<PAGE>   1
                                                                    EXHIBIT 10.1

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                   TALITY, LP,
                         A DELAWARE LIMITED PARTNERSHIP



                          Dated as of ______ ___, 2000

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                                TABLE OF CONTENTS

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                                                                                Page
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ARTICLE I  CERTAIN DEFINITIONS................................................... 1

                 1.1.   Definitions.............................................  1
                 1.2.   Accounting Terms and Determinations.....................  7
                 1.3.   Directly or Indirectly; Without Limitation..............  7
                 1.4.   References..............................................  7

ARTICLE II  ORGANIZATION........................................................  7

                 2.1.   Organization............................................  7
                 2.2.   Name....................................................  7
                 2.3.   Registered Office; Registered Agent; Principal Office
                        in the United States; Other Offices.....................  7
                 2.4    Term....................................................  8

ARTICLE III  PURPOSE AND POWERS.................................................  8

                 3.1.   Purpose.................................................  8
                 3.2.   Powers..................................................  8
                 3.3.   Other Authority.........................................  8

ARTICLE IV  CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP UNITS............  8

                 4.1.   Capital Contributions...................................  8
                 4.2.   Additional Capital Contributions........................ 10
                 4.3.   Return of Contributions................................. 10
                 4.4.   Advances by Partners.................................... 10
                 4.5.   No Preemptive Rights.................................... 10
                 4.6.   Other Contribution Provisions........................... 10
                 4.7.   Additional Contributions by Tality; Relationship of
                        Tality Common Shares to Partnership Units............... 11
                 4.8.   Incentive Plans......................................... 12
                 4.9.   Additional Contributions by Holdings.................... 13
                 4.10.  Splits and Reclassifications............................ 14

ARTICLE V  CAPITAL ACCOUNTS, ALLOCATIONS AND DISTRIBUTIONS...................... 14

                 5.1.   Capital Accounts........................................ 14
                 5.2.   Allocation of Net Profit or Net Loss.................... 15
                 5.3.   Additional Allocations.................................. 16
                 5.4.   Allocations for Tax Purposes............................ 16
                 5.5.   Distributions........................................... 17
                 5.6.   Tax Distributions....................................... 17
                 5.7.   Withholding............................................. 18
</TABLE>

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<TABLE>
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ARTICLE VI  MANAGEMENT.......................................................... 19

                 6.1.   Management by General Partner........................... 19
                 6.2.   Management Policies..................................... 19
                 6.3.   No Compensation of General Partner...................... 19
                 6.4.   Officers................................................ 20
                 6.5.   Business Opportunities.................................. 20
                 6.6.   Related Transactions/Intercompany Agreements............ 20
                 6.7.   Certificate of Limited Partnership...................... 21
                 6.8.   Title to Partnership Assets............................. 21
                 6.9.   Reimbursement of General Partner Expenses............... 22
                 6.10.  Liability of the General Partner........................ 22
                 6.11.  Other Matters Concerning the General Partner............ 22
                 6.12.  Rights of Limited Partners.............................. 23

ARTICLE VII  TRANSFERS AND EXCHANGES OF PARTNERSHIP INTERESTS................... 23

                 7.1.   Transfer Restrictions................................... 23
                 7.2.   Permitted Transfers..................................... 23
                 7.3.   Exchange of Partnership Units........................... 24

ARTICLE VIII  LIMITED LIABILITY; INDEMNIFICATION................................ 25

                 8.1.   Limited Liability....................................... 25
                 8.2.   Indemnification......................................... 25
                 8.3.   Contribution............................................ 26
                 8.4.   Tax/ERISA Indemnity..................................... 26

ARTICLE IX  TAXES............................................................... 27

                 9.1.   Tax Matters Partner; Tax Returns........................ 27
                 9.2.   Partnership Status...................................... 27
                 9.3.   Fiscal Year............................................. 27

ARTICLE X  BOOKS, RECORDS AND BANK ACCOUNTS..................................... 28

                 10.1.  Maintenance of Books.................................... 28
                 10.2.  Accounting Principles................................... 28
                 10.3.  Bank Accounts........................................... 28
                 10.4.  Tax Information......................................... 28
                 10.5.  Public Filings.......................................... 28

ARTICLE XI  ADMISSION OF PARTNERS; WITHDRAWAL; CLASSES OF PARTNERSHIP INTERESTS. 28

                 11.1   Substitution of Partners................................ 28
                 11.2   Admission of Additional Partners........................ 29
                 11.3.  Withdrawal.............................................. 29
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<TABLE>
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ARTICLE XII  DISSOLUTION, LIQUIDATION AND TERMINATION........................... 30

                 12.1.  Dissolution............................................. 30
                 12.2.  Liquidation and Termination............................. 30
                 12.3.  Distribution in Kind.................................... 31
                 12.4.  Deficit Capital Accounts................................ 31
                 12.5.  Cancellation of Filings................................. 32

ARTICLE XIII  GENERAL PROVISIONS................................................ 32

                 13.1.  Representations and Warranties of Partners.............. 32
                 13.2.  Offset.................................................. 33
                 13.3.  Notices................................................. 33
                 13.4.  Entire Agreement; Waivers and Modifications............. 33
                 13.5.  No Third-Party Beneficiaries............................ 33
                 13.6.  Governing Law........................................... 34
                 13.7.  Further Assurances...................................... 34
                 13.8.  Waiver of Certain Rights................................ 34
                 13.9.  Severability............................................ 34
                 13.10. Successors and Assigns.................................. 34
                 13.11. Specific Performance.................................... 34
                 13.12. Interpretation of Agreement............................. 34
                 13.13. Multiple Counterparts................................... 35
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                                      iii

<PAGE>   5

                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                                   TALITY, LP

        THIS AGREEMENT OF LIMITED PARTNERSHIP OF TALITY, LP (this "Agreement")
is made and entered into as of ______ ___, 2000 by and between Tality
Corporation, a Delaware corporation, as general partner and as a limited partner
("Tality"), and Cadence Holdings, Inc., a Delaware corporation, as a limited
partner ("Holdings").

        WHEREAS, Tality and Holdings desire to form a limited partnership under
the Act (as defined below) with Tality as the initial general partner and
Holdings as the initial limited partner;

        WHEREAS, Tality and Holdings intend that this Agreement shall be the
initial limited partnership agreement of such partnership, which was formed by
the filing of a Certificate of Limited Partnership with the Secretary of State
in accordance with the Act;

        WHEREAS, as soon as practicable after the date hereof, Holdings, and
Cadence Design Systems, Inc., a Delaware corporation and holder of all the
outstanding capital stock of Holdings ("Cadence"), on behalf of Holdings, and
Tality intend to contribute certain assets to such partnership relating to the
foreign aspects of the Business (as defined below) in exchange for Partnership
Interests (as defined below) pursuant to Section 4.1(a); and

        WHEREAS, Cadence, Holdings and Tality have entered into certain, and
intend to enter into certain other, Separation Agreements (as defined below),
whereby, at the time of the Separation (as defined below), certain assets will
be contributed to the Partnership in a manner consistent with the Separation
Agreements and Section 4.1(b);

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
the sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

        1.1. DEFINITIONS. As used herein, the following terms shall have the
respective meanings set forth below:

        "Acquired Entity" has the meaning set forth in Section 4.7(a)(i).

        "Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del.
C. Section 17-101, et seq., as amended from time to time, and any successor
statute.


                                       1
<PAGE>   6

        "Adjusted Capital Account" of a Partner means such Partner's Capital
Account increased by such Partner's share of partnership nonrecourse debt
minimum gain and partnership minimum gain as defined in Treas. Reg. Section
1.704-2.

        "Affiliate" means, with respect to a specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the Person specified.

        "Available Cash" means, at any specified time, (x) the sum of all cash
receipts of the Partnership prior to such time from any and all sources, less
(y) all cash disbursements (including all distributions made to Partners, cash
payments made by the Partnership for purposes of operating expenses, loan
repayments, capital improvements and replacements) prior to such time and the
amount of Reserves at such time.

        "Business" means the business of providing electronic design engineering
services, and intellectual property in connection therewith, to electronic
equipment manufacturers.

        "Business Day" means any day other than a Saturday or Sunday or a
holiday on which national banking associations in California are required or
permitted by law to be closed.

        "Cadence" has the meaning ascribed thereto in the recitals hereto.

        "Capital Account" means the capital account maintained for a Partner
pursuant to Section 5.1, including all additions and subtractions thereto
pursuant to this Agreement.

        "Capital Contribution" means, with respect to any Partner, any money and
property (net of any liability that the Partnership is considered to assume or
take subject to under Section 752 of the Code) contributed by such Partner to
the Partnership.

        "Carrying Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:

               (i) the Carrying Value of any asset contributed or deemed
        contributed by a Partner to the Partnership shall be the gross fair
        market value of such asset at the time of contribution as reasonably
        determined by agreement of the contributing Partner and the General
        Partner;

               (ii) the Carrying Value of any asset distributed or deemed
        distributed by the Partnership to any Partner shall be adjusted
        immediately prior to such distribution to equal its gross fair market
        value at such time as reasonably determined by the General Partner;

               (iii) the Carrying Value of all Partnership assets shall be
        adjusted to equal their respective gross fair market values, as
        reasonably determined by the General Partner, as of:


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<PAGE>   7

                      (1)    the date of the acquisition of an additional
                             interest in the Partnership by any new or existing
                             Partner in exchange for more than a de minimis
                             contribution to the capital of the Partnership; or

                      (2)    the distribution by the Partnership to a retiring
                             or continuing Partner of more than a de minimis
                             amount of money or other Partnership property in
                             reduction of such Partner's interest in the
                             Partnership; or

                      (3)    the liquidation of the Partnership within the
                             meaning of Treas. Reg. Section
                             1.704-1(b)(2)(ii)(g);

        provided, however, that an adjustment described in clauses (1) and (2)
        above shall be made only if the General Partner reasonably determines
        that such adjustment is necessary to reflect the relative economic
        interests of the Partners in the Partnership; and, provided further,
        that the General Partner may use such thresholds and other conventions
        as it deems appropriate and consistent with the intent of the Treasury
        regulations under Code Section 704(b) in aggregating contributions
        described in clause (1) and distributions in clause (2) for purposes of
        determining when and the extent to which Carrying Values will be
        adjusted under this paragraph (iii);

               (iv) any adjustments to the adjusted basis of any asset of the
        Partnership pursuant to Section 734 or 743 of the Code shall be taken
        into account in determining such asset's Carrying Value in a manner
        consistent with Treas. Reg. Section 1.704-1(b)(2)(iv)(m); and

               (v) if the Carrying Value of an asset has been determined
        pursuant to clauses (i) through (iv) above, such Carrying Value shall
        thereafter be adjusted in the same manner as would the asset's adjusted
        tax basis for federal income tax purposes, except that depreciation,
        cost recovery and amortization deductions shall be computed as provided
        in Treas. Reg. Section 1.704-1(b)(2)(iv)(g), and if the asset has a zero
        adjusted basis for federal income tax purposes, depreciation, cost
        recovery or amortization deductions shall be determined using any
        reasonable method selected by the General Partner.

        "Certificate" means the Certificate of Limited Partnership relating to
the Partnership filed in the office of the Secretary of State, as amended or
restated or otherwise modified from time to time in accordance with the Act.

        "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

        "Control," "controls" or "controlling" means the possession, directly or
indirectly, through one or more intermediaries, of the power or authority,
through ownership of voting securities, as manager, general partner, trustee or
executor, by contract or otherwise, to direct the management, activities or
policies of a Person.

        "Covered Person" has the meaning set forth in Section 6.10.



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        "DGCL" means the Delaware General Corporation Law, as amended and in
effect from time to time.

        "Disinterested Directors" means the directors of Tality who are not
officers, directors or employees of any of the Holdings Partners.

        "Equity Award" means any compensatory stock option, stock appreciation
right, stock award, restricted stock award or other or similar right to receive
Tality Class A Shares.

        "Fiscal Year" has the meaning set forth in Section 9.3.

        "GAAP" means generally accepted accounting principles consistently
applied.

        "General Partner" means Tality and any other Person admitted to the
Partnership as a general partner of the Partnership pursuant to this Agreement
until such Person's status as a General Partner is terminated in accordance with
this Agreement.

        "General Partner Interest" means a Partnership Interest of a General
Partner that is held in its capacity as a General Partner.

        "Holdings" has the meaning ascribed thereto in the preamble hereto.

        "Holdings Partners" means Holdings, Cadence, and any Subsidiary of
Holdings or Cadence other than any of the Tality Partners.

        "Incentive Plan" means any incentive compensation plan adopted by Tality
or by the Partnership and approved by the General Partner.

        "Initial Contribution" has the meaning set forth in Section 4.1(a).

        "Initial Contribution Agreement" has the meaning set forth in Section
4.1(a).

        "IPO" means an initial public offering of Tality Common Shares.

        "Limited Partner" means Tality in its capacity as a limited partner of
the Partnership, Holdings, and any other Person admitted to the Partnership as a
limited partner pursuant to this Agreement, in each case until such Person's
status as a limited partner is terminated in accordance with this Agreement; any
reference herein to a "Limited Partner" shall refer to any one of the Limited
Partners.

        "Limited Partner Interest" means a Partnership Interest of a Limited
Partner that is held in its capacity as a Limited Partner.

        "Liquidator" means or one or more Persons appointed by the General
Partner to wind up the affairs of the Partnership and make final distributions
to Partners upon the dissolution of the Partnership as provided in Section 12.2.


                                       4
<PAGE>   9

        "Master Separation Agreement" means the Master Separation Agreement
dated as of July 14, 2000 by and among Cadence, Holdings and Tality, as may be
amended from time to time.

        "Net Profit" and "Net Loss" mean, respectively, for any period, the
taxable income and taxable loss of the Partnership for the period as determined
for federal income tax purposes, provided that for purpose of determining Net
Profit and Net Loss and each item thereof (and not for income tax purposes) (i)
there shall be taken into account any tax-exempt income of the Partnership; (ii)
any expenditures of the Partnership that are described in Section 705(a)(2)(B)
of the Code or that are deemed to be described in Section 705(a)(2)(B) of the
Code pursuant to Treasury Regulations under Section 704(b) of the Code shall be
treated as deductible expenses; (iii) if any Partnership asset has a Carrying
Value that differs from its adjusted tax basis as determined for federal income
tax purposes, income, gain, loss and deduction (including but not limited to
depreciation) with respect to such asset shall be computed based upon the
asset's Carrying Value rather than its adjusted tax basis; (iv) items of gross
income or deduction allocated pursuant to Section 5.3 shall be excluded from the
computation of Net Profit and Net Loss; (v) there shall be taken into account
any separately stated items under Section 702(a) of the Code; and (vi) if the
Carrying Value of any Partnership asset is adjusted pursuant to the definition
thereof, the amount of such adjustment shall be taken into account in the Fiscal
Year or other period of adjustment as gain or loss from the disposition of such
asset for purposes of computing Net Profit and Net Loss.

        "Notices" has the meaning set forth in Section 13.3.

        "Partners" means the General Partner and the Limited Partners; any
reference herein to a "Partner" shall refer to any one of the Partners. As the
context may require, in connection with the allocation of any item of income,
gain, loss, deduction, profit or distribution, but not otherwise, the term
"Partner" shall include a transferee of a Partnership Interest in accordance
with Article VII who is not admitted as a Partner but who is treated as a
partner of the Partnership for federal income tax purposes.

        "Partnership" means Tality, LP, the Delaware limited partnership formed
pursuant to the filing of the Certificate.

        "Partnership Interest" means an interest of a Limited Partner or General
Partner in the Partnership and includes any and all benefits to which the holder
of such a Partnership Interest may be entitled as provided in this Agreement,
together with all obligations of such Person to comply with the terms and
provisions of this Agreement. A Partnership Interest may be expressed as a
number of Partnership Units.

        "Partnership Opportunity" has the meaning set forth in Section 6.5(b).

        "Partnership Unit" means the equal units into which the Partnership
Interests of all Partners issued pursuant to Article IV are divided and includes
any class or series of Partnership Units established after the date hereof. The
ownership of Partnership Units shall be evidenced by such form of certificate
for Partnership Units as the General Partner may adopt from time to time unless
the General Partner determines that the Partnership Units shall be
uncertificated



                                       5
<PAGE>   10

securities. The number of Partnership Units outstanding and the Percentage
Interests in the Partnership represented by such Partnership Units are set forth
on Exhibit A, as such Exhibit may be amended from time to time. References to
Partnership Units shall be deemed to exclude Preferred Interests, unless and to
the extent otherwise provided in Section 11.4.

        "Percentage Interest" means the quotient, expressed as a percentage,
determined from time to time, by dividing the number of Partnership Units held
by such Partner at that time by the aggregate number of Partnership Units then
outstanding.

        "Person" means any natural person, corporation, limited liability
company, partnership, limited partnership, joint venture, trust, estate,
association, governmental entity or other individual or entity.

        "Preferred Interests" has the meaning set forth in Section 11.4.

        "Proportionate Capital Account" of a Partner means such Partner's
Adjusted Capital Account at any specified time as a percentage of the Adjusted
Capital Accounts of all Partners as of such time.

        "Reserves" means funds of the Partnership set aside by the General
Partner for working capital and the payment of taxes, insurance, debt service,
repairs, replacements, renewals, or other costs or expenses incident to the
business of the Partnership.

        "Secretary of State" means the Secretary of State of the State of
Delaware.

        "Separation" has the meaning set forth in the Master Separation
Agreement.

        "Separation Agreements" means, collectively, the Master Separation
Agreement and all other agreements entered into by Cadence or one of its
Subsidiaries (other than Tality and its Subsidiaries), on the one hand, and
Tality or one of its Subsidiaries, on the other hand, as contemplated by the
Master Separation Agreement.

        "Subsidiary" means, with respect to any Person, any other Person in
which such first Person owns, directly or indirectly, more than 50% of the
capital stock (or other voting interests) the holders of which are generally
entitled to vote for the election of the board of directors or other governing
body of such Person or otherwise controls such Person (whether by contract or
otherwise). For purposes of clarification, the Partnership and all Subsidiaries
of the Partnership are Subsidiaries of Tality.

        "Tality" has the meaning ascribed thereto in the preamble hereto.

        "Tality Class A Shares" means the shares of Class A Common Stock of
Tality, par value $.001 per share.

        "Tality Class B Shares" means the shares of Class B Common Stock of
Tality, par value $.001 per share.


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<PAGE>   11

        "Tality Class C Shares" means the shares of Class C Common Stock of
Tality, par value $.001 per share.

        "Tality Common Shares" means the shares of any class of Common Stock of
Tality, par value $.001 per share.

        "Tality Partners" means Tality and any Subsidiary of Tality.

        "Tax-Free Spin-Off" shall mean a transaction or series of transactions
pursuant to which Tality Common Shares are distributed to holders of common
stock of Cadence in a manner intended to qualify as a tax-free distribution
under Section 355(a) of the Code.

        "Tax Matters Partner" has the meaning set forth in Section 9.1(a).

        1.2. ACCOUNTING TERMS AND DETERMINATIONS. All accounting terms used
herein and not otherwise defined shall have the meanings accorded to them in
accordance with GAAP, and, except as expressly provided herein, all accounting
determinations shall be made in accordance with GAAP, consistently applied.

        1.3. DIRECTLY OR INDIRECTLY; WITHOUT LIMITATION. Where any provision in
this Agreement refers to an action to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such Person, including actions
taken by or on behalf of any Affiliate of such Person. Throughout this
Agreement, the term "including" and words to the same or similar effect shall be
interpreted and construed to mean "including without limitation."

        1.4. REFERENCES. All references herein to one gender shall include the
other and the singular shall include the plural and vice versa as appropriate.
Unless otherwise expressly provided, all references to "Articles" and "Sections"
are to Articles and Sections, respectively, of this Agreement and all references
to "Exhibits" and "Schedules" are to the exhibits and schedules, respectively,
attached hereto, each of which is made a part hereof for all purposes.

                                   ARTICLE II

                                  ORGANIZATION

        2.1. ORGANIZATION. The General Partner has caused the Partnership to be
formed as a Delaware limited partnership by filing the Certificate in the office
of the Secretary of State pursuant to the Act.

        2.2. NAME. The name of the Partnership is "Tality, LP" and all
Partnership business shall be conducted under that name or such other name or
names as the General Partner may determine from time to time.

        2.3. REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE IN THE UNITED
STATES; OTHER OFFICES. The registered office of the Partnership in the State of
Delaware shall be the initial registered office designated in the Certificate or
such other office (which need not be a place of business of the Partnership) as
the General Partner may designate from time to time in the


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<PAGE>   12

manner provided by law. The registered agent of the Partnership in the State of
Delaware shall be the initial registered agent designated in the Certificate or
such other Person or Persons as the General Partner may designate from time to
time in the manner provided by law. The principal office of the Partnership in
the United States of America shall be in such place (which need not be within
the State of Delaware) as the General Partner may designate from time to time.
The Partnership shall have such other offices (which need not be within the
State of Delaware) as the General Partner may determine to be appropriate.

        2.4. TERM. The Partnership shall commence on the date the Certificate is
filed with the Secretary of State and shall continue in existence until December
31, 2099, unless earlier dissolved pursuant to Section 12.1 or as otherwise
provided by law.

                                   ARTICLE III

                               PURPOSE AND POWERS

        3.1. PURPOSE. The nature of the business or purpose of the Partnership
is to engage in any lawful act or activity for which limited partnerships may be
formed under the Act, including entering into any lawful transaction and
engaging in any lawful activities in furtherance of the foregoing purposes and
as may be necessary, incidental or convenient to carry out the business of the
Partnership as contemplated by this Agreement.

        3.2. POWERS. The Partnership is empowered to do any and all acts and
things necessary, appropriate, proper, advisable, incidental to or convenient
for the furtherance and accomplishment of the purposes and business described
herein and for the protection and benefit of the Partnership, including, without
limitation, full power and authority, directly or through its ownership interest
in other Persons, to enter into, perform and carry out contracts of any kind,
borrow money and issue evidences of indebtedness, whether or not secured by
mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and
develop real property, and lease, sell, transfer and dispose of real property.

        3.3. OTHER AUTHORITY. Notwithstanding anything to the contrary contained
in this Agreement, the Partnership shall have the authority to enter into,
deliver and perform the Separation Agreements, and any amendments to the
Separation Agreements and any such action taken prior to the date of this
Agreement is hereby ratified and confirmed in all respects.

                                   ARTICLE IV

            CAPITAL CONTRIBUTIONS AND ISSUANCES OF PARTNERSHIP UNITS

        4.1. CAPITAL CONTRIBUTIONS.

            (a) As soon as practicable after the date hereof, Tality and
Holdings shall contribute to the capital of the Partnership and the Partnership
shall assume (collectively, the "Initial Contribution") those assets, and
liabilities and other obligations, respectively, specified in the Initial
Capital Contribution Agreement to be entered into by and between the
Partnership, Tality, Holdings and Cadence (the "Initial Contribution
Agreement"). In addition, Holdings shall contribute or cause to be contributed
to the Partnership the Supplemental Contributions (as


                                       8
<PAGE>   13

defined in the Initial Contribution Agreement), to the extent and at such times
such amounts are required to be contributed pursuant to the Initial Contribution
Agreement. Tality and Holdings shall receive that number of Partnership Units,
and the Capital Accounts of Tality and Holdings shall be adjusted, upon the
Initial Contribution as specified in the Initial Contribution Agreement.

            (b) At the time of the Separation, Holdings shall contribute, and
Cadence shall contribute or cause to be contributed on behalf of Holdings, to
the capital of the Partnership their entire right, title and interest in and to
the assets, properties and rights of Cadence and its Subsidiaries identified in
the Separation Agreements as assets to be transferred to the Partnership, and
the Partnership shall assume such liabilities and other obligations as specified
in the Separation Agreements as liabilities and other obligations to be assumed
by the Partnership. Subject to Section 4.1(d), in exchange for its contribution
under this Section 4.1(b), Holdings shall receive the number of Partnership
Units constituting Limited Partner Interests set forth on Schedule 4.1(b), the
Capital Account of Holdings shall be increased as agreed upon by Holdings and
the General Partner, and upon such agreement Exhibit A shall be modified
accordingly.

            (c) If an IPO occurs, Tality shall, immediately after receiving the
net proceeds of the IPO (and immediately after receiving the net proceeds from
any exercise of the underwriters' overallotment option), contribute to the
capital of the Partnership an amount in cash equal to the net proceeds of the
IPO, in exchange for:

               (i) such additional number, if any, of Partnership Units
        constituting General Partner Interests (after taking into account
        Partnership Units constituting General Partner Interests issued pursuant
        to the Initial Contribution Agreement) as would cause Tality to have,
        immediately after the contribution pursuant to this Section 4.1(c), a
        one percent (1%) Percentage Interest; and

               (ii) such number of Partnership Units constituting Limited
        Partner Interests equal to the number of Tality Class A Shares issued in
        the IPO, less that number of Partnership Units, if any, issued pursuant
        to clause (i) above, and Exhibit A shall thereafter be modified to
        reflect such additional contribution and issuance of Partnership Units.

            (d) The number of Partnership Units to be issued to Holdings
pursuant to Section 4.1(b) is based on negotiations between representatives of
Holdings and Tality and reflects the intent that, if the IPO occurs in the
manner contemplated as of the date hereof by Holdings and Tality and the net
proceeds of the IPO are contributed to the Partnership as provided in Section
4.1(c), Tality will own an aggregate Percentage Interest equal to that set forth
on Schedule 4.1(d). If the IPO is undertaken with the understanding that Tality
will own a different Percentage Interest following the IPO, the number of
Partnership Units owned by Holdings shall be adjusted to equal that number of
Partnership Units necessary to give Holdings a Percentage Interest equal to one
(1) minus the Percentage Interest of Tality immediately after the IPO and
contribution, subject to any dilution that occurs from issuances of Partnership
Interests (other than as contemplated by Sections 4.1(a), (b) and (c)), if any,
between the date hereof and the IPO.


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<PAGE>   14

        4.2. ADDITIONAL CAPITAL CONTRIBUTIONS.

            (a) The terms of any contribution of cash (or promissory
obligations), property or services to the Partnership other than as provided in
this Agreement shall be determined by the General Partner at the time of such
contribution.

            (b) Except as may be required by law or as specifically provided
herein, no Partner shall have any obligation to make any further Capital
Contribution to the Partnership.

            (c) At all times while Tality is a General Partner and holds
Partnership Units, such Partnership Units shall constitute General Partner
Interests to the extent they represent at least one percent (1%) of the
outstanding Partnership Units, and any additional Partnership Units owned by
Tality shall be Limited Partner Interests.

            (d) Each of Tality and Holdings acknowledges and agrees that the
Initial Contribution Agreement and the Separation Agreements provide for assets
to be transferred to or by the Partnership in certain circumstances following
the effectiveness of such agreements (for example, in the case of adjustments
made to the purchase price for certain assets or payments made pursuant to
indemnity obligations). Each of Tality and Holdings agrees that such transfers
have been taken into account in establishing the initial Capital Accounts and
Partnership Units of the Partners, and that, except as otherwise provided herein
or in any other written agreement between a Holdings Partner and the General
Partner, such transfers shall not be treated as Capital Contributions or
distributions under this Agreement and shall not affect the Capital Account of
or Partnership Units owned by the Partners. In the event of such a transfer, the
Carrying Values of the assets of the Partnership shall be revised in a manner
determined by the General Partner, subject to the consent of Holdings (not to be
unreasonably withheld).

        4.3. RETURN OF CONTRIBUTIONS. A Partner is not entitled (except as
otherwise expressly provided otherwise by this Agreement) to the return of any
part of its Capital Contributions or to be paid interest in respect of either
its Capital Account or its Capital Contributions. An unrepaid Capital
Contribution is not a liability of the Partnership or of the other Partners. A
Partner is not required to contribute or to lend any cash or property to the
Partnership to enable the Partnership to return any other Partner's Capital
Contributions.

        4.4. ADVANCES BY PARTNERS. Except as approved by the General Partner, or
otherwise provided for specifically herein, no Partner may advance any money or
other property to, or contribute any money or property to, the Partnership.

        4.5. NO PREEMPTIVE RIGHTS. Except as provided in this Article IV, no
Person shall have any preemptive, preferential or other similar right with
respect to (i) additional Capital Contributions or loans to the Partnership; or
(ii) the issuance or sale of any Partnership Interests.

        4.6. OTHER CONTRIBUTION PROVISIONS. If any Person is admitted as a
Partner and is given a Capital Account in exchange for services rendered to the
Partnership or to the General Partner on behalf of the Partnership, such
transaction shall be treated by the Partnership and the affected Partner as if
the Partnership had compensated such Partner in cash, and the Partner had
contributed such cash to the capital of the Partnership.


                                       10
<PAGE>   15

        4.7. ADDITIONAL CONTRIBUTIONS BY TALITY; RELATIONSHIP OF TALITY COMMON
SHARES TO PARTNERSHIP UNITS.

            (a) Issuances of Tality Securities. Tality shall not issue any
additional Tality Common Shares or rights, options, warrants or other securities
convertible into or exchangeable for equity securities of Tality (other than
Tality Common Shares issued pursuant to Section 4.8, 4.10 or 7.3 or as otherwise
provided in the Certificate of Incorporation of Tality (as the same may be
amended, but only to the extent such amendment has been approved by the Holdings
Partners) or incur any indebtedness, unless:

               (i) Tality transfers to the Partnership or a Subsidiary of the
        Partnership, as an additional Capital Contribution, the net cash
        proceeds or other property received by Tality (or any direct or indirect
        wholly owned Subsidiary of Tality) from, and causes the Partnership to
        assume, or take such cash or other property subject to, the liabilities
        incurred in connection with, the grant, award or issuance of such
        additional Tality Common Shares or other securities or indebtedness, as
        the case may be, or from the exercise of rights contained in such
        additional Tality Common Shares or other securities, as the case may be;
        provided, however, that if the property received by Tality in exchange
        for such issuance consists of stock of another Person that becomes a
        direct or indirect wholly owned Subsidiary of Tality (including an
        acquisition by means of a reverse triangular merger), or if such
        property is received by a direct or indirect wholly owned Subsidiary of
        Tality (in either case, the "Acquired Entity"), then Tality may cause
        the Acquired Entity to transfer all (but not less than all) of its
        assets to the Partnership or a Subsidiary of the Partnership, and cause
        the Partnership or such Subsidiary of the Partnership to assume or take
        such assets subject to all liabilities and other obligations of the
        Acquired Entity, in lieu of Tality transferring its equity interest in
        the Acquired Entity; provided further, that if any third party consent
        or approval shall be necessary to effect the transfer of any such asset
        or assumption of any such liability, the General Partner shall not be
        required to effect such transfer or assumption until such consent or
        approval has been obtained (and during the pendency of such transfer or
        assumption the General Partner or such Acquired Entity shall hold such
        asset or liability in trust for the benefit or account of the
        Partnership, as the case may be, and the General Partner and Partnership
        shall enter into such agreement (including indemnities) or other
        arrangements as necessary to reflect the transfer to the Partnership or
        one of its Subsidiaries of all beneficial interest in such asset or
        responsibility for such liability); and

               (ii) the Partnership issues to Tality (or, in the case of an
        Acquired Entity that has transferred all of its assets as described in
        clause (i) above, to the Acquired Entity) Partnership Units or rights,
        options, warrants or convertible or exchangeable securities or
        indebtedness of the Partnership having designations, preferences and
        other rights, all such that the economic interests are substantially the
        same as those of such additional Tality Common Shares or other
        securities or indebtedness, as the case may be.

            (b) Acquisition of Tality Securities by Tality. If Tality acquires
Tality Common Shares for any reason and in any manner, then (i) the Tality
Common Shares so acquired shall be cancelled, (ii) the Partnership shall pay to
Tality an amount equal to the amount, if any, paid by Tality to acquire such
shares, and (iii) Tality shall surrender to the



                                       11
<PAGE>   16

Partnership for cancellation that number of Partnership Units held by Tality
equal to the number of Tality Common Shares so acquired. Similar requirements
shall apply with respect to the reacquisition by Tality of any of its securities
other than Tality Common Shares, such that the securities issued by the
Partnership to Tality that correspond to such Tality securities are surrendered
to the Partnership and the Partnership pays to Tality the amount paid by Tality
to reacquire such securities.

            (c) Acquisition of Tality Common Shares or Other Securities by the
Partnership. Except as provided in Section 4.8, if the Partnership or any of its
Subsidiaries acquires Tality Common Shares (or other equity securities) for any
reason and in any manner, then (i) the Partnership may (but shall not be
required to) transfer such shares (or other securities) to Tality for
cancellation and (ii) if the Partnership effects such transfer, Tality shall
surrender an equal number of Partnership Units (or other Partnership Interests
or securities issued by the Partnership that relate to such securities, as the
case may be) to the Partnership for cancellation.

        4.8. INCENTIVE PLANS.

            (a) At any time Tality issues Tality Class A Shares pursuant to an
Incentive Plan (whether pursuant to an Equity Award or otherwise) to directors,
officers or employees of the Partnership or any of its Subsidiaries, the
following shall occur:

               (i) Tality shall contribute the amount of any exercise or
        purchase price received by Tality in connection with the issuance of
        such Tality Class A Shares, and Tality shall be deemed to contribute to
        the capital of the Partnership an amount of cash equal to the excess of
        the current market price of such Tality Class A Shares on the date such
        shares are issued (or if earlier, the date the related option is
        exercised (if the Equity Award is a stock option)) over the amount of
        such exercise or purchase price actually contributed, and such amounts
        shall be treated as Capital Contributions under this Agreement;

               (ii) the Partnership shall be deemed to purchase such Tality
        Class A Shares from Tality for an amount of cash equal to the amount of
        cash contributed and deemed contributed by Tality to the Partnership in
        subsection (a) above (and such shares shall be deemed delivered to their
        owner by the Partnership);

               (iii) the net proceeds actually received by the Partnership with
        respect to such Tality Class A Shares, if any, shall be retained by the
        Partnership; and

               (iv) the Partnership shall issue to Tality that number of Limited
        Partnership Units equal to the number of Tality Class A Shares so
        issued.

            (b) At any time Tality issues Tality Class A Shares pursuant to an
Incentive Plan (whether pursuant to an Equity Award or otherwise) to Tality
employees, officers or directors, and provided the General Partner reasonably
determines that the issuance of such Tality Class A Shares relates to Tality's
ownership or operation of, or was for the benefit of, the Partnership as
provided in Section 6.9(a), the following shall occur (unless the General
Partner


                                       12
<PAGE>   17

reasonably determines that such issuance should be governed by Section 4.8(a) in
which case Section 4.8(a) shall apply):

               (i) Tality shall be treated as issuing such Tality Class A Shares
        in the same manner as if this Section 4.8(b) did not apply;

               (ii) the Partnership shall be deemed to have reimbursed Tality
        for the issuance of such Tality Class A Shares as provided in Section
        6.9(a) in an amount equal to the excess of the current market price of
        such Tality Class A Shares on the date such shares are issued (or, if
        earlier, the date the related option is exercised (if the Equity Award
        is a stock option)) over the amount of the exercise or purchase price
        received by Tality upon the issuance of such Tality Class A Shares;

               (iii) Tality shall contribute to the capital of the Partnership
        the exercise or purchase price received by Tality upon the issuance of
        such Tality Class A Shares, and shall be deemed to have contributed to
        the capital of the Partnership the amount of the deemed reimbursement
        paid by the Partnership pursuant to clause (ii) above; and

               (iv) the Partnership shall issue to Tality that number of
        Partnership Units equal to the number of Tality Class A Shares so
        issued.

        4.9 ADDITIONAL CONTRIBUTIONS BY HOLDINGS. If the Partnership issues
additional Partnership Units to a Tality Partner or any other Person (other than
a Holdings Partner) for any reason other than pursuant to Section 4.8 or 4.10
(including in connection with an acquisition or other business combination
between the Partnership and any Person other than Tality), then:

            (a) Holdings shall have the right, but not the obligation, to
contribute to the Partnership cash or other property, if of a type acceptable to
the General Partner and subject to Section 6.6, in an amount equal to the
product obtained by multiplying:

               (i) the amount of cash or value of other property contributed by
        such Tality Partner or other Person to the Partnership in exchange for
        such additional Partnership Units, times

               (ii) a fraction, the numerator of which shall be the aggregate
        Percentage Interest then held by the Holdings Partners and the
        denominator of which shall be the aggregate Percentage Interest held by
        all Partners other than the Holdings Partners (in each case, determined
        immediately prior to the contribution referred to in clause (i) above).

            (b) In exchange for any such contribution by Holdings pursuant to
Section 4.9(a), Holdings shall receive that number of Partnership Units equal to
the product obtained by multiplying:

               (i) the number of such additional Partnership Units issued to the
        Tality Partner or such other Person, times


                                       13
<PAGE>   18

               (ii) a fraction, the numerator of which shall be the aggregate
        Percentage Interest then held by the Holdings Partners and the
        denominator of which shall be the aggregate Percentage Interest held by
        all Partners other than the Holdings Partners (in each case, determined
        immediately prior to the issuance of Partnership Units referred to in
        clause (i) above).

            (c) In connection with any additional capital contribution made in
the form of property under this Section 4.9, such property shall be valued at
its fair value as determined by a nationally recognized independent appraiser
(including an investment banker, public accounting firm or other expert)
selected by Holdings and reasonably satisfactory to the General Partner.

        4.10. SPLITS AND RECLASSIFICATIONS. The Partnership shall not in any
manner subdivide (by any unit split, distribution, reclassification,
recapitalization or otherwise) or combine (by reverse unit split,
reclassification, recapitalization or otherwise) the outstanding Partnership
Units (or other Partnership Interests or securities) unless Tality is
subdividing or combining the Tality Class A Shares (or, if applicable, such
other securities of Tality issued in connection with the issuance of such
Partnership Interests or other securities), in which event the Partnership Units
shall be subdivided or combined concurrently with, to the same extent as, and in
the same manner as, the Tality Class A Shares (or such other securities).

                                    ARTICLE V

                 CAPITAL ACCOUNTS, ALLOCATIONS AND DISTRIBUTIONS

        5.1. CAPITAL ACCOUNTS.

            (a) The Partnership shall maintain for each Partner owning a
Partnership Interest a single, separate Capital Account with respect to such
Partnership Interest in accordance with the rules of Treas. Reg. Section
1.704-1(b)(2)(iv). The initial Capital Account balance of each of the Partners
shall be as set forth on Exhibit A.

            (b) Subject to rules of Treas. Reg. Section 1.704-1(b)(2)(iv), the
Capital Account of each Partner shall be increased by (i) except as otherwise
provided in this Agreement, the amount of any money and the fair market value of
any property (net of any liabilities of such Partner assumed by the Partnership
or which are secured by any property contributed by such Partner to the
Partnership) contributed by such Partner to the Partnership, (ii) the Net Profit
allocated to such Partner pursuant to Section 5.2, and (iii) the items in the
nature of income or gain allocated to such Partner pursuant to Section 5.3. If
the General Partner and the contributing Partner agree as the value of an item
of property contributed to the Partnership, such agreement shall govern the
amount credited to such Partner's Capital Account. Absent such an agreement,
subject to Section 4.9(c), the value of any property contributed to the
Partnership shall be determined by the General Partner.

            (c) The Capital Account of each Partner shall be reduced by (i) the
amount of any distribution of cash or the fair market value of any property (net
of any Partnership liabilities assumed by such Partner or secured by any
property distributed to such Partner) distributed to such Partner when such
distribution is made, (ii) the Net Loss allocated to such Partner pursuant


                                       14
<PAGE>   19

to Section 5.2, and (iii) any items in the nature of deduction or loss allocated
to such Partner pursuant to Section 5.3. If the General Partner and the
distributee Partner agree as the value of an item of property distributed from
the Partnership, such agreement shall govern the amount debited to such
Partner's Capital Account. Absent such an agreement,the value of any property
distributed by the Partnership shall be determined by the General Partner.

            (d) Except as otherwise provided in this Agreement, whenever it is
necessary to determine the Capital Account of any Partner, the Capital Account
of such Partner shall be determined after giving effect to the allocations of
Net Profit, Net Loss and other items realized prior or concurrently to such time
(including, without limitation, any Net Profits and Net Losses attributable to
adjustments to Carrying Values with respect to any concurrent distribution), and
all contributions and distributions made prior or concurrently to the time as of
which such determination is to be made. The General Partner may use such
accounting conventions and other methods for computing interim balances of the
Partners' Capital Accounts as the General Partner deems appropriate.

            (e) A transferee of a Partnership Interest shall succeed to a pro
rata portion of the Capital Account of the transferor relating to the
Partnership Interest so transferred.

        5.2. ALLOCATION OF NET PROFIT OR NET LOSS. Except as otherwise necessary
in connection with a liquidation or dissolution of the Partnership or as
required pursuant to the terms of any Preferred Interests:

            (a) Net Profit for any Fiscal Year or other period shall be
allocated to the Partners as follows:

               (i) First, to each Partner whose Proportionate Capital Account is
        less than its Percentage Interest, an amount of Net Profit necessary to
        cause its Proportionate Capital Account to equal its Percentage
        Interest, provided that if there is not sufficient Net Profit to cause
        each Partner's Proportionate Capital Account to equal its Percentage
        Interest, Net Profits shall be allocated to each Partner so as to cause
        a pro rata percentage reduction in such difference for each such
        Partner; and

               (ii) Second, pro rata among the Partners in accordance with their
        Percentage Interests.

            (b) Net Loss for any Fiscal Year or other period shall be allocated
to the Partners as follows:

               (i) First, to each Partner whose Proportionate Capital Account is
        greater than its Percentage Interest, an amount of Net Loss necessary to
        cause its Proportionate Capital Account to equal its Percentage
        Interest, provided that if there is not sufficient Net Loss to cause
        each Partner's Proportionate Capital Account to equal its Percentage
        Interest, Net Loss shall be allocated to each Partner so as to cause a
        pro rata percentage reduction in such difference for each such Partner;
        and;

               (ii) Second, pro rata among the Partners in accordance with their
        Percentage Interests.


                                       15
<PAGE>   20

        5.3. ADDITIONAL ALLOCATIONS.

            (a) Notwithstanding any other provision of this Agreement, (i)
"partner nonrecourse deductions" (as defined in Treas. Reg. Section 1.704-2(i)),
if any, of the Partnership shall be allocated to the Partner that bears the
economic risk of loss within the meaning of Treas. Reg. Section 1.704-2(i), (ii)
"nonrecourse deductions" (as defined in Treas. Reg. Section 1.704-2(b)), if any,
of the Partnership with respect to each period shall be allocated in proportion
to the Partners' respective Percentage Interests, and (iii) a Partner's
proportionate share of the "excess nonrecourse liabilities" of the Partnership
within the meaning of Treas. Reg. Section 1.752-3(a)(3) shall be in proportion
to its Percentage Interest.

            (b) This Agreement shall be deemed to include "qualified income
offset," "minimum gain chargeback" and "partner non-recourse debt minimum gain
chargeback" provisions within the meaning of the Treasury Regulations
promulgated under Section 704(b) of the Code. Accordingly, notwithstanding any
other provision of this Agreement, items of gross income shall be allocated to
the Partners on a priority basis to the extent and in the manner required by
such provisions.

            (c) Any special allocation of items pursuant to Sections 5.3(a) and
(b), including anticipated reversals of such items, shall be taken into account
in computing subsequent allocations pursuant to Section 5.2 so that the
cumulative net amount of all items allocated to each Partner shall, to the
extent possible, be equal to the amount that would have been allocated to such
Partner if there had never been any special allocation pursuant to Sections
5.3(a) and (b).

            (d) Any income, gain, loss, or deduction realized as a direct or
indirect result of the issuance of Partnership Units by the Partnership to a
Partner (the "Issuance Items") shall be allocated among the Partners so that, to
the extent possible, the net amount of such Issuance Items, together with all
other allocations under this Agreement to each Partner, shall be equal to the
net amount that would have been allocated to each such Partner if the Issuance
Items had not been realized.

        5.4. ALLOCATIONS FOR TAX PURPOSES. For income tax purposes only, (i) all
items of income, gain, loss, deduction, and expense shall be allocated to the
Partners in the same manner as the correlative items of "book" income, gain,
loss, deduction, and expense are allocated pursuant to Sections 5.2 and 5.3 and
(ii) each tax credit for any period shall be allocated to Partners in proportion
to their Percentage Interests; provided, however, that in accordance with
Section 704(c) of the Code, the Treas. Reg. promulgated thereunder and Treasury
Regulation Section 1.704-1(b)(4)(i), items of income, gain, loss, deduction,
expense and credit with respect to any property whose Carrying Value differs
from its adjusted basis for tax purposes shall, solely for income tax purposes,
be allocated among the Partners so as to take account of both the amount and
character of such variation. Absent the prior written consent of Holdings, the
Partnership shall use the "traditional method" described in Treas. Reg. Section
1.704-3(b) in making such allocations in accordance with Code Section 704(c)
with respect to any such property contributed by or on behalf of a Holdings
Partner.


                                       16
<PAGE>   21

        5.5. DISTRIBUTIONS.

            (a) Except as otherwise required by law or as provided in this
Agreement (including pursuant to the terms of any Preferred Interest), no
Partner shall have any right to withdraw any portion of its Capital Account
without the consent of both the General Partner and of Partners holding a
majority of the Partnership Units constituting Limited Partner Interests.

            (b) Except as otherwise provided herein or pursuant to the terms of
any Preferred Interests, the Partnership shall distribute Available Cash or
other property available to be distributed in-kind to the Partners to each
Partner in proportion to such Partner's Percentage Interest, at such times and
in such amounts as the General Partner shall determine; provided, however, that,
absent the prior written consent of Holdings, no in-kind distribution of any
asset may be made other than on a pro rata basis in accordance with the
Partners' Percentage Interests; provided further, that with the prior written
consent of Holdings, an in-kind distribution of any asset may be made on other
than a pro rata basis in accordance with the Partners' Percentage Interests so
long as the total value of all cash and other in-kind distributions made in
connection with such in-kind non-pro rata distribution when combined with such
distribution is distributed in accordance with the Partners' Percentage
Interests.

            (c) If a Holdings Partner exchanges or transfers its Partnership
Units for Tality Class A Shares or Tality Class C Common Shares, pursuant to the
Amended and Restated Certificate of Incorporation of Tality (as the same may be
amended from time to time), on any date after a record date for a distribution
to the Partners of Available Cash or other property but before actual payment
thereof, such exchanging or transferring Partner shall be entitled to receive
the full amount of such distribution as if such Partner continued to hold the
exchanged or transferred Partnership Units on the date of such distribution.

        5.6. TAX DISTRIBUTIONS.

            (a) Until such time as an event causing a dissolution of the
Partnership has occurred pursuant to Section 12.1, at least 10 days prior to any
Estimated Tax Payment Date (as hereinafter defined), the Partnership shall make
a distribution to each Partner equal to the Estimated Tax Distribution (as
hereinafter defined) for such date. Unless otherwise specified by the General
Partner in writing, all distributions made with respect to a given year (as
determined by the General Partner) shall be applied against and reduce the
Estimated Tax Distribution due from the Partnership with respect to that year.

            (b) Within one hundred eighty (180) days after the end of each
Fiscal Year, the Partnership shall provide to each Partner a report for the
prior Fiscal Year computing for each Partner the amount by which the sum of the
Estimated Tax Distributions for the prior year exceeds or falls short of the
product of (i) the taxable income of Partnership allocated to such Partner for
such prior year, and (ii) the Applicable Tax Rate for such year, less any Excess
Tax Distribution (as hereinafter defined) with respect to such prior year. An
amount equal to any shortfall shall be distributed to such Partner with the
report. Any excess will be treated as an "Excess Tax Distribution" for such year
and credited against future Estimated Tax Distributions pursuant to Section
5.6(e)(iii) and this Section 5.6(b).



                                       17
<PAGE>   22

            (c) Notwithstanding anything to the contrary herein, (i)
distributions under this Section 5.6 shall be made in proportion to the
Partners' Percentage Interests, and this clause (i) shall operate to increase
the distribution to be otherwise made under Section 5.6 to any Partner to the
extent necessary so that distributions under this Section 5.6 are made in
proportion to the Partners' Percentage Interests, and (ii) in all events the
Estimated Tax Distributions shall be sufficient to enable Tality to pay when due
its corporate income and franchise tax liability arising from its interest in
the Partnership (taking into account the carryforward of losses available to
Tality Inc and any alternative minimum tax).

            (d) In making the computations under this Section 5.6 with respect
to any Partner, capital losses of the Partnership shall be taken into account
only to the extent of capital gains of the Partnership against which such
capital losses may be offset by such Partner (taking into account the applicable
carryback and carryover period for such Partner), determined as if such Partner
had no income or loss from any source other than the Partnership.

            (e) Definitions:

               (i) "Applicable Tax Rate" means, for any year, the highest
        marginal combined tax rate, as reasonably determined by the Tax Matters
        Partner, under the U.S. federal and applicable state, local and foreign
        franchise or income tax laws as in effect for such year to which a
        Holdings Partner or a Tality Partner is subject by reason of its
        ownership of Partnership Units, taking into account the deductibility of
        state, local and foreign income taxes for federal income tax purposes.

               (ii) "Estimated Tax Payment Date" means, with respect to any
        calendar year, any of April 15, June 15, September 15, and December 15
        of such year.

               (iii) "Estimated Tax Distribution" means, with respect to any
        Partner and any Estimated Tax Payment Date, an amount equal to the
        excess (if any) of (A) the product of (x) an estimate of the
        Partnership's taxable income for the year, as estimated in good faith by
        the Tax Matters Partner, allocable to such Partner for such year, less
        the excess, if any, of cumulative tax losses of the Partnership over
        cumulative taxable income allocated to such Partner in prior years, (y)
        the Applicable Tax Rate, and (z) the Proration Percentage over (B) the
        sum of (u) the prior Estimated Tax Distributions distributed to such
        Partner with respect to the same year and (v) Excess Tax Distributions
        with respect to the prior year.

               (iv) "Proration Percentage" means with respect to April 15, 25%;
        June 15, 50%; September 15, 75%; and December 15, 100%.

        5.7. WITHHOLDING. The Partnership shall comply with all income tax
withholding requirements under federal, state, local or foreign law. To the
extent that the Partnership is required to withhold and pay over to any taxing
authority any amount resulting from an allocation of income or distribution to
any Partner, the amount withheld shall be treated as an advance distribution to
such Partner of amounts to which such Partner is otherwise entitled pursuant to
this Agreement or as a loan to such Partner immediately payable to the
Partnership, as determined by the General Partner. Each Partner shall use all
commercially reasonable efforts


                                       18
<PAGE>   23

to minimize the amount that the Partnership is required to withhold; provided,
however, that the foregoing shall not be deemed to prohibit the Partnership from
making distributions. Notwithstanding any provision to the contrary contained in
this Agreement, the Partnership, and the General Partner on behalf of the
Partnership, shall not be required to make a distribution to any Partner on
account of its interest in the Partnership if such distribution would violate
Section 17-607 of the Act or any other applicable law.

                                   ARTICLE VI

                                   MANAGEMENT

        6.1. MANAGEMENT BY GENERAL PARTNER.

            (a) The General Partner shall manage the business and affairs of the
Partnership. The General Partner shall have the power and authority to make all
decisions regarding the business, affairs and properties of the Partnership and
to perform any and all other lawful acts or activities necessary or convenient
to the conduct, promotion or attainment of the business, purposes and activities
of the Partnership, including the execution, delivery and performance of the
Separation Agreements on behalf of the Partnership. No Limited Partner shall
have any authority to act for, or undertake or assume any obligation or
responsibility on behalf of, the Partnership.

            (b) The General Partner shall have the right, in respect of any of
its powers or obligations hereunder, to act through duly appointed agents (who
may be designated as officers of the Partnership), attorneys-in-fact, or other
Persons and each such agent, attorney-in-fact or other Person shall, to the
extent delegated by the General Partner, have full power and authority to do and
perform all and every act and duty which is permitted or required to be done by
the General Partner hereunder. Any approval or action taken by the General
Partner in accordance with this Agreement shall constitute approval or action
taken by the Partnership and shall be binding on the Partners.

        6.2. MANAGEMENT POLICIES. The General Partner and officers of the
Partnership will develop and implement management policies consistent with the
general policies and programs established by this Agreement, the Certificate and
the Separation Agreements.

        6.3. NO COMPENSATION OF GENERAL PARTNER. Except as provided in Section
6.9, the General Partner shall not be entitled to any compensation from the
Partnership solely for acting in its capacity as the General Partner.

        6.4. OFFICERS. The General Partner may appoint such officers of the
Partnership (including, but not limited to, a president and chief executive
officer, one or more vice presidents, a secretary, one or more assistant
secretaries, a treasurer and one or more assistant treasurers) upon such terms
and conditions as the General Partner deems necessary and appropriate.


                                       19
<PAGE>   24

        6.5. BUSINESS OPPORTUNITIES.

            (a) Except as Cadence may otherwise agree in writing, Cadence may
engage or invest, and avail itself of opportunities, in the same or similar
business activities or lines of business as the Partnership. Except in the case
of a Partnership Opportunity (as defined in subsection (b) below), the
Partnership shall have no interest or expectancy in any such engagement,
investment or opportunity or that Cadence will not engage in, any of the
foregoing activities, any such interest or expectancy being hereby renounced by
the Partnership so that Cadence shall not violate any duty to the Partnership by
engaging in, investing in or availing itself of opportunities in any such
business activities or line of business.

            (b) For purposes of this Agreement, "Partnership Opportunity" shall
mean a transaction, potential transaction or other business opportunity that (i)
the Partnership is financially able to undertake, (ii) relates exclusively to
the Business, (iii) is one in which the Partnership has or, but for the effect
of subsection (a) above the Partnership would have, an interest or reasonable
expectancy and (iv) if offered to a director, officer or employee of the
Partnership who is also a director, officer or employee of Cadence, such
transaction, potential transaction or other business opportunity is offered to
him or her solely in his or her capacity as a director, officer or employee of
the Partnership; provided, however, that a "Partnership Opportunity" not include
(A)(1) any transaction in which the Partnership or Cadence is permitted to
participate pursuant to any agreement between them or their Affiliates in effect
as of the time any Partnership Interest is first held of record by any Person
other than Cadence, or as may be amended thereafter with the approval of a
majority of the Disinterested Directors, or (2) any such transaction provided
for in any subsequent agreement between the Partnership and Cadence approved by
a majority of the Disinterested Directors; (B) any transaction, potential
transaction or other business opportunity that is also offered to or learned of
by a director, officer or employee of Cadence (other than as described in clause
(iv) above) by or from a Person other than the Partnership; or (C) any
transaction, potential transaction or other business opportunity that arises
from ideas independently conceived, acquired or developed by Cadence.

            (c) For purposes of this Section 6.5 and Section 6.6, "Partnership"
shall mean the Partnership, the General Partner and Subsidiaries of the
Partnership and the General Partner, collectively, and any successors thereto
and assigns thereof; provided, however, that where, in order to effectuate the
intent of this definition to provide Cadence with protection in its dealings
with an Affiliate of the Partnership, action on the part of any such Affiliate
of the Partnership is required (e.g., without limitation, to renounce an
interest in a transaction, potential transaction or other business opportunity,
or to adopt guidelines pursuant to Section 6.6), the Partnership and the General
Partner shall cause such Affiliate to take such action. For purposes of this
Section 6.5 and Section 6.6, "Cadence" shall mean Cadence and all of its
Affiliates (other than Tality, the Partnership and Subsidiaries of Tality or the
Partnership), collectively, and any successors thereto and assigns thereof.

            (d) In the case of a Partnership Opportunity, Cadence shall have
such duties as would exist in the absence of this Section 6.5.

        6.6. RELATED TRANSACTIONS/INTERCOMPANY AGREEMENTS. In any action by or
in the right of the Partnership against Cadence or any of its officers,
directors, employees or agents in which


                                       20
<PAGE>   25

the fairness of any agreement or transaction to which any such Person is a party
or in which any such Person may have a financial interest, shall be an issue:
(i) the burden of proof on the issue of fairness shall be on the Person seeking
to establish unfairness; and (ii) fairness shall be deemed to have been
established in any of the following circumstances:

        (a)    the conditions set forth in Section 144 of the DGCL or any
               successor provision, as in effect from time to time, are
               satisfied;

        (b)    the agreement or transaction is effected in accordance with
               guidelines approved by the General Partner or a majority of the
               Disinterested Directors; or

        (c)    the terms of the transaction or agreement are not materially less
               favorable to the Partnership than those made available by Cadence
               to unaffiliated Persons under similar circumstances.

        The provisions of this Section 6.6 shall not be construed to limit or
restrict any defenses that would be available to Cadence or any of its officers,
directors, employees or agents in the absence of this provision.

        To the extent that Cadence or any of its officers, directors, employees
or agents or any Covered Person has duties (including fiduciary duties) and
liabilities relating thereto to the Partnership or to any other Covered Person
under applicable law, neither Cadence, nor any such officer, director, employee,
agent or Covered Person acting under this Agreement, shall be liable to the
Partnership or to any other Covered Person for its good faith reliance on the
provisions of this Agreement. To the extent that they restrict the duties and
liabilities of Cadence or any of its officers, directors, employees, or agents
or any Covered Person otherwise existing under applicable law, the provisions of
this Agreement shall replace such other duties and liabilities.

        6.7. CERTIFICATE OF LIMITED PARTNERSHIP. The General Partner has filed
the Certificate with the Secretary of State prior to the effectiveness of this
Agreement. To the extent that such action is determined by the General Partner
to be reasonable and necessary or appropriate, the General Partner shall file or
cause to be filed amendments to and restatements of the Certificate and shall do
all the things to maintain the Partnership as a limited partnership (or other
entity in which the Limited Partners have limited liability) under the laws of
the State of Delaware and each other state, the District of Columbia or other
jurisdiction in which the Partnership may elect to do business or own property.
The General Partner shall not be required, before or after filing, to deliver or
mail a copy of the Certificate or any amendment thereto to any Limited Partner.
The General Partner shall use all reasonable efforts to cause to be filed such
other certificates or documents as may be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or other entity in which the Limited Partners have limited
liability) in the State of Delaware and any other state, the District of
Columbia or other jurisdiction in which the Partnership may elect to do business
or own property.

        6.8. TITLE TO PARTNERSHIP ASSETS. Title to Partnership assets, whether
real, personal or mixed and whether tangible or intangible, shall be deemed to
be owned by the Partnership as an entity, and no Partners, individually or
collectively, shall have any ownership interest in such Partnership assets or
any portion thereof.


                                       21
<PAGE>   26

        6.9. REIMBURSEMENT OF GENERAL PARTNER EXPENSES.

            (a) General Partner Expenses. The General Partner shall be
reimbursed on a quarterly basis, or on a more frequent basis as the General
Partner may reasonably determine, for all expenses it incurs relating to the
ownership and operation of, or for the benefit of, the Partnership (including
expenses related to the operations of the General Partner, the status of the
General Partner as a public company, and the management and administration of
any Subsidiaries of the General Partner or the Partnership, such as auditing
expenses and filing fees).

            (b) Reimbursement Treated as a Distribution. If and to the extent
any reimbursement made pursuant to Section 6.9(a) is determined for federal
income tax purposes not to constitute a payment of expenses of the Partnership,
the General Partner shall take such actions as it deems appropriate (including
causing the Partnership to make allocations of items of gross income or
deduction) to cause the economic and tax results to be as similar as possible to
the results that would have occurred if such amounts were treated as expenses of
the Partnership.

        6.10. LIABILITY OF THE GENERAL PARTNER.

            (a) General. Notwithstanding anything to the contrary set forth in
this Agreement, neither the General Partner, nor any of its Affiliates, and no
officer, director, stockholder, member, partner, employee or agent of the
General Partner or its Affiliates (each a "Covered Person"), shall be personally
liable to the Partnership, or any Partner, or any Person claiming by or through
the Partnership or any Partner, for any losses sustained, liabilities incurred
or benefits not derived as a result of errors in judgment or mistakes of fact or
law or of any other act or omission relating to the conduct of the business of
the Partnership; provided, however, that nothing contained herein shall protect
any Covered Person against any liability to the Partnership or any Partner to
which such Covered Person would otherwise be subject by reason of (i) any act or
omission of such Covered Person that involves actual fraud or willful misconduct
or (ii) any transaction from which such Covered Person derived an improper
personal benefit.

            (b) Actions of Agents. The General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed
upon it hereunder either directly or by or through its agents. Neither the
General Partner nor any Covered Person shall be responsible for any misconduct
or negligence on the part of any such agent appointed by the General Partner in
good faith.

            (c) Effect of Amendment. Notwithstanding any other provision
contained herein, any amendment, modification or repeal of this Section 6.10
shall be prospective only and shall not in any way affect the limitations on the
liability of the General Partner, any officers, directors, shareholders,
employees or agents of the General Partner to the Partnership and the Partners
under this Section 6.10 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.

        6.11. OTHER MATTERS CONCERNING THE GENERAL PARTNER.


                                       22
<PAGE>   27

            (a) Reliance on Documents. The General Partner may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it in good faith to be genuine
and to have been signed or presented by the proper party or parties.

            (b) Reliance on Advisors. The General Partner may consult with legal
counsel, accountants, appraisers, management consultants, investment bankers,
and other consultants and advisers selected by it, and any act taken or omitted
to be taken in reliance upon the opinion of such Persons as to matters which the
General Partner reasonably believes to be within its professional or expert
competence shall be conclusively presumed to have been done or omitted in good
faith and in accordance with such opinion.

            (c) Limitation on General Partner's Business Activities;
Acquisitions. Notwithstanding anything to the contrary set forth herein or in
the Certificate of Incorporation of the General Partner, as the same may be
amended, so long as any Person other than the General Partner or one of its
Subsidiaries shall own any Limited Partnership Units, the General Partner agrees
not to own any assets or conduct any activities other than the management of the
Partnership as the general partner thereof and the ownership and management of
its Partnership Interests and its interest in any Acquired Entities with respect
to which the requirements of Section 4.7(a) have been satisfied.

        6.12. RIGHTS OF LIMITED PARTNERS. No Limited Partner shall participate
in the management, control or direction of the Partnership's operations,
business or affairs, transact any business for the Partnership, or have the
right, power, or authority to act for or on behalf of or to bind the
Partnership, the same being vested solely and exclusively in the General
Partner.

                                   ARTICLE VII

                TRANSFERS AND EXCHANGES OF PARTNERSHIP INTERESTS

        7.1. TRANSFER RESTRICTIONS. Except as otherwise provided in Section 7.2,
no Partner shall, directly or indirectly, transfer any right, title or interest
in any of its Partnership Interest. Any attempted transfer in violation hereof
shall be void.

        7.2. PERMITTED TRANSFERS. Notwithstanding Section 7.1:

            (a) The Holdings Partners may transfer their Partnership Interest to
any Person in compliance with applicable law.

            (b) The Tality Partners may only transfer their Partnership Interest
to (i) any wholly owned Subsidiary of Tality or (ii) the transferee of all or
substantially all of the assets of Tality.

            (c) Notwithstanding anything to the contrary in this Agreement, no
Partner may transfer all or any portion of its Partnership Interest, and no
transferee of a Partnership Interest shall be admitted as a Partner, unless the
General Partner has determined that such transfer is not reasonably expected to
cause the Partnership to become a "publicly traded

                                       23
<PAGE>   28

partnership" within the meaning of Code Section 7704; provided, however, that
under no circumstances shall an exchange of Partnership Units for Tality Common
Shares pursuant to Section 7.3 be expected or deemed to cause such a result.

        7.3 EXCHANGE OF PARTNERSHIP UNITS.

            (a) Unless otherwise agreed by the Partnership and any Partner in
writing, each Limited Partner, other than Tality and its Subsidiaries, shall
have the right to exchange, at any time and from time to time, each Partnership
Unit owned by such Limited Partner, free and clear of any liens and
encumbrances, for one (1) fully paid and non-assessable Tality Class A Share.
The Partnership and the General Partner agree that, at all times, they
collectively shall have available for issuance sufficient Tality Class A Shares
to satisfy the exchange rights under this Section 7.3. Such Tality Class A
Shares shall consist first of any Tality Class A Share then held by the
Partnership (in which case the Partnership Unit shall be surrendered to the
Partnership) and any additional shares shall be newly issued Tality Class A
Shares (in which case the Partnership Unit shall be transferred to Tality).

            (b) The right to exchange Partnership Units for Tality Class A
Shares pursuant to Section 7.3(b) shall be exercised by surrender to the
Partnership of any certificate or certificates representing the Partnership
Units to be exchanged at any time during normal business hours at the principal
executive offices of the Partnership, accompanied by a written notice of such
Limited Partner stating that such Limited Partner desires to exchange such
Partnership Units, or a stated number of such units less than the number
represented by any such certificate or certificates, into Tality Class A Shares,
and by instruments of transfer in form satisfactory to the General Partner and,
if the General Partner requires, the Transfer Agent of the General Partner, duly
executed by such holder or such holder's duly authorized attorney (plus, if the
Limited Partner requests that the certificate or certificates for such Tality
Class A Shares be issued in the name of someone other than such Limited Partner,
transfer tax stamps or funds therefor).

            (c) The Partnership and the General Partner, as promptly as
practicable following the receipt of notice and such other items required to
effect the exchange described in this Section 7.3, deliver or cause to be
delivered a certificate or certificates representing the number of Tality Class
A Shares issuable upon such exchange, issued in such name or names as such
Limited Partner may direct. Such exchange shall be deemed to have been effected
immediately prior to the close of business on the date of the giving of the
required written notice and surrender of any certificate or certificates
representing Partnership Units; provided, however, that the General Partner may
delay the effective date of such exchange with respect to no more than one (1)
Partnership Unit for up to fifteen (15) days to the extent it reasonably deems
such delay necessary in order implement steps to avoid a dissolution of the
Partnership under the Act by reason of the Partnership having only one partner.
Upon the date any such exchange is made or effected, all rights of the Limited
Partner with respect to the Partnership Units so exchanged shall cease.

            (d) The exchange of Partnership Units pursuant to this Section 7.3
shall be adjusted to the extent there has been a transaction described in
Section 4.10 with respect to Tality Common Shares and there has been no
corresponding transaction with respect to Partnership

                                       24
<PAGE>   29

Units, such that the exchanging Limited Partner shall receive the same number of
Tality Class A Shares it would have received in exchange for each Partnership
Unit had all such adjustments pursuant to Section 4.10 been made.

                                  ARTICLE VIII

                       LIMITED LIABILITY; INDEMNIFICATION

        8.1. LIMITED LIABILITY. Except as otherwise provided under the Act, the
debts, obligations and liabilities of the Partnership, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Partnership and no Limited Partner shall be obligated or
liable for any such debt, obligation or liability of the Partnership. Except as
otherwise provided by the laws of the State of Delaware, the debts, obligations
and liabilities of any Partner, whether arising in contract, tort or otherwise,
shall be solely the debts, obligations and liability of such Partner and neither
the Partnership nor any other Partner shall be obligated or liable for any such
debt, obligation or liability of such Partner.

        8.2. INDEMNIFICATION.

            (a) The Partnership shall, to the fullest extent permitted by law,
indemnify, defend and hold harmless each Covered Person against any and all
losses, claims, damages, expenses and liabilities (including, but not limited
to, any investigation, legal and other reasonable expenses incurred in
connection with, and any amounts paid in settlement of, any action, suit,
proceeding or claim, whether civil, criminal or administrative) of any kind or
nature whatsoever that such Covered Person may at any time become subject to or
liable for by reason of the formation, operation or termination of the
Partnership, or the Covered Person's acting as a General Partner (or on behalf
of any such Person), or the authorized actions of such Covered Person in
connection with the conduct of the affairs of the Partnership or any Person in
which the Partnership has an investment (including, without limitation,
indemnification against negligence, gross negligence or breach of duty);
provided, however, that no Covered Person shall be entitled to indemnification
if and to the extent that the liability otherwise to be indemnified for results
from (i) any act or omission of such Covered Person that involves actual fraud
or willful misconduct or (ii) any transaction from which such Covered Person
derived improper personal benefit.

            (b) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall be paid by the Partnership in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of any Covered Person to repay such amount if it shall be
ultimately determined by a court of competent jurisdiction from which no further
appeal may be taken or the time for appeal has lapsed that such Person is not
entitled to be indemnified by the Partnership pursuant to the terms and
conditions of this Section 8.2.

            (c) The Partnership shall use all commercially reasonable efforts to
maintain insurance on behalf of any Person who is or was a Covered Person or is
or was serving at the request of the Partnership as an officer, director,
manager, employee or agent of another Person against any liability asserted
against and incurred by such Person in any such capacity, or arising


                                       25
<PAGE>   30

out of such Person's status as such, whether or not the Partnership would have
the power to indemnify such Person against such liability under this Section
8.2.

            (d) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 8.2 shall continue as to a Person who has
ceased to be a Covered Person, and shall inure to the benefit of the heirs,
executors, administrators and other legal successors of such Person.

            (e) The indemnification provided by this Section 8.2 shall not be
deemed exclusive of any other rights to indemnification to which those seeking
indemnification may be entitled under any agreement, determination of Partners
or otherwise.

            (f) Any indemnification hereunder shall be satisfied only out of the
assets of the Partnership (including insurance and any agreements pursuant to
which the Partnership and indemnified Persons are entitled to indemnification),
and the Partners shall not, in such capacity, be subject to personal liability
by reason of these indemnification provisions.

            (g) No Person shall be denied indemnification in whole or in part
under this Section 8.2 because such Person had an interest in the transaction
with respect to which the indemnification applies if the transaction was
otherwise permitted by the terms of this Agreement.

        8.3. CONTRIBUTION. If there shall ever be more than one General Partner,
each of such General Partners covenants for itself, its successors and assigns
that it will at any time, on demand, both during the time it is a Partner and
after its withdrawal from the Partnership (upon the sale of its interests or
otherwise), contribute its share (determined based upon the aggregate Percentage
Interest of such General Partner as of the time of such withdrawal or demand),
of any liability, judgment or cost of any kind (including the reasonable cost of
the defense of any suit or action and any sums which may be paid in settlement
thereof) which any other General Partner may be required to pay or for which
such other General Partner is liable in excess of its share (determined based
upon the aggregate Percentage Interest of such General Partner as of the time of
such withdrawal or demand) on account of any matter or transaction that occurred
during the time that it was a General Partner and for which such other General
Partner is entitled to indemnification under Section 8.2 or for which the
Partnership is liable (in excess of amounts actually paid to such other General
Partner), except that no such contribution need be made to any General Partner
who acted with gross negligence, willful misconduct or a knowing violation of
law and the same resulted in such liability, judgment or cost. Each General
Partner agrees to keep all former General Partners reasonably informed with
respect to any potential claim for contribution pursuant to this Section 8.3.


                                       26
<PAGE>   31

                                   ARTICLE IX

                                      TAXES

        9.1. TAX MATTERS PARTNER; TAX RETURNS.

            (a) Tality shall, as long as it is a Partner, be the "tax matters
partner" of the Partnership pursuant to Section 6231(a)(7) of the Code (the "Tax
Matters Partner"). Subject to the provisions of this Section 9.1, the Tax
Matters Partner shall be entitled to take any action or decline to take any
action, all as required by applicable law. The Tax Matters Partner shall take
such action as may be necessary to cause the other Partners to become "notice
partners" within the meaning of Section 6231(a)(8) of the Code.

            (b) The Tax Matters Partner shall cause to be prepared and filed all
necessary foreign, federal, state and local income tax returns for the
Partnership, including making elections on the Partnership's tax returns or
otherwise relating to tax matters. Each other Partner shall furnish to the Tax
Matters Partner all pertinent information in its possession relating to
Partnership operations that is necessary to enable the Partnership's income tax
returns to be prepared and filed.

            (c) To the extent permitted by applicable law, the Tax Matters
Partner shall determine, in its reasonable discretion, whether or not to permit
the other Partners to participate in the defense of all pending tax proceedings
involving the Partnership, including, without limitation, participation in any
meeting with the Internal Revenue Service or other taxing authority.

            (d) The Partnership shall reimburse the Tax Matters Partner for any
costs and expenses incurred in connection with such Person serving as the Tax
Matters Partner, including costs and expenses incurred in the preparation or
filing of any such income tax returns and the defense of any such tax
proceedings.

        9.2. PARTNERSHIP STATUS. It is the intent of the Partners that the
Partnership be treated as a partnership for federal income tax purposes and, to
the extent permitted by applicable law, for state, local and foreign franchise
and income tax purposes. Neither the Partnership nor any Partner may make an
election for the Partnership to be excluded from the application of the
provisions of subchapter K of Chapter 1 of Subtitle A of the Code or any similar
provisions of applicable state or local law, and no provision of this Agreement
shall be construed to sanction or approve such an election.

        9.3. FISCAL YEAR. The fiscal year of the Partnership for financial,
accounting and federal, state and local income tax purposes shall be the year
ending on the Saturday closest to December 31 or such other fiscal year that is
the same as the taxable year that is required by law for federal income tax
purposes (the "Fiscal Year").



                                       27
<PAGE>   32

                                    ARTICLE X

                        BOOKS, RECORDS AND BANK ACCOUNTS

        10.1. MAINTENANCE OF BOOKS. The books of account for the Partnership
shall be maintained on an accrual basis in accordance with the terms of this
Agreement.

        10.2. ACCOUNTING PRINCIPLES. Except as otherwise expressly provided
herein, the books and records of the Partnership shall be maintained in
accordance with GAAP; provided, however, that Capital Accounts shall be
maintained in accordance with Section 5.1.

        10.3. BANK ACCOUNTS. The General Partner shall cause the Partnership to
establish, maintain and designate signatories on one or more separate bank and
investment accounts for Partnership funds in the Partnership name with such
financial institutions and firms as the General Partner may select and designate
signatories thereon. The Partnership's funds shall not be commingled with the
funds of any other Person.

        10.4. TAX INFORMATION. Within one hundred eighty (180) days after the
end of each Fiscal Year, the Tax Matters Partner shall prepare and send, or
cause to be prepared and sent, to each Person who was a Partner at any time
during such Fiscal Year, copies of such information as may be required for
federal, state, local and foreign income tax reporting purposes, including
copies of Schedule K-1 or any successor schedule or form, for such Person and
such other information as a Partner may reasonably request for the purpose of
complying with applicable laws.

        10.5. PUBLIC FILINGS. The Partnership shall assemble and prepare such
information and documentation with respect to the Partnership that Tality
reasonably requests in connection with the filing by Tality of all registration
statements, periodic reports and other documents required to be filed by Tality
pursuant to Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, and
shall deliver such documents to Tality a reasonable period of time in advance of
the date such documents are required to be filed.

                                   ARTICLE XI

       ADMISSION OF PARTNERS; WITHDRAWAL; CLASSES OF PARTNERSHIP INTERESTS

        11.1 SUBSTITUTION OF PARTNERS. Unless otherwise agreed in writing by the
General Partner and a transferee of a Partnership Interest (which agreement may
be a condition to the General Partner's approval of the transfer where such
approval is required hereunder), any transferee of a Partnership Interest from a
Partner, if such transfer complies with Article VII, shall be admitted as a
Partner, such admission to be effective immediately prior to such transfer, only
if such substitute Partner shall have agreed to be bound by the terms and
conditions of this Agreement by executing a counterpart hereof. Whether or not
such a counterpart is executed, such transferee shall be deemed, by acquiring
such interest in the Partnership, to have agreed to


                                       28
<PAGE>   33

hold it subject to the terms and conditions of this Agreement. Upon such
admission, such substitute Partner shall be a Partner for all purposes of this
Agreement.

        11.2 ADMISSION OF ADDITIONAL PARTNERS. Other than pursuant to Section
11.1 in connection with a transfer, the Partnership may admit additional
Partners only upon the satisfactory completion of the following:

            (a) such admission of an additional Limited Partner shall have been
approved by the General Partner;

            (b) such admission of an additional or new General Partner shall be
approved by all the Limited Partners; and

            (c) such additional Partner shall have agreed to be bound by the
terms and conditions of this Agreement by executing a counterpart hereof.

        11.3. WITHDRAWAL. No Partner shall have any right to withdraw or resign
from the Partnership, except in connection with a transfer of such Partner's
entire interest in the Partnership permitted by Section 7.2, in which case such
transferring Partner shall cease to be a Partner of the Partnership.

        11.4 CLASSES OF PARTNERSHIP INTERESTS.

            (a) The General Partner may cause the Partnership issue a class of
Partnership Interests (including pursuant to Section 4.7(a)) in exchange for a
Capital Contribution to a new or existing Partner having rights, preferences and
privileges senior to the rights, preferences and privileges of the other
Partners ("Preferred Interests"); provided, however, that no Preferred Interest
may be issued by the Partnership (other than in connection with the issuance by
Tality of preferred equity pursuant to Section 4.7(a)) without the advance
written consent of the Holdings Partners, which consent may be given or withheld
in their sole and absolute discretion. Except as provided in connection with the
issuance of a Partnership Interest pursuant to Section 4.7(a), no Partnership
Interest shall be treated as a Preferred Interest unless the issuance and
specific terms of such Preferred Interest are set forth in writing by the
Partnership and the Partner owning such Preferred Interest.

            (b) Except as agreed upon in writing by the General Partner and the
Partner to whom a Preferred Interest is issued, references in this Agreement to
Partnership Units shall be deemed to exclude references to Preferred Interests,
and any Partner that owns both Partnership Units and Preferred Interests shall,
unless so agreed, be treated (other than for income tax purposes or otherwise as
required by law) as a separate Partner with respect to each class of Partnership
Interests owned.

            (c) It is the intention of the Partners that the Partnership
Interests represented by the Partnership Units constitute the residual equity of
the Partnership after taking into account the rights, preferences and privileges
of any outstanding Preferred Interests.



                                       29
<PAGE>   34

                                   ARTICLE XII

                    DISSOLUTION, LIQUIDATION AND TERMINATION

        12.1. DISSOLUTION. The Partnership shall be dissolved and its affairs
shall be wound up upon the first to occur of any of the following:

            (a) the expiration of the Partnership's term pursuant to Section
2.4;

            (b) the written consent of Tality and the Holdings Partners (if
any);

            (c) the entry of a decree of judicial dissolution under the Act;

            (d) the sale or other disposition of all, or substantially all, the
assets of the Partnership (excluding a lease, mortgage, pledge, grant of
security interest or other encumbrance);

            (e) an event of withdrawal of a General Partner has occurred under
the Act; provided, however, that the Partnership shall not be dissolved or
required to be wound upon an event of withdrawal of a General Partner if (i) at
the time of such event of withdrawal, there is at least one (1) other General
Partner of the Partnership who carries on the business of the Partnership (any
remaining General Partner being hereby authorized to and shall carry on the
business of the Partnership), or (ii) within ninety (90) days after the
occurrence of such event of withdrawal, remaining Partners owning more than 75%
of the outstanding Partnership Units (other than Partnership Units owned by such
withdrawing General Partner) agree in writing to continue the business of the
Partnership and to the appointment, effective as of the date of the event of
withdrawal, of one (1) or more additional General Partners of the Partnership;
or

            (f) at any time there are no Limited Partners, unless the
Partnership is continued in accordance with the Act.

        12.2. LIQUIDATION AND TERMINATION.

            (a) On dissolution of the Partnership, the General Partner shall act
as Liquidator or may appoint one or more other Persons as Liquidator. The
Liquidator shall proceed diligently to wind up the affairs of the Partnership
and make final distributions as provided herein and in the Act by the end of the
taxable year of the Partnership in which its liquidation (as such term is
defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within
ninety (90) Business Days after the date of such liquidation. The costs of
liquidation shall be borne as a Partnership expense. Until final distribution,
the Liquidator shall continue to operate the Partnership properties with all of
the power and authority of the Partners and the General Partner. The steps to be
accomplished by the Liquidator are as follows:

               (i) as promptly as possible after dissolution and again after
        final liquidation, the Liquidator shall cause a proper accounting to be
        made by an accounting firm of the Partnership's assets, liabilities and
        operations through the last day of the calendar month in which the
        dissolution shall occur or the final liquidation shall be completed, as
        applicable;


                                       30
<PAGE>   35

               (ii) the Liquidator shall have full power and authority to sell,
        assign and encumber any or all of the Partnership's assets and to wind
        up and liquidate the affairs of the Partnership in an orderly and
        business-like manner; and

               (iii) all proceeds from liquidation shall be distributed in the
        following order of priority:

                   (A) first, to the satisfaction of the debts and liabilities
            of the Partnership both to Partners, to the extent otherwise
            permitted by law, and to persons other than Partners (but, in the
            case of nonrecourse debts and liabilities, only to the extent
            required under the applicable credit and security agreement) and
            expenses of liquidation (whether by payment or the making of
            reasonable provision for payment thereof, including the setting up
            of such reserves as the Liquidator may reasonably deem necessary for
            any liability of the Partnership);

                   (B) second, pro rata to the Partners in accordance with the
            positive balances in their Capital Accounts (as determined after
            taking into account the adjustments required under Treas. Reg.
            Section 1.704-1(b)(2)(ii)(b)(2)), provided that the terms of any
            Preferred Interests shall be taken into account in determining
            whether proceeds are distributed first to the holders of Preferred
            Interests prior to holders of other Partnership Interests; and

                   (C) last, to the Partners in accordance with their respective
            Percentage Interests.

            (b) Notwithstanding the provisions of this Section 12.2 which
require the liquidation of the assets of the Partnership, but subject to the
order of priorities set forth above, if upon or following dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its reasonable discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
liabilities of the Partnership (other than those to Partners as creditors).

        12.3. DISTRIBUTION IN KIND. If the Liquidator shall determine that all
or a portion of the Partnership's assets should be distributed in kind to the
Partners, the Liquidator, on behalf of the Partnership, shall obtain an
independent appraisal of the fair market value of each such asset as of a date
reasonably close to the date of liquidation. Any unrealized appreciation or
depreciation with respect to such assets shall be allocated among the Partners'
Capital Accounts (in accordance with Article V, assuming that the assets of the
Partnership were sold for such appraised fair market value) and distribution of
any such assets in kind to a Partner shall be considered a distribution of an
amount equal to the assets' appraised fair market value for purposes of Section
12.2.

        12.4. DEFICIT CAPITAL ACCOUNTS. Notwithstanding any other provision
hereof to the contrary, to the extent that a deficit, if any, exists in the
Capital Account of any Partner, such deficit shall not be an asset of the
Partnership and such Partner shall not be obligated to



                                       31
<PAGE>   36

contribute such amount to the Partnership to bring the balance of such Partner's
Capital Account to zero.

        12.5. CANCELLATION OF FILINGS. Upon completion of the distribution of
Partnership assets as provided herein, the Liquidator and, if the Liquidator so
directs, the General Partner, shall file a certificate of cancellation with the
Secretary of State, cancel any other filings made pursuant to Sections 2.1 and
6.7 as may be necessary and take such other actions as may be necessary to
terminate the Partnership.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

        13.1. REPRESENTATIONS AND WARRANTIES OF PARTNERS. Each Partner hereby
represents and warrants to the Partnership and each other Partner that:

            (a) such Partner is duly organized, validly existing and in good
standing under the law of the jurisdiction of its organization and is duly
qualified and in good standing in the jurisdiction of its principal place of
business (if not organized therein);

            (b) such Partner has full corporate, or other applicable power and
authority to execute and agree to this Agreement and to perform its obligations
hereunder and all necessary actions by the board of directors, shareholders,
members, or other Persons necessary for the due authorization, execution,
delivery and performance of this Agreement by that Partner have been duly taken;

            (c) such Partner has duly executed and delivered this Agreement;

            (d) such Partner's authorization, execution, delivery and
performance of this Agreement do not conflict with any other agreement or
arrangement to which that Partner is a party or by which it is bound or with any
law or regulation to which that Partner is subject;

            (e) such Partner has such knowledge and experience in business and
financial matters and is capable of evaluating the merits and risks of an
investment in the Partnership and making an informed investment decision with
respect thereto;

            (f) such Partner is able to bear the economic and financial risk of
an investment in the Partnership for an indefinite period of time;

            (g) such Partner is acquiring its Partnership Interests for its own
account, for investment only and not with a view to a sale or distribution
thereof in violation of any securities laws;

            (h) such Partner has received, or has had access to, all information
which it considers necessary or advisable to that Partner's decision concerning
its acquisition of the Partnership Interest; and


                                       32
<PAGE>   37

            (i) this Agreement constitutes a valid and binding agreement of such
Partner, enforceable against such Partner in accordance with its terms, subject
to general equitable principles and except as the enforceability thereof may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws of general application relating to creditors' rights.

        13.2. OFFSET. Whenever the Partnership is to pay any sum to a Partner,
any amounts that such Partner owes the Partnership may be deducted from that sum
before payment.

        13.3. NOTICES. All notices and other communications (collectively,
"Notices") provided for or permitted to be given under this Agreement shall be
in writing and shall be given by depositing the Notice in the United States
mail, addressed to the Person to be notified, postage paid and registered or
certified with return receipt requested, or by such Notice being delivered in
person or by facsimile communication to such party. Unless otherwise expressly
set forth herein, notices given or served pursuant hereto shall be effective
upon receipt by the Person to be notified. All Notices to be sent to a Partner
shall be sent to or made at, and all payments hereunder shall be made at the
address of such Partners set forth on Exhibit A, or such other address as that
Partner or any additional Partner may specify by Notice to the Partnership.

        13.4. ENTIRE AGREEMENT; WAIVERS AND MODIFICATIONS.

            (a) This Agreement constitutes the entire agreement of the Partners
relating to the Partnership and supersedes any and all prior contracts,
understandings, negotiations and agreements with respect to the Partnership and
the subject matter hereof, whether oral or written.

            (b) This Agreement may be amended or modified from time to time only
by a written instrument executed by each of the Partners; provided, however,
that the General Partner may amend Exhibit A from time to time to reflect the
admission or withdrawal of Partners, the issuance, redemption or transfer of
Partnership Units, changes in Percentage Interests, or changes in the names or
addresses of Partners, in each case pursuant to transactions otherwise permitted
by the terms of this Agreement; and provided further, that the General Partner
may amend this Agreement from time to time to make ministerial changes that are
not materially adverse, in the good faith judgment of the General Partner, to
the interests of any Partner.

            (c) Any waiver or consent, express, implied or deemed, in whatever
form, to or of any breach or default by any Person in the performance by that
Person of its obligations with respect to the Partnership or any action
inconsistent with this Agreement is not a waiver of or consent to any other
breach or default in the performance by that Person of the same or any other
obligations of that Person with respect to the Partnership or any other such
action. Failure on the part of a Person to complain of any act of any Person or
to declare any Person in default with respect to the Partnership, irrespective
of how long that failure continues, does not constitute a waiver by that Person
of its rights with respect to that default until the applicable
statute-of-limitations period has run. All waivers and consents hereunder shall
be in writing and shall be delivered to the other Partners in the manner set
forth in Section 13.3.

        13.5. NO THIRD-PARTY BENEFICIARIES. Except as expressly provided
otherwise herein, nothing in this Agreement shall provide any benefit to any
third party or entitle any third party to



                                       33
<PAGE>   38

any claim, cause of action, remedy or right of any kind, it being the intent of
the parties that this Agreement shall not be construed as a third-party
beneficiary contract.

        13.6. GOVERNING LAW. This Agreement is governed by and shall be
construed in accordance with the law of the State of Delaware, excluding any
conflict-of-laws rule or principle that might refer the governance or
construction of this agreement to the law of another jurisdiction.

        13.7. FURTHER ASSURANCES. In connection with this Agreement and the
transactions contemplated hereby, each Partner shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and those transactions.

        13.8. WAIVER OF CERTAIN RIGHTS. To the fullest extent permitted by law,
each Partner irrevocably waives any right (but not any power) it might have to
maintain any action for dissolution of the Partnership or for partition of the
property of the Partnership. If any Partner maintains any action for such
dissolution or partition, such Partner shall, to the fullest extent permitted by
law, be liable to the Partnership and the other Partners for all monetary
damages suffered by them as a result thereof (including, indirect, incidental
and consequential damages).

        13.9. SEVERABILITY. The provisions of this Agreement are severable. The
invalidity, in whole or in part, of any provision of this Agreement shall not
affect the validity or enforceability of any other of its provisions. If one or
more provisions hereof shall be so declared invalid or unenforceable, the
remaining provisions shall remain in full force and effect and shall be
construed in the broadest possible manner to effectuate the purposes hereof. The
Partners further agree to replace such void or unenforceable provisions with
provisions which will achieve, to the extent possible, the economic, business
and other purposes of the void or unenforceable provisions.

        13.10. SUCCESSORS AND ASSIGNS. Subject to the limitations and
restrictions set forth in this Agreement, this Agreement shall be binding on and
inure to the benefit of the successors and assigns of the Partnership Interests
of the parties hereto.

        13.11. SPECIFIC PERFORMANCE. Without intending to limit the remedies
available to any party, each party hereto acknowledges that a breach of any of
the covenants contained in this Agreement may result in irreparable injury to
the other party for which there is no adequate remedy at law, that it will not
be possible to measure damages for such injuries precisely and that, in the
event of such a breach or threat thereof, each party hereto shall be entitled to
obtain a temporary restraining order and a preliminary or permanent injunction
restraining or requiring actions prohibited or required by this Agreement or
such other relief as may be requested to enforce specifically any of the
covenants of this Agreement.

        13.12. INTERPRETATION OF AGREEMENT. The table of contents of and
headings in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

                                       34
<PAGE>   39

        13.13. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts with the same effect as if each of the signing parties had signed
the same document. All counterparts shall be construed together and constitute
the same instrument.


                                       35
<PAGE>   40


        IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed on its behalf as of the day and year first above written.

                              GENERAL PARTNER:

                              TALITY CORPORATION


                              By: ______________________________________________
                                  Name:  Robert P. Wiederhold
                                  Title:  President and Chief Executive Officer



                              LIMITED PARTNERS:

                              CADENCE HOLDINGS, INC.


                              By: ______________________________________________
                                  Name:
                                  Title:


                              TALITY CORPORATION


                              By: ______________________________________________
                                  Name:  Robert P. Wiederhold
                                  Title:  President and Chief Executive Officer


                                       36
<PAGE>   41


                       EXHIBIT A -- PARTNERSHIP INTERESTS

<TABLE>
<CAPTION>
                                                       INITIAL
NAME AND ADDRESS                      PARTNERSHIP      CAPITAL       PERCENTAGE
OF PARTNER                              UNITS*        ACCOUNT**       INTEREST
----------------------------------    -----------    ------------    -----------
<S>                                   <C>            <C>             <C>
GENERAL PARTNER:

Tality Corporation  ..............                   [$________]
2655 Seely Avenue, Building 9
San Jose, CA

LIMITED PARTNERS:

Cadence Holdings, Inc. ...........                   [$________]
2655 Seely Avenue, Building 5
San Jose, CA

Tality Corporation................                   [$________]
2655 Seely Avenue, Building 9
San Jose, CA

   Total..........................                   [$________]         100%
</TABLE>


                                     2.1-1