We built a 12.4 mm × 12.4 mm, 45-nm CMOS, chip that integrates eight 648-MHz general purpose cores, two matrix processor (MX-2) cores, four flexible engine (FE) cores and media IP (VPU5) to establish heterogeneous multi-core chip architecture. The general purpose core had its IPC (instructions per cycle) performance enhanced by adding 32-bit instructions to the existing 16-bit fixed-length instruction set and executing up to two 32-bit instructions per cycle. Considering these five-toseven years of embedded LSI and increasing trend of access-master within LSI, we predict that the memory usage of single core will not exceed 32-bit physical area (i.e. 4 GB), but chip-total memory usage will exceed 4 GB. Based on this prediction, the physical address was expanded from 32-bit to 40-bit. The fabricated chip was tested and a parallel operation of eight general purpose cores and four FE cores and eight data transfer units (DTU) is obtained on AAC (Advanced Audio Coding) encode processing.