AGREEMENT OF MERGER


         THIS AGREEMENT OF MERGER,  made and entered into as of June 5, 1996, by
and between PARADIGM TECHNOLOGY, INC., a Delaware corporation ("Paradigm"),  and
NEWLOGIC CORP., a Delaware corporation ("NewLogic"),

                              W I T N E S S E T H:

         WHEREAS,   Paradigm  and  NewLogic   (collectively   the   "Constituent
Corporations")  have entered into a Securities Purchase Agreement (the "Purchase
Agreement") dated as of April 22, 1996, as amended; and

         WHEREAS, the Board of Directors of the Constituent Corporations deem it
advisable and in the best interests of the Constituent  Corporations  and in the
best interests of the stockholders of the Constituent Corporations that NewLogic
be merged with and into Paradigm (the  "Merger") in accordance  with Section 251
of the Delaware General Corporation Law:

         NOW, THEREFORE, the Constituent Corporations hereby agree as follows:

                                    ARTICLE I

         1.1 Paradigm.  Paradigm was incorporated under the laws of the State of
Delaware on April 4, 1995.  Paradigm is authorized to issue 5,000,000  shares of
Preferred Stock,  $.01 par value per share  ("Paradigm  Preferred  Stock"),  and
25,000,000  shares of Common Stock,  $.01 par value per share ("Paradigm  Common
Stock"). As of May 29, 1996, an aggregate of 6,820,641 shares of Paradigm Common
Stock were issued and  outstanding,  and no shares of Paradigm  Preferred  Stock
were issued or outstanding.

         1.2 NewLogic.  NewLogic was incorporated under the laws of the State of
Delaware on July 1, 1993.  NewLogic is authorized to issue 10,765,000  shares of
Common Stock, $0.01 par value ("NewLogic Common Stock"), and 4,235,000 shares of
Preferred Stock, $0.01 par value ("NewLogic  Preferred Stock"),  of which 60,000
authorized shares are designated Series A Preferred Stock,  3,750,000 authorized
shares are designated  Series B-1 Preferred Stock and 425,000  authorized shares
are designated  Series B-2 Preferred  Stock. As of May 29, 1996, an aggregate of
3,226,160 shares of NewLogic Common Stock were issued and outstanding, no shares
of NewLogic Series A Preferred Stock were issued and  outstanding,  an aggregate
of  1,825,000  shares of  NewLogic  Series B-1  Preferred  Stock were issued and
outstanding and no shares of NewLogic Series B-2 Preferred Stock were issued and
outstanding.



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                             ARTICLE II - The Merger

         2.1 Effectiveness of Merger.  The Merger shall become effective at such
time  ("Effective  Time  of the  Merger")  as  this  Agreement  of  Merger  or a
Certificate of Merger is duly filed in accordance with the laws of Delaware.  At
the Effective Time of the Merger, NewLogic shall be merged into Paradigm and the
separate corporate  existence of NewLogic shall thereupon cease.  Paradigm shall
be the surviving corporation in the Merger (the "Surviving Corporation") and the
separate corporate existence of Paradigm with all its purposes, objects, rights,
privileges,  powers and franchises,  shall continue unaffected and unimpaired by
the Merger. Paradigm stockholder approval of the Merger is not required pursuant
to Section 251(f) of the code because Paradigm shares representing less than 20%
of  outstanding  Paradigm  stock  will be issued in the  Merger.  All  requisite
NewLogic stockholder approval of the Merger has been obtained.

         2.2 Effect of Merger.  The  Surviving  Corporation  shall  possess  all
assets and property of every description,  and every interest therein,  wherever
located,  and  the  rights,  privileges,  immunities,  powers,  franchises,  and
authority,  of a  public  as well as of a  private  nature,  of the  Constituent
Corporations, and all obligations belonging to or due to each of the Constituent
Corporations,  all of which shall be vested in the Surviving Corporation without
further act or deed, and title to any real estate or any interest therein vested
in the  Constituent  Corporations  shall not revert or in any way be impaired by
reason of the Merger.

         The Surviving  Corporation  shall be liable for all  obligations of the
Constituent   Corporations,   including   liability,   if  any,  to   dissenting
stockholders,  and any claim existing,  or action or proceeding  pending,  by or
against the Constituent Corporations,  may be prosecuted to judgment, with right
of appeal,  as if the Merger had not taken place. All the rights of creditors of
the Constituent  Corporations shall be preserved unimpaired,  and all liens upon
the property of the Constituent  Corporations shall be preserved unimpaired,  on
only the property affected by such liens immediately prior to the Effective Time
of the Merger.

         2.3 Further Assurances. If, at any time after the Effective Time of the
Merger,  the  Surviving  Corporation  shall  consider  or be  advised  that  any
conveyance,  assignment,  transfer, deed or other instrument or act is necessary
or desirable to vest, perfect or confirm of record or otherwise in the Surviving
Corporation  its right,  title or  interest  in, to or under any of the  rights,
properties  or assets of NewLogic  acquired  or to be acquired by the  Surviving
Corporation  as a result of, or in  connection  with the Merger or to  otherwise
carry out this Merger  Agreement,  the officers and  directors of the  Surviving
Corporation shall and will be authorized to execute, acknowledge and deliver, in
the name and on behalf of

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the  Constituent  Corporations or otherwise, all such instruments and to do such
acts.

                                   ARTICLE III
                    Certificate of Incorporation, By-Laws and
                     Directors of the Surviving Corporation

         3.1 Certificate of  Incorporation.  The Certificate of Incorporation of
Paradigm in effect at the Effective Time of the Merger shall be the  Certificate
of Incorporation of the Surviving Corporation.

         3.2 By-laws. The By-laws of Paradigm in effect at the Effective Time of
the Merger shall be the by-laws of the Surviving Corporation.

         3.3  Directors.  The  directors  of  Paradigm  holding  office  at  the
Effective Time of the Merger shall be the directors of the Surviving Corporation
(each of whom  shall  continue  in  office  until  the next  annual  meeting  of
stockholders  of the  Surviving  Corporation  and  until  his or her  respective
successor has been elected).

                                   ARTICLE IV
                         Manner and Basis of Converting
                     Shares of the Constituent Corporations

         4.1 Conversion of Shares. At the Effective Time of the Merger:

         (a) all shares of NewLogic  Common Stock which are held in its treasury
immediately prior to the Effective Time of the Merger shall be canceled;

         (b) each share of Paradigm  Common Stock and Paradigm  Preferred  Stock
which is outstanding immediately prior to the Effective Time of the Merger shall
continue to be outstanding immediately after the Effective Time of the Merger;

         (c)  each  share  of  NewLogic   Common  Stock  which  is   outstanding
immediately prior to the Effective Time of the Merger, other than 253,667 shares
of Common Stock which shall be converted pursuant to subsection (e) below, shall
be  converted at the  Effective  Time of the Merger into  .07518797  (or 1/13.3)
shares of Common Stock, of the Surviving Corporation;

         (d)  Each  share  of  NewLogic  Series  B-1  Preferred  Stock  which is
outstanding  immediately  prior to the Effective Time of the Merger,  other than
the  825,000  shares of  NewLogic  Series B-1  Preferred  Stock held by Nichimen
Corporation which shall be converted  pursuant to subsection (f) below, shall be
converted at the Effective Time of the Merger into .09090909 (or 1/11) shares of
Common Stock, of the Surviving Corporation; and


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         (e) Each  share of  NewLogic  Common  Stock  set forth  below  which is
outstanding  immediately  prior to the  Effective  Time of the  Merger  shall be
converted  at the  Effective  Time of the  Merger  into  the  right  to  receive
$0.650376:


              Number of Shares        Issued To
              ----------------       -------------
                  96,267             Hans Olsen

                 129,400             Nicholas Wade

                   2,000             James Demaris

                   2,000             Rebecca Williams

                  24,000             Peter MacCormack


         (f) Each share of NewLogic  Series B-1 Preferred Stock held by Nichimen
Corporation which is outstanding  immediately prior to the Effective Time of the
Merger, shall be converted at the Effective Time of the Merger into the right to
receive $0.80.

         4.2 Share Certificates. As soon as practicable after the Effective Time
of the  Merger and after  surrender  to the  Exchange  Agent  designated  by the
Surviving  Corporation (the "Exchange  Agent") of any certificate which prior to
the Effective Time of the Merger shall have  represented  any shares of NewLogic
Common Stock or NewLogic Preferred Stock, the Surviving  Corporation shall cause
to  be  distributed  to  the  persons   identified  in  the  Purchase  Agreement
certificates  registered in the name of such persons  representing the number of
full shares of Common Stock of the Surviving  Corporation  into which any shares
previously represented by the surrendered  certificate shall have been converted
at the Effective Time of the Merger.  As soon as practicable after the Effective
Time of the Merger and after  surrender to the Exchange Agent of any certificate
which  prior to the  Effective  Time of the Merger  shall have  represented  the
Shares  described in Sections  4.1(e) and (f) above,  the Surviving  Corporation
shall  cause to be  distributed  to the holders  thereof  cash in the amount set
forth in  Section  4.1(e)  and (f) above  and in  accordance  with that  certain
Investors  Purchase  Agreement by and between  Paradigm  and such  stockholders.
Until surrender as contemplated by the preceding two sentences, each certificate
which  immediately  prior  to the  Effective  Time  of  the  Merger  shall  have
represented  any shares of NewLogic  Common  Stock or NewLogic  Preferred  Stock
shall be deemed  from and after the  Effective  Time of the Merger to  represent
only  the  right  to  receive  upon  such  surrender  the  certificates  or cash
contemplated by the preceding two sentences.

         4.3 Fractional Share Interests.  No certificates or scrip  representing
fractional  shares of Common Stock of the Surviving  Corporation shall be issued
upon the surrender  for exchange of  certificates  for NewLogic  Common Stock or
NewLogic  Preferred  Stock  pursuant to this Article IV and no dividend or stock
split by the Surviving Corporation shall relate to any fractional

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share,  and such fractional  share interests shall not entitle the owner thereof
to vote or to any  rights  of a  stockholder.  In  lieu of any  such  fractional
shares,  each holder of a fractional  interest shall be entitled to receive cash
in an amount equal to his or her fractional share interest.

                                    ARTICLE V

                            Termination and Amendment

         5.1  Termination.  Notwithstanding  the  approval of this  Agreement of
Merger by the  stockholders  of NewLogic and Paradigm,  this Agreement of Merger
shall  terminate  forthwith  in the event that the Purchase  Agreement  shall be
terminated  as  therein  provided.  In the  event  of the  termination  of  this
Agreement of Merger as provided above,  this Agreement of Merger shall forthwith
become void and there shall be no  liability  on the part of either  NewLogic or
Paradigm or their respective officers or directors, except as expressly provided
for in the Purchase Agreement.

         5.2  Amendment.  This  Merger  Agreement  may be amended by the parties
hereto,  by action taken by their  respective  Boards of Directors,  at any time
before or after  approval  hereof by the  stockholders  of  either  NewLogic  or
Paradigm, but, after any such approval, no amendment shall be made which changes
the ratio at which NewLogic  Common Stock or NewLogic  Preferred  Stock is to be
converted  as provided in Section 4.1 of this Merger  Agreement  or which in any
way adversely affects the holders of NewLogic Common Stock or NewLogic Preferred
Stock without the further approval of such  stockholders.  This Merger Agreement
may not be amended  except by an instrument in writing  signed on behalf of each
of the  parties  hereto.  This Merger  Agreement  may be executed in two or more
counterparts which together shall constitute a single agreement.

         IN WITNESS WHEREOF, Paradigm and NewLogic have caused this Agreement of
Merger to be signed by their respective officers thereunto duly authorized as of
the date first written above.

                                           PARADIGM TECHNOLOGY, INC.



                                           By___________________________________
                                                          President

ATTEST:



________________________________
           Secretary


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                                           NEWLOGIC CORP.



                                           By___________________________________
                                                         President

ATTEST:



_________________________________
          Secretary

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