VOTING TRUST AGREEMENT



        THIS  AGREEMENT  is made as of the 24th day of May,  1996,  by and among
Hans Olsen (the  "Representative") and the persons listed on Schedule A attached
hereto (the  "Escrowed  Securityholders").  Capitalized  terms used herein shall
have  the  respective  meanings  ascribed  to them in  that  certain  Securities
Purchase Agreement by and among Paradigm  Technology,  Inc.,  NewLogic Corp. and
certain  Securityholders  of NewLogic Corp., dated April 22, 1996 (the "Purchase
Agreement").

         WHEREAS,  in order to satisfy the terms and  conditions of that certain
Escrow Agreement by and among the Representative,  Paradigm Technology, Inc. and
First Trust of California (the "Escrow Agent"),  a Voting Trust Agreement by and
among the Representative and the Securityholders is required, the parties hereto
have indicated their willingness to enter into this Agreement upon the terms and
conditions set forth below;

         WHEREAS,   the  parties  hereto  enter  into  this  Agreement  for  the
additional purpose of confirming the arrangements for voting the Escrowed Shares
and for distribution of the Escrow Funds upon each Release Date;

         IT IS HEREBY AGREED AS FOLLOWS:

         1. Agreement to Vote. During the term of this Agreement,  to the extent
they are entitled to vote on a particular matter,  the Escrowed  Securityholders
agree to vote all of the Escrowed Shares of Paradigm's  voting securities issued
into escrow,  whether beneficially or otherwise (the "Escrowed Shares") pursuant
to the desire of the holders of a majority in interest of the  Escrowed  Shares.
Hans Olsen, as Representative, shall have full authority to so vote the Escrowed
Shares  and  by  signing   below,   each  Escrowed   Securityholder   gives  the
Representative  full  authority to act in his capacity  pursuant to the terms of
this Agreement.

         2.       Allocation of the Escrowed Shares.

                  a. The Escrowed Shares shall  initially be beneficially  owned
         as set forth on Schedule B hereof.

                  b.  If,  during  the term of this  Agreement,  a Claim is made
         pursuant  to  Paragraph 2 of the Escrow  Agreement,  other than a Claim
         based upon the Breach of the  covenant  contained in Section 6.9 of the
         Purchase Agreement, each Escrowed  Securityholder's  beneficially owned
         portion of the Escrowed  Shares shall be reduced pro rata by percentage
         beneficial  ownership of the Escrowed  Shares,  such that the aggregate
         number of Escrowed Shares is reduced by the

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         aggregate amount set forth on Annex I to the Escrow Agreement  opposite
         such Breach.

                  c.  If,  during  the term of this  Agreement,  a Claim is made
         pursuant to Paragraph 2 of the Escrow  Agreement  based upon the Breach
         of the covenant contained in Section 6.9(a) of the Purchase  Agreement,
         the breaching Escrowed  Securityholder's  beneficially owned portion of
         the Escrowed Shares shall be reduced by the amount set forth on Annex I
         to the Escrow Agreement  opposite such Escrowed  Securityholder's  name
         (without  affecting  any  other  Escrowed  Securityholder's  beneficial
         ownership interest); provided, however, that in the case of a Breach of
         the covenant  contained in Section 6.9(a) of the Purchase  Agreement by
         Bruce Campbell,  then those Escrowed Shares beneficially owned by Bruce
         and Simone  Campbell  shall be reduced in number until Bruce and Simone
         Campbell  beneficially own no Escrowed Shares, and if further reduction
         is necessary to indemnify Paradigm against such Breach, then the number
         of Escrowed Shares  beneficially  owned by James S. Campbell,  Trustee,
         shall be reduced until the aggregate  number of shares removed from the
         Escrowed  Shares is equal to the  number of shares  set forth  opposite
         Bruce  Campbell's  name on  Annex I to the  Escrow  Agreement  (without
         affecting any Escrowed  Securityholder's  beneficial  ownership,  other
         than Bruce Campbell, Simone Campbell or James S. Campbell).

                  d.  If,  during  the term of this  Agreement,  a Claim is made
         pursuant to Paragraph 2 of the Escrow  Agreement  based upon the Breach
         of the covenant contained in Section 6.9(b) of the Purchase  Agreement,
         the number of Escrowed Shares beneficially owned by Hans Olsen shall be
         reduced by 12,000 and the number of Escrowed Shares  beneficially owned
         by Bruce and Simone Campbell shall be reduced by 12,000.

                  e. If, during the period from the Closing to the First Release
         Date (as defined in the Escrow Agreement), no Claim is made pursuant to
         Paragraph  2 of the  Escrow  Agreement,  then the  number of shares set
         forth in the  column  entitled  "Number of Shares to be  Released  upon
         First Release Date"  opposite  each Escrowed  Securityholder's  name on
         Schedule B hereto  shall be released to such  Escrowed  Securityholder.
         If,  however,  a Claim is made  pursuant  to  Paragraph 2 of the Escrow
         Agreement,  then the reductions  required by the above paragraphs shall
         be taken into account  prior to the release of any  Escrowed  Shares to
         any Escrowed Securityholder.

                  f. If,  during the period from the Closing to the  Termination
         Date (as defined in the Escrow Agreement), no Claim is made pursuant to
         Paragraph  2 of the  Escrow  Agreement,  then the  number of shares set
         forth in the  column  entitled  "Number of Shares to be  Released  upon
         Termination Date" opposite each Escrowed Securityholder's

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         name  on  Schedule  B  hereto  shall  be  released  to  such   Escrowed
         Securityholder. If, however, a Claim is made pursuant to Paragraph 2 of
         the  Escrow  Agreement,  then  the  reductions  required  by the  above
         paragraphs  shall be taken  into  account  prior to the  release of any
         Escrowed Shares to any Escrowed Securityholder.

         3.  Successors  in  Interest  of  the  Escrowed  Securityholders.   The
provisions of this Agreement shall be binding upon the successors in interest of
the  Escrowed  Securityholders  as to all of the  Escrowed  Shares.  No Escrowed
Securityholder  shall transfer the beneficial  ownership of any Escrowed  Shares
unless and until the person to whom such  security  is to be  transferred  shall
have  executed a written  agreement,  satisfactory  in form and substance to the
remaining Escrowed  Securityholders  and the  Representative,  pursuant to which
such person  becomes a party to this Agreement and agrees to be bound by all the
provisions  hereof as if such  person was an  original  Escrowed  Securityholder
hereunder.  Should any  Escrowed  Securityholder  die or be disabled  during the
effectiveness  of this  Agreement,  then  the  personal  representative  of such
Escrowed  Securityholder's  estate or the person or persons to whom those shares
beneficially owned by such Escrowed  Securityholder are transferred  pursuant to
such Escrowed  Securityholder's  will or in accordance  with the laws of descent
and distribution  shall be bound by the terms of this Agreement,  whether or not
such person shall have executed a counterpart to this Agreement.

         4.  Termination.  This Agreement  shall  terminate upon the Termination
Date (defined as May ____, 1998 in the Escrow Agreement).

         5.  Amendments  and  Waivers.  Any term  hereof may be amended  and the
observance of any term hereof may be waived (either generally or in a particular
instance  and  either  retroactively  or  prospectively)  only with the  written
consent of the holders holding a majority in interest of the Escrowed Shares and
the  Representative.  Any amendment or waiver so effected  shall be binding upon
each of the Escrowed Securityholders or their successors or assigns,  regardless
of whether any such Escrowed Securityholder actually signed this Agreement.

         6. Stock Splits, Stock Dividends, etc. In the event of any stock split,
stock dividend,  recapitalization,  reorganization,  or the like, any securities
issued with  respect to the  Escrowed  Securityholders'  Escrowed  Shares  shall
become Escrowed Shares for purposes of this Agreement.

         7. Indemnification.  Through the Escrow or otherwise,  in consideration
of the  Representative's  acceptance  of this  appointment,  the  other  parties
hereto,  jointly and severally,  agree to indemnify and hold the  Representative
harmless as to

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any liability  incurred by him to any person,  firm or  corporation by reason of
his having accepted such  appointment or in carrying out the terms hereof and to
reimburse  the  Representative  for all of his  reasonable  costs and  expenses,
including, among other things, counsel fees and expenses,  incurred by reason of
any  matter  as to  which  an  indemnity  is paid;  provided,  however,  that no
indemnity need be paid in case of the Representative's gross negligence, willful
misconduct or breach of this Agreement.

         8. Other Documents. The Escrowed Securityholders and the Representative
hereby agree to take whatever  additional action and execute whatever additional
documents the Representative or the Escrow Agent may deem necessary or advisable
in order to carry out or effect one or more of the  obligations or  restrictions
imposed on the Escrowed Shares pursuant to the provisions of this Agreement.  In
particular,  the  Representative  shall execute three Assignments  Separate From
Certificate,  as attached hereto as Exhibit Z, have such  Assignments  Medallion
Guaranteed  and  deliver  such  Assignments  to the  Escrow  Agent  as  soon  as
practicable.

         9. Severability.  Whenever  possible,  each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this  Agreement  shall be held to be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

         10.  Governing Law. This  Agreement  shall be governed by and construed
under the laws of the State of  California,  without  regard to the  conflict of
laws provisions thereof.

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

         12. Successors and Assigns.  Except as otherwise  expressly provided in
this  Agreement,  the  provisions  hereof  shall inure to the benefit of, and be
binding upon, the successors and assigns of the parties hereto.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

REPRESENTATIVE                             ESCROWED SECURITYHOLDER
Hans Olsen                                 Phil Andrews


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