LOGICVISION, INC.

CHANGE OF CONTROL SEVERANCE AGREEMENT

          This Change of Control Severance Agreement (this Agreement) is made and entered into effective as of February 15, 2006 (the Effective Date), by and between [NAME OF INDIVIDUAL] (the Executive) and LogicVision, Inc., a Delaware corporation (the Company).  Certain capitalized terms used in this Agreement are defined in Section 1 below.

RECITALS

          A.          It is expected that the Company from time to time will consider the possibility of a Change of Control.  The Board of Directors of the Company (the Board) recognizes that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative employment opportunities.

          B.          The Board believes that it is in the best interests of the Company and its shareholders to provide the Executive with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.

          C.          In recognition of Executives service with the Company during which time Executives leadership has been fundamental to the Companys development and in order to provide the Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide the Executive with certain severance benefits upon the Executives termination of employment in connection with a Change of Control.

AGREEMENT

          In consideration of the mutual covenants herein contained and the continued employment of the Executive by the Company, the parties agree as follows:

          1.          Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

                       (a)          Cause.  Cause shall mean (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board; or (iii) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders.  For these purposes, no act or failure to act shall be considered intentional or willful unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.