Amendment Dated November 21, 2000 To Exclusive Distributor Agreement

AMENDMENT TO
EXCLUSIVE DISTRIBUTOR AGREEMENT


THIS AMENDMENT is entered into this 21st day of November, 2000 by and between Nassda Corporation located at 625 Ellis Street, Suite 206, Mountain View, CA 94043 ("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"), 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, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:


1. Effective Date
--------------
This Amendment shall be effective on November 21, 2000, and shall apply to
Software ordered by Distributor to Company on or after such time.


2. Change of Transactions
-----------------------
To accelerate smooth transactions between Company and Distributor and
expand the distribution of Software, the parties hereto agree to amend the
transactions under Distributor Agreement as "Licensing Distributor to
sub-license customers to use Software" to "sales of copies of Software
packaged."


3. Amendments
---------- 3.1 The first sentence of Section 4.1 of Distributor Agreement is hereby
removed and replaced with the following:


"Company shall sell and Distributor shall purchase Software in accordance
with Purchase Notes submitted to Company."


3.2 Section 4.4 of Distributor Agreement is hereby removed and replaced with
the following:


"Company shall be responsible for delivery of Software contained in media
(e.g. floppy disc or magnetic tape) to Distributor, which shall be
completed upon Distributor's receipt thereof at Distributor's address as
first written above or any other place in Territory designated by
Distributor. [***] shall bear all charges, freight or otherwise for such
delivery. To secure smooth export and import transactions, Distributor may
designate the forwarder for such delivery. The benefits and burdens of, and
risk of loss and damage to, Software sold to Distributor shall remain with
Company until the Software is received by Distributor as provided herein."


[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


3.3 Section 5 of Distributor Agreement is hereby removed and replaced with the
follow ...