<PAGE>   1
                                                                   Exhibit 10.16



                             [CADENCE LOGO]






                         SOFTWARE OEM LICENSE AGREEMENT



                                     BETWEEN

                               SYNCHRONICITY, INC.

                                       AND

                          CADENCE DESIGN SYSTEMS, INC.



                          EFFECTIVE DATE: May 7, 1999

                        AGREEMENT NO. SOLA-99 SYNC 0507



CADENCE CONFIDENTIAL
SOFTWARE OEM LICENSE AGREEMENT

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                                      INDEX

<TABLE>
<CAPTION>
Section         Description                                                              Page
-------         -----------                                                              ----
<S>                                                                                      <C>
                RECITAL .............................................................      3

1.0             DEFINITIONS .........................................................      3

2.0             APPOINTMENT .........................................................      5

3.0             DELIVERY AND ACCEPTANCE .............................................      5

4.0             LICENSE GRANT .......................................................      5

5.0             MAINTENANCE, TRAINING AND ENHANCEMENTS ..............................      6

6.0             MARKETING AND PROMOTION .............................................      7

7.0             FEES ................................................................      8

8.0             SOURCE CODE ESCROW ..................................................      8

9.0             PROTECTION OF CONFIDENTIAL INFORMATION ..............................      9

10.0            WARRANTY AND INDEMNIFICATION .......................................      10

11.0            TERM AND TERMINATION ...............................................      11

12.0            GENERAL ............................................................      12
</TABLE>



EXHIBITS:

Exhibit A       -  Products and Designated Equipment
Exhibit B       -  Maintenance and Support Services
Exhibit C       -  Fees and Payment
Exhibit D       -  Software Deposit Agreement
Exhibit E       -  Licenses for Use in Professional Services
Exhibit F       -  Trademark Specifications

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SOFTWARE OEM LICENSE AGREEMENT


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                                 [CADENCE LOGO]

                         SOFTWARE OEM LICENSE AGREEMENT

                          Effective Date: May 7, 1999

                                  Agreement No: _______

This Software OEM License Agreement ("Agreement") is entered into effective as
of the date set forth above by and among, on the one hand, CADENCE DESIGN
SYSTEMS, INC., a Delaware corporation having a principal place of business at
555 River Oaks Parkway, San Jose, California 95134, and CADENCE DESIGN SYSTEMS
(IRELAND) LIMITED, a corporation organized and existing under the laws of
Ireland having a place of business at Block U, East Point Business Park, Dublin
3, Ireland (collectively with its Subsidiaries, as defined below, "Cadence"),
and, on the other hand, Synchronicity, Inc., a Massachusetts corporation, having
a principal place of business at 201 Forest Street, Marlboro, MA 01752
("VENDOR").

WHEREAS Cadence develops and markets software application programs used in the
electronic design automation industry for the computer-aided engineering,
design, co-verification, simulation, and layout of advanced electronic circuits,
printed circuit boards and electronic systems and subsystems; and

WHEREAS Vendor has developed certain computer programs and desires to grant
Cadence rights to commercially exploit such programs on a world-wide basis; and

WHEREAS Cadence is willing, subject to the terms of this Agreement, to market,
distribute and sublicense Vendor's programs a bundled component, or in
combination or for use with the software and systems which Cadence develops or
distributes;

NOW THEREFORE in consideration of the mutual promises herein contained the
parties hereby agree as follows:


1.0      DEFINITIONS.

         In addition to the terms defined elsewhere in this Agreement, the
following terms have the following meanings:

         1.1 "Ancillary Work" means any software code written by or for Cadence
(and not by Vendor) for the purpose of tightly integrating the Licensed Work as
an integral and functioning part of Cadence's product framework environment
and/or to meet unique requirements of an End User.

         1.2 "Cadence" means Cadence and its world-wide Subsidiaries and the
successors and assigns of any of them.


         1.3 "Designated Equipment" means computer hardware contained in one of
the equipment product families listed on Exhibit A, and also including the
operating system environment with which

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Cadence's products operate as listed in Exhibit A. At the request of either
party from time to time, and upon mutual agreement, the parties shall amend
Exhibit A to reflect expansions and extensions of the product families there
represented and will in good faith negotiate the inclusion of additional product
lines.

         1.4 "Documentation" means all data sheets, user manuals and/or
education and training materials in human or machine readable form, and all
Maintenance Modifications and Enhancements thereto which are generally provided
to Vendor customers and which: (i) document the design or details of the
Product(s); and/or (ii) explain the capabilities of the Product(s); and/or (iii)
provide operating instructions for using the Product(s).

         1.5 "End User" means an entity that acquires the Licensed Work for its
internal production use and not for redistribution.

         1.6 "Enhancement" means any modification(s), revision(s), upgrade(s) or
addition(s) to a Product made by or on behalf of Vendor (other than a
Maintenance Modification) that improves its function, substantially enhances its
performance, including, without limitation, new versions of the Products.
Enhancements shall include updates to the Documentation.

         1.7 "Error(s)" means any malfunction or defect in the Products and/or a
mistake in the Documentation that prevents the Product from correctly operating
in full conformance with its functional specifications as set forth in the
Documentation.

         1.8 "Fees" means the fees that Cadence shall pay to Vendor for the
rights granted hereunder, as more specifically described in Section 7 below.

         1.9 "Licensed Work(s)" means the Products and Documentation
collectively.

         1.10 "Maintenance Modification" means any modification(s), revision(s)
or addition(s) to the Products that: (i) correct Errors; or (ii) support new
releases of the Designated Equipment or subsequent revisions of its operating
system; or (iii) update a Product to ensure its continuing compatibility with
versions of Cadence's product(s) it is intended to be used with, if any; or (iv)
other modification(s) or addition(s) which are not Enhancements. Maintenance
Modifications shall include correction to Documentation.

         1.11 "Marketing Agent(s)" means those distributors, dealers, resellers,
representatives, affiliates or Subsidiaries with whom Cadence enters into a
contractual relationship for the express purpose of engaging such entity to
market to End-Users the Licensed Work or other Cadence products which include
the Licensed Works.

         1.12 "Net Maintenance Revenues" means the portion of gross revenues
recognized by Cadence that is directly attributable to the sale of maintenance
services directly related and apportioned to the Licensed Works, net of
Marketing Agent commissions, refunds, commodity taxes, value added taxes, sales
taxes, and provision for bad debt. Net Maintenance Revenues specifically
excludes revenues recognized by Cadence from the sale or provision of
maintenance services related to or in connection with Licensed Works that are
provided to persons for evaluation or demonstration purposes only. In connection
with the license and distribution of the Licensed Work known as Cadence library

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structure based applications, this Section is not applicable since no per item
payments are due.

         1.13 "Net Product Revenues" means the portion of gross revenues
recognized by Cadence that is directly attributable to the sale or license of
the Licensed Works, net of Marketing Agent commissions, returns, commodity
taxes, value added taxes, sales taxes, and provision for bad debt. Net Product
Revenues specifically excludes revenues recognized by Cadence from any Licensed
Works that are provided to persons for evaluation or demonstration purposes
only. In connection with the license and distribution of the Licensed Work known
as Cadence library structure based applications, this Section is not applicable
since no per item payments are due.

         1.14 "Product(s)" means the Vendor software product(s), in object code
form, as specified in Exhibit A, including any Maintenance Modifications and/or
Enhancements thereto.

         1.15 "Subsidiary" means a corporation, limited liability company,
partnership, joint venture, company, unincorporated association or other entity
in which more than fifty percent (50%) of the outstanding shares, securities or
other ownership interest (representing the right to vote for the election of
directors or other managing authority or the right to make the decisions for
such entity, as applicable) is, now or hereafter, owned or controlled, directly
or indirectly, by a party hereto. Such corporation, company or other entity
shall be deemed to be a Subsidiary only so long as such ownership or control
exists.

         1.16 "Term" means the initial term and any renewal term of this
Agreement as specified in Section 11.1 below.


2.0      APPOINTMENT.

         2.1 Vendor hereby appoints Cadence as its non-exclusive OEM for the
delivery of Licensed Works to End Users world-wide, and Cadence hereby accepts
such appointment, subject to the terms and conditions hereof. "OEM" as used
herein shall be a party which acquires a product for redistribution in
combination with other products and/or services.

         2.2 Cadence shall arrange for delivery of Licensed Works to the End
Users and providing End Users maintenance support of Licensed Works, through
Cadence's usual channels for distribution and maintenance, subject to the terms
and conditions hereof. Cadence will pay Vendor the license and maintenance fees
as more fully described in Section 7.


3.0      DELIVERY AND ACCEPTANCE.

         3.1 Initial Delivery, Acceptance Tests and Corrections. For the initial
Licensed Work, each additional Licensed Work and each major revision thereof,
Vendor shall deliver to Cadence a copy of the Licensed Work in accordance with
the delivery schedule mutually agreed upon by the parties. Cadence shall have
thirty (30) days after the initial delivery of the Product to perform such tests
developed by the parties pursuant to Section 3.3 herein, to determine whether
such version meets the specifications and performance standards represented by
Vendor and is capable of performing repetitively in a variety of situations
without failure (the "Acceptance Standards"). Cadence shall

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promptly notify Vendor if Cadence determines that the Product does not meet the
Acceptance Standards. Vendor shall then have sixty (60) days to modify or
improve such Product version, at Vendor's expense, so that it performs in
accordance with the Acceptance Standards and to redeliver it to Cadence. Cadence
shall have a second thirty (30) day test period to reconduct the acceptance
tests. Cadence shall have the option to terminate this agreement pursuant to
Section 11.2.2 in the event of the failure of the Product to meet the Acceptance
Standards.

         3.2 Acceptance Date. If and when the acceptance tests establish that
the Product is performing in accordance with the Acceptance Standards, Cadence
shall promptly notify Vendor in writing that it accepts that Product version
(the "Acceptance Date"). Within ten (10) days of the Acceptance Date Vendor
shall deliver to Cadence: (i) one (1) reproducible master copy of the Product,
and (ii) a camera ready hard copy of the Documentation, with a collation guide
for printing and reproduction together with an electronic soft copy of the
Documentation in Word, PostScript format or as otherwise agreed to by the
parties. Vendor shall deliver the Licensed Works to Cadence on such media and
format as Cadence specifies. It is the intent of the parties that Vendor shall
provide Cadence a "golden master" copy of the Licensed Work from which Cadence
can thenceforth replicate, without intervention or assistance from Vendor,
additional copies of the Products and Documentation as necessary to exercise the
grants of Section 4.

         3.3 Test Plan. Vendor shall work diligently with Cadence to develop as
soon as practicably possible following the execution of this Agreement a
mutually acceptable test plan and quality assurance plan necessary for the
development of the acceptance tests to verify a Product's conformance to the
Acceptance Standards.


4.0      LICENSE GRANT.

         4.1 Distribution License. Vendor hereby grants Cadence a non-exclusive,
non-transferable, worldwide, right and license (sublicenseable through Cadence's
standard distribution channels), for the Term of this Agreement, to use, copy,
reproduce, market, display, perform and distribute externally and to prepare
Ancillary Works of the Licensed Work. Such right and license includes the right
and license of Cadence to sublicense and distribute copies of Licensed Work and
Ancillary Work to End Users world-wide and under the same forms of license and
maintenance agreements Cadence uses with respect to the licensing of, and
providing maintenance for, its own proprietary software products, and to permit
End Users to copy the Products or Documentation as is necessary in connection
with their internal use of the Products on the Designated Equipment.

         With respect to the source code of the Licensed Work, effective
currently but exercisable only if and when the source code is released from
escrow in accordance with Section 8 hereof, Vendor hereby grants to Cadence the
non-exclusive, non-transferable, worldwide, royalty free, fully-paid right and
license to modify and prepare Ancillary Works of the source code, to replicate
the source code, and to use the source code, including such modifications
internally, in each case solely for maintenance and support purposes (including
enhancements). The object code version of such revisions, enhancements and
Ancillary Works may be distributed to End Users under maintenance, as included
in "Products". The parties expressly agree that an Ancillary Work shall not
include a new software product that would not constitute a Product hereunder.
Cadence shall license to Vendor those enhancements or modifications Cadence
makes to the source code of the Licensed Work during the time Vendor so

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performs maintenance obligations hereunder, following source code release from
escrow, on a non-exclusive, irrevocable, perpetual, worldwide, royalty free,
fully paid basis.

         4.2 Internal Use License. Vendor hereby grants Cadence and its
Marketing Agents a non-exclusive, non-sublicenseable, fully paid, royalty free,
worldwide right and license to internally use the Licensed Works for the
purposes of technical support, quality assurance, manufacturing, testing,
demonstration, training, marketing and other tasks incidental to: (a) carrying
out the distribution activities of Section 4.1; and (b) supporting End Users in
their use of the Products sublicensed to them by Cadence and/or its Marketing
Agent(s). The internal use described in the preceding sentence shall be at no
charge or Fee to Cadence.

         4.3 Ownership. Title to and ownership of the Licensed Works shall not
be modified by this Agreement and shall at all times remain with Vendor or
Vendor's suppliers. Title to and ownership of all Ancillary Works, or
Maintenance Modifications made by Cadence, and modifications thereof, shall be
held exclusively by Cadence. Vendor and its suppliers, shall have no rights in,
or license to use any Ancillary Works in any manner without the express prior
written permission of Cadence. Cadence shall not, and shall not permit any third
party to, reverse engineer, or decompile, the Licensed Work, except as
specifically permitted by this Agreement or by applicable law and except to the
extent that Vendor is not permitted by such applicable law to exclude or limit
such rights.

         4.4 - Left intentionally blank.

         4.5 Use in Professional Services. In addition to the licenses granted
above in Section 4, Vendor grants to Cadence the licenses set forth in Exhibit E
in connection with Cadence's provision of electronic design and consulting
services to customers, which Exhibit E is hereby incorporated herein by this
reference. The parties intend that customers of such Cadence professional
services involving a Licensed Work will separately purchase a license to the
Licensed Work from Cadence.


5.0      MAINTENANCE, TRAINING AND ENHANCEMENTS.

         5.1 Maintenance and Training Services. Vendor will provide Cadence with
the maintenance and training services described on Exhibit B hereto. All
references to Exhibit B include Exhibit B-1 if applicable. Vendor's maintenance
and support obligations hereunder and under Exhibit B shall survive termination
of this Agreement for whatever reason and shall continue until the earlier of
(i) three years from the date of termination or expiration of this Agreement,
(ii) for so long as Cadence has maintenance obligations for Licensed Works to
End Users, or (iii) such time as mutually agreed upon between the parties in
connection with the "end-of-life"of a specified Licensed Work.

         5.2 Maintenance Modifications, Enhancements. Within thirty (30) days
after the execution of this Agreement, each party shall designate, and notify
the other party in writing of, a company representative; both persons together
shall comprise a steering committee ("Steering Committee") whose function shall
be to evaluate the functionality and overall performance of the Licensed Works
and Products and determine the need for additional functionality, features,
Maintenance Modifications and Enhancements with respect thereto in a mutually
agreed upon schedule. The Steering Committee shall meet at least once each
calendar quarter during the Term of this Agreement in the performance of its
functions and mutually agree upon any Enhancements and/or Maintenance
Modifications to be made

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to the Products. Vendor shall use reasonable commercial efforts to develop all
Maintenance Modifications and Enhancements so agreed upon by the Steering
Committee. Vendor shall use reasonable commercial efforts to provide Cadence, at
no charge, all Maintenance Modifications and Enhancements of the Licensed Works
and related Documentation created by or for Vendor during the term of this
Agreement on or before the date Vendor's first release of such Maintenance
Modifications and/or Enhancements to any of its other distributors, OEM's,
marketing partners or end customers. Such Maintenance Modifications and
Enhancements shall, upon their availability, automatically become part of the
Licensed Work(s) for the purpose of this Agreement.

         5.3 Product Utilization. At least biannually, Vendor shall provide a
qualified specialist without additional charge to review Cadence's system
performance and utilization for each Product. A written report will be furnished
to Cadence delineating ways Cadence might improve the utilization of the
Products in Cadence's product environment.


6.0      MARKETING AND PROMOTION.

         6.1 Control of Marketing. Except as set forth in Section 6.5 hereof,
and subject to the terms and conditions hereof, the means by which Cadence
markets and distributes the Licensed Work shall be in Cadence's sole discretion
and control, including without limitation the methods of pricing, marketing,
naming, packaging, labeling, advertising, and collection of fees. Cadence may
distribute the Licensed Work world-wide through any combination of direct
marketing, Marketing Agents, original equipment manufacturers, and other means,
and either alone or in combination with other products. The parties agree that
the Licensed Work know as Cadence library structure based applications shall
only be distributed as a bundled component with other Cadence products except in
instances of Enhancements or Maintenance Modifications to such Licensed Work.

         6.2 Referral of Inquiries. Vendor shall refer any inquiries received by
it regarding the use of the Licensed Work for use with Cadence's products to
Cadence and shall notify Cadence of each such referral.

         6.3 Sales Support. Vendor agrees to provide Cadence sufficient sales
and technical support, including but not limited to Vendor personnel proficient
in the performance, use, implementation and modification of the Licensed Works
and Products (collectively, "Sales Support"), as Cadence may reasonably require
with respect to the sales attempts and other sales efforts by Cadence and/or its
Marketing Agent(s) to sell and market sublicenses to the Licensed Works and/or
Products to customers and/or potential End Users hereunder. Such Sales Support
shall be at no charge to Cadence.

         6.4 Marketing Support. Vendor agrees to provide Cadence sufficient
marketing support ("Marketing Support") at such events as Cadence may reasonably
specify (e.g., industry conferences, business/trade shows, marketing seminars,
presentations and/or demonstration for key customers or strategic accounts).
Such Marketing Support shall be at no charge to Cadence.

         6.5 Trademarks and Copyrights. Vendor hereby grants to Cadence (and its
applicable subcontractors) a non-exclusive license to use the trademarks and
logos set forth on Exhibit F (the "Trademarks") in connection with the
manufacture, distribution, license and promotion of the Licensed Works. Vendor
and Cadence shall agree upon the use of Vendor's Trademarks within the Products.
If

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Cadence uses the Trademarks, then the use of such Trademarks shall conform
with all trademark specifications of Vendor for such Trademarks, which
specifications are attached hereto as Exhibit F and which may be amended from
time to time by Vendor. If Cadence manufactures the Products, then Cadence shall
cause the manufacture of the Products to conform to the reasonable quality
standards of Vendor for the manufacture of the Products and Vendor may review
the Products manufactured by Cadence, upon reasonable notice to Cadence, to make
sure that such quality standards are met. Except for the use of the Trademarks
however, the packaging design, and advertising for the Licensed Products shall
be within the discretion and control of Cadence. Vendor represents and warrants
to Cadence that it is not aware and has not received notice of any infringement
or claim of infringement of any Trademark upon any rights of any third party
anywhere in the world. Cadence shall replicate Vendor's copyright notices (as
they appear or as designated by Vendor) in any Product and Documentation
reproduced under this Agreement. Use of Vendor's Trademarks shall inure to the
benefit of Vendor.

         6.6 Drop Shipment. If Cadence does not manufacture the Products and
Vendor drop ships the Products, then the drop shipment box on Exhibit A shall be
checked.

         6.7 Promotional Activities. On a quarterly basis Cadence will send
targeted promotional materials provided by Vendor to Cadence End-Users who could
be potential users of Vendor's products. Potential modes of communication may
include email or direct mail. Cadence will have final approval of the content
and form. Costs to be shared by both companies.

7.0      FEES.

         7.1 Amount. Cadence shall pay to Vendor Fees from the Licensed Work
distributed by Cadence to End Users or Marketing Agents, as applicable, under
the terms of Exhibit C hereto.

         7.2 Preferred Customer. If, during the Term of this Agreement, Vendor
makes available the Licensed Work or any material part thereof for distribution
to any third party under substantially similar terms and conditions which are
more advantageous to such third party than those specified in this Agreement,
Vendor agrees it shall give Cadence prompt written notice thereof. Cadence shall
have the right within ninety (90) days after such notification to substitute
such different terms for those specified herein, effective as of the date of
availability of such terms to the third party, and Vendor will return to Cadence
any payments made by Cadence which are in excess of the payments required under
the elected terms.

         7.3 Payments, Quarterly Reports. Unless otherwise specified in Exhibit
C attached hereto, Fees shall be remitted on a quarterly basis within forty-five
(45) days following the end of Cadence's fiscal quarter during which Cadence
recognized revenues for the Licensed Work to which the Fee payment applies.
Cadence will deliver written reports to Vendor within forty-five (45) days after
the last day of each fiscal quarter stating: (i) the amount of Net Product
Revenues recognized during the quarter; and (ii) the amount of Net Maintenance
Revenues recognized during that same quarter, and (iii) the resulting Fees due.
Cadence will enclose with the report the Fee payment so calculated.

         7.4 Records and Audit. Cadence agrees that it shall maintain records
sufficient to establish the Fees payable pursuant to this Section 7. Vendor may,
with prior written notice and during normal business hours, have independent
certified public accountants acceptable to Cadence examine, at Vendor's expense,
Cadence's records relating to the Fees payable pursuant to this Agreement. Such

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accountants must agree in advance in writing to maintain in confidence and not
to disclose to any party any information obtained during the course of such
examination, other than a disclosure to Vendor of the amounts of Fees that
should have been paid for the period covered by the examination. Any errors
discovered during such examination shall be corrected by the appropriate party.
In no event shall any such adjustment be made more than two (2) years after the
end of the period in error. The audit right contained in this Section may not be
exercised more than once during any 12 month period.


8.0      SOURCE CODE ESCROW.

         8.1 Deposit. Within ten (10) days of the Acceptance Date, Vendor shall,
at Cadence's expense, place the complete Licensed Work source code ("Source Code
Materials") into escrow with an independent third party escrow holder. The form
of escrow deposit agreement to be used is attached hereto as Exhibit D.
Throughout the Term of this Agreement, Vendor shall update the Source Code
Materials as is necessary to include Maintenance Modifications and Enhancements,
so that the deposit at all times reflects the most current version of the
Licensed Work distributed by Cadence hereunder.

         8.2 Release Event. If Vendor fails to meet its obligations under
Exhibit B (all as more fully set forth in the escrow deposit agreement), or an
Event of Default occurs under Exhibit D, and such failure or Event of Default
remains uncured for a period of at least forty-five days following written
notice from Cadence, Cadence may retrieve the Source Code Materials and use same
to fulfill its maintenance obligations to End Users respecting the Licensed Work
and otherwise continue to exercise the license grants of Section 4, provided
however that the release of Source Code Materials shall occur without such cure
period, and in accordance with Exhibit D, upon the fourth failure of Vendor to
meet its support obligations or Event of Default. If the source code is released
from escrow Cadence may (i) fully exercise its source code license rights
granted in Sections 4.1 and 4.2 hereof, solely for purposes of support and
maintenance (including enhancements) of the Licensed Work, and (ii) if the
release event occurred during the Term, continue to exercise the license grants
of Section 4 as if this Agreement continued in full force and effect for the
full Term (initial or then applicable renewal). Upon release of the source code
from escrow all other terms and conditions of this Agreement shall continue to
apply, including Cadence's obligation to pay product and maintenance fees. The
license to the source code granted herein shall be irrevocable (except in the
instance of a breach by Cadence of Sections 4.3 or 9 hereof) but shall expire at
the later of: (i) ten (10) years after the occurrence of a release event, (ii)
five (5) years following the end of the then applicable Term, or (iii) when
Cadence no longer has any maintenance obligations to End Users with respect to
the Licensed Work.

         8.3 Escrow Termination. The escrow shall continue and survive on its
own terms independent of the existence of this Agreement and shall terminate on
the fifth (5th) anniversary of the termination of this Agreement, if no release
event has occurred prior thereto, or such other date as mutually agreed upon by
the parties in writing.

9.0      PROTECTION OF CONFIDENTIAL INFORMATION.

         9.1 The parties acknowledge that: (i) Licensed Work in the case of
Vendor; and (ii) Ancillary Works in the case of Cadence; and/or (iii) any other
information which the parties desire to exchange to conduct the activities
contemplated by this Agreement, which the revealing party ("Discloser") holds in
confidence or received from a third party under confidentiality obligations

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("Proprietary Materials"), are confidential information of the Discloser. Except
as permitted under this Agreement, the receiving party ("Recipient") shall treat
Discloser's Proprietary Materials that are prominently marked with a notice in
human readable form noting their confidential nature, or, if delivered orally,
designated as confidential at the time of disclosure, with the same standard of
care that Recipient uses to safeguard its own proprietary materials from
unauthorized access, use, disclosure or dissemination. Proprietary Materials
disclosed orally or visually shall be identified as confidential prior to the
discussion or presentation, then furnished to Recipient in tangible form within
thirty (30) days thereof and marked as confidential. Notwithstanding the
foregoing marking requirement, source code of either party shall be treated as
Proprietary Materials hereunder and shall only be used in accordance with the
terms of Section 8.2 hereof.

         9.2 Recipient's obligations respecting Discloser's Proprietary
Materials shall terminate with respect to any part thereof which Recipient can
establish by documentary evidence: (i) was not labeled as proprietary at the
time of its receipt by Recipient or in the case of orally disclosed information,
identified as confidential prior to the discussion or presentation, then
furnished to Recipient in tangible form within thirty (30) days thereof and
marked as confidential; (ii) now or hereafter may be in the public domain by
acts not attributable to Recipient; (iii) was rightfully in the possession of or
known to Recipient prior to its receipt from Discloser under this Agreement;
(iv) is or becomes available without restriction to Recipient from a source
independent of Discloser who was in lawful possession of same and authorized to
disclose it to Recipient; or (v) is agreed to be unrestricted by Discloser in
writing.

         9.3 Nothing herein shall restrict Recipient's right to disclose the
Proprietary Materials where such disclosure is required by written order of a
judicial, legislative, or administrative authority of competent jurisdiction, or
is necessary to establish its rights under this Agreement, provided, however
that, in each case, Recipient will first notify Discloser of such need or
requirement and cooperate with Discloser in limiting the scope of the proposed
disclosure. Recipient will assist Discloser in taking all reasonable steps for
obtaining further appropriate means of limiting the scope of the required
disclosure of Discloser's Proprietary Materials.

         9.4 Within ten (10) days of the earlier of (i) receipt of Discloser's
written request for return of same (other than the Licensed Work), or (ii) the
termination or expiration of this Agreement (except as and to the extent
otherwise provided herein); Recipient shall return all Discloser's Proprietary
Materials along with Recipient's certification that through its best efforts and
to the best of its knowledge all Discloser's Proprietary Materials have either
been returned or destroyed and no Discloser Proprietary Materials, or copies
thereof, remain in the possession of Recipient, its employees or agents;
provided, however, that Cadence as Recipient may retain such of Vendor's
Proprietary Materials as Cadence may reasonably require to provide support and
maintenance for the Licensed Works to its customers, but only for the lesser of
(i) so long as such support and maintenance obligations are in effect or (ii)
three years after the termination of this Agreement. Recipient's obligations set
forth in this Section 9 shall terminate on the fifth (5th) anniversary of the
termination or expiration of this Agreement, excluding those obligations with
respect to the source code placed in escrow pursuant to Section 8 above which
shall terminate on the tenth anniversary of the termination or expiration of
this Agreement.

         9.5 Equitable Relief. Each party acknowledges that unauthorized
disclosure or use of the Proprietary Materials may cause irreparable harm to the
other party for which recovery of money damages would be inadequate, and the
other party shall therefore be entitled to obtain timely injunctive

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relief to protect the other party rights under this Agreement in addition to any
and all remedies available at law.


10.0     WARRANTY AND INDEMNIFICATION.

         10.1 Vendor warrants and represents that: it has the corporate right
and power to enter into this Agreement, and that doing so does not violate or
conflict with any other Vendor obligations.


         10.2 Vendor warrants and represents that the Licensed Works, and all
Maintenance Modifications and Enhancements thereto shall conform to and perform
in accordance with Vendor's published Documentation.

         10.3 Vendor warrants and represents that the Licensed Work is designed
to be used prior to, during and after the calendar year 2000 A.D., and that the
Licensed Work will operate during each such time period without error relating
to date data, specifically including any error relating to, or the product of,
date data which represents or references different centuries or more than one
century. Without limiting the forgoing, Vendor represents and warrants that (i)
the Licensed Work will properly manage and manipulate data involving dates,
including single-century and multi-century formulas, and will not abnormally
end, or cause an abnormally ending scenario, within the application or generate
incorrect values or invalid results involving such dates; and (ii) the Licensed
Work has been designed to ensure year 2000 compatibility, including, without
limitation, date data century recognition, calculations which accommodate same
century and multiple century formulas and date values, and date data interface
values that reflect the century, and (iii) the Licensed Work provides that all
date-related user interface functionalities and data fields include the
indication of the century, and that all date-related data interface
functionalities include the indication of the century, and (iv) handle all leap
years, including, without limitation, the year 2000 leap year, correctly. Vendor
shall promptly advise Cadence of any breach of the above warranty. Vendor makes
no warranty as to the year 2000 compatibility of the Products when used in
conjunction with third party application software products and no warranty as to
the year 2000 capability of any third party products.

         10.4 EXCEPT AS OTHERWISE PROVIDED HEREIN, THE LICENSED WORK IS PROVIDED
"AS IS," AND VENDOR AND ITS SUPPLIERS MAKE NO WARRANTIES WHATSOEVER, AND TO THE
EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
NO EMPLOYEE, AGENT, DEALER, OR RESELLER IS AUTHORIZED TO MAKE ANY ADDITIONAL
WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, VENDOR DOES NOT WARRANT THAT THE LICENSED WORK WILL
MEET ALL OF CADENCE'S OR ITS MARKETING AGENT'S OR END-USERS' REQUIREMENTS; WILL
OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY CADENCE OR
ITS MARKETING AGENTS OR END-USERS; THAT THE OPERATION OF THE LICENSED WORK WILL
BE ERROR FREE OR UNINTERRUPTED; OR THAT ALL ERRORS OR DEFECTS IN LICENSED WORK
WILL BE CORRECTED. CADENCE ACKNOWLEDGES THAT THE LICENSED WORK MAY HAVE

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DEFECTS OR ERRORS WHICH WILL NOT BE CORRECTED BY VENDOR, AND HEREBY EXPRESSLY
WAIVES ALL WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET FORTH HEREIN. EXCEPT AS
SET FORTH IN SECTION 10.5 HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IT
IS EXPRESSLY AGREED THAT VENDOR'S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER,
REGARDLESS OF THE FORM OF LEGAL ACTION, WHETHER IN CONTRACT OR IN TORT,
INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE ACTUAL PAYMENTS RECEIVED BY
VENDOR FOR THE LICENSED WORK AND ANY SERVICES PROVIDED BY VENDOR TO CADENCE
HEREUNDER. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL VENDOR BE LIABLE FOR (I) ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS,
LOSS OF REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
(II) ANY CLAIM AGAINST CADENCE BY ANY THIRD PARTY, EXCEPT AS PROVIDED IN SECTION
10.5 BELOW, OR (III) ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE, AN
ACT OF A THIRD PARTY, OR CIRCUMSTANCES INVOLVING NO FAULT ON VENDOR'S BEHALF.

         10.5 Vendor shall defend, at its expense, Cadence, Marketing Agents and
End-Users from and against any third party claims alleging that the Licensed
Work infringes any; (i) North American, European Union or Japanese patent or
trademark, (ii) copyright, or (iii) trade secret, and shall indemnify Cadence
against all damages payable as part of a final judgment or settlement thereof.
Such indemnification obligation shall not apply to any claim to the extent such
claim is based on (A) software not claimed to be owned or developed by or on
behalf of Vendor, (B) the combination of the Licensed Work with other products
not claimed to be owned or developed by or on behalf of Vendor, (C) the
modification of the Licensed Work by anyone other than Vendor, to the extent
that the alleged infringement would have been avoided absent such modification
or combination, or (D) arising from the failure of Cadence to use updated
Licensed Work provided by Vendor for avoiding alleged infringement. In seeking
indemnification pursuant to this Section 10 Cadence shall give prompt notice to
Vendor, provided, however, that failure to give prompt notice will not relieve
the Vendor of any liability hereunder (except to the extent that Vendor has
suffered actual material prejudice by such failure). Within ten (10) business
days of receipt of such notice from Cadence, Vendor shall assume the defense of
a claim. Vendor may select counsel, which shall be reasonably acceptable to
Cadence. If Vendor fails to defend against such claim then, upon ten (10) days'
written notice to Vendor, Cadence may assume the defense of such claim. In such
event, Cadence shall be entitled under this Section as part of its damages to
indemnification for the costs of such defense. Vendor will have the right to
consent to the entry of judgment with respect to, or otherwise settle, such
claim with the prior written consent of Cadence, which consent shall not be
unreasonably withheld. The parties shall cooperate in the defense or prosecution
of any claim. Cadence shall have the right to participate, at its own expense,
in the defense or settlement of any claim. THE FOREGOING STATES THE ENTIRE
LIABILITY OF VENDOR TO CADENCE AND ANY AND ALL THIRD PARTIES, WHETHER FOR
DAMAGES OR OTHERWISE, FOR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT, PATENT,
TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT.

         10.6 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IT IS EXPRESSLY AGREED
THAT CADENCE'S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER, REGARDLESS OF THE FORM
OF LEGAL ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL IN
NO EVENT EXCEED $1,175,000. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL CADENCE BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR MULTIPLE DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, OR

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LOSS OF DATA, OR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE, AN ACT
OF A THIRD PARTY, OR CIRCUMSTANCES INVOLVING NO FAULT ON VENDOR'S BEHALF, EVEN
IF CADENCE ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THIS SECTION
10.6 APPLY IN THE INSTANCE OF A WILLFUL AND INTENTIONAL BREACH BY CADENCE OF
SECTION 4.3.

11.0     TERM AND TERMINATION.

         11.1 Term. The initial term of this Agreement shall be for a period
commencing upon the effective date first set forth above and ending three (3)
years thereafter. This Agreement shall subsequently automatically renew, and
thereafter re-renew for additional terms of one (1) year each unless terminated
by either party, providing the other ninety (90) days written notice prior to
the end of the then current term.

         11.2 Termination. This Agreement may be terminated at any time:

                  11.2.1 Non-Marketability. By Cadence upon thirty (30) days
written notice to Vendor, after the first twelve months of the Term of this
Agreement if Cadence determines that due to changes in market conditions Cadence
will not, or will not continue to, market or distribute the Licensed Works; or

                  11.2.2 For Cause. By either party at any time immediately upon
written notice to the other party in the event the other party fails to observe
or perform a material obligation of this Agreement (a "Default"), which Default
is not cured within thirty (30) days after the non-defaulting party has given
written notice of the Default and demanded its cure.

         11.3 Effect of Termination. Upon non-renewal or termination of this
Agreement for any reason, all financial obligations of Cadence shall cease,
(except as set forth herein) all rights and licenses previously granted to End
Users shall continue in full force and effect and Vendor shall either: (i)
continue to provide Cadence all Licensed Work and support services necessary to
enable Cadence and Marketing Agents to fulfill its continuing obligations to End
User's respecting the Licensed Work during the period set forth in Section 5.1;
or alternatively, (ii) assume, as licensor directly with End Users, Cadence's
obligations respecting the Licensed Work under any of Cadence's or its Marketing
Agent(s)' then current quotations, license and maintenance and support
agreements which Cadence or its Marketing Agents entered into prior to the
termination date. In the event of termination of this Agreement pursuant to
Section 11.2.1, (except if Cadence terminates this Agreement as a result of an
EDA competitor of Cadence acquiring at least 50% of the outstanding shares of
Vendor), Cadence shall pay to Vendor 50% of the remaining payments due for the
Cadence library structure based application, set forth in Exhibit C.

         11.4 Survival. The provisions of Sections 4.2 (during the period
specified in Section 8.2), 4.3, 4.5 (and Exhibit E), 5.1 (and Exhibit B), 6.3,
7.4, 8 (and other provisions of this Agreement (including Exhibits) as
contemplated therein), 9, 10.4, 10.5 (for 4 years) 10.6, 11.3 (and the
provisions of Section 7 to the extent applicable), 11.4 and 12, along with any
other provision which by its terms continues after termination, shall survive
the termination of this Agreement.


12.0     GENERAL.

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         12.1 Relationship. The relationship between the parties under this
Agreement is that of independent contractors, and nothing contained in this
Agreement shall be construed to constitute either party as an agent, partner, or
joint venturer of the other.

         12.2 Rights. Nothing in this Agreement shall be construed as
prohibiting or restricting: (i) Cadence from independently developing or
acquiring products which are competitive, irrespective of the similarity to or
substitutability for the Licensed Works; or (ii) the rights which the parties
have outside the scope of this Agreement; or (iii) the rights of either party to
make, have made, use, lease, license, sell or otherwise dispose of any
particular product(s) not herein described.

         12.3 Notices. All notices, demands or consents required or permitted
hereunder shall be delivered in writing to the respective parties at the
addresses set forth above, and, in the case of Cadence, to the attention of the
General Counsel, or at such other address as shall have been given to the other
party in writing for the purposes of this clause. Such notices shall be deemed
effective upon the earliest to occur of: (i) actual delivery; or (ii) five (5)
calendar days after mailing (airmail for international mailings), addressed and
postage prepaid, return receipt requested (except for international mailings);
or (iii) one (1) day after transmission by fax, if to Cadence to (408) 944-0215,
and if to Vendor, to (508) 485-7514.

         12.4 Assignment. Neither this Agreement nor any rights hereunder, in
whole or in part, shall be assignable or otherwise transferable by either party
without the express written consent of the other party which consent shall not
unreasonably be withheld. However, the foregoing notwithstanding, an assignment
by either party in connection with the transfer of all, or a substantial portion
of its assets, product lines or business, or by reason of acquisition, merger,
consolidation or operation of laws shall not require the other party's consent.
Subject to the above, this Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto. In the event Vendor
executes a definitive agreement with a third party to acquire at least 50% of
Vendor's outstanding shares, Vendor shall provide Cadence prompt written notice
of such agreement. In the event such agreement is with a company with stock
traded on a national exchange or Nasdaq, such notification shall be promptly
following any public disclosure of such agreement. In addition, at Cadence's
option, the Term of this Agreement shall be extended for an additional two
years.


         12.5 Severability, Waiver or Amendment. If any Agreement provision is
determined by a court of competent jurisdiction to be contrary to law, the
remaining provisions of this Agreement will continue in effect. No waiver,
amendment or modification of any provision hereof shall be effective unless in
writing and signed by the party against whom such waiver, amendment or
modification is sought to be enforced. No failure or delay by either party in
exercising any right, power or remedy hereunder shall operate as a waiver of any
such right, power or remedy.

         12.6 Rights and Remedies Cumulative. Except as expressly provided
herein, the rights and remedies provided in this Agreement shall be cumulative
and not exclusive of any other rights or remedies provided at law, in equity or
otherwise.

         12.7 Government Provisions. When the Licensed Works are to be furnished
to the United States Government, or, to an End User for use on a subcontract
under a United States Government prime contract (collectively a "Government
Contract"), Vendor agrees to comply with provisions that

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are contained in the Government Contract, insofar as Cadence is required by law,
regulation or the terms of the Government Contract to flow down or otherwise
make such provisions applicable to Vendor as a supplier/subcontractor of
Cadence.

         12.8 Excusable Delays; Force Majeure. Neither party shall be
responsible for any delay in or failure to deliver or perform any obligations
which is due to circumstances beyond that party's reasonable control. In the
event of any such failure or delay, the time of performance shall be extended
for a period equal to the time lost by reason of the delay.

         12.9 Governing Law. This Agreement is made under, governed by, and
shall be construed in accordance with the laws of the state of California,
excluding its choice of laws rule, as applied to contracts between California
corporations entered into and to be performed entirely in California. The
prevailing party in any judicial action brought to enforce or interpret this
Agreement or for relief for its breach shall be entitled to recover its costs
and its reasonable attorneys' fees incurred to prosecute or defend such action.

         12.10 Entire Agreement. The provisions of this Agreement and the
Exhibits hereto, which are incorporated herein by this reference, except for
Exhibit D which is a separate agreement, constitute the entire agreement between
the parties in connection with the subject matter hereof and supersede all prior
and contemporaneous agreements, understanding, negotiations and discussions,
whether oral or written, between the parties hereto with respect to the subject
matter hereof.

         12.11 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which will be considered an original, but all
of which together will constitute one and the same instrument.

         12.12 Export. Vendor will notify Cadence from time to time of all
export classifications for the Licensed Works (including ECCNs) and all unusual
export requirements of which they are aware.


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         IN WITNESS WHEREOF the parties have entered into this Agreement
effective as of the year and date first set forth above.

CADENCE DESIGN SYSTEMS, INC.                 VENDOR:


    /s/ R.L. Smith McKeithen                     /s/ Mark A. Miller
By: ___________________________________      By: _______________________________

Name: _________________________________      Name: _____________________________

Title: ________________________________      Title: ____________________________

Date: _________________________________      Date: _____________________________


CADENCE DESIGN SYSTEMS (IRELAND) LIMITED

    /s/ R.L. Smith McKeithen
By: ___________________________________

Name: __________________________________

Title: _________________________________

Date: __________________________________


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                                    EXHIBIT A

                        PRODUCTS AND DESIGNATED EQUIPMENT



REF:     Software OEM Agreement
Dated:
================================================================================

1.       DESCRIPTION OF PRODUCTS AND DOCUMENTATION.

Product Name                 Description

Embedded DesignSync(R) Limited Special limited functionality version of
Synchronicity's Design Management technology to be Function Data Manager
embedded in Cadence tools and corresponding documentation.



2.       DESIGNATED EQUIPMENT.

         The Products shall operate on the following equipment product families
and operating system version level on which the programs that Cadence offers on
such equipment operate: Sun Solaris 2.5 and above, HPUX 10.2 and above, and
Windows NT 4.0 and above. IBM AIX 4.3 and above will be supported within 120
days of a customer request if required due to Cadence customer requirements, but
in no event earlier than 120 days following the availability of the Licensed
Work. Additional equipment product families may be added in the future upon
mutual agreement.

3.       DROP SHIPMENT.

[ ] If the box is checked the parties agree that Vendor will drop ship the
Products to End Users (or Marketing Agents, as applicable) worldwide, as
designated by Cadence from time to time, and at no charge to Cadence.

4. CADENCE IS AUTHORIZED TO MARKET AND DISTRIBUTE THE FOLLOWING VENDOR SOFTWARE:

         A limited functionality data management client capable of check-in,
         check-out, and versioning of Cadence library structure data. Said data
         management software shall be embedded with and interfaced to Cadence
         library structure based applications such that data management
         functions may be performed from menus appearing within the Cadence
         library structure applications.

         A well defined upgrade path to the rest of Synchronicity's data
         management products will be defined and offered to Cadence library
         structure users commensurate with release of the availability of the
         limited functionality embedded data management client for Cadence
         library structure users for a fee to be paid to Synchronicity directly
         upon exercise of the upgrade.

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* Confidential Information has been omitted pursuant to Rule 406 under the
  Securities Act of 1933 and has been filed separately with the Securities and
  Exchange Commission. The locations of the omitted materials have been
  indicated with asterisks.

5. THE DISTRIBUTOR PACKAGE SHALL INCLUDE THE FOLLOWING SOFTWARE:

         5.1.     CONSTRAINTS:

         -        Must have a solution for a limited number of customers right
                  now (Q1 99). Must support 4.3=>4.4 migration imperative. Must
                  have a solution now to move existing customers who have DM
                  objections to 4.4.

         -        Feature set must be very limited (super simple setup, ci/co
                  only, no server, no multisite, no security, no....)

         -        Software must offer acceptable performance from the view of an
                  experienced 4.3 user

         -        Synchronicity to control distribution (See below).

         5.2.     TIMING:

         -        Phase 0: Now until DAC 99/Q3 99

         -        Phase 1: DAC 99 until availability of second generation
                  solution based on GDM++ (Q3 99)

         -        Phase 2: Beginning with introduction of GDM ++

6.       DELIVERY:

         6.1.     PHASE 0:

         Following execution of this agreement, Cadence delivers the * software
         to Synchronicity. Synchronicity takes over development responsibility.
         Notwithstanding the development of the Licensed Work, Cadence shall
         retain all right, title and interest in and to the * software (along
         with any other software, data, materials or other information) provided
         to Synchroncity.

         Support, documentation, QA, Test, and release management assumed in
         staged manner culminating with "release" of low-end * client announced
         at DAC 99 and shipped in Q3. Between now and Q3, Cadence brings all
         customers needing * to Synchronicity for qualification. Synchronicity
         assesses their needs and propose * as solution highlighting the
         limitations and missing functionality in *, while offering aggressive
         pricing.

         If they pass this * qualification and Synchronicity is * using this
         limited solution, then we give them * in its current form with
         disclaimers that there will be no support (other than P0 or Stopper),
         documentation, training, QA, etc. until it is released later in the
         year (Q3). Most importantly, there will be no guaranteed migration path
         to multi-site, configuration management, bug tracking, security, access
         rights, or any other high end features until Synchronicity releases the
         product.

         6.2.     PHASE 1:

         Low End Client (whether based upon * or Synchronicity technology) is
         announced at DAC and released in Q399. Migration path is defined and
         tested to *. Support via Cadence for Level 1 and Synchronicity for
         Level 2. We work through a single point of contact at Cadence for
         customer issues unless absolutely necessary. Documentation to Cadence
         for formatting and reproduction. Distribution through Cadence CD-ROM or
         our FTP site.

         Synchronicity will need to maintain two FISERV engines, one for *,
         one for *. Existing GDM interface is used by both.

         6.3.     PHASE 2:

         Same external strategy. Internally, we collapse the two FISERV engines
         into one with the reengineered GDM++ interface reliant upon .dll
         approach advocated by Steve Banks and Mitch. Everything runs better,
         faster, and is easier to support.

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         Cadence agrees to allow direct communications to be sent to the Cadence
         library structure application installed base on an ongoing basis
         describing the features and limitations of embedded low end dm solution
         as well as upgrade and new product notification. Ongoing promotional
         campaign to maintain visibility and entice users to CM, multisite,
         security, access rights, integrated bug tracking, signoff, and
         distribution via the web.

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* Confidential Information has been omitted pursuant to Rule 406 under the
  Securities Act of 1933 and has been filed separately with the Securities and
  Exchange Commission. The locations of the omitted materials have been
  indicated with asterisks.

                                    EXHIBIT B

                        MAINTENANCE AND SUPPORT SERVICES

REF:     Software OEM Agreement
Dated:
================================================================================

1.0      MAINTENANCE.

         1.1      FOR CADENCE.

                  1.1.1 Error Correction. Vendor will use reasonable commercial
efforts to provide a Maintenance Modification to correct any Errors in the
Licensed Works reported by Cadence. Such response shall include as appropriate:
(i) reviewing the Error with Cadence; and (ii) gathering additional information
about the Error; and (iii) analyzing the Error to determine its cause; and (iv)
providing an Error solution if already known; and (v) where required providing a
Maintenance Modification. Maintenance Modifications will be delivered promptly
to Cadence at no additional cost. Vendor shall provide Cadence with an estimate
of how long it will take to correct the Error(s) reported by Cadence and shall
keep Cadence informed of the progress of the problem resolution.

                  1.1.2 Error Classification & Response: Cadence will notify
Vendor, as set forth in Section 1.1.3 hereof, when Errors are discovered.
Cadence and Vendor will classify Errors by severity as: "Fatal ", preventing a
Product from performing any useful work; or "Severe Impact ", disables major
function(s); or "Degraded Operations ", Errors disabling non-essential
functions; or "Minor ", all other Errors. Vendor's shall use reasonable
commercial efforts to respond to Error's in the three levels defined as follows:
(i) Level 1, Cadence's receipt of Vendor's written, electronic (email) or oral
confirmation acknowledging Vendor's receipt of the Error report; and (ii) Level
2, Cadence's receipt of Vendor's patch, workaround or temporary fix including
Documentation changes; and (iii) Level 3, Cadence's receipt of Vendor's official
fix or update, including applicable Documentation changes. The
response/correction timetable shall be as follows, wherein a day shall be
considered to be a workday:

                          Response/Correction Timetable

<TABLE>
<CAPTION>
Severity                         Level 1                       Level 2                       Level 3
--------                         -------                       -------                       -------
<S>                              <C>                           <C>                           <C>
Fatal                            *                             Continued effort until        *
                                                               corrected
Severe Impact                    *                             *                             20 business days
Degraded Operations              *                             15 business days              60 business days
Minor                            5 business days               To be determined on           To be determined on a case-
                                                               a case-by basis               by-case basis
</TABLE>

                  1.1.3 Customer Support: To initiate support and error
correction for the Licensed Work, Cadence must first notify Vendor via Vendor's
internet support site (www.syncinc.com/support, the Internet Support Site).
Cadence may access Internet Support Site 7 days a week, 24 hours a day, with the
exception of scheduled maintenance periods and service disruptions outside of
Vendor's


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control. The Internet Support Site, utilizing Vendor's Online Support (SOS)
system, will allow Cadence to submit problem reports for staff review and/or
search for problem solutions in Vendor's on-line support data base. Vendor's
customer support staff will be available to address problem reports submitted
via the Internet Support Site, Monday through Friday, 10am to 6pm Eastern
Standard Time, excluding vendor holidays.

                  1.1.4 Vendor shall provide to Cadence sufficient advance
notice of any planned Maintenance Modification or Enhancements to the
Products(s) as soon as such plans are made by Vendor so as to enable Cadence to
timely adapt its interface programs to the revised Product(s).


         1.2      FOR END USERS:

                  1.2.1 From the Effective Date until Synchronicity delivers and
Cadence accepts the Licensed Work, or such other date as mutually agreed upon by
the parties in writing, Vendor shall be responsible for providing P0 bug fixes
directly to End Users of the End User Software Maintenance Agreement attached
hereto as Exhibit B-1 (Cadence's standard end user software maintenance
agreement). During such time period referenced in the preceding sentence, Vendor
shall fulfill and satisfy all of the maintenance and support obligations of
Cadence as described in the Software Maintenance Agreement attached hereto as
Exhibit B-1.

                  1.2.2 Upon the delivery and acceptance of the Licensed Work,
or such other date as mutually agreed upon by the parties in writing, Cadence
shall be responsible for providing "first line" maintenance and support services
directly to End Users in accordance with the terms and conditions of the End
User Software Maintenance Agreement attached hereto as Exhibit B1. During this
time, Vendor shall continue to provide "second line" maintenance and support
services to Cadence, consistent with the terms and conditions of Section 1.1 of
this Exhibit B, and such other maintenance and support services as Cadence may
reasonably require in order to fulfill and satisfy its maintenance and support
obligations to End Users.

2.0      TRAINING.

         2.1 Cadence Internal. During the Term of this Agreement, Vendor shall
provide training to Cadence and its Marketing Agents' engineering, operations,
customer service and application engineering personnel. Such training shall
cover, without limitation, the following topics in detail: (i) installation and
configuration procedures, (ii) operating, usage and performance characteristics
of the Product, (iii) Error diagnosis and isolation. Such training shall be
without charge to Cadence, shall consist of at least one eight (8) hour courses
per month, and shall be conducted at Cadence's facilities with such schedule as
is mutually agreeable, except however Cadence shall reimburse Vendor for its out
of pocket costs for the instructor's travel, lodging and meal expenses for
training held at Cadence's facilities. Additionally, if any of the foregoing
topics are covered in regularly scheduled classes held at Vendor's facilities,
then Cadence or its Marketing Agents' personnel who are engaged in the
marketing, sales, integration or support of the Products may attend any such
course(s) at no charge, provided however Cadence shall be responsible for the
travel and living expenses of its course attendees.

         2.2 End User training. Vendor shall make available training to End
Users in the Licensed Work. Such training shall be available by the End User(s)'
attendance at standard classes which Vendor offers. All training to End Users
shall be at Vendors established, published and advertised

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prices.

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* Confidential Information has been omitted pursuant to Rule 406 under the
  Securities Act of 1933 and has been filed separately with the Securities and
  Exchange Commission. The locations of the omitted materials have been
  indicated with asterisks.

                                    EXHIBIT C

                                FEES AND PAYMENT

REF:     Software OEM Agreement
Dated:
===============================================================================

LICENSED WORK - ___________________

1.       FEES.

         For each year during the Term of this Agreement (and thereafter as
applicable), Cadence shall pay Vendor the following amounts in Fees:

<TABLE>
<CAPTION>
PAYMENTS                             COMMITMENT
<S>                                  <C>
Year 1                               *; *  to be invoiced on Effective Date,
                                     * to be invoiced following the Acceptance
                                     Date of the Licensed Work on the Designated
                                     Equipment which is specified on Exhibit A
                                     (excepting IBM AIX) and availability of
                                     support as described in Exhibit A, Phase 1.

Year 2                               * (to be invoiced *)

Year 3                               * (to be invoiced *)
</TABLE>

Fees shall be due immediately upon receipt of invoice.



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                                    EXHIBIT D

                           SOFTWARE DEPOSIT AGREEMENT


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CADENCE CONFIDENTIAL
SOFTWARE OEM LICENSE AGREEMENT


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                                    EXHIBIT E

                    LICENSES FOR USE IN PROFESSIONAL SERVICES

REF:     Software OEM Agreement
Dated:
================================================================================


1. DEFINITIONS: Unless defined in this Exhibit, capitalized terms shall have the
meanings provided therefor in the Software OEM License Agreement to which this
Exhibit is attached (the "OEM Agreement").

(a) "IP RIGHTS" means semiconductor topography rights, rights in maskworks
conferred by the U.S. Semiconductor Chip Protection Act of 1994 or any
modification or re-enactment thereof, patents, copyrights, trademarks (including
service marks), trade secrets, and design rights whether registered or
unregistered and including any application for registration of any of the
foregoing, and all rights or forms of protection of a similar nature or having
equivalent or similar effect to any of these, which may subsist anywhere in the
world.

         (b) "WORLD WIDE SERVICES" means the World Wide Services groups within
Cadence and its Subsidiaries worldwide, which are engaged in the performance of
electronic design and consulting services for customers.

2. INTERNAL EVALUATION LICENSE: Vendor hereby grants to World Wide Services a
non-exclusive, non-transferable, royalty free, right and license to use copies
of the Licensed Works internally worldwide, and only to the limited extent
necessary for World Wide Services' internal review, evaluation, testing,
verification, and training.

3. LICENSE TO CUSTOMERS: The parties intend that in connection with World Wide
Services providing electronic design and/or consulting services to a customer
involving the Licensed Work, Cadence is not required to license the Licensed
Work directly to the End User customer pursuant to the distribution rights
granted to Cadence in the OEM Agreement before World Wide Services may use the
license rights reflected below in its professional services for such customer
involving the Licensed Work. The licenses below apply if Cadence's professional
services customer has purchased a license to the Licensed Work or in connection
with Cadence's right to use the Licensed Work pursuant to the license grants
under this Agreement.

4. ACCESS LICENSE: If an End User licensee of the Licensed Work is also a World
Wide Services professional services customer, Vendor hereby grants to World Wide
Services a non-exclusive, non-transferable, worldwide, royalty-free, limited
license to use and practice the Licensed Work licensed to such customer
licensee, and all IP Rights therein, in the performance by World Wide Services
of professional services for such licensee at such customer's facilities and as
a permitted user under such customer's software license agreement for the
Licensed Work. Vendor agrees that such customer licensee may make the Licensed
Work licensed to customer available to World Wide Services for use in connection
with World Wide Services' performing professional services for such customer
licensee involving the Licensed Work.

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SOFTWARE OEM LICENSE AGREEMENT


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5. TEMPORARY LICENSES FOR SPECIFIC SERVICES ENGAGEMENTS: If a customer of World
Wide Services is also a End User licensee of a Licensed Work, then World Wide
Services may use copies of the same Licensed Work licensed to such customer
licensee in Cadence's or its Subsidiary's own facilities in the performance of a
specific professional services engagement for such customer involving such
Licensed Work. With respect to such Licensed Work licensed to such customer,
Vendor hereby grants to the World Wide Services a non-transferable,
non-exclusive, royalty free, limited license, for the time period set forth
below, to use and practice the Licensed Work licensed to such customer and all
IP Rights therein, in the same form licensed to such customer, at the Cadence or
its Subsidiary's site(s), solely for the purpose of performing the specific
professional services engagement for such customer. Such license shall be
granted for a time period equal to the duration of the specific professional
services engagement for such customer.

6. QUALITY: With respect to the licenses granted to World Wide Services under
Section 2, 4 and 5 of this Exhibit, in the event the Licensed Work does not work
or does not perform in accordance with its specifications, regardless of whether
such non-performance or defective performance occurs when customer or World Wide
Services use the Licensed Work, Vendor shall promptly perform its obligations
under Section 5 of the OEM Agreement (and Exhibit B) to make the Licensed Work
perform and conform to specifications.

7        OTHER LICENSE TERMS:

The following additional license terms shall apply to the licenses granted in
Sections 2, 4 and 5 of this Exhibit:

         (a) Vendor agrees that World Wide Services may use contractors to
perform the evaluation and/or the professional services involving a Licensed
Work for a licensee customer. Cadence agrees that the World Wide Services will
not use any Licensed Work in its professional services for a customer except as
expressly authorized in this Exhibit, and that World Wide Services will only
grant access to the Licensed Works licensed under this Exhibit to those of its
employees and/or contractors (1) performing the permitted evaluation (Section 2)
or (2) performing the specific professional services engagement for such
licensee customer (Sections 4 and 5). Cadence and its Subsidiaries shall impose
confidentiality obligations and use restrictions on their contractors so using
the Licensed Work as permitted hereunder.

         (b) With respect to a Licensed Work licensed to World Wide Services
under Section 2 hereof, World Wide Services shall be entitled to receive, at no
charge, all Maintenance Modifications and Enhancements to such Licensed Work
that are released by Vendor during the applicable evaluation period(s). With
respect to a Licensed Work licensed to World Wide Services under Section 5,
World Wide Services shall be entitled to receive from Vendor, at no charge, all
Maintenance Modifications and Enhancements to such Licensed Work that are
released by Vendor during the period World Wide Services performs the specific
professional services engagement for such licensee customer, but only to the
same extent such licensee customer would be entitled to receive such Maintenance
Modifications or Enhancements.

         (c) The provisions of this Exhibit E shall survive termination of the
OEM Agreement for whatever reason, until completion of all relevant professional
services engagements.

CADENCE CONFIDENTIAL
SOFTWARE OEM LICENSE AGREEMENT


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                                    EXHIBIT F

                            TRADEMARK SPECIFICATIONS

REF:     Software OEM Agreement
Dated:
================================================================================
1.       TRADEMARK SPECIFICATIONS.

The following are the trademark specifications for the Trademarks:
______________________ of Vendor.

                                  DesignSync(R)

                                 ProjectSync(R)

                              [SYNCHRONICITY LOGO]

                                   IP Gear(TM)

                               DesignSync(R) DFII


        [CONTENT TO BE PROVIDED BY VENDOR IN DIFFERENT SIZES AND SCALED]





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575VDG7769/9.944486

CADENCE CONFIDENTIAL
SOFTWARE OEM LICENSE AGREEMENT


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