Exclusive Distributor Agreement

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Exhibit 10.8.3


AMENDMENT III TO
EXCLUSIVE DISTRIBUTOR AGREEMENT


This Amendment III is entered into this 1st day of October, 2003 by and between Nassda Corporation located at 2650 San Tomas Expressway, Santa Clara, CA 95051-0953 U.S.A. ("Company") and Marubeni Solutions Corporation located at Higashi 1-26-20, Shibuya-ku, Tokyo 150-0011, Japan ("Distributor").

WHEREAS, Company and Distributor entered into an Exclusive Distributor Agreement dated October 1, 1999 ("Distributor Agreement"), Amendment dated November 21, 2000 ("Amendment I") and Amendment II dated February 14, 2002 ("Amendment II"), under which Distributor distributes certain software products produced by Company ("Software");

AND WHEREAS, Company and Distributor desire to amend certain aspects of Distributor Agreement;

NOW, THEREOF, in consideration of the mutual covenants contained herein, the parties agree as follows:


1.

Effective Date
This Amendment III shall be effective on October l, 2003.


2.

Schedule A
Schedule A of this Amendment III shall replace Schedule A of the Distributor Agreement as of the Effective Date.


3.

Schedule B
Schedule B of this Amendment III shall replace Schedule B of the Distributor Agreement as of the Effective Date.


4.

Surviving Provisions
Except as expressly provided herein, all terms and conditions of the Distributor Agreement, as amended by the Amendment dated November 21, 2000 and further amended by the Amendment II dated February 14, 2002, shall remain in effect and full force.

1

Marubeni Distributor Agreement
Amendment III
October 2003

IN WITNESS WHEREOF, the parties hereto have caused this Amendment III to be executed in duplicate by their duly authorized officers or representatives on the day and year first written above.

NASSDA CORPORATION


MARUBENI SOLUTIONS CORPORATION

/s/ Tammy Liu Authorized Signature


/s/ Tsunesuke Kimura Authorized Signature

By:

Tammy Liu


By:

Tsunesuke Kimura

Its:

CFO


Its:

President & CEO

Date:

10/8/03


Date:

October 1, 2003

2

Marubeni Distributor Agreement
Amendment III
October 2003

Schedule A
Products and Prices

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