<PAGE>

                                                        CONFIDENTIAL TREATMENT

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                EXHIBIT 10.1
==============================================================================


                               BUSINESS AGREEMENT

                       CONCERNING DISTRIBUTION AND SUPPORT

                                       OF

                       HPL PRODUCTS AND SERVICES IN JAPAN

                                       BY

                              CANON SALES CO., INC.


==============================================================================

                                                                       Page 1

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
1  DISTRIBUTION AGREEMENT DECLARATIONS................................     6

2  APPOINTMENT OF DISTRTIBUTOR; TERMS OF PRODUCT AND SERVICES SALES...     6
  2.1   Appointment and Exclusive Right...............................     6
  2.2   Limited Agent Authority of Distributor........................     6
  2.3   Supplier Obligations Regarding Customers in Territories
          Assigned to Distributor.....................................     6
  2.4   Limitations Regarding Customers Outside Territories Assigned
          to Distributor..............................................     7
  2.5   Limitations on Products Purchased Outside Territories.........     7
  2.6   Supplier Obligations Regarding Distribution Conflict..........     7
  2.7   Product Rights and Restrictions...............................     7
  2.8   Transfer Price................................................     7
  2.9   Distributor Pricing to Customers in the Territories...........     8
  2.10  Payment Collection............................................     8
  2.11  Tax Collection and Tax Payment Responsibilities of Distributor     8
  2.12  New Products Notification and Information to Distributor......     8
  2.13  Notification, Information and Support Regarding Products
          Withdrawn...................................................     8
  2.14  Purchase Orders...............................................     8

3  OBLIGATIONS AND COVENANTS OF SUPPLIER..............................     9
  3.1   New Products..................................................     9
  3.2   Supplier Suggested International Price Schedule...............     9
  3.3   Product and Service Promotional Materials.....................     9
  3.4   Supplier Support of Distributor Marketing Programs............     9
  3.5   Trade Show Responsibilities of Supplier.......................     9
  3.6   Product Localization..........................................     9
  3.7   Product Shipment..............................................    10
  3.8   Supplier Compliance with Applicable Export Laws...............    10
  3.9   Supplier Support for Importation of Products..................    10
  3.10  Obsolete Demonstration Products...............................    10
  3.11  Technical Support Information and Materials...................    11
  3.12  Technical Seminars and Training...............................    11
  3.13  Product Warranty..............................................    11
  3.14  Product Technical and Application Support.....................    11
  3.15  Confidentiality of Information................................    12
  3.16  Supplier Master License Agreement.............................    12

4  OBLIGATIONS AND COVENANTS OF DISTRIBUTOR...........................    12
  4.1   Business Processes and Marketing of Products by Distributor
          in the Territories..........................................    12

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

                                                                       Page 2
<PAGE>

  4.2   Marketing and Sales Process Activities........................    12
  4.3   Customer Demonstration and Evaluation Product Order by
          Distributor.................................................    13
  4.4   Use of Supplier Trade Names, Trademarks and Logotypes.........    14
  4.5   Assessment of Customer Requirements...........................    14
  4.6   Reports and Forecasts.........................................    14
  4.7   Records Requirements..........................................    14
  4.8   Product Identification Maintenance by Distributor.............    14
  4.9   Product Technical and Operational Knowledge...................    14
  4.10  Support Engineering...........................................    15
  4.11  Distributor Service Program...................................    15
  4.12  Warranty Restrictions.........................................    15
  4.13  Confidential Information......................................    15
  4.14  Distributor Compliance with Laws and Regulations..............    15
  4.15  Competitive Product Restrictions..............................    15

5  TERM AND TERMINATION...............................................    16
  5.1   Term of the Agreement.........................................    16
  5.2   Notice of Termination.........................................    16
  5.3   Termination Prior to Completion of the "Initial Period".......    16
  5.4   Termination for Breach........................................    16
  5.5   Causes of Termination.........................................    16
  5.6   Termination Rights of Distributor.............................    17
  5.7   End of Distributor Representation of Supplier upon Termination    17
  5.8   Continuity Upon Termination...................................    17
  5.9   Limitations of Liability......................................    18

6  INDEMNIFICATION AND LIMITATION OF LIABILITY........................    19
  6.1   General Indemnification.......................................    19
  6.2   Supplier Limited Warranty.....................................    19
  6.3   Limitations and Disclaimers As Essential Basis of Bargain.....    19

7  RELATIONSHIP OF THE PARTIES........................................    19

8  ASSIGNMENT.........................................................    20
  8.1   No Assignment Without Consent.................................    20
  8.2   Distributor Affiliate Assignment..............................    20

9  FORCE MAJEURE......................................................    20

10 NOTICES............................................................    20

11 WAIVER AND SURVIVAL................................................    21

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

                                                                       Page 3
<PAGE>

  11.1  Waiver Limitations............................................    21
  11.2  Survival of Agreement Provisions..............................    21

12 COMPLETE AGREEMENT.................................................    21

13 COUNTERPARTS.......................................................    21

14 ARBITRATION AND LAW APPLICABLE.....................................    21
  14.1  Dispute Resolution via Arbitration............................    21
  14.2  Rights Regarding Arbitration Documents Review.................    21
  14.3  Arbitration Law to be Applied.................................    22
  14.4  Governing Language............................................    22

EXHIBIT A.  STANDARD PRODUCTS PRICING.................................    23

EXHIBIT B.  TERRITORIES ASSIGNED UNDER THIS AGREEMENT.................    25

EXHIBIT C.  SUPPORT OBLIGATIONS.......................................    26

EXHIBIT D.  DEMONSTRATION AND EVALUATION PRODUCT ORDER BY
              DISTRIBUTOR.............................................    27

EXHIBIT E.  SPLIT COMPENSATION FOR MULTI-TERRITORY SALE AND SUPPORT
              RESPONSIBILITY SHARING..................................    28
</TABLE>

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

                                                                       Page 4
<PAGE>

1    DISTRIBUTION AGREEMENT DECLARATIONS

     THIS AGREEMENT is made and entered into on this 15th day of March by and
     between HPL INC., a corporation organized and existing under the laws of
     the UNITED STATES OF AMERICA with its principal place of business at
     2033 GATEWAY PLACE, SAN JOSE, CA 95110 (hereafter "Supplier") and CANON
     SALES CO., INC., a corporation organized and existing under the laws of
     Japan, with its principal place of business at 22-12-23, KONAN,
     MINATO-KU, TOKYO 108-0075, JAPAN (hereafter "Distributor").

     WHEREAS, Supplier is the owner of certain computer programs and is the
     provider of related service Products, for use in the semiconductor
     industry (the "Products"), which Products are more particularly described
     in Exhibit A attached hereto; and wishes to expand its market for the
     Products in the geographical areas (the "Territories") set forth in
     Exhibit B attached hereto;

     WHEREAS, Supplier wishes to appoint Distributor and Distributor wishes
     to accept such appointment, as the independent, exclusive (except for
     possible direct OEM customers of supplier as described herein)
     distributor of the Products in the Territories on the terms and
     conditions set forth herein; and

     WHEREAS, Distributor wishes to assign this Agreement to those of its
     subsidiaries and affiliates in the respective Territories more
     particularly described in Exhibit B attached hereto and Supplier
     acknowledges the benefits of that assignment.

     NOW, THEREFORE, Supplier and Distributor agree as follows:

2    APPOINTMENT OF DISTRIBUTOR; TERMS OF PRODUCT AND SERVICES SALES

2.1  Appointment and Exclusive Right

     Subject to all of the terms and conditions of this Agreement, Supplier
     hereby appoints Distributor, and Distributor hereby accepts such
     appointment, an exclusive right to solicit and collect orders for
     licensed use of the Products by others ("Licensed Users") within the
     Territories. Said exclusivity, however, shall not apply to sale to and
     licensed use of the Products by customers of Supplier OEM customers,
     which sell Product use licenses as standard or optional elements of
     either hardware or software Products under an OEM agreement with
     Supplier. An OEM (Original Equipment Manufacturer) is defined as an
     entity that purchases products and incorporates them into their own
     products. For example, HP bundles Supplier's BitMapView with their
     Agilent Versatest Series.

2.2  Limited Agent Authority of Distributor

     Distributor shall hold itself out to customers only as a limited agent
     of Supplier. Distributor shall have no authority to accept on behalf of
     Supplier any offer except as provided herein. Distributor shall make no
     warranties with respect to the Products which exceed the Warranties made
     by Supplier, except as by written agreement by Supplier.

2.3  Supplier Obligations Regarding Customers in Territories Assigned to
     Distributor

     Supplier shall not sell the Products directly to end-use customers in
     the Territories. Supplier shall refer to Distributor, within two weeks,
     all orders and inquiries relating to the Products

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

                                                                       Page 5
<PAGE>

     originating from within or outside the Territories to the extent such
     orders or inquiries relate to Products destined for use within the
     Territories.

2.4  Limitations Regarding Customers Outside Territories Assigned to Distributor

     Distributor shall not sell the Products directly to customers outside
     the Territories and shall refer to Supplier within two weeks all orders
     and inquiries relating to the Products originating from within or
     outside the Territories to the extent such orders or inquiries relate to
     Products destined for use outside the Territories. In the event of
     purchase of Products by customer inside the Territories for use outside
     the Territories Distributor will be compensated for sales process
     portion of the sales as specified in Exhibit E.

2.5  Limitations on Products Purchased Outside Territories

     In any License Agreements outside the Territories subsequent to the date
     of this Agreement, Supplier will require that the Products purchased
     elsewhere may not be installed within the Territories of this Agreement
     without appropriate compensation to Distributor as provided in Exhibit E.

2.6  Supplier Obligations Regarding Distribution Conflict

     In negotiation or renegotiations of any agreement with any of its other
     distributors, agents or employees subsequent to the date of this
     Agreement, Supplier will insist upon a covenant that such other
     distributor, agent or employee will not seek customers or establish a
     branch or maintain any distribution outlet in conflict with the terms of
     this Agreement during the term of this Agreement.

2.7  Product Rights and Restrictions

     Distributor recognizes and agrees that the Products and all
     reproductions thereof, or any parts hereof, including all translations
     and derivatives, are and shall be the exclusive and confidential
     property and trade secrets of Supplier. Distributor may not alter the
     Products without the prior written permission of Supplier. Neither the
     Products nor any parts thereof shall be copied or modified by
     Distributor for any purpose outside the scope of this Agreement.

2.8  Transfer Price

     The Transfer Price paid by Distributor to Supplier for Products,
     licenses and services shall be determined by standard discount terms
     applied as a function of customer purchase order price (for standard
     software Products) as compared to the suggested international list
     prices published by Supplier as described in Exhibit A. Supplier
     Suggested International List Prices shall generally apply and discount
     terms to Distributor shall be reviewed and considered for adjustment as
     described in Exhibit A. Supplier may make changes to its Supplier
     Suggested International List Price schedule at any time upon 30 days
     written notice to Distributor. However, outstanding customer quotations
     based upon the price list in effect prior to a price change shall be
     honored for up to 90 days from the date of notice of the price change.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.

                                                                       Page 6
<PAGE>

2.9  Distributor Pricing to Customers in the Territories

     Prices charged customers for standard Products sold by Distributor in
     the Territories shall be at the discretion of Distributor. Price
     quotations shall include, in addition to prices for standard Product
     software licenses all Distributor and Supplier Support costs not
     otherwise quoted as a separate line item for the customer. All support
     services required by Distributor on behalf of the licensed customer
     shall be the financial responsibility of the Distributor except as
     otherwise noted and agreed by Supplier and Distributor in writing in
     conjunction with specific customer cases.

2.10 Payment Collection

     Distributor shall collect full payment for the orders received and will
     pay Supplier the Supplier's portion in US Dollars, as set out in Exhibit
     A attached hereto. Distributor agrees to pay Supplier portion in
     electronic transfer within 30 days of shipment of Product to Distributor.

2.11 Tax Collection and Tax Payment Responsibilities of Distributor

     All orders quoted by Distributor shall include value added tax (V.A.T.)
     as required by the local government as well as any and all import and/or
     export taxes levied by any government which imposes taxes on the
     transaction or shipment and delivery processes. The responsibility for
     collecting these taxes and any other local taxes or duties imposed, and
     the subsequent payment to the government responsible for the taxation
     belongs entirely with Distributor, and Supplier will in no way be
     involved with this process or liable for any unpaid taxes. Appropriate
     uplift of prices quoted and charged customers above the "International
     Price" in order to cover all taxes imposed is the sole responsibility of
     the Distributor. "International Prices" provided by Supplier are to be
     always taken as exclusive of all taxes.

2.12 New Products Notification and Information to Distributor

     Supplier shall provide written notice of any new Product to be released.
     Supplier will provide sufficient information to update Product (as
     described in Exhibit A) and price lists and will not unreasonably
     withhold agreement on such changes as reflected in updated Distributor
     Pricing Schedule. Updated Product price list will be sent to Distributor
     the earlier of the following two scenarios: market conditions change
     significantly or quarterly (every 3 months). Product price list is an
     addendum and should not be part of the Distributor Agreement.

2.13 Notification, Information and Support Regarding Products Withdrawn

     Supplier shall provide written notice of any Product to be withdrawn
     from Supplier's Marketing Program. Supplier shall maintain support for
     said withdrawn Product for three years following the effective date of
     withdrawal from marketing, provided the customer has maintained an
     on-going service and maintenance agreement with Distributor on an
     uninterrupted basis.

2.14 Purchase Orders

     Purchase orders from the customer for the Products in the Territories
     are to be addressed to Distributor. Distributor shall in turn place a
     purchase order with Supplier for the amount of the Supplier's portion,
     and Supplier will ship the Products to the Distributor except as

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 7
<PAGE>

     otherwise specified by the Distributor in the purchase order to the
     supplier. Distributor shall provide a copy of original customer purchase
     order to Supplier along with the order placed by Distributor to Supplier
     on behalf of the customer. If customer purchase order is delayed the
     Distributor can still place an order with Supplier on behalf of the
     customer, as described above, with the exception that the Distributor
     now has up to ninety (90) days to provide Supplier with a copy of
     customer's original purchase order to Distributor.

3    OBLIGATIONS AND COVENANTS OF SUPPLIER

3.1  New Products

     Supplier will develop new and updated Products to meet industry
     requirements and provide technological advances. Supplier shall provide
     Distributor a schedule for release of new and revised Products. This
     schedule shall be made available as an element of the annual business
     plan for the Territories and shall be updated as to any changes on a
     quarterly basis during the last week of each quarter.

3.2  Supplier Suggested International Price Schedule

     Supplier shall advise Distributor of Supplier schedule of suggested list
     prices for customers outside the US, within 30 days of signing this
     agreement, and Supplier shall also advise Distributor of any changes to
     said prices within 30 days of such changes being made.

3.3  Product and Service Promotional Materials

     Supplier will supply Distributor with a reasonable quantity of current
     promotional materials, such as demo disks, literature, catalogues,
     posters and panels, and other advertising materials relating to the
     Products. Distributor shall have the right to incorporate Supplier's
     literature into Distributor's literature. Distributor may offer any such
     combined work Product to Supplier for its prior review in the interest
     of assuring accuracy and completeness of the information therein.

3.4  Supplier Support of Distributor Marketing Programs

     From time to time, Distributor may engage in intensive marketing
     activities such as trade shows, seminars, direct mailings, or special
     promotions. With suitable notice, Supplier shall support such activities
     with brochures and materials, special demonstration software, presenters
     and experts. Insofar as such campaigns benefit both parties, Supplier's
     support will be provided at its own expense.

3.5  Trade Show Responsibilities of Supplier

     At trade shows within the Territories, show costs (booth rental, booth
     design, set-up, dismantling, entertainment, etc.) will be borne by
     Distributor. Supplier shall be responsible for travel costs of its
     personnel and transportation costs of its equipment to and from the show
     place. Distributor will allocate space for representation of Supplier
     Products and services at all semiconductor industry trade events in
     which the Distributor participates.

3.6  Product Localization

     3.6.1  Definition of Product Localization

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 8
<PAGE>

     Product Localization refers to any development, marketing or sales
     activity required to adapt the core Product, marketing and sales
     programs which Supplier has undertaken for the US market, to the primary
     language, culture, practices or specific customer requirements in the
     Territories.

     3.6.2  Standard Level of Localization of Supplier Products in the
            Territories

     The standard language of Product user interface, documentation, and
     labeling is English. The Products shall be developed and tested to run
     properly on the version of the Windows operating system implemented in
     the primary language of the Territories. The Product shall support data
     formats consistent with support of the local language according to the
     capabilities of localized versions of the combination of the Windows
     operating system, data base and other system software utilized by the
     Supplier Product but which is outside the development control of the
     Supplier.

     3.6.3  Extended Localization

     Extended Localization refers to modifications to the Product, marketing
     and sales programs for the Territories beyond Standard Localization as
     defined in 3.6.1. If requested by Distributor, Supplier will localize
     the Product as well as marketing and sales programs for the Territories,
     including but not limited to modifications to the License Agreement and
     country-specific labeling or packaging. Unless otherwise agreed in
     writing, Costs for Extended Localization shall be borne and paid by the
     Distributor.

     Supplier and Distributor shall both agree that proposed Extended
     Localization actions are commercially viable and such agreement shall
     not be unreasonably withheld. Any Extended Localization programs as
     agreed by the Parties shall be documented in writing as to
     specifications, schedule and cost responsibility of both Supplier and
     Distributor for the specified Extended Localization.

3.7  Product Shipment

     Supplier shall ship the Products to fulfill orders in the Territories to
     the Distributor or according to Distributor instructions in the purchase
     order submitted to Supplier by Distributor.

3.8  Supplier Compliance with Applicable Export Laws

     Supplier agrees to comply with all applicable export control laws and
     regulations relating to the Products. Supplier will also use its best
     efforts to provide information necessary for Distributor to comply with
     all applicable export control laws and regulations relating to the
     Products.

3.9  Supplier Support for Importation of Products

     Supplier will use its best efforts to assist Distributor to facilitate
     any import processing by providing Distributor with all required
     documents and information.

3.10 Obsolete Demonstration Products

     Supplier shall replace by exchange obsolete Demonstration Products
     either purchased by Distributor or otherwise supplied to Distributor by
     Supplier. Such Demonstration Products which are superseded by new or
     updated Products, shall be exchanged by Supplier for the upgraded
     Product at no additional charge upon return of the outdated Product to
     Supplier.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                        Page 9
<PAGE>

3.11 Technical Support Information and Materials

     Supplier will supply all information and material required for
     Distributor to provide the necessary technical support. This can
     include, but is not limited to, Products, replacement parts including
     diskettes, CDs, license security devices, user manuals, special software
     or documents for installation or problem analysis. Supplier shall
     provide such information and material free of charge. In cases where
     replacement parts are necessary, Distributor shall return all bad or
     obsolete parts to Supplier.

3.12 Technical Seminars and Training

     Where appropriate and commercially reasonable, Supplier will conduct
     technical seminars for existing and potential users and provide training
     for sales and services related to the Products for the benefit of
     Distributor's employees. Each party shall be responsible for the
     expenses, including salaries, cost of transportation, meals and lodging,
     incurred by its own employees attending such seminars or training.

3.13 Product Warranty

     Supplier shall remove all defects in the Products, including parts
     thereof, which arise within 12 months of installation and acceptance
     verification (according to the criteria of the PO, if any) by the
     Licensed Customer, provided that the customer does not unduly delay
     installation of the Product or acceptance testing according to schedule
     milestones specified in the Purchase Order. In the case of an
     installation or acceptance test delay mandated by the customer, the
     warranty period shall begin 30 days following receipt of the software by
     the customer.

     During the Warranty Period, Supplier personnel shall answer and log all
     questions regarding bug fixes, known faults, and available fixes or
     workarounds. In the event of an occurrence of bugs or faults in the
     software during the Warranty Period, Customer Support shall be provided
     by the Supplier according to the severity of the problem experienced.
     When a Licensed User's ability to operate the Product or perform his
     normal business is impacted by a defect in the Product, Supplier must
     promptly advise what action is planned to correct the problem, when it
     will be complete, and if an interim workaround is possible.

3.14 Product Technical and Application Support

     During the first year of system operation, it shall be required that a
     mandatory paid support program for the Product is in force under the
     terms of the Purchase Order. Under the terms of this paid support
     program Supplier shall answer detailed technical and application
     questions posed by the Customer through trained Distributor application
     engineering personnel. Continuation of Supplier Product Technical and
     Application Support after expiration of the mandatory first year
     technical support program shall be provided only if the maintenance and
     support program is renewed for ensuing annual periods following the
     expiration date of the mandatory support program.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 10
<PAGE>

3.15 Confidentiality of Information

     Without Distributor's prior written consent, Supplier will not use,
     reproduce, disclose or otherwise make available to any person, other
     than Supplier's employees or agents who have a need to know such
     information, any and all information, written or oral, which is
     disclosed by Distributor to Supplier, identified as confidential
     information and not generally available to the public. All such
     information in written form deemed Confidential shall be explicitly
     marked as "CONFIDENTIAL" on each page of the confidential document.
     Confidential information provided orally to Distributor personnel, shall be
     identified at the time of the disclosure in written memo form, signed by
     appropriate Supplier and Distributor personnel engaged in an oral
     Confidential Disclosure situation.

3.16 Supplier Master License Agreement

     The Supplier Master License Agreement, which must be accepted by each
     Licensed Customer prior to utilization of the software Products, shall
     be modified by Supplier to appropriately reflect the role of the
     Distributor in representing the Supplier as the independent, exclusive
     (except for possible direct OEM customers of Supplier) distributor of
     the Products in the Territories. This modification shall be made and
     approved in writing by both Supplier and Distributor prior to granting
     of any paid Product Licenses in the Territories.

4    OBLIGATIONS AND COVENANTS OF DISTRIBUTOR

4.1  Business Processes and Marketing of Products by Distributor in the
     Territories

     Distributor shall use best efforts to plan the business and market the
     Products in the Territories. Distributor shall prepare, adopt, and
     implement a business, marketing and sales plan of reasonable scope and
     detail, and shall dedicate sufficient personnel and resources for the
     advancement and accomplishment of such plan. Supplier shall review such
     plan (and its updates). The plan will encompass both businesses,
     marketing and sales processes including but not limited to such
     endeavors as follows:

     4.1.1  Business Process Activities

     Business process activities refers to those practices which relate to
     modeling and understanding the market environment, setting strategy and
     tactical plans, setting sales goals and targets for the period and
     forecasting overall financial performance, challenges and issues.
     Generally these practices are exercised for 2-3 year periods at a time
     on an annualized basis with details enumerated for one year out and
     generalized trends and goals for the second and third year of the three
     year planning period. In addition, the detailed annual plans are
     typically updated on a quarterly basis as necessary to reflect required
     short-term changes to the plan as dictated by market conditions such as
     competitor or customer moves. A forecast summary, projecting sales and
     known or estimated customer budgeting information, shall be prepared and
     provided to Supplier during the first week of each calendar quarter.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 11
<PAGE>

4.2  Marketing and Sales Process Activities

     These processes refer to those practices and programs, which relate to
     messaging to and awareness development of customers and to the actual
     tactical activities, which relate directly to creating customers and
     orders. Distributor will comply with Supplier's standard policies and
     procedures for marketing the Products, with due consideration for the
     local marketing environment in the Territories. For the first year in
     which this agreement is in effect, it is expected that planning and
     execution of these will be via close cooperation of Supplier and
     Distributor. Later, when Distributor personnel and experience have
     developed (nominally over the course of one year) it is anticipated that
     Distributor will become more independent in the planning and execution
     of these processes and activities.

     4.2.1  Marketing

            Key marketing activities expected but not limited to in the first
            year of this agreement include:

            - Participation in Semiconductor Trade Shows in the Territories.

            - Strategic Account Visits to Present HPL Products and Services
              according to an agreed upon account presentation plan.

            - Planning and execution of seminars on HPL Products and services
              (one per quarter in 2000 recommended).

            - Direct mail campaign to alert customers to new HPL-Canon
              relationship.

            - Release of press releases in the Territories.

            - Distribution of Product and company literature in the territories
              to major customer prospects.

     4.2.2  Sales

            Distributor shall prepare a quarterly plan for sales activities
            including follow-through planned for existing sales opportunities
            as well as a new prospects "hit list." Distributor sales
            personnel shall provide a report on sales activity on a monthly
            basis via email to the VP of Business Development and Sales of
            Supplier. Distributor sales personnel shall maintain a customer
            profile sheet (sometimes referred to as a blue sheet) on each
            customer documenting location, requirements, budgets, contacts,
            assessment of opportunities and forecast. Distributor agrees to
            update customer profile sheets on a monthly basis and send
            updates via email to Suppler VP of Business Development and Sales.

            Supplier and Distributor shall cooperate aggressively to close
            sales as quickly as reasonably possible.

4.3  Customer Demonstration and Evaluation Product Order by Distributor

     Distributor agrees to purchase an initial suite of Supplier software
     Products for utilization in Distributor customer demonstration and
     evaluation activities. This Purchase shall encompass a single sample of
     all unique and new Products to be handled by Distributor in the
     Territories. The list of Products purchased shall be consistent with the
     Products being made available to Distributor as represented in Exhibit D
     and which are of immediate interest to potential Distributor customers.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 12
<PAGE>

     Customer Demonstration and Evaluation Products may be exchanged at their
     purchase value for credit toward new Products or may be sold to
     customers (up to twice per year per Product) at the discretion of the
     Distributor. Customer demonstration software purchased by Distributor
     shall be supported in terms of defect fixes and upgrade according to
     Supplier's normal warranty and paid support policies.

     In addition to the Customer Demonstration and Evaluation software
     purchased by Distributor, Supplier may make available special
     demonstration versions of the software as well as Distributor internal
     use copies at no charge to Distributor. All copies of the software
     purchased from or otherwise provided by Supplier to Distributor shall be
     subject to the license control measures then in use by Supplier.
     Discount and payment terms for Customer Demonstration and Evaluation
     Products shall be the same as specified herein for end user software
     license purchase except that the discount granted on Customer
     Demonstration and Evaluation Products shall be 40% (this discount is
     specifically applicable only to software licenses).

4.4  Use of Supplier Trade Names, Trademarks and Logotypes

     During the term of this agreement, Distributor may use, and agrees to
     use in marketing the Products, Supplier's trade names, trademarks, and
     logotypes. Each such use shall contain a notice that the trademarks are
     the property of Supplier.

4.5  Assessment of Customer Requirements

     Distributor will assist Supplier in assessing customer requirements for
     the Products and in developing modifications and improvements of the
     Products.

4.6  Reports and Forecasts

     Distributor shall furnish to Supplier, on a quarterly basis, reports as
     to actual and forecast sales, market conditions and competitive
     activity. In addition, Supplier shall provide on an annual basis, due by
     January 15 each year, an annual summary of results, market conditions
     summary in the Territories and marketing and sales plans for the coming
     year. Strengths, weaknesses, opportunities and threats should be
     identified as well in the annual report along with recommendations for
     improving business in the Territories. All pertinent information, which
     will help ameliorate Product(s), provided by customer to Distributor,
     whether oral or written, should be conveyed to the Supplier within one
     month.

4.7  Records Requirements

     Distributor will maintain, for at least two years after termination of
     this Agreement, its records, contracts and accounts relating to
     distribution of the Products, and will permit examination thereof by
     authorized representatives of Supplier at all reasonable times.

4.8  Product Identification Maintenance by Distributor

     Distributor will market and sell the Products without removing or
     altering any labels, trade names, trademarks, notices, labels, serial
     numbers or other identifying marks, symbols or legends affixed to any of
     the Products or their containers or packages.

4.9  Product Technical and Operational Knowledge

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 13
<PAGE>

     Distributor personnel assigned to marketing, sale and support of the
     Products will become familiar with the technical and operational
     functions and features of the Products prior to selling them.

4.10 Support Engineering

     Distributor will provide support engineering personnel to acquire
     sufficient training to supervise and execute technical support
     activities throughout the Territories to meet all requirements as
     provided in the support policies and support plans for the Territories.
     Costs for such training are borne by Distributor and Supplier each for
     their own personnel. In the case of training in the U.S., Distributor
     pays expenses of the airfare, hotel, meal and labor of Distributor's
     attendees. In the case of training in Japan, Supplier pays expenses of
     the airfare, hotel, meals, and labor of Supplier's personnel required to
     execute the training.

4.11 Distributor Service Program

     Distributor shall maintain and operate the service program for the
     Products, as described in Exhibit C, and respond to and complete all
     service calls from its Licensed Users in a reasonable, prompt, and
     workmanlike manner.

4.12 Warranty Restrictions

     Distributor shall make no warranties with respect to any of the Products
     that exceed the Warranties made by Supplier. Those Warranties may be
     modified by mutual agreement and upon reasonable notice, provided,
     however, that such amended Warranties will have no effect for Products
     sold or Products which Distributor has entered into a contract to sell
     but has not yet delivered, except as agreed in writing by Supplier.

4.13 Confidential Information

     Distributor shall not use, reproduce, disclose or otherwise make
     available to any person, other than Distributor's employees or agents
     who have a need to know such information for the performance of its
     obligations hereunder, any and all information, written or oral, which
     is disclosed by Supplier to Distributor, identified as confidential
     information and not generally available to the public. Written
     confidential information provided exchanged between Supplier and
     Distributor shall be marked "CONFIDENTIAL" on each page of the document.
     Confidential information exchanged on an oral basis, shall be identified
     at the time of the exchange in written memo form, signed by appropriate
     Distributor and Supplier personnel involved in the oral exchange.

4.14 Distributor Compliance with Laws and Regulations

     Distributor will comply with all applicable international, national,
     state, regional and local laws and regulations in performing its duties
     hereunder and in any of its dealings with respect to the Products. In
     this regard, Distributor acknowledges that the Products including
     documentation and other technical data are subject to export controls
     imposed by the U.S. Export Administration Act of 1979, as amended (the
     "Act"), and the regulations promulgated thereunder. Distributor will not
     export or re-export (directly or indirectly) any Products or
     documentation or other technical data therefor without complying with
     the Act and the regulations thereunder.

4.15 Competitive Product Restriction

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 14
<PAGE>

     Distributor shall not represent and/or distribute any software products,
     competing in whole or in part with Supplier's Product(s). The
     Distributor shall always inform the Supplier of any competing software
     that Distributor plans to sell, give away, install, transfer, copy,
     distribute, to current or potential customer(s) or client(s) within
     Distributor's territory. Software is considered "conflicting software"
     if five per cent (5%) or more of its total functionality is identical to
     Supplier software(s). This five percent (5%) identical functionality
     shall be applied on the entire existing Supplier Product line and
     Products that are intended to be available within the next eighteen (18)
     months.

5    TERM AND TERMINATION

5.1  Term of the Agreement

     Unless and until sooner terminated as provided for herein, this
     Agreement shall continue for a term of three full years after the date
     of the agreement (the "Initial Period") from March 1, 2000 to March 31,
     2003 and will be deemed automatically renewed on an annual basis for an
     additional year and on the same conditions beginning on April 1 of the
     year of expiration.

5.2  Notice of Termination

     After the "Initial Period" either party may terminate this Agreement by
     giving the other party 6 months written notice of termination.

5.3  Termination Prior to Completion of the "Initial Period"

     Prior to the completion of the Initial Period as defined above, neither
     Distributor nor Supplier may choose to terminate this Agreement except
     as specified for "Breach" as defined in following sections of this
     agreement. In the event that, prior to completion of the "Initial
     Period," results of efforts to market and sell the Product in the
     Territories proves unsatisfactory to either party, the dissatisfied
     party may pursue a process of independent arbitration as described below
     in Section 14. A duly appointed arbitrator shall decide, upon
     examination of business process documentation between the two parties
     and assessment of market conditions, whether, indeed either party has
     failed to pursue the business according to written plans and
     expectations and shall make recommendations as to corrective actions,
     conditions for continuance of the agreement or termination of the
     agreement.

5.4  Termination for Breach

     In the event of a breach of any material provision, this Agreement may
     be terminated upon 60 days' written notice given by the terminating
     party to the other party, which notice shall specify the breach on which
     the termination is based, provided, however, that in such event this
     Agreement shall continue in full force and effect without regard to such
     notice if the other party cures the breach specified in the notice
     within the said 60-day period.

5.5  Causes of Termination

     This Agreement will terminate upon the occurrence of any of the
     following events:

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 15
<PAGE>

     5.5.1  All or any substantial part of the property of either party shall
            be condemned, seized or otherwise appropriated, or the custody or
            control of such property shall be assumed by any person or agency
            acting or purporting to act under authority of any government (de
            jure or de facto) or either party shall have been prevented from
            exercising normal managerial control over all or any substantial
            part of its property by any such person or agency;

     5.5.2  Either party shall (i) apply for or consent to the appointment of
            a receiver, trustee or liquidator for its business or of all or
            any substantial part of its assets, or (ii) be unable, or admit
            in writing its inability, to pay its debts as they mature, (iii)
            make a general assignment for the benefit of creditors, (iv) be
            adjudicated as bankrupt or insolvent, or (v) file a voluntary
            petition in bankruptcy or a petition or an answer seeking
            reorganization or an arrangement with creditors or seeking to
            take advantage of any insolvency law, or file an answer admitting
            the material allegations of a petition filed against either party
            in any bankruptcy, reorganization or insolvency proceeding, or
            take corporate action for the purpose of effecting any of the
            foregoing;

     5.5.3  An order, judgement or decree shall be entered without the
            application, approval or consent of the subject party by any
            court of competent jurisdiction, approving a petition seeking
            reorganization of the party or appointing a receiver, trustee or
            liquidator of its business or of all or any substantial part of
            its assets; or

     5.5.4  An order or notice shall be published by any government or
            inter-government authority requiring the cessation of trading
            activities with the subject party as a result of the violation of
            export controls or other regulatory laws.

5.6  Termination Rights of Distributor

     Upon termination of this Agreement, Distributor shall no longer have the
     right to act as a distributor of the Products in the Territories.

5.7  End of Distributor Representation of Supplier Upon Termination

     Upon termination of this Agreement, Distributor shall cease to represent
     itself as being a distributor of Supplier. Within 60 days after
     termination Distributor will return to Supplier all promotional
     materials and samples and demonstration models of the Products.

5.8  Continuity Upon Termination

     Notwithstanding termination of this Agreement upon notice as provided in
     preceding clauses, Supplier shall continue to provide Products in
     conformity with and on the terms of this Agreement. Further, in the
     period of six months (the "Transition Period") following a termination
     upon notice.

     5.8.1  Distributor will inform all Licensed Users of the termination of
            this Agreement and inform them to contact Supplier directly for
            further Information.

     5.8.2  Distributor will complete all sales activities commenced prior to
            the start of the transition period. Distributor shall notify
            Supplier, by the termination date, of a list of

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 16
<PAGE>

            all such accounts. The Terms of Product Sales as provided in
            Section 2 will apply to any ensuing sales in these accounts.

     5.8.3  Distributor will not commence any new sales activities.

     5.8.4  Distributor will complete any existing maintenance contracts
            explicitly made in writing or as a standard element of a sale or
            licensing provision between Customers and Distributor in
            conjunction with Supplier Product sales or support in the
            territories, until such time as Supplier has designated an
            alternative for completing such contracts acceptable to the
            Distributor and Supplier.

     5.8.5  Any requests for new maintenance contracts will be directed to
            Supplier.

     5.8.6  Except as necessary to support Licensed-users, property of either
            party in the possession of the other party and all copies thereof
            will be returned to the owner and no further use will be made of
            said property.

     5.8.7  Distributor is free to engage in commercial activities involving
            competitive products after 24 months have passed following the
            date of termination of this agreement.

5.9  Limitations of Liability

     NEITHER SUPPLIER NOR DISTRIBUTOR WILL BE LIABLE TO THE OTHER ON ACCOUNT
     OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR REIMBURSEMENT OR
     DAMAGES, FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LOSS OF GOODWILL,
     PROSPECTIVE PROFITS OR ANTICIPATED INCOME, OR ON ACCOUNT OF ANY
     EXPENDITURES, INVESTMENTS, LEASES OR COMMITMENTS MADE BY EITHER SUPPLIER
     OR DISTRIBUTOR OR FOR ANY OTHER REASON WHATSOEVER BASED UPON OR GROWING
     OUT OF SUCH TERMINATION OR EXPIRATION.

     Distributor acknowledges that:

     (i)    DISTRIBUTOR WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY
            COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS
            AGREEMENT UNDER THE LAW OF THE TERRITORIES OR OTHERWISE, OTHER
            THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT

     (ii)   Distributor has no expectation and has received no assurances
            that any investment by Distributor in the promotion of the
            Products will be recovered or recouped or that Distributor will
            obtain any anticipated amount of profits by virtue of this
            Agreement, and

     (iii)  Distributor will not have or acquire by virtue of this Agreement
            or otherwise any vested, proprietary or other right in the
            promotion of the Products or in "goodwill" created by its efforts
            hereunder.

     THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A
     MATERIAL INDUCEMENT FOR SUPPLIER TO ENTER INTO THIS AGREEMENT

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 17
<PAGE>

     AND THAT SUPPLIER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE
     LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.

6    INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1  General Indemnification

     Distributor hereby agrees to indemnify and hold Supplier harmless from
     and against any and all damages, liabilities, fines or expenses incurred
     by Supplier as a result of Distributor's breach of any provision hereof.

6.2  Supplier Limited Warranty

     SUPPLIER MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF
     SUPPLIER PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER
     PERSON, EXCEPT AS SET FORTH IN SUPPLIERS LIMITED WARRANTY ACCOMPANYING
     DELIVERY OF THE PRODUCTS. SUPPLIER RESERVES THE RIGHT TO CHANGE THE
     WARRANTY AND SERVICE POLICY SET FORTH IN SUCH LIMITED WARRANTY, OR
     OTHERWISE, AT ANY TIME, WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO
     DISTRIBUTOR OR TO ANY OTHER PERSON. TO THE EXTENT PERMITTED BY
     APPLICABLE LAW, SUPPLIER HEREBY EXCLUDES ALL IMPLIED WARRANTIES,
     INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY,
     FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

     REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN OR IN SUPPLIER'S LIMITED
     WARRANTY ACCOMPANYING DELIVERY OF THE PRODUCTS FAILS OF ITS ESSENTIAL
     PURPOSE OR OTHERWISE, SUPPLIER WILL NOT BE LIABLE FOR ANY LOST PROFITS
     OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
     OTHER SPECIAL DAMAGES SUFFERED BY DISTRIBUTOR, ITS CUSTOMERS OR OTHERS
     ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS, FOR ALL
     CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE,
     STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF SUPPLIER HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3  Limitations and Disclaimers as Essential Basis of Bargain

     Distributor acknowledges that Supplier has set its prices and entered
     into this Agreement in reliance on the disclaimers of liability, the
     disclaimers of warranty and the limitations of liability set forth in
     this Agreement and that the same form an essential basis of the bargain
     between the parties.

7    Relationship of the Parties

     Neither Distributor, nor any employee of Distributor, shall be
     considered an employee or agent of Supplier for any purpose. Unless
     otherwise expressly authorized in writing by the other party hereto,
     neither party shall have the right or authority to assume or create any
     responsibility, express or implied, on behalf of or in the name of the
     other party hereto, or

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 18
<PAGE>

     to bind the other party in any manner whatsoever, or to accept payment
     from any person on behalf of the other party.

8    ASSIGNMENT

8.1  No Assignment Without Consent

     Neither this Agreement nor any right, title, interest or obligation
     hereunder may be assigned or otherwise transferred by either party or
     their assignees, transferees or successors in interest without the prior
     written consent of the other party. This Agreement shall inure to the
     benefit of such assignees, transferees and other successors in interest
     of the parties in the event of an assignment or other transfer made
     consistent with the provisions of this Agreement.

8.2  Distributor Affiliate Assignment

     By its signature to the Agreement, Supplier consents to the assignment
     of this Agreement to Distributor's affiliated companies in the
     respective geographical areas set forth in Exhibit B attached hereto.

9    FORCE MAJEURE

     Neither party shall be liable for any breach of this Agreement
     occasioned by an act of God, labor dispute, unavailability of
     transportation, goods or services, governmental restrictions or actions,
     war (declared or undeclared) or other hostilities, or by any other
     event, the condition or cause of which is beyond the control of such
     party. In the event of non-performance or delay attributable to any such
     causes, the period for performance of the applicable obligation
     hereunder will be extended for a period equal to the period of delay.
     However, the party so delayed shall use its best efforts, without
     obligation to expend substantial amounts not otherwise required under
     this Agreement, to circumvent or overcome the cause of the delay. In the
     event that any such delay exceeds 60 days, either party may at its
     option terminate this Agreement effective immediately by giving written
     notice thereof to the other party.

10   NOTICES

     Any notice required to be given hereunder shall be deemed to have been
     effectively given only when delivered personally to an officer of the
     applicable party, or when first sent by telex or FAX and confirmed by
     registered mail, addressed to the applicable party at its address set
     forth below, or at such other address as such party may hereafter
     designate as the appropriate address for the receipt of such notice:

            To Supplier at:    HPL Inc.
                               2033 Gateway Place
                               San Jose, CA 95110
                               USA

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 19
<PAGE>

            To Distributor at: Canon Sales Co., Inc.
                               2-12-23, Konan, Minato-Ku
                               Tokyo 108-0075, Japan

11   WAIVER AND SURVIVAL

11.1 Waiver Limitations

     No waiver by either party of strict compliance with all terms and
     conditions of this Agreement shall constitute a waiver of any subsequent
     failure of the other party to comply strictly with each and every term
     and condition hereof.

11.2 Survival of Agreement Provisions

     Those provisions of this Agreement which are intended by their nature to
     extend beyond termination shall survive in accordance with their terms.

12   COMPLETE AGREEMENT

     This Agreement constitutes the entire agreement between the parties
     relating to the subject matter contained herein and it supersedes any
     and all prior agreements between them. If any provision, or application
     hereof, of this Agreement is held unlawful or unenforceable in any
     respect, such illegality or unenforceability shall not affect other
     provisions or applications that can be given effect, and this Agreement
     shall be construed as if the unlawful or unenforceable provision or
     application had not been contained herein. This Agreement may be amended
     or otherwise modified only by a written document signed by authorized
     representatives of the parties.

13   COUNTERPARTS

     This Agreement may be executed in two counterparts, each of which shall
     be deemed an original, but both of which shall constitute but one
     instrument.

14   ARBITRATION AND LAW APPLICABLE

14.1 Dispute Resolution Via Arbitration

     Any dispute between the parties arising out of or in connection with
     this Agreement that cannot be settled amicably between the parties,
     shall be finally resolved by arbitration. Disputes, subject to
     arbitration hereunder, shall be resolved by a panel of three independent
     impartial arbitrators, one each to be nominated by the parties
     respectively and the third (who shall be Chairman) to be nominated by
     the first two arbitrators. Arbitration proceedings shall be conducted in
     California, United States of America in the English language, pursuant
     to the substantive law of the State of California as if the matter were
     between two California residents, without giving effect to choice of law
     principles thereof and excluding the Convention on Contracts for the
     International Sale of Goods.

14.2 Rights Regarding Arbitration Documents Review

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 20
<PAGE>

     Either party shall have the right to review, prior to the submission of
     its case to the arbitration panel, any and all documents in the
     possession of the other party which relate to such other party's
     performance under, or the conduct of its activities in connection with
     this Agreement.

14.3 Arbitration Law to be Applied

     The arbitration panel shall apply the substantive laws of The United
     States of America to resolve disputes arising hereunder (without giving
     effect to the choice of law principles thereof).

14.4 Governing Language

     The governing language of this Agreement shall be English.

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

<TABLE>
<CAPTION>
     DISTRIBUTOR                         SUPPLIER
     -----------                         --------
<S>                                      <C>

       /s/ Hiroshi Shibuya                      /s/ David Y. Lepejian
Signed -----------------------------     Signed -----------------------------

               Hiroshi Shibuya                          David Y. Lepejian
Print Name -------------------------     Print Name -------------------------

                                               President and Chief Executive
      Director & Group Executive               Officer
Title ------------------------------     Title ------------------------------

      3/24/2000                                3/15/2000
Date: ------------------------------     Date: ------------------------------
</TABLE>

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 21
<PAGE>

                      EXHIBIT A. STANDARD PRODUCTS PRICING

A_1. SUPPLIER SUGGESTED INTERNATIONAL LIST PRICES AND DISTRIBUTOR DISCOUNTS

Supplier shall provide Distributor with a price list specifying the Suggested
International List Price of licenses to utilize its Products. In addition,
Supplier shall provide guidelines as to pricing for support services (such as
mandatory first year technical support, premium levels of technical support,
data integration and installation) and its support Products (turnkey
services, paid evaluations, etc.).

Supplier shall assist Distributor in preparation of Customer price quotations
as required. Distributor may request that quotations for a given set of
customer requirements be prepared by Supplier or Distributor may prepare a
proposed customer quotation and request that Supplier sales support or
marketing personnel check and validate the quotation in question. Negotiation
appropriate to assure the sale, meet competitive challenges and set discount
or other incentives in place shall be the joint responsibility of the
Supplier and Distributor.

Subject to the foregoing, the wholesale price paid for Product or license
fees by Distributor will be calculated according to the end customer purchase
order price and the suggested international list price (SILP) as follows:

<TABLE>
<CAPTION>
             CUSTOMER PURCHASE
                ORDER PRICE                    DISCOUNT TO SUPPLIER
             -----------------                 --------------------
             <S>                               <C>
             SILP+[***]% or more               [***]%
             SILP-[***]% to SILP+[***]%        [***]%
             (SILP-[***]%) to (SILP-[***]%)    [***]%
             Less than (SILP-[***]%)           Negotiated and only by written agreement
</TABLE>

Generally, discounts (if any) which are made available to customers are
applicable to software license fees only. Discounts specifically shall not
apply to support programs, data integration, installation, custom software
development, or hardware. Distributor discounts for support Products and
services are to be specified in the Support Plan for the Territories to be
completed as specified in Exhibit C. All prices provided to Distributor by
Supplier shall be in constant US Dollars.


A_2. PLAN AND PROCESS FOR REVIEW AND REVISION OF PRICING.

Pricing reviews will take place on an annual basis or as mutually agreed to
by the Companies. In the event of a market or business stimulus judged to
require pricing action according to the judgment of either company, a written
request and proposal for pricing review shall be made to the other company
and such request shall be reasonably honored. In the event that pricing
consistent with the current transfer price is not appropriate to the
prevailing competitive environment, the parties will meet to discuss revised
pricing. The principle shall be that if gross margin is reduced in response
to a competitive situation, the parties share the reduction.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 22
<PAGE>

A_3. CURRENCY TO CURRENCY VALUATION ADJUSTMENTS

Distributor shall be responsible for price adjustments pertaining to the
valuation of local currency versus the US Dollar. Payment will be in US
Dollars according to purchase order amounts regardless of the valuation of
local currency vs. the US Dollar.


A_4. PRODUCTS CURRENTLY AVAILABLE

     - Memory Yield Director

     - Defect YIELDirector

     - Parametric YIELDirector

     - ABACuS Signature Classification

     - BitMap Navigator

     - Layout Navigator

     - NavigatorPro Navigator

     - Yield Projector

     - Reflex

     - LayoutView w/cross-sectioning

     - Safari

     - Integrated Yield Management Training and Consulting Services

     - Custom Software Development Service

     - Custom Configured Solutons Based on above products

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 23
<PAGE>

              EXHIBIT B. TERRITORIES ASSIGNED UNDER THIS AGREEMENT

The Territories covered by this Distribution Agreement and the company acting
as the respective distributor in each of those Territories is as follows:

--------------------------------------------------------------------------
<TABLE>
<CAPTION>
GEOGRAPHIC REGION    HPL EXCLUSIVE DISTRIBUTOR FOR NONE OEM PRODUCTS
--------------------------------------------------------------------------
<S>                  <C>
Japan                Canon Sales Co., INC.
--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------------------------------------------------
</TABLE>

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 24
<PAGE>

                         EXHIBIT C. SUPPORT OBLIGATIONS

SUPPORT SERVICES FOR SEMICONDUCTOR YIELD MANAGEMENT SOFTWARE

Supplier and Distributor together acknowledge that a critical success factor
for the Supplier-Distributor business relationship provided for in this
agreement is shared clear understanding and responsibility of customer
support applicable to the Yield Management Software Business. End use
customers of the Products and Services demand a very high standard for
support of the software they apply in their businesses.

During the first 90 days following mutual approval of this agreement,
Supplier and Distributor shall together prepare a support strategy and plan
which ensures that customers for Supplier Products in the Territories may be
fully supported according to equivalent competitive practices and the
expectations of Yield Management Software Products by customers in the
Territories. Distributor discounts and compensation for Support Products and
Services shall be specified according to the Support Strategy and Plan.

Wherever appropriate, support offered in the Territories shall be consistent
with Global Support Programs set in place by Supplier. However, in
recognition of market differences, Distributor shall cite appropriate
business case and customer demand differences which shall be factored into
support programs and strategies for the Territories.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 25
<PAGE>

EXHIBIT D. DEMONSTRATION AND EVALUATION PRODUCT ORDER BY DISTRIBUTOR

As provided in 4.3, Distributor shall place an order to Supplier for
demonstration and evaluation samples upon completion of this agreement as
follows:

<TABLE>
<CAPTION>
Qty     Product Name                                       Demo Unit Price
---     ------------                                       ---------------
<S>     <C>                                                <C>
1 ea    3-User Memory Yield Director                         $[***]

1 ea    ABACuS Signature Classification System               $[***]

1 ea    BitMap Navigator                                     $[***]

1 ea    NavigatorPro Navigator                               $[***]

1 ea    Yield Projector                                      $[***]

1 ea    LayoutView w/cross-sectioning                        $[***]

1 ea    Defect YIELDirector (3 Users)                        $[***]

1 ea    Parametric YIELDirector (3 Users)                    $[***]

1 ea    Safari (Requires Unix Workstation)                   $[***]

1 ea    Reflex                                               $[***]

      TOTAL DEMO/EVALUATION PRODUCT PURCHASE                 $[***]

      DISCOUNTED PRICE TO DISTRIBUTOR (LESS 40%)             $[***]

FUTURE NEW DEMO PRODUCTS TO BE PURCHASED DURING CALENDAR YEAR 2000

1 ea    YIELD PROJECTOR DDE                                     TBD

1 ea    YIELD PROJECTOR S-o-C                                   TBD
</TABLE>

The discount allowed on demo Product purchases is limited to software
licenses only as described in Section 4 and Exhibit A, and does not apply to
installation maintenance nor does it apply to additional custom work.

Note That the Demo units represents the lower bound of software configuration
and pricing. These pricing or configuration should not be used for customer
quotations.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 26
<PAGE>

           EXHIBIT E. SPLIT COMPENSATION FOR MULTI-TERRITORY SALE AND
                         SUPPORT RESPONSIBILITY SHARING

It is likely that Distributor and Supplier may be involved in transactions
involving multi-national customers in which the actual sales process,
evaluation, sale, installation and post-installation support may be spread
across territorial boundaries and shared among multiple distribution and
support partners. In such an event, the terms of revenue sharing should be
agreed among all partners in writing. However, the general approach for split
of software license revenue credit among distributors shall proceed along the
following guidelines:

<TABLE>
<S>                                                             <C>
Original Product sales presentations and demonstrations         [***]%

Secondary, localized Product sales and presentations process    [***]%
</TABLE>

(In the event that both processes are deemed equal in magnitude and decision
impact a total of 30% shall be split evenly between the distributors).

<TABLE>
<S>                                                             <C>
Customer Order Submittal Support and Acceptance Processing      [***]%
Including Development of Acceptance Criteria and Payment
Terms and Conditions

Local Installation and Acceptance                               [***]%

On-going Warranty, Maintenance and Application Support          [***]%
</TABLE>

Revenue for services, support and hardware generally will be credited to the
Distributor in the territory in which the Supplier software is installed
except as otherwise specified by written agreement among Supplier and
Distributors involved in the multi-national transaction. Supplier vs.
Distributors portions of this revenue shall be governed by the discount price
structure defined in Exhibit A.

[*]  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.


                                                                       Page 27