<PAGE>   1
                                                                   EXHIBIT 10.27

*CERTAIN INFORMATION WITHIN THIS EXHIBIT HAS BEEN OMITTED AND THE NON-PUBLIC
INFORMATION HAS BEEN FILED SEPARATELY WITH THE SEC. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                         SOURCE CODE LICENSE AGREEMENT

THIS SOURCE CODE LICENSE AGREEMENT (this "AGREEMENT") is entered into as of the
13th day of June, 2000 (the "EFFECTIVE DATE"), by and between Credence Systems
Corp., a Delaware corporation with its principal place of business at 215
Fourier Avenue, Fremont, CA 94539 ("CREDENCE"), and its wholly-owned subsidiary,
Fluence Technology Inc., a Delaware corporation, with its principal place of
business at 8700 S.W. Creekside Place, Beaverton, OR 97008 ("FLUENCE"; Credence
and Fluence, collectively, "LICENSOR") and Virage Logic Corp., a Delaware
corporation with its principal place of business at 46501 Landing Parkway,
Fremont, CA 94538 ("LICENSEE"). Licensor and Licensee are each referred to in
this Agreement as a "PARTY" individually, and as the "PARTIES" collectively.


                                    RECITALS

WHEREAS, Licensee entered into a certain License Agreement with HPL, Inc.
("HPL") effective October 12, 1996, to sell HPL's BIST CAD tools embedded within
Licensee's own memory and logic compilers (the "HPL/VIRAGE LOGIC BIST
AGREEMENT");

WHEREAS, Credence acquired certain assets and assumed certain liabilities of HPL
pursuant to a certain Asset Purchase Agreement, effective June 1, 1998,
including HPL's BIST CAD tools and an assignment of the HPL/Virage Logic BIST
Agreement with the consent of Licensee;

WHEREAS, Credence owns all Intellectual Property Rights (as defined below)
related to HPL's BIST CAD tools, and Fluence exclusively sells and supports
HPL's BIST CAD tools;

WHEREAS, Licensee would like to enter into a new agreement with Credence and
Fluence superceding the HPL/Virage Logic BIST Agreement;


NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, the Parties agree as follows:

1    DEFINITIONS

1.1 "AFFILIATE" with respect to a particular party, shall mean an entity which
controls, is controlled by or is under common control with such party, where
"control" for


<PAGE>   2

purposes hereof means ownership of more than fifty percent (50%) of the voting
stock of an entity, or in the case of an entity that does not have voting stock,
as may be the case of a partnership, joint venture or unincorporated
association, having more than fifty percent (50%) of the ownership interest
representing the right to make decisions for such entity.

        1.2 "APPLICATION" shall mean the Program or a Derivative Work thereof
integrated with a Virage memory compiler program such that the output of the
memory compiler or other Virage program is automatically inputted into the
Program.

        1.3 "AVERAGE SALES PRICE" or "ASP" shall mean the average sales price
for the Program received by Fluence when licensed standalone; or if the Program
is not licensed standalone, then an equitable pro-rata portion of the bundle in
which the Program is licensed, as determined by Licensee and Fluence in good
faith; provided, however, that:

               1.3.1  for the period between the Effective Date of this
                      Agreement and June 30, 2001, the ASP shall be initially
                      set at the current sales price for an All Memory Type Seat
                      License according to Exhibit D;

               1.3.2  for semi-annual periods after June 30, 2001, the ASP shall
                      be determined on a semi-annual basis as the average sales
                      price of an All Memory Type Seat License calculated over
                      the then immediately preceding twelve (12) months; and

               1.3.3  the ASP shall be deemed to be zero for any semi-annual
                      period after December 31, 2000, that Fluence does not
                      receive revenue for a minimum of the equivalent of three
                      (3) All Memory Type Seat Licenses of the Program, other
                      than through Licensee, within the immediately preceding
                      twelve (12) month period, wherein for the purposes of this
                      equivalency determination, three (3) Project Licenses (or
                      Tokens) shall be equivalent to one (1) All Memory Type
                      Seat License, four (4) One Memory Type Seat Licenses shall
                      be equivalent to one (1) All Memory Type Seat License, and
                      six (6) Instance Licenses shall be equivalent to one (1)
                      All Memory Type Seat License.

               1.3.4 The current sales price list for the Program is as set
forth in Exhibit D.

      1.4   "CONFIDENTIAL INFORMATION" shall mean any information relating to or
Disclosed in the course of the performance of this Agreement, which is or should
be




                                       2
<PAGE>   3

reasonably understood to be confidential or proprietary to the disclosing party
or is otherwise marked "Confidential" or "Proprietary" or words of similar
import. For avoidance of doubt, the Source Code is the Confidential Information
of Credence.

      1.5   "DERIVATIVE WORK" shall mean derivative works of the Source Code and
the Documentation therefor, as the term is defined in Title 17, United States
Code, Section 101; provided, however, that a Derivative Work shall not include
any module: (i) whose functionality differs from the functionality of all of the
modules of the Program delivered hereunder; or (ii) that simply interfaces with
the modules of the Program delivered hereunder.

      1.6 "DOCUMENTATION" means written explanatory materials relating to the
operation or use of the Program as set forth in Exhibit B.

      1.7   "FULL COPY" shall mean machine executable code comprising at least
some of the modules of the Program as compiled from the Source Code and
integrated in an Application, and is not a Stripped Down Copy.

        1.8 "INTELLECTUAL PROPERTY RIGHTS" shall mean all rights in all U.S. and
foreign letters patent and applications for letters patent, rights in copyrights
and rights of authorship, and rights in trade secrets under common law, state
law, federal law, and the laws of foreign countries, that Licensee would be
liable for to Licensor as an infringer without this Agreement being in effect.

        1.9 "OBJECT CODE" shall mean any machine executable code derived in
whole or in part from the Program.

       1.10  "PRODUCT" shall mean a semiconductor device developed as a result
of an Application.

       1.11  "PROGRAM" shall mean HPL's memBIST program.

       1.12  "SOURCE CODE" shall mean any human readable code from which the
Program is compiled.

       1.13  "STRIPPED DOWN COPY" shall mean machine executable code comprising
some of the modules of the Program as compiled from the Source Code and
integrated in an Application, but such modules shall not include at least the
following features of the Program: (i) its graphical user interface; and (ii)
its programmable test algorithm.




                                       3
<PAGE>   4

2    LICENSE AND RESTRICTIONS

      2.1   DELIVERY. Within five (5) working days of the execution of this
Agreement, Licensor shall deliver to Licensee one (1) copy of the Source Code
and one (1) copy of the Documentation in electronic form. Thereafter, Licensor
shall deliver to Licensee one (1) copy each of the Source Code and Documentation
for any releases or versions of the Program that are developed during the term
of this Agreement prior to commercial release thereof, also in electronic form.
The Source Code shall be subject to the acceptance criteria set forth in Exhibit
C.

      2.2   LICENSES.

            2.2.1 SOURCE CODE. Licensor grants Licensee a nonexclusive,
                  nontransferable, paid-up license to make, use, reproduce, and
                  prepare Derivative Works of the Source Code under Licensor's
                  Intellectual Property Rights, for the purposes of enhancing,
                  supporting and maintaining the Program, subject to the
                  confidentiality provisions of this Agreement. No right to
                  grant sublicenses to the Source Code is granted hereunder.

            2.2.2 OBJECT CODE. Licensor grants to Licensee a royalty-bearing,
                  nonexclusive, nontransferable license, under Licensor's
                  Intellectual Property Rights, to reproduce, distribute,
                  disclose, import and export the Object Code of the Program and
                  Derivative Works thereof as part of an Application.

            2.2.3 PRODUCTS. Licensor covenants not to sue, under Licensor's
                  Intellectual Property Rights, Licensee's customers based on
                  the making, using or selling of Products using Applications
                  made pursuant to Section 2.2.2.

            2.2.4 DOCUMENTATION. Licensor grants to Licensee a royalty-free,
                  nonexclusive, nontransferable license to make, use, sell,
                  offer for sale, reproduce, distribute, disclose, import,
                  export and prepare Derivative Works of Documentation under
                  Licensor's Intellectual Property Rights, together with the
                  right to sublicense others to do the same.

      2.3   COPIES. Licensee may copy or reproduce the Source Code for the
purposes contemplated in this Agreement and for backup and archival purposes.




                                       4
<PAGE>   5

      2.4   SUBLICENSES. Licensee may sublicense Object Code and/or executable
code for the Program for Applications and embodiment in Products, but may not
sublicense the Source Code for the Program. Each sublicense agreement must
include a provision prohibiting the sublicensee, subject to applicable law to
the contrary, from attempting to decompile, reverse engineer or disassemble the
Object Code, or in any other manner, convert the Object Code into human-readable
form.

      2.5   GRANTBACK. Licensee hereby grants to Licensor, and its Affiliates,
under all applicable Intellectual Property Rights owned by Licensee or
sublicensable by Licensee, a nonexclusive, royalty-free, perpetual license to
all Derivative Works of the Program or Documentation that Licensee develops
hereunder; provided, however, that the foregoing shall not be construed to grant
Licensor any rights to any Application, other than to the Derivative Work itself
embedded in such Application. Licensee shall provide one (1) copy of each such
Derivative Work prior to Licensee's commercial release thereof.

      2.6   NON-COMPETITION. During the term of this Agreement, Licensee shall
not sell an Application or Product that has memory built-in self test
functionality as a standalone product or feature.

      2.7   EXCLUSIVITY. For a period of two (2) years from the Effective Date,
Licensor shall not grant a third party the right to integrate the Program, in
whole or substantial part, into a memory compiler.

      2.8   OWNERSHIP. Licensee acknowledges that Licensor retains sole
ownership of and title to the Program as delivered by Licensor, and that
Licensee is receiving no title or other interest therein except the license
expressly granted by this Agreement. Subject to the preceding sentence and
Section 2.5: (i) Licensee shall own all Applications and Derivative Works
created hereunder (subject to Licensor's underlying ownership of the Program);
and (ii) Licensor claims no ownership of, or right or title to, any Derivative
Works or Applications made by or for Licensee.

3    SUPPORT AND MAINTENANCE

      3.1   SUPPORT. Fluence shall support Licensee in its efforts to integrate
the Program into the Application. Licensor shall bear its own travel and hotel
out-of-pocket expenses related to the provision of support pursuant to this
Section 3.1 for the first two (2) man-months of such support time; thereafter,
Licensor and Licensee shall split such expenses equally. Licensor shall provide
detailed monthly expense reports as a condition of Licensee bearing such
expenses.



                                       5
<PAGE>   6

      3.2   MAINTENANCE. Fluence shall provide the same maintenance services and
new revisions of the Program to Licensee as it provides to its customers of the
Program under Fluence's standard maintenance contract. Such maintenance to
Licensee will be free-of-charge for so long as royalties are paid to Fluence by
Licensee under this Agreement; thereafter, such maintenance shall be provided,
if requested by Licensee, at Fluence's then-current fees for Fluence's standard
maintenance contract. If at any time Fluence discontinues such maintenance
services or otherwise fails to provide the maintenance specified in this Section
3.2, Licensee shall have the right to offset against royalties payable under
Section 4.2 the fees for Fluence's standard maintenance contract that were in
effect just prior to the discontinuation.

4    CONSIDERATION

      4.1   WARRANTS. In consideration for the Source Code license granted under
this Agreement, Licensee will, upon acceptance of the Source Code in accordance
with Section 2.1, grant warrants convertible for One Hundred Thousand (100,000)
shares of Licensee common stock at an exercise price of Two Dollars ($2.00) per
share, such warrants to be substantially of the form of Exhibit A, and issued to
the parties and for the number of shares as follows:

            4.1.1 Ninety Thousand (90,000) to Credence;

            4.1.2 Five Thousand (5,000) to David Lepejian; and

            4.1.3 Five Thousand (5,000) to Lawrence Kraus.

      4.2   ROYALTIES. In consideration of the Object Code and Documentation
licenses granted hereunder and the covenant not to sue with respect to Products,
Licensee will pay, subject to Section 3.2, a royalty to Licensor as to each
Application licensed by or on behalf of Licensee equal to:

            4.2.1 Until cumulative royalties of *** have been paid to Licensor
                  by Licensee under this Agreement:

                  4.2.1.1 *** of the Average Sales Price, if the Application
                          contains a Full Copy; and

                  4.2.1.2 *** of the Average Sales Price, if the Application
                          contains a Stripped Down Copy.



                                       6
<PAGE>   7
            4.2.2 After cumulative royalties of *** have been paid, and until
                  cumulative royalties of *** have been paid to Licensor by
                  Licensee under this Agreement:

                  4.2.2.1 *** of the Average Sales Price, if the Application
                          contains a Full Copy; and

                  4.2.2.2 *** of the Average Sales Price, if the Application
                          contains a Stripped Down Copy.

            4.2.3 After cumulative royalties of *** have been paid to Licensor
                  by Licensee under this Agreement, the Object Code and
                  Documentation licenses granted hereunder and the covenant not
                  to sue with respect to Products shall be royalty free.


      4.3   FORM OF PAYMENTS. Payment to Fluence shall be in United States
dollars by check to Fluence at the address set forth in this Agreement.

      4.4   TIME OF PAYMENTS. Licensee shall pay to Fluence the royalties
payable hereunder on a quarterly basis, within thirty (30) calendar days after
the end of each of Licensee's fiscal quarters.

      4.5   RECORD KEEPING.

            4.5.1 Each of Licensee and Fluence shall maintain true and accurate
                  accounts and records in accordance with recognized accounting
                  principles to provide the data necessary for computation of
                  the royalties payable under the terms of this Agreement.

            4.5.2 Licensee and Fluence shall permit the other Party or its
                  designees, at any time during regular business hours, to
                  examine and take abstracts from the relevant records of that
                  Party to determine compliance with this Agreement, including
                  calculation of the proper Average Sales Price by Fluence and
                  payment of the proper amount of royalties by Licensee.




                                       7
<PAGE>   8

5    CONFIDENTIALITY

      5.1   SCOPE. Each Party acknowledges that it will receive Confidential
Information of the other Parties relating to technical, marketing, product,
and/or business affairs. Each Party agrees that all Confidential Information of
the other Parties shall be held in strict confidence and shall not be disclosed
or used without express written consent of such other Party. Each Party shall
treat Confidential Information of the other Parties at least as strictly as such
Party's own proprietary information, but in no event using less than a
reasonable degree of care.

      5.2   EXCEPTIONS. The obligations of this Section 5 shall not apply to
information: (i) already lawfully known to the receiving Party; (ii) disclosed
in published materials; (iii) generally known to the public; (iv) lawfully
obtained from any third party; or (v) required to be disclosed pursuant to
applicable law, provided that the disclosing Party is provided an opportunity to
contest the need for such disclosure or otherwise seek a protective order to
limit disclosure thereof.

6    WARRANTIES/COVENANTS/INDEMNIFICATION

      6.1   LICENSOR WARRANTIES. Licensor represents and warrants that:

            6.1.1 Credence has sufficient right, title and interest in both the
                  Source Code and the Documentation to permit Credence to
                  lawfully grant the license to Licensee hereunder;

            6.1.2 The Program does not and will not infringe on the Intellectual
                  Property Rights of any third party, domestic or foreign;
                  provided, however, that the foregoing warranty does not apply
                  with respect to the Program or portions or modules thereof:
                  (i) not supplied by Licensor; (ii) made in whole or in part in
                  accordance with Licensee specifications; (iii) which are
                  modified other than by Licensor after shipment, if the alleged
                  infringement relates to such modification; (iv) combined with
                  other products, processes, software, equipment or materials
                  not provided by Licensor, if the alleged infringement relates
                  to such combination, (v) where Licensee continues allegedly
                  infringing activity after being notified thereof or after
                  being provided modifications that would have avoided the
                  alleged infringement, or (vi) where Licensee's use of the
                  Program or portions or modules



                                       8
<PAGE>   9

                  thereof is not strictly in accordance with the license granted
                  in Section 2;

            6.1.3 The Program conforms to the warranty in Fluence's standard
                  software license agreement, the current form of such agreement
                  attached as Exhibit E.

      6.2   LICENSEE WARRANTIES. Licensee represents and warrants that:

            6.2.1 Licensee has full power and authority to enter into this
                  Agreement, to perform its obligations hereunder and to
                  consummate the transactions contemplated hereby;

            6.2.2 The execution and delivery of this Agreement by all parties,
                  the performance by Licensee of its obligations hereunder, and
                  the consummation of the transactions contemplated hereby have
                  been duly and validly authorized by all necessary corporate or
                  other action;

            6.2.3 Licensee has taken all necessary action with respect to the
                  execution and delivery of this Agreement; and

            6.2.4 This Agreement constitutes a legal, valid and binding
                  obligation of Licensee, enforceable in accordance with its
                  respective terms, except as limited by applicable bankruptcy,
                  insolvency, moratorium, reorganization or other laws affecting
                  creditors' rights and remedies generally.

      6.3   FLUENCE COVENANTS. Fluence covenants that it now has and for the
term of this Agreement will continue to have sufficient engineering personnel to
support its technical support obligations hereunder.

      6.4   LICENSEE COVENANTS. All software data sheets, sales training
manuals, demonstration tools, and other marketing or sales materials for
marketing of the Program as part of Applications shall be the responsibility of
Licensee.

      6.5   INDEMNIFICATION. Each Party agrees to indemnify, defend and hold the
other Party harmless from any and all losses, damages, costs, expenses, and
liabilities arising out of the breach of such Party's warranties contained in
this Section 6.




                                       9
<PAGE>   10

7    TERM AND TERMINATION

      7.1   TERM. The term of this Agreement shall be indefinite, unless
terminated in accordance with the provisions of this Section 7.

      7.2   TERMINATION FOR BREACH. In the event of a material breach by one
Party hereunder, a non-breaching Party shall have the right to terminate this
Agreement upon thirty (30) days notice to the breaching Party which breach is
not cured within such period.

      7.3   TERMINATION FOR INSOLVENCY. A Party shall have the right to
terminate this Agreement in the event another Party is insolvent, adjudged
bankrupt, is unable to pay its debts when due, ceases to operate as a going
concern, makes an assignment for the benefit of creditors, or is the subject of
a bankruptcy proceeding, whether voluntary or involuntary, which is not
dismissed within ninety (90) days.

      7.4   EFFECT OF TERMINATION. In the event of termination for cause of this
Agreement: (i) due to Licensee's material breach, the Object Code and
Documentation license grants of Sec. 2 shall be terminable at any time
thereafter at the sole discretion of Licensor by giving written notice of such
termination to Licensee; or (ii) due to Fluence's material breach, Licensee's
obligations under Section 4.2 shall be terminable at any time thereafter at the
sole discretion of Licensee by giving written notice of such termination to
Licensor, and Licensor's grants in Section 2 shall become perpetual grants of
such enumerated rights.

      7.5   SURVIVAL. The provisions of Sections 1, 2.2 -2.4 (subject to Section
7.4(i)), 2.8, 4 (subject to Section 7.4(ii)), 5, 6 (except Sections 6.3, 6.4),
7.4, 8 9 and this Section 7.5 shall survive any termination of this Agreement.

8    COPYRIGHT AND TRADE SECRET NOTICES.

Licensee shall assure that all Object Code and Documentation distributed by
Licensee will include the following notice:

        Copyright Credence Systems Corporation, 1998-2000.  All Rights Reserved.

The foregoing notice shall be: (i) affixed in a prominent location on the media,
in the Documentation on the media packaging, and in a readable file in the code;
and (ii) will appear on at least one display screen for at least two seconds
during execution of the


                                       10
<PAGE>   11

Object Code. Licensee shall assure that the Source Code has the following legend
affixed to it in a prominent location on the media, and in a readable file in
the code:

      Unpublished Confidential Information of Credence Systems Corporation. Do
      not disclose. Copyright Credence Systems Corporation, 1998-2000. All
      Rights Reserved.

9    MISCELLANEOUS

      9.1   ARBITRATION. In the event of a dispute between the Parties hereunder
concerning whether Licensor is in material breach hereunder, the Parties agree
that such matter will be submitted to an arbitrator experienced in the field of
memory circuit design (the "ARBITRATOR"). Such matter shall be settled by
arbitration by and in accordance with the applicable Commercial Arbitration
Rules of the American Arbitration Association ("AAA"). Judgment upon the award
rendered by the Arbitrator may be entered in any court having jurisdiction. The
Arbitrator will have the right to assess, against a Party or among the Parties,
as the Arbitrator deems reasonable" (i) administrative fees of the AAA; (ii)
compensation, if any, to the Arbitrator; and (iii) attorneys' fees incurred by a
Party. Arbitration hearings will be held in Alameda County, California. The
provisions of California Code of Civil Procedure Section 1283.05 will apply to
any arbitration.

      9.2   INDEPENDENT CONTRACTORS. The relationship of the Parties established
by this Agreement is that of independent contractors, and nothing contained in
this Agreement shall be construed to: (i) give any Party the power to direct or
control the day-to-day activities of the other Parties; (ii) constitute the
Parties as partners, joint venturers, co-owners or otherwise as participants in
a joint or common undertaking; or (iii) allow any Party to create or assume any
obligation on behalf of the other Parties for any purpose whatsoever.

      9.3   NON-SOLICITATION. For a period of two (2) years from the Effective
Date, Licensee shall not solicit for employment the employees of Fluence and
Credence, and vice-versa.

      9.4   ASSIGNMENT. This Agreement shall inure to the benefit and be binding
upon each Party's respective assigns and successors.

      9.5   PUBLICITY. Without the prior written consent of the other Parties,
no Party shall in any manner disclose, advertise or publish the fact that the
Parties have entered into this Agreement, except such disclosure as may be
reasonably necessary to such



                                       11
<PAGE>   12

Party's bankers, attorneys, accountants and other such agents or in connection
with a merger, acquisition or the like and except as may be required by law.

      9.6   HEADINGS. All Section headings are for reference only and shall not
be considered in construing this Agreement.

      9.7   SEVERABILITY. If any provision of this Agreement is held to be
unenforceable or invalid, the remaining provisions shall be given full force and
effect.

      9.8   WAIVER. Any waiver of any right or remedy under this Agreement must
be in writing and signed by the Party to be bound to be effective. No delay or
omission in exercising any right or remedy shall operate as a waiver of such
right or remedy or any other right or remedy. A waiver on any one occasion shall
not be construed as a waiver of any right or remedy on any future occasion.

      9.9   GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California, without regard to any provision governing
conflicts of law.

      9.10  NOTICES. Any notice or other communication required or which may be
given hereunder shall be in writing and shall be delivered personally,
telecopied, telegraphed or telexed, or sent by certified, registered, or express
mail, postage prepaid, to the Parties at the following addresses or at such
other addresses as shall be specified in writing by the Parties, and shall be
deemed given when so delivered personally, telecopied, telegraphed or telexed,
or if mailed, two (2) days after the date of mailing, as follows:

<TABLE>

        <S>                                 <C>
        If to Licensee:                     If to Fluence:
        Virage Logic Corp.                  Fluence Technology, Inc.
        46501 Landing Parkway               8700 S.W. Creekside Place
        Fremont, CA 94538                   Beaverton, OR 97008
        Attention:  General Counsel         Attn: President

        If to Credence:
        Credence Systems Corp.
        215 Fourier Avenue
        Fremont, CA 94539
        Attn: General Counsel
</TABLE>




                                       12
<PAGE>   13
      9.11  EXPORT. Licensee shall not export or re-export either the Program or
the Application, or copies thereof, in violation of the U.S. Export
Administration regulations or other applicable export-related regulations.

      9.12  ENTIRE AGREEMENT. This Agreement, together with any attachments,
constitutes the entire agreement between the Parties with respect to the license
for Source Code, superseding all prior or contemporaneous oral or written
agreements or understandings with respect to such subject matter, including
without limitation the Letter of Intent and the HPL/Virage Logic BIST Agreement.
No alterations, amendments or additions hereto shall be binding unless reduced
to writing and signed by each Party.


IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement through
their duly authorized signatories.

<TABLE>
<CAPTION>

       LICENSEE                                  LICENSOR
VIRAGE LOGIC CORP.         FLUENCE TECHNOLOGY INC.         CREDENCE SYSTEMS CORP.
<S>                        <C>                             <C>


/s/ ADAM KABLANIAN         /s/ JOHN DIGIROLAMO             /s/ GRAHAM J. SIDDALL
---------------------      ---------------------           ---------------------
Signature                  Signature                       Signature

Adam Kablanian             John DiGirolamo                 Graham J. Siddall
---------------------      ---------------------           ---------------------
Name                       Name                            Name

President & CEO            President & CEO                 President & CEO
---------------------      ---------------------           ---------------------
Title                      Title                           Title
</TABLE>
<PAGE>   14

                                    EXHIBIT A

                                                                 Warrant No. __
                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                            VIRAGE LOGIC CORPORATION


                           (Void after June 12, 2003)


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AS SET FORTH HEREIN.


        This certifies that [Credence Systems Corporation][David
Lepejian][Lawrence Kraus] (the "HOLDER"), or assigns, for value received, is
entitled to purchase from Virage Logic Corporation, a Delaware corporation (the
"COMPANY"), subject to the terms set forth below, [90,000][5,000][5,000] fully
paid and nonassessable shares (the "WARRANT SHARES"), subject to adjustment as
provided herein, of the Company's common stock (the "COMMON STOCK"). This
warrant (this "WARRANT") shall be exercisable at a price of $2.00 per Warrant
Share (the "EXERCISE PRICE"), subject to adjustment as provided herein, at any
time up to June 12, 2003 (the "EXPIRATION DATE"), upon surrender to the Company
at its principal office (or at such other location as the Company may advise the
Holder in writing) of this Warrant properly endorsed with the Form of
Subscription attached hereto duly filled in and signed and upon payment in cash
or by check of the aggregate Exercise Price for the number of shares for which
this Warrant is being exercised determined in accordance with the provisions
hereof. The Exercise Price is subject to adjustment as provided in Section 3 of
this Warrant. This Warrant is issued subject to the following terms and
conditions:




                                       A-1
<PAGE>   15

1    EXERCISE, ISSUANCE OF CERTIFICATES, REDUCTION IN NUMBER OF WARRANT SHARES.

      1.1   GENERAL. This Warrant is exercisable at the option of the Holder of
record hereof on or prior to the Expiration Date, at any time or from time to
time following its issuance, for all or any part of the Warrant Shares (but not
for a fraction of a share) which may be purchased hereunder, as that number may
be adjusted pursuant to Section 3 of this Warrant. The Company agrees that the
Warrant Shares purchased under this Warrant shall be and are deemed to be issued
to the Holder hereof as the record owner of such Warrant Shares as of the close
of business on the date on which this Warrant shall have been surrendered,
properly endorsed, the completed and executed Form of Subscription delivered,
and payment made for such Warrant Shares. Certificates for the Warrant Shares so
purchased, together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the Holder hereof
by the Company at the Company's expense as soon as practicable after the rights
represented by this Warrant have been so exercised. In case of a purchase of
less than all the Warrant Shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver to the Holder hereof
within a reasonable time a new Warrant or Warrants of like tenor for the balance
of the Warrant Shares purchasable under the Warrant surrendered upon such
purchase. Each stock certificate so delivered shall be registered in the name of
such Holder.

      1.2   NET ISSUE EXERCISE OF WARRANT. Notwithstanding any provisions herein
to the contrary, if the fair market value of one share of Common Stock is
greater than the Exercise Price (at the date of calculation as set forth below),
in lieu of exercising this Warrant for cash, Holder may elect to receive shares
of Common Stock equal to the value (as determined below) of this Warrant (or the
portion thereof being canceled) by surrender of this Warrant at the principal
office of the Company together with the properly endorsed Form of Subscription
in which event the Company shall issue to the Holder a number of shares of
Common Stock computed using the following formula:

                      X=     Y (A-B)
                             -------
                                  A

        Where         X=     the number of shares of Common Stock to be issued
                             to Holder;

                      Y=     the number of shares of Common Stock purchasable
                             under the Warrant or, if only a portion of the
                             Warrant is being exercised, the portion of the
                             Warrant being canceled (at the date of such
                             calculation);



                                       A-2
<PAGE>   16

                      A=     the fair market value of one share of the
                             Company's Common Stock (at the date of
                             such calculation); and

                      B=     Exercise Price (as adjusted to the date of such
                             calculation).

For purposes of the above calculation, the fair market value of one share of
Common Stock shall be determined by the Company's Board of Directors in the good
faith exercise of its reasonable business judgment; provided, however, that if
at the time of such exercise the Company's Common Stock is listed on any
established stock exchange or a national market system, the fair market value
per share shall be the average of the closing bid and asked prices of the Common
Stock quoted in the over-the-counter market summary or the last reported sale
price of the Common Stock or the closing price quoted on the NASDAQ National
Market System or on any exchange on which the Common Stock is listed, whichever
is applicable, as published in The Wall Street Journal for the five trading days
prior to the date of determination of fair market value. Notwithstanding the
foregoing, in the event the Warrant is exercised in connection with the
Company's initial public offering of Common Stock, the fair market value per
share shall be the per share offering price to the public of the Company's
initial public offering.

2     SHARES TO BE FULLY PAID. The Company covenants and agrees that all Warrant
Shares, will, upon issuance and, if applicable, payment of the applicable
Exercise Price, be duly authorized, validly issued, fully paid and
nonassessable, and free of all liens and encumbrances, except for restrictions
on transfer provided for herein or under applicable federal and state securities
laws.

3     ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The Exercise Price and
the total number of Warrant Shares shall be subject to adjustment from time to
time upon the occurrence of certain events described in this Section 3. Upon
each adjustment of the Exercise Price, the Holder of this Warrant shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares obtained by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of shares purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.

      3.1   SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at
any time subdivide its outstanding shares of Common Stock into a greater number
of shares, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Warrant Shares issuable
hereunder proportionately increased, and conversely, in case the outstanding
shares of the Common Stock of the Company



                                       A-3
<PAGE>   17

shall be combined into a smaller number of shares, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased and the
number of Warrant Shares issuable hereunder proportionately decreased.

      3.2   RECLASSIFICATION. If any reclassification of the capital stock of
the Company or any reorganization, consolidation, merger, or any sale, lease,
license, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all, of the business and/or assets of the
Company (the "RECLASSIFICATION EVENTS") shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities, or other
assets or property, then, as a condition of such Reclassification Event lawful
and adequate provisions shall be made whereby the Holder hereof shall thereafter
have the right to purchase and receive (in lieu of the shares of Common Stock of
the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented hereby) such shares of stock, securities, or other
assets or property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of such Common Stock equal to the number of
shares of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby. In any Reclassification Event,
appropriate provision shall be made with respect to the rights and interests of
the Holder of this Warrant to the end that the provisions hereof (including,
without limitation, provisions for adjustments of the Exercise Price and of the
number of Warrant Shares), shall thereafter be applicable, as nearly as may be,
in relation to any shares of stock, securities, or assets thereafter deliverable
upon the exercise hereof.

      3.3   NOTICE OF ADJUSTMENT. Upon any adjustment of the Exercise Price or
any increase or decrease in the number of Warrant Shares, the Company shall give
written notice thereof, by first class mail postage prepaid, addressed to the
registered Holder of this Warrant at the address of such Holder as shown on the
books of the Company. The notice shall be prepared and signed by the Company's
Chief Financial Officer and shall state the Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.

4     NO VOTING OR DIVIDEND RIGHTS. Nothing contained in this Warrant shall be
construed as conferring upon the holder hereof the right to vote or to consent
to receive notice as a shareholder of the Company on any other matters or any
rights whatsoever as a shareholder of the Company. No dividends or interest
shall be payable or accrued in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until, and only to the
extent that, this Warrant shall have been exercised.


                                      A-4
<PAGE>   18

5     COMPLIANCE WITH SECURITIES ACT: TRANSFERABILITY OF WARRANT, DISPOSITION OF
      SHARES OF PREFERRED STOCK.

      5.1   COMPLIANCE WITH SECURITIES ACT. The Holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the Warrant Shares to be issued
upon exercise hereof are being acquired for investment and that it will not
offer, sell, or otherwise dispose of this Warrant or any Warrant Shares except
under circumstances which will not result in a violation of the Act or any
applicable state securities laws. This Warrant and all Warrant Shares (unless
registered under the Act) shall be stamped or imprinted with a legend in
substantially the following form:

               THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
               ACT OF 1933, AS AMENDED OR THE SECURITIES OR BLUE SKY LAWS OF ANY
               STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
               HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
               WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
               COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
               REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

      5.2   ACCESS TO INFORMATION; PRE-EXISTING RELATIONSHIP. Holder has had the
opportunity to ask questions of, and to receive answers from, appropriate
executive officers of the Company with respect to the terms and conditions of
the transactions contemplated hereby and with respect to the business, affairs,
financial condition and results of operations of the Company. Holder has had
access to such financial and other information as is necessary in order for
Holder to make a fully informed decision as to investment in the Company, and
has had the opportunity to obtain any additional information necessary to verify
any of such information to which Holder has had access. Holder further
represents and warrants that he has either: (i) a pre-existing relationship with
the Company or one or more of its officers or directors consisting of personal
or business contacts of a nature and duration which enable him to be aware of
the character, business acumen and general business and financial circumstances
of the Company or the officer or director with whom such relationship exists; or
(ii) such business or financial expertise as to be able to protect his own
interests in connection with the purchase of the Shares.

      5.3   WARRANT TRANSFERABLE. Subject to compliance with applicable federal
and state securities laws under which this Warrant was purchased, this Warrant
and all rights


                                      A-5
<PAGE>   19

hereunder are transferable, in whole or in part, without charge to the Holder
(except for transfer taxes), upon surrender of this Warrant properly endorsed;
provided, however, that the Holder shall notify the Company in writing in
advance of any proposed transfer [and shall not transfer this Warrant or any
rights hereunder to any person or entity which is then engaged in a business
that in the reasonable judgment of the Company is in direct competition with the
Company.

      5.4   DISPOSITION OF WARRANT SHARES AND COMMON STOCK. With respect to any
offer, sale, or other disposition of the Warrant or any Warrant Shares, the
Holder hereof and each subsequent Holder of this Warrant agrees to give written
notice to the Company prior thereto, describing briefly the manner thereof,
together with a written opinion of such holder's counsel, if reasonably
requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act
as then in effect or any federal or state law then in effect) of such Warrant or
Warrant Shares, as the case may be, and indicating whether or not under the Act
certificates for such Warrant or Warrant Shares to be sold or otherwise disposed
of require any restrictive legend as to applicable restrictions on
transferability in order to insure compliance with the Act. Promptly upon
receiving such written notice and opinion, the Company, as promptly as
practicable, shall notify such Holder that such Holder may sell or otherwise
dispose of such Warrant or Warrant Shares, all in accordance with the terms of
the notice delivered to the Company. If a determination has been made pursuant
to this subparagraph 5.4 that the opinion of the counsel for the Holder is not
reasonably satisfactory to the Company, the Company shall so notify the Holder
promptly after such determination has been made. Notwithstanding the foregoing,
such Warrant or Warrant Shares may be offered, sold or otherwise disposed of in
accordance with Rule 144 under the Act, provided that the Company shall have
been furnished with such information as the Company may request to provide
reasonable assurance that the provisions of Rule 144 have been satisfied. Each
certificate representing the Warrant or Warrant Shares thus transferred (except
a transfer pursuant to Rule 144) shall bear a legend as to the applicable
restrictions on transferability in order to insure compliance with the Act,
unless in the aforesaid opinion of counsel for the Holder, such legend is not
required in order to insure compliance with the Act. The Company may issue stop
transfer instructions to its transfer agent in connection with such
restrictions.

6     MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged, or terminated only by an instrument in writing
signed by both parties.

7     NOTICES. Any notice, request, or other document required or permitted to
be given or delivered to the Holder hereof or the Company shall be delivered or
shall be sent by



                                      A-6
<PAGE>   20

certified mail, postage prepaid, to each such Holder at its address as shown on
the books of the Company or to the Company at the address indicated on the
signature page hereto or such other address as either may from time to time
provide to the other.

8     OTHER NOTICES. If at any time:

            (1)   the Company shall declare any cash dividend upon its Common
Stock;

            (2)   the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution to the
holders of its Common Stock;

            (3)   the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

            (4)   there shall be any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger of the Company
with, or sale of all or substantially all of its assets to, another corporation;

            (5)   there shall be a voluntary or involuntary dissolution,
liquidation, or winding-up of the Company; or

            (6)   there shall be an initial public offering of Company
securities;

then, in any one or more of said cases, the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such Holder as shown on the books of the Company: (i) at least 10 days' prior
written notice of the date on which the books of the Company shall close or a
record shall be taken for such dividend, distribution, or subscription rights or
for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up; and (ii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding-up, or public
offering, at least 10 days' prior written notice of the date when the same shall
take place; provided, however, that the Holder shall make a best efforts attempt
to respond to such notice as early as possible after the receipt thereof. Any
notice given in accordance with the foregoing clause (i) shall also specify, in
the case of any such dividend, distribution, or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto. Any notice given in
accordance with the foregoing clause (ii) shall also specify the date on which
the holders


                                      A-7
<PAGE>   21

of Common Stock shall be entitled to exchange their Common Stock for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, winding-up, conversion,
or public offering, as the case may be.

9     GOVERNING LAW. This Warrant shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the laws of the State
of California, excluding its choice of law provisions.

10    LOST WARRANTS. The Company represents and warrants to the Holder hereof
that upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction, or mutilation of this Warrant and, in the case of any
such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, or in the case of any such mutilation upon
surrender and cancellation of such Warrant, the Company, at its expense, will
make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Warrant.

11    FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of
this Warrant. The Company shall, in lieu of issuing any fractional share, pay
the Holder entitled to such fraction a sum in cash equal to such fraction
(calculated to the nearest 1/100th of a share) multiplied by the then effective
Exercise Price on the date the Form of Subscription is received by the Company.

12    NO IMPAIRMENT. The Company will not, by charter amendment or by
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the Holder against impairment. Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding acknowledge in
writing, in form satisfactory to Holder, the continued validity of this Warrant
and the Company's obligations hereunder.

13    SUCCESSORS AND ASSIGNS. This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors of the Company and
the Holder. The provisions of this Warrant are intended to be for the benefit of
all Holders from time to time of this Warrant, and shall be enforceable by any
such Holder.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      A-8
<PAGE>   22
        IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its officer, thereunto duly authorized as of this __ th day of June,
2000.

                                      VIRAGE LOGIC CORPORATION
                                      a Delaware corporation



                                      By: /s/ ADAM A. KABLANIAN
                                         --------------------------------------
                                      Title:  President & CEO
                                            -----------------------------------
                                      Address:     46501 Landing Parkway
                                                   Fremont, CA 94538


AGREED AND ACCEPTED:





By: /s/ GRAHAM J. SIDDALL
   --------------------------------
Title:  President & CEO
      -----------------------------
Address:    215 Fourier Avenue
            Fremont CA 94539





                                      A-9
<PAGE>   23






                                    EXHIBIT B
                               DOCUMENTATION LIST



User Docs
---------
>     User manual
>     All input/output file formats
>     Product collateral

Developers Docs (to the extent available)
-----------------------------------------
>     High level description of all source file contents
>     Library interfaces description
>     Key core algorithms description
>     Test suite docs




                                      B-1

<PAGE>   24





                                    EXHIBIT C
                               ACCEPTANCE CRITERIA

Source Code & Build
-------------------
>     Source files
>     Link libs (3rd party libs)
>     Build Environment for PC/UNIX

      o  Make files
      o  Build scripts
      o  Build docs
      o  Bristol conversion files (UNIX port guide)
      o  Compiler version

>     Compile at Virage Logic
>     Run regression test at Virage Logic



                                      C-1
<PAGE>   25





                                    EXHIBIT D
                               CURRENT PRICE LIST



Pricing for memBIST CAD tool:
<TABLE>

        <S>                                        <C>
        All Memory Type Seat License:              $***

        One Memory Type Seat License:              $***

        Instance License:                          $***

        Project License:                           $***
</TABLE>



                                      D-1
<PAGE>   26
                                    EXHIBIT E
                                STANDARD WARRANTY


SOFTWARE LICENSE AGREEMENT

This is a legal Agreement between you, the end user, and Fluence Technology
Incorporated ("Fluence") By opening this sealed media package and/or by using
the Software, you are agreeing to be bound by the terms of this Agreement.

GRANT OF LICENSE

1.1   Fluence Technology Inc. grants you the right to use one (1) copy of the
      enclosed and authorized Fluence Software Products and accompanying
      documentation, together with any upgrades supplied by Fluence,
      (collectively referred to as the "Software") according to the conditions
      specified below. Usage area to be less than one kilometer in radius and
      subject to the terms and conditions of this Agreement. All rights not
      expressly granted herein are reserved by Fluence, its suppliers,
      licensers, or successors.

YOU MAY :

2.1   Install the Software and its License Manager (FlexLM) on only one host
      computer or workstation;

2.2   make no more than one (1) copy of the Software in machine readable form,
      solely for back-up purposes, provided that you reproduce all proprietary
      notices on the copy;

2.3   use the Software to operate on any database that is the sole property of
      your Company, any of its Divisions, or any of its wholly owned
      subsidiaries;

2.4   invoke and operate the Software from within a usage area a less than one
      kilometer in radius, unless a LAN-to-WAN upgrade package has been
      purchased for the Software;

2.5   physically transfer the Software from one host computer to another, once
      per year and within a usage area to be less than one kilometer in radius,
      if all of the Software is covered by a current Software Maintenance
      Package; if a Software License



                                      E-1
<PAGE>   27
      Transfer Agreement is signed by you and accepted by Fluence; and if you
      destroy the existing Software licensed to the original host computer.

YOU MAY NOT :

3.1   Use the Software on more than one computer or workstation at a time; or
      operate the Software on a LAN geographically larger than one (1) kilometer
      in any direction, unless a LAN-to-WAN upgrade package has been purchased
      for the Software;

3.2   modify, translate, reverse engineer, decompile, disassemble, create
      derivative works based on, or copy (except to create the back-up copy) the
      Software;

3.3   rent, lend, transfer, distribute, or grant any rights in the Software in
      any form to any person without the written consent of Fluence;

3.4   remove any proprietary notices, labels, or marks from the Software;

3.5   use the Software to operate on any database that is not the sole property
      of your Company, any of its Divisions, or any of its wholly owned
      subsidiaries, unless a Services Provider License Upgrade has been
      purchased.

UPGRADE PRODUCTS

4.1   Any upgrades to the Software may only be used in conjunction with the
      prior version of the Software.

LIMITED WARRANTY AND DISCLAIMER

5.1   Fluence warrants that for a period of ninety (90) days from the date of
      license of the Software to you, the media on which the Software is
      furnished will, under normal use, be free from defects in materials and
      workmanship. Fluence's entire liability and your exclusive remedy under
      this warranty (which is subject to you returning the Software to Fluence)
      will be, at Fluence's option, to replace the media or to refund the
      purchase price and terminate this Agreement.

5.2   EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, FLUENCE MAKES, AND YOU
      RECEIVE, NO WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR
      OTHERWISE, AND FLUENCE SPECIFICALLY


                                      A-2
<PAGE>   28

      DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND
      FITNESS FOR A PARTICULAR PURPOSE.

5.3   Fluence does not warrant that the Software will meet your requirements or
      that the operation of the Software will be uninterrupted or error free.
      You assume the responsibility for the selection of your requirements,
      software, and hardware to achieve your intended results; for installation;
      for use; and that the operations of the Software will be uninterrupted or
      error free. Some States do not allow the exclusion of implied warranties
      so that the above exclusions may not apply to you. This warranty gives you
      specific legal rights. You may also have other rights which vary from
      State to State. Fluence does provide updates and enhancements as part of
      doing business if the customer is covered by a current maintenance
      contract.

PROPRIETARY RIGHTS

6.1   This license is not a sale. Title and copyrights to the Software and
      accompanying documentation, including the enclosed copies and any copy
      made by you, remain with Fluence or its suppliers, licensers, or
      successors.

LIMITATION OF LIABILITY

7.1   Fluence's liability arising out of this Agreement shall not exceed the
      amounts paid by you to obtain the Software. In no event will Fluence be
      liable for any loss of data, lost opportunity of profits, cost of cover,
      or special, incidental, consequential, or indirect damages arising from
      the use of the Software in this Agreement, however caused and on any
      theory of liability. These limitations will apply even if Fluence or an
      authorized dealer has been advised of the possibility of such damage, and
      notwithstanding any failure of essential purpose of any limited remedy.
      You acknowledge that the amount paid for the Software reflects this
      allocation of risk. Some States do not allow the limitation or exclusion
      of liability for incidental or consequential damages, so the above
      limitation or exclusion may not apply to you.

EXPORT RESTRICTIONS

8.1   You agree that you will not export or re-export the Software in any form
      without the appropriate United States and foreign government licenses, and
      Fluence written approval. Your failure to comply with this provision is a
      material breach of this


                                      A-3
<PAGE>   29

      contract. If you need advice on such export laws and regulations, you
      should contact the U.S. Department of Commerce, Bureau of Export
      Administration, Washington, DC 20230, USA , for clarification.

TERMINATION

9.1   This Agreement is effective until terminated. You may terminate this
      Agreement at any time by removing from your system and destroying all
      copies of the Software and the accompanying documentation. Unauthorized
      copying of the software or the accompanying documentation or otherwise
      failing to comply with the terms and conditions of this Agreement will
      result in automatic termination of this Agreement and will make available
      to Fluence other legal remedies. Upon termination of this Agreement, the
      license granted herein will terminate and you must immediately destroy the
      Software and accompanying documentation, and all back-up copies thereof.

U.S. GOVERNMENT USE

10.1  The Software and accompanying documentation are deemed to be "commercial
      computer software" and "commercial computer software documentation,"
      respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as
      applicable. Any use, modification, reproduction, release, performing,
      displaying or disclosing of the Software and accompanying documentation by
      the U. S. Government shall be governed solely by the terms of this
      Agreement and shall be prohibited except to the extent expressly permitted
      by the terms of this Agreement.

MISCELLANEOUS

11.1  This is the entire Agreement between the parties relating to the subject
      matter hereof and no waiver or modification of the Agreement shall be
      valid unless signed by each party. The waiver of a breach of any term
      hereof shall in no way be construed as a waiver of any other term or
      breach hereof. If any provision of this Agreement shall be held by a court
      of competent jurisdiction to be contrary to law, the remaining provisions
      of this Agreement shall remain in full force and effect. This Agreement is
      governed by the laws of the State of Oregon without reference to conflict
      of laws principles. All disputes arising out of this Agreement shall be
      subject to the exclusive jurisdiction of the state and federal courts
      located in Multnomah County, Oregon, and the parties agree and submit to
      the personal and exclusive jurisdiction



                                      A-4
<PAGE>   30


      and venue of these courts. Should you have any question about this
      Agreement, or if you desire to contact Fluence Technology, Inc., please
      write: Fluence Technology, Inc., 8700 SW Creekside Place, Beaverton,
      Oregon 97008 USA (503-672-8800).



                                      A-5