<SEQUENCE>3

<FILENAME>dex11.txt

<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT

<TEXT>

<PAGE>



                              IONA Technologies PLC



                      5,150,000 American Depositary Shares

                                  representing

                            5,150,000 Ordinary Shares



                             UNDERWRITING AGREEMENT



                                                           _______________, 2002



Lehman Brothers Inc.

SG Cowen Securities Corporation

Prudential Securities Incorporated

As Representatives of the several

Underwriters named in Schedule 1,

c/o Lehman Brothers Inc.

745 7th Avenue

New York, NY  10019



Dear Sirs:



                  IONA Technologies PLC, a public limited company organized

under the laws of Ireland (the "Company"), and the shareholder of the Company

listed on Schedule 2 (the "Selling Shareholder") propose to sell an aggregate of

5,150,000 American Depositary Shares (the "Firm ADSs"), representing 5,150,000

Ordinary Shares, par value (euro)0.0025 per share (the "Shares"), of the

Company, of which the Company proposes to sell 5,000,000 Firm ADSs and the

Selling Shareholder proposes to sell 150,000 Firm ADSs. In addition, the Company

proposes to grant to the Underwriters named in Schedule 1 hereto (the

"Underwriters") an option to purchase up to an additional 772,500 American

Depositary Shares representing 772,500 Shares on the terms and for the purposes

set forth in Section 3 (the "Option ADSs" and the "Option Shares",

respectively). The Firm ADSs and the Option ADSs, if and to the extent

purchased, are hereinafter collectively called the "ADSs." The Firm Shares will

be deposited with Morgan Guaranty Trust Company of New York (the "Custodian") on

the First Delivery Date (as hereinafter defined) or, in the case of the Option

Shares, on the date on which Option ADSs purchased in respect of the

over-allotment option are purchased, if such date is not the First Delivery

Date, pursuant to a deposit agreement in the form previously delivered to you

(the "Deposit Agreement"), dated as of February 24, 1997 among the Company,

Morgan Guaranty Trust Company of New York as depositary (the "Depositary") and

the holders from time to time of American Depositary Receipts (the "ADRs")

issued by the Depositary and evidencing the ADSs. This is to confirm the

agreement concerning the purchase of the ADSs from the Company and the Selling

Shareholder by the Underwriters.





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     1. Representations, Warranties and Agreements of the Company. The Company

     represents and warrants to and agrees with the Underwriters that:



       (a) A registration statement on Form F-3 (File No. 333-81212) with

     respect to the Firm Shares and Option Shares has (i) been prepared by the

     Company in conformity with the requirements of the United States Securities

     Act of 1933, as amended (the "Securities Act") and the rules and

     regulations (the "Rules and Regulations") of the United States Securities

     and Exchange Commission (the "Commission") thereunder, (ii) been filed with

     the Commission under the Securities Act and (iii) become effective under

     the Securities Act; and a second registration statement on Form F-3 with

     respect to the Firm Shares and the Option Shares (i) may also be prepared

     by the Company in conformity with the requirements of the Securities Act

     and the Rules and Regulations and (ii) if to be so prepared, will be filed

     with the Commission on the date hereof under the Securities Act pursuant to

     Rule 462(b) of the Rules and Regulations. Copies of the first registration

     statement, including all amendments thereto, and all documents incorporated

     by reference in the prospectus contained therein, together with the form of

     any such second registration statement have been delivered by the Company

     to you as the representatives (the "Representatives") of the Underwriters.

     As used in this Agreement, "Effective Time" means (i) with respect to the

     first such registration statement, the date and the time as of which such

     registration statement, or the most recent post-effective amendment

     thereto, if any, was declared effective by the Commission and (ii) with

     respect to any second registration statement, the date and time as of which

     such second registration statement is filed with the Commission, and

     "Effective Times" is the collective reference to both Effective Times;

     "Effective Date" means (i) with respect to the first such registration

     statement, the date of the Effective Time of such registration statement

     and (ii) with respect to any second registration statement, the date of the

     Effective Time of such second registration statement, and "Effective Dates"

     is the collective reference to both Effective Dates; "Preliminary

     Prospectus" means each prospectus included in any such registration

     statement, or amendments thereto, before it became effective under the

     Securities Act and any prospectus filed with the Commission by the Company

     with the consent of the Representatives in accordance with this Agreement

     pursuant to Rule 424(a) of the Rules and Regulations; "Primary Registration

     Statement" means the first registration statement referred to in this

     Section l(a), as amended at its Effective Time, "Rule 462(b) Registration

     Statement" means the second registration statement, if any, referred to in

     this Section 1(a), as filed with the Commission, and "Registration

     Statements" means both the Primary Registration Statement and any Rule

     462(b) Registration Statement, including in each case all information

     contained in the final prospectus filed with the Commission pursuant to

     Rule 424(b) of the Rules and Regulations in accordance with Section 6(a)

     hereof and deemed to be a part of the Registration Statements as of the

     Effective Time of the Primary Registration Statement pursuant to paragraph

     (b) of Rule 430A of the Rules and Regulations and the documents

     incorporated by reference in the prospectus contained in the Registration

     Statements at the time such parts of the Registration Statements became

     effective; and "Prospectus" means such final prospectus, as first filed

     with the Commission pursuant to paragraph (1) or (4) of Rule 424(b) of the

     Rules and Regulations; and any reference herein to any Preliminary

     Prospectus or the Prospectus shall be deemed to refer to and include the

     documents incorporated by reference therein pursuant to Item 6 of Form F-3

     under the





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Act, as of the date of such Preliminary Prospectus or Prospectus, as the case

may be; any reference to any amendment or supplement to any Preliminary

Prospectus or the Prospectus shall be deemed to refer to and include any

documents filed after the date of such Preliminary Prospectus or Prospectus, as

the case may be, under the United States Securities Exchange Act of 1934, as

amended (the "Exchange Act"), and incorporated by reference in such Preliminary

Prospectus or Prospectus, as the case may be; and any reference to any amendment

to the Registration Statements shall be deemed to refer to and include any

annual report of the Company filed pursuant to Section 13(a) or 15(d) of the

Exchange Act after the effective date of the Registration Statement that is

incorporated by reference in the Registration Statement. The Commission has not

issued any order preventing or suspending the use of any Preliminary Prospectus.



     (b)   A registration statement on Form F-6 under the Securities Act in

respect of the ADSs evidenced by the ADRs has (i) been prepared by the

Depositary in conformity with the requirements of the Securities Act and the

Rules and Regulations, (ii) been filed with the Commission under the Securities

Act and (iii) become effective under the Securities Act. Copies of such

registration statement, including all amendments thereto, have been delivered by

the Company to you as the Representatives of the Underwriters. As used in this

Agreement, "ADS Registration Statement" means such registration statement,

including all exhibits thereto, as amended at the time such registration

statement shall have become effective.



     (c)   The Primary Registration Statement and the ADS Registration Statemen

conform (and the Rule 462(b) Registration Statement, if any, the Prospectus and

any further amendments or supplements to the Registration Statements, the ADS

Registration Statement or the Prospectus, when they become effective or are

filed with the Commission, as the case may be, will conform) in all respects to

the requirements of the Securities Act and the Rules and Regulations and do not

and will not, as of the applicable effective date (as to the Registration

Statements and the ADS Registration Statement and any amendment thereto) and as

of the applicable filing date (as to the Prospectus and any amendment or

supplement thereto) contain any untrue statement of a material fact or omit to

state any material fact required to be stated therein or necessary to make the

statements therein not misleading; provided, however, that this representation

and warranty shall not apply to any statements or omissions made in reliance

upon and in conformity with information furnished in writing to the Company (i)

by an Underwriter through Lehman Brothers Inc. expressly for use therein or (ii)

by or on behalf of any Selling Shareholder specifically for inclusion therein

and described on Schedule 3 hereof.



     (d)   The documents incorporated by reference in the Prospectus, when they

were filed with the Commission, conformed in all material respects to the

requirements of the Exchange Act, as applicable, and the rules and regulations

of the Commission thereunder, and did not contain an untrue statement of a

material fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading; and any further

documents so filed and incorporated by reference in the Prospectus or any

further amendment or supplement thereto, when such documents are filed with the

Commission, will conform in all material respects to the requirements of the Act

or the Exchange Act, as applicable, and the rules and regulations of the

Commission thereunder





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and will not contain an untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the statements

therein not misleading; provided, however, that this representation and warranty

shall not apply to any statements or omissions made in reliance upon and in

conformity with information furnished in writing to the Company by an

Underwriter through Lehman Brothers Inc. expressly for use therein.



     (e)   The Company and each of its subsidiaries (as defined in Section 17)

have been duly incorporated and are validly existing as corporations in good

standing under the laws of their respective jurisdictions of incorporation; the

Company and each of its subsidiaries are duly qualified to do business and are

in good standing as foreign corporations in each jurisdiction in which their

respective ownership or lease of property or the conduct of their respective

businesses requires such qualification, and have all power and authority

necessary to own or hold their respective properties and to conduct the

businesses in which they are engaged, except for such failures to so qualify and

be in good standing or to have such power and authority which in the aggregate

do not constitute a material adverse effect on the Company and its subsidiaries

taken as a whole; and, except for Netfish Technologies, Inc. and Object-Oriented

Concepts, Inc., none of the subsidiaries of the Company is a "significant

subsidiary", as such term is defined in Rule 405 of the Rules and Regulations.



     (f)   The Company has an authorized capitalization as set forth in the

Prospectus, and all of the issued shares of capital stock of the Company have

been duly authorized and validly issued, are fully paid and credited as fully

paid and conform to the description thereof contained in the Prospectus; and all

of the issued shares of capital stock of each subsidiary of the Company have

been duly and validly authorized and issued and are fully paid and credited as

fully paid and are owned directly or indirectly by the Company, free and clear

of all liens, encumbrances, equities or claims.



     (g)   The unissued Shares represented by ADSs to be issued and sold by the

Company to the Underwriters hereunder have been duly and validly authorized and,

when issued and deposited as contemplated herein and in the Deposit Agreement,

and when the ADSs have been issued and delivered against payment therefor as

provided herein, the Shares, when so deposited and the ADSs, when so issued and

sold, will be duly and validly issued and credited as fully paid; and the ADSs

and the underlying Shares will conform in all material respects to the

descriptions thereof contained in the Prospectus; and except for a resolution of

the Board of Directors or any committee thereof allotting the exact number of

Option Shares and Option ADSs, if any, no further approval or authority of the

shareholders or the Board of Directors of the Company will be required for the

issuance and sale of the ADSs or the issuance and deposit of the Shares as

contemplated herein and in the Deposit Agreement.



     (h)   Upon the valid issuance by the Depositary of ADRs evidencing ADSs

against deposit of Shares in respect thereof and against payment therefor in

accordance with the provisions hereof and of the Deposit Agreement, the persons

in whose names the ADRs are registered will be entitled to the rights specified

in the ADRs and in the Deposit





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Agreement; and the Deposit Agreement conforms in all material respects to the

description thereof contained in the Prospectus.



     (i)   This Agreement has been duly authorized, executed and delivered by

the Company.



     (j)   The execution, delivery and performance of this Agreement by the

Company and the consummation of the transactions contemplated hereby and thereby

will not conflict with or result in a breach or violation of any of the terms or

provisions of, or constitute a default under, any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or

any of its subsidiaries is a party or by which the Company or any of its

subsidiaries is bound or to which any of the property or assets of the Company

or any of its subsidiaries is subject, nor will such actions result in any

violation of the provisions of the memorandum and articles of association or

by-laws or other constituent documents of the Company or any of its subsidiaries

or any statute or any order, rule or regulation of any court or governmental

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