INDEMNIFICATION AGREEMENT

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     This Indemnification Agreement (the "Agreement"), dated as of _________

___, 2000, between LogicVision (Delaware), Inc., a Delaware corporation (the

"Corporation"), and _____________ ("Indemnitee"),



                              W I T N E S S E T H:



     WHEREAS, Indemnitee is either a member of the board of directors of the

Corporation (the "Board of Directors") or an officer of the Corporation, or

both, and in such capacity or capacities, or otherwise as an Agent (as

hereinafter defined) of the Corporation, is performing a valuable service for

the Corporation; and



     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on

additional service for or on behalf of the Corporation on the condition that he

or she be indemnified as herein provided; and



     WHEREAS, it is intended that Indemnitee shall be paid promptly by the

Corporation all amounts necessary to effectuate in full the indemnity provided

herein:



     NOW, THEREFORE, in consideration of the premises and the covenants in this

Agreement, and of Indemnitee continuing to serve the Corporation as an Agent and

intending to be legally bound hereby, the parties hereto agree as follows:



     1.   Services by Indemnitee. Indemnitee agrees to serve (a) as a director

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or an officer of the Corporation, or both, so long as Indemnitee is duly

appointed or elected and qualified in accordance with the applicable provisions

of the Certificate of Incorporation and bylaws of the Corporation, and until

such time as Indemnitee resigns or fails to stand for election or is removed

from Indemnitee's position, or (b) otherwise as an Agent (as hereinafter

defined) of the Corporation. Indemnitee may from time to time also perform other

services at the request or for the convenience of, or otherwise benefiting the

Corporation. Indemnitee may at any time and for any reason resign or be removed

from such position (subject to any other contractual obligation or other

obligation imposed by operation of law), in which event the Corporation shall

have no obligation under this Agreement to continue Indemnitee in any such

position.



     2.  Indemnification. Subject to the limitations set forth herein and in

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Section 6 hereof, the Corporation hereby agrees to indemnify Indemnitee as

follows:



     The Corporation shall, with respect to any Proceeding (as hereinafter

defined) associated with Indemnitee's being an Agent of the Corporation,

indemnify Indemnitee to the fullest extent permitted by applicable law and the

Certificate of Incorporation of the Corporation in effect on the date hereof or

as such law or Certificate of Incorporation may from time to time be amended

(but, in the case of any such amendment, only to the extent such amendment

permits the Corporation to provide broader indemnification rights than the law

or Certificate of Incorporation permitted the Corporation to provide before such

amendment).  The right to indemnification conferred herein and in the

Certificate of



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Incorporation shall be presumed to have been relied upon by Indemnitee in

serving or continuing to serve the Corporation as an Agent and shall be

enforceable as a contract right. Without in any way diminishing the scope of the

indemnification provided by this Section 2, the Corporation will indemnify

Indemnitee to the full extent permitted by law if and wherever Indemnitee is or

was a party or is threatened to be made a party to any Proceeding, including any

such Proceeding brought by or in the right of the Corporation, by reason of the

fact that Indemnitee is or was an Agent or by reason of anything done or not

done by Indemnitee in such capacity, against Expenses (as hereinafter defined)

and Liabilities (as hereinafter defined) actually and reasonably incurred by

Indemnitee or on his or her behalf in connection with the investigation,

defense, settlement or appeal of such Proceeding. In addition to, and not as a

limitation of, the foregoing, the rights of indemnification of Indemnitee

provided under this Agreement shall include those rights set forth in Sections 3

and 8 below. Notwithstanding the foregoing, the Corporation shall be required to

indemnify Indemnitee in connection with a Proceeding commenced by Indemnitee

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