





7.3      In the event that any third party forwards a claim against any
         Purchaser relating to any event or circumstance prior to the relevant
         Completion and/or any act or omission of a Seller (a "THIRD PARTY
         CLAIM"), such Purchaser must give prompt notice to the relevant Seller
         of the Third Party Claim. The relevant Seller may, at its sole cost and
         expense, upon notice to the relevant Purchaser within thirty (30) days
         after the relevant Seller receives notice of the Third Party Claim,
         assume the defense of the Third Parry Claim, with counsel of its
         choice. The relevant Seller shall not consent to a settlement of, or
         the entry of any judgement arising from any Third Party Claim, unless;
         (i) the settlement or judgement is solely for money damages and the
         relevant Seller shall have provided unconditional and irrevocable
         security for the fulfillment of such settlement or judgement, including
         any costs awarded to the relevant third party or; (ii) the relevant
         Purchaser consents thereto, which consent shall not be unreasonably
         withheld. The relevant Seller shall provide the relevant Purchaser with
         thirty (30) days prior notice before it consents to a settlement of, or
         the entry of a judgement arising from, any Third Party Claim. The
         Purchasers shall be entitled to participate in the defense of (but not
         control) any Third Party Claim, the defense of which is assumed by the
         relevant Seller, with its own counsel and at its own expense. The
         relevant Seller and the relevant Purchaser shall co-operate in the
         defense of any Third Party Claim and the relevant records of each party
         shall be made available on a timely basis. If the relevant Seller does
         not assume the defense of any such claim or proceeding resulting
         therefrom in accordance with the terms hereof, the relevant Purchaser
         may defend such claim or proceeding in a reasonable manner, including
         settling such claim or


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         proceeding on such terms as the relevant Purchaser may deem appropriate
         after giving thirty (30) days' notice of the same to the relevant
         Seller.

7.4      The Principal Purchaser shall procure that on service of any notice to
         the Danish Seller of any claim for breach of this Umbrella Agreement or
         any Transaction Agreement or any of the schedules or exhibits hereto or
         thereto, the relevant Purchaser shall:

         7.4.1    take any action the Sellers may reasonably request to avoid or
                  dispute or resist or appeal or compromise or defend a claim in
                  relation to a third party subject to the relevant Purchaser
                  being indemnified by the Danish Seller against all losses,
                  costs, damages and expenses incurred by that action;

         7.4.2    allow the Sellers and their agents access at all reasonable
                  times to and to inspect and take copies of all necessary books
                  and records of the relevant Purchaser-,

         7.4.3    require the personnel of the relevant Purchaser to provide
                  statements and proof of evidence and, as commercially
                  reasonable, to attend any trial or hearing to give evidence or
                  otherwise and to provide similar assistance to enable the
                  Sellers to avoid or dispute or resist or appeal or compromise
                  or defend any claim;

         7.4.4    take or procure that any relevant subsidiary shall take all
                  reasonable steps necessary to mitigate any loss in relation to
                  any action or claim.

7.5      The provisions in Clause 7.3 shall apply mutatis mutandis in the event
         that any third party forwards a claim against any Seller relating to
         any event or circumstance prior to Completion of any transaction
         contemplated by this Umbrella Agreement or any Transaction Agreement or
         any schedule or exhibit hereto or thereto; and/or any act or omission
         of a Purchaser.

7.6      To the extent that a Seller discharges any claim by a Purchaser for
         indemnification pursuant to this Umbrella Agreement or any of the
         Transaction Agreements or any schedule or exhibit hereto or thereto,
         the relevant Seller shall be subrogated to all rights of such Purchaser
         against third parties.

7.7      Exclusion of Remedies.
         The Parties agree that following completion of any transaction
         contemplated by this Umbrella Agreement or any Transaction Agreement or
         any schedule or exhibit hereto or thereto, no Party to this Umbrella
         Agreement shall be entitled to rescind (in Danish: "haeve aftalen")
         this Umbrella Agreement or the respective Transaction Agreement or any
         schedule or exhibit hereto or thereto in respect of any such
         transaction except as stipulated in Clause 9.

         For the avoidance of doubt, any other remedies available to the
         Purchasers under the law or in equity, including without limitation the
         right to claim specific performance and/or injunctive relief, shall not
         be excluded.

                                                                         Page 13

<PAGE>   14


7.8      Specific Performance
         Each of the Parties acknowledges and agrees that the other Parties
         would be damaged irreparably in the event that any of the provisions of
         this Umbrella Agreement and/or in any of the Transaction Agreements are
         not performed in accordance with their specific terms or otherwise are
         breached. Accordingly, each of the Parties agrees that each other Party
         shall be entitled to an injunction or injunctions to prevent breaches
         of the provisions of this Umbrella Agreement and to enforce
         specifically this Umbrella Agreement and the terms and provisions
         hereof in any action instituted in any court in addition to any other
         remedy to which it may be entitled, at law or in equity.

7.9      Claims against the Escrow Accounts.
         In the event that any Purchaser has a claim for indemnification
         hereunder or under any Transaction Agreement or any schedule or exhibit
         hereto or thereto, such Purchaser shall be entitled to notify the claim
         to the Danish Escrow Bank in accordance with the terms and conditions
         of the Escrow Agreements. For the avoidance of doubt, all of the Escrow
         Accounts established pursuant to the terms of any Transaction Agreement
         or any schedule or exhibit thereto shall, subject to Clause 8 of this
         Umbrella Agreement, serve as collateral for any claim by any Purchaser
         hereunder or under any Transaction Agreement or any schedule or exhibit
         hereto or thereto.

7.10     Right of Set 0ff
         Subject to Clause 8 of this Umbrella Agreement, each Purchaser shall be
         entitled to set off the amount of any claim against any Seller against
         any amount due and owing by any Purchaser to any Seller or its
         assignee.


8.       LIMITATIONS OF SELLERS' LIABILITY

8.1      The liability of the Sellers under this Umbrella Agreement and the
         Transaction Agreements and any schedules or exhibits hereto or thereto
         shall be limited in accordance with the provisions of Clauses 8.2 to
         8.15 of this Umbrella Agreement (inclusive).

8.2      The liability of the Sellers under this Umbrella Agreement and the
         Transaction Agreements and any schedules or exhibits hereto or thereto
         shall cease on the first anniversary of the First Completion except as
         regards any alleged specific breach in respect of which notice in
         writing (containing reasonable details of the event or circumstances
         giving rise to the breach and a reasonable estimate of the amount of
         the liability in question or if such amount is not possible to
         determine the Purchasers best estimate of such amount).

         Notwithstanding the foregoing, the representations and warranties in
         Clauses 6.1 to 6.5 herein shall survive indefinitely,

8.3      Where in relation to a claim for damages under this Umbrella Agreement
         and the Transaction Agreements and the schedule and exhibits hereto and
         thereto, a notice has

                                                                         Page 14

<PAGE>   15



         been served in accordance with Clause 14 of this Umbrella Agreement
         then unless proceedings are commenced in respect of that claim by the
         issue and service of legal process (which are not satisfied or
         withdrawn or settled) within two (2) months of the date of the notice
         the Sellers shall cease to be under any liability in respect of that
         claim.

8.4      The Sellers shall not be liable for breach of this Umbrella Agreement
         and the Transaction Agreements and the schedules and exhibits hereto
         and thereto unless:

         (a)


         (b)


8.5



8.6      The Sellers shall not be liable in respect of any claim for whatever
         reason, if the claim:

         8.6.1    occurs or arises as a result of any change or changes in
                  legislation made after the Completion;

         8.6.2    occurs or arises wholly or parity out of or as a result of or
                  in connection with:

                  8.6.2.1  any change in the nature of the Businesses or in the
                           manner of conducting the Businesses after the
                           Completion;

                  8.6.2.2  any asset acquired by the Purchasers or any of its
                           affiliates after the date of Completion; or

                  8.6.2.3  any matter or thing that has been or is made good or
                           otherwise compensated for at no expense to the
                           Purchasers.

8.7      Any payment made in respect of any claim by the Sellers shall be deemed
         (as between the Sellers and the Purchasers) to be a reduction in the
         Danish Purchase Price and the Polish Purchase Price, as applicable,
         payable by the Sellers to the Purchasers under this Umbrella Agreement
         and the Transaction Agreements.

8.8      The Parties each agree that they have not entered into this Umbrella
         Agreement and Transaction Agreements in reliance upon any
         representation or promise other than those incorporated herein or
         therein and acknowledge that they have not relied upon, and will make
         no claim hereafter in respect of any such representation or promise
         made by or on behalf of the Sellers.


                                                                         Page 15

<PAGE>   16


8.9      The Sellers shall not be liable in respect of any breach of any of the
         representation and warranty if and to the extent that the loss
         occasioned thereby has been recovered under the same or any other
         representation and warranty,

8.10     Subject to clause 12, the representation and warranty and any
         indemnities or undertakings given or made by the Sellers in this
         Umbrella Agreement and the Transaction Agreements and the schedules or
         the exhibits hereto and thereto shall be actionable only by the
         Purchasers or any of them and no other party, shall be entitled to make
         any claim or to take any action whatsoever against the Sellers under or
         arising out of or in connection therewith.

8.11     The Purchasers shall not be entitled to claim that any fact, matter, or
         circumstance constitutes a breach of this Umbrella Agreement or the
         Transaction Agreements or the schedules or the exhibits hereto or
         thereto or gives rise to a claim hereunder or thereunder if or to the
         extent that such fact, matter, or circumstance has been reasonably
         disclosed in the Disclosure Volume.

8.12     If any of the Sellers pays to any of the Purchasers an amount in
         respect of any claim under this Umbrella Agreement or the Transaction
         Agreements or the schedules or the exhibits hereto or thereto and any
         of the Purchasers subsequently recovers from a third party (including
         any insurer or tax authority) a sum which is referable to that claim
         (including any tax saving), such Purchaser shall forthwith repay to
         such Seller so much of the amount paid by such Seller does not exceed
         the sum recovered from the third party less all reasonable costs,
         charges, and expenses incurred by such Purchaser in obtaining that
         payment and in recovering that sum from the third party.

8.13     To the extent that any representation and warranty is made in respect
         of a corresponding liability, the Sellers shall not be liable to make
         any payment in respect of any breach of any of the representations and
         warranties unless and until one of the Purchasers has become finally
         liable to make payment in respect of any corresponding liability.

8.14     Exclusion of limitations.
         None of the limitations set out in Clause 8 or anywhere else in this
         Umbrella Agreement and the Transaction Agreements and any schedules or
         exhibits hereto or thereto shall apply in any circumstances where the
         breach of a representation, warranty or covenant made by a Seller
         arises out of or as a result of fraud or willful or grossly negligent
         (in Danish: "forsaet eller grov uagtsomhed") misrepresentation,
         concealment, mis-statement or other similar willful or grossly
         negligent conduct of such Seller or any of its respective directors,
         officers or employees.

8.15     The Sellers shall not be liable for loss of profits, revenues and
         savings.

                                                                         Page 16

<PAGE>   17


9.       TERMINATION OF THE UMBRELLA AGREEMENT

9.1      The Principal Purchaser may terminate this Umbrella Agreement and any
         of the Transaction Agreements by giving written notice to the Danish
         Seller at any time prior to the completion of all of the Transaction
         Agreements (provided that if termination occurs after the completion of
         some - but not all - of the transactions contemplated by the
         Transaction Agreements, such termination shall take effect only in
         respect of such transactions which remain uncompleted at the time of
         such termination) in the following events:

         A.       in the event that any Seller has breached in any material
                  respect any material representation, warranty, or covenant
                  contained in this Umbrella Agreement or in any of the
                  Transaction Agreements or in any schedule or exhibit hereto or
                  thereto and the Principal Purchaser has notified the Danish
                  Seller of such breach, and the breach has continued without
                  cure for a period of 14 days after the notice of breach. The
                  Parties agree: that for the purpose of this Clause 9.1 a
                  "breach in any material respect" shall be construed in the
                  context of the transactions contemplated by the Umbrella
                  Agreement and the Transaction Agreements as a whole, provided
                  that for the purposes solely for determining the Purchaser's
                  right to terminate under this Clause any breach by any Seller
                  of its representations and warranties in respect of Clauses
                  6.1 (corporate existence/authority), 6.2 (authorization), 6.3
                  (no conflict), 6.4 (no consents) or 6.5 (legal proceedings)
                  (or similar representations made in respect of any of the
                  Transaction Agreements shall be considered "a breach in any
                  material respect"; or

         B.       if on or before 31 December 1999, any transaction contemplated
                  by this Umbrella Agreement or any Transaction Agreement has
                  not been completed provided, that such non-completion is
                  attributable to events and/or circumstances for which any of
                  the Sellers bears the risk.

9.2      If any Party terminates this Umbrella Agreement pursuant to this clause
         9, all rights and obligations of the Parties under this Umbrella
         Agreement and under any Transaction Agreement which has not been
         completed shall terminate without any liability of any party thereto or
         hereto (except for any liability of any party hereto or thereto then in
         breach of this Umbrella Agreement or any uncompleted transaction under
         any Transaction Agreement).

         For the avoidance of doubt, the termination of this Umbrella Agreement
         and any uncompleted Transaction Agreement shall be without prejudice to
         the rights and obligations of any Seller and any Purchaser under any
         Transaction Agreement which has been completed and under this Umbrella
         Agreement in respect of any such completed Transaction Agreements.


                                                                         Page 17

<PAGE>   18



10.      CONFIDENTIALITY PRESS RELEASES AND PUBLIC ANNOUNCEMENTS

10.1     The terms and conditions of this Umbrella Agreement and all of the
         Transaction Agreements, including their existence, shall be considered
         confidential information and shall not be disclosed by any party hereto
         or thereto to any third party except in accordance with the provisions
         set forth below.

10.2     No party shall issue any press release or make any public announcement
         relating to the subject matter of this Umbrella Agreement or any of the
         Transaction Agreements without the prior written approval of the other
         Parties. No other announcements regarding this Umbrella Agreement or
         any of the Transaction Agreements in any press release, conference,
         advertisement, announcement, professional or trade publication, mass
         marketing materials or otherwise to any third party may be made without
         such prior written consent.

10.3     Notwithstanding the foregoing, any Party may disclose any element of
         this Umbrella Agreement or any of the Transaction Agreements to its
         current employees on a 'necessity to know' basis, investment bankers,
         lenders, accountants and legal advisors, in each case only where such
         persons or entities are under appropriate nondisclosure obligations.

10.4     In the event that any Party is requested or becomes legally compelled
         (including without limitation, pursuant to securities laws and
         regulations (which shall include the applicable rules governing
         securities listed on Kobenhavns Fondsbors and Nasdaq)) to
         disclose the existence or contents of this Umbrella Agreement or any of
         the Transaction Agreements in contravention of the provisions of this
         clause, such Party (the "Disclosing Party") shall provide the other
         Parties (the "Non-Disclosing Parties") with prompt written notice of
         that fact so that the appropriate party may seek (with the co-operation
         and reasonable efforts of the other Parties) a protective order,
         confidential treatment or other appropriate remedy. In such event, the
         Disclosing Party shall furnish only that portion of the information
         which is legally required and shall exercise reasonable efforts to
         obtain reliable assurance that confidential treatment will be accorded
         such information to the extent reasonably requested by any
         Non-Disclosing Party.

10.5     The provisions of this Clause 10 shall be in addition to, and not in
         substitution for, the provisions of any separate non-disclosure
         agreement executed by any of the Parties hereto with respect to the
         transactions contemplated hereby. Additional disclosures and exchange
         of confidential information between the Danish Seller and the Principal
         Purchaser shall be governed by the terms of the corporate
         non-disclosure agreement number 102755, dated 6th August 1999, executed
         by the Danish Seller and the Principal Purchaser, and any confidential
         information transmittal records provided in connection therewith.

10.6     All notices required under this clause shall be made pursuant to Clause
         14 of this Umbrella Agreement. The foregoing duty to provide notice
         shall not prevent or restrict a party from disclosing facts, if legal
         requirements do not permit a party to give such notice before
         disclosing.


                                                                         Page 18

<PAGE>   19

11.      ENTIRE AGREEMENT

         This Umbrella Agreement and the Transaction Agreements (including the
         documents referred to and the Schedules attached hereto and thereto)
         constitutes the entire agreement between the Parties and supersedes any
         prior understandings, agreements or representations by or between the
         Parties, written or oral, to the extent they related in any way to the
         subject matter hereof.


12.      SUCCESSION AND ASSIGNMENT

         This Umbrella Agreement shall be binding upon and inure to the benefit
         of the Parties named herein and their respective successors and
         permitted assigns. No Party may assign either this Umbrella Agreement
         or any of its rights, interests, or obligations hereunder without the
         prior written approval of the other Parties; provided, however, that
         each Purchaser may (i) assign any or all of its rights and interests
         hereunder or under any of the Transaction Agreements to one or more of
         its affiliates and (ii) designate one or more of its affiliates to
         perform its obligations hereunder or under any of the Transaction
         Agreements (in any or all of which cases such Purchaser nonetheless
         shall remain responsible for the performance of all of its obligations
         hereunder).


13.      COUNTERPARTS

         This Umbrella Agreement may be executed in one or more counterparts,
         each of which shall be deemed an original but all of which together
         will constitute one and the same instrument.

14.      NOTICES

         All notices, requests, demands, claims, and other communications
         hereunder will be in writing. Any notice, request, demand, claim, or
         other communication hereunder shall be deemed duly given if delivered
         solely in accordance with the following alternative methods of
         delivery, and shall be deemed to be given: (a) following receipt on the
         next business day in the place of receipt after delivery, if delivered
         by hand; (b) two (2) business days after delivery, if delivered by
         Federal Express or similar internationally recognized overnight
         courier, freight prepaid; or (c) two (2) business days after delivery,
         if delivered by confirmed facsimile transmission. Any such notice,
         request, demand, claim or other communication shall be addressed:

         if to the Principal Purchaser, at:

                                                                         Page 19

<PAGE>   20


         Intel Corporation
         2200 Mission College Boulevard
         Santa Clara CA 95052
         USA
         Attn.:  M&A Portfolio Manager
         (MIS RN6-46)
         Fax: + 1 (408) 765 6038

         with a copy to:

         Intel Corporation
         2200 Mission College Boulevard
         Santa Clara CA 95052
         USA
         Attn.: General Counsel
         (M/S SC4-203)
         Fax: + 1 (408) 765 7056

         if to the Danish Seller at:

         Olicom A/S
         Nybrovej 114
         2800 Lyngby
         Denmark
         Attn.:  Legal Affairs
         Fax: +45 45 27 01 01

         or at such other address as a party may designate by ten (10) days'
         advance written notice to the other parties pursuant to the provisions
         above.


15.      AMENDMENTS AND WAIVERS

         No amendment of any provision of this Umbrella Agreement and/or any of
         the Transaction Agreements and/or any schedule or exhibit hereto or
         thereto shall be valid unless the same shall be in writing and signed
         by each Party to the relevant Agreement. No waiver by any Party of any
         default, misrepresentation, or breach of warranty or covenant
         hereunder, whether intentional or not, shall be deemed to extend to any
         prior or subsequent default, misrepresentation, or breach of warranty
         or covenant hereunder or affect in any way any rights arising by virtue
         of any prior or subsequent such occurrence.


                                                                         Page 20

<PAGE>   21



16.      SEVERABILITY

         Any term or provision of this Umbrella Agreement that is invalid or
         unenforceable in any situation in any jurisdiction shall not affect the
         validity or enforceability of the remaining terms and provisions hereof
         or the validity or enforceability of the offending term or provision in
         any other situation or in any other jurisdiction.


17.      EXPENSES

         Each of the Parties will bear his or its own costs and expenses
         (including legal fees and expenses) incurred in connection with this
         Umbrella Agreement and the transactions contemplated hereby.

         The Sellers shall carry all costs and expenses in relation to stamp
         duty, value added tax or other levies arising out of or as a result of
         this Umbrella Agreement, the Transaction Agreements, any schedule and
         exhibit hereto or thereto and the transactions contemplated hereby and
         thereby.


18.      PROPER LAW AND JURISDICTION

         Save for the enforcement of any Intellectual Property outside of
         Denmark and subject to specific election of a different system of law
         and/or dispute resolution venue in any of the Transaction Agreements
         the construction and validity and performance of' this Umbrella
         Agreement and any of the schedules and exhibits hereto shall be
         governed by the laws of Denmark: and each Party submits to the
         exclusive jurisdiction of the Danish courts for the purposes of
         determining any dispute arising out of this Umbrella Agreement.


                                                                         Page 21


<PAGE>   22



                                   SCHEDULE A
                                   DEFINITIONS


                                                                         Page 22

<PAGE>   23



                                   SCHEDULE B
                            DANISH BUSINESS AGREEMENT


                                                                         Page 23

<PAGE>   24



                                   SCHEDULE C
                           DANISH FE PATENTS AGREEMENT


                                                                         Page 24

<PAGE>   25



                                   SCHEDULE D
                        DANISH REMAINING FE IP AGREEMENT


                                                                         Page 25

<PAGE>   26



                                   SCHEDULE E
                            DANISH BASE IP AGREEMENT


                                                                         Page 26

<PAGE>   27



                                   SCHEDULE F
                            POLISH BUSINESS AGREEMENT


                                                                         Page 27

<PAGE>   28



                                   SCHEDULE G
                           POLISH FE PATENTS AGREEMENT


                                                                         Page 28

<PAGE>   29



                                   SCHEDULE H
                        POLISH REMAINING FE IP AGREEMENT



                                                                         Page 29

<PAGE>   30



                                   SCHEDULE I
                            POLISH BASE IP AGREEMENT


                                                                         Page 30

<PAGE>   31



                                   SCHEDULE J
                       FE IP GRANT BACK LICENCE AGREEMENT


                                                                         Page 31

<PAGE>   32



                                   SCHEDULE K
                           WARRANTY SUPPORT AGREEMENT



                                                                         Page 32

<PAGE>   33



THIS UMBRELLA AGREEMENT IS SIGNED BY:

FOR THE PRINCIPAL PURCHASER

INTEL CORPORATION


By:      /s/ C. L. Turner

Name:    C. L. Turner

Title:   Attorney-In-Fact



                                                                         Page 33

<PAGE>   34



THIS UMBRELLA AGREEMENT IS SIGNED BY:

FOR THE DANISH SELLER

OLICOM A/S


By:      /s/ N. C. Furu

Name:    N. C. Furu

Title:   CEO






In adherence by Polish Seller

OLICOM POLAND Sp. z.o.o.


By:      /s/ Lars Larsen

Name:    Lars Larsen

Title:   Vice President



                                                                         Page 34