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                                                                  EXHIBIT 10.23

February 1, 1998

Vincent F. Ratford
5689 Snowdon Place
San Jose, California 95138

Dear Vincent:

        It give us a great pleasure to extend this offer of employment to you
with Virage Logic Corporation. Virage Logic is an emerging semiconductor startup
and will greatly benefit from your contributions. To be sure that you understand
the terms and conditions of this offer of employment, I would like to detail
them below:

        This offer is conditioned on Virage Logic getting a commitment from
investors to close financing in the next 2-4 weeks or get a very firm commitment
to secure such financing.

        Your position will be Vice President of worldwide marketing and sales
reporting to me. In this position you will receive a base salary of $140,000 per
year plus the following compensation package:

        1.    $10,000 bonus if Virage Logic realizes $2.5 Million in sales in
              total (including the pre booked sales) for the fiscal year 1998
              ending September 30, 1998.

        2.    Additional $30,000 bonus (prorated from $2.5M) if Virage Logic
              realizes $5.0 Million (including the pre booked sales) in sales
              for the fiscal year 1998 ending September 30, 1998.

        3.    Additional $20,000 bonus (prorated from $5.0M) if Virage Logic
              realizes $6.0M.

        The bonus will be paid every quarter as Virage Logic hits the target
millstones.

        In addition to this, we would like to offer you 200,000 (Two Hundred
Thousand) Founders shares of Virage Logic Corporation to be vested over four
years and subject to the board of directors approval.

        In the event that your employment is terminated for reason other than
for cause following a change of control of the company, 25% of the remaining
unvested stock will vest and become immediately exercisable. In addition, you
will receive 3 months of base salary as severance pay.


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Vincent F. Ratford
February 1, 1998
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        If the company is acquired after you have been with Virage Logic more
than one year, all unvested shares become immediately fully vested and subject
to the same constrained put forth on the shares of the key personal of the
company.

        You will be eligible for all the standard company benefits, including a
full medical and dental coverage as of the date of hire. Two weeks of vacation
and 10 paid holidays.

        As is normal practice, this offer is contingent upon verification of
work authorization as required by the Immigration Reform and Control Act of
1986, as well as your signing the "Employment Invention and Confidential
Information Agreement." I have enclosed a copy of the Employment Invention and
Confidential Information Agreement for your review.

        If you find the terms of this offer acceptable, please sign below
conveying your acceptance and indicate a start date prior to returning this
letter. Retain the enclosed copy of this letter for your records. Vin, we are
excited about the opportunity to have you join our Company and personally I am
very excited to work with you. We are confident you will make a significant
contribution to the success and future of Virage Logic Corporation. We certainly
look forward to an affirmation reply to his offer by February 4, 1998.

Very truly yours,

Adam Kablanian
President and CEO



/s/  Vincent Ratford                    2/5/98
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Signature of Applicant                  Start Date