THIS AGREEMENT made this 1 day of October, 1999, by and between Nassda

Corporation, a California corporation with its principal place of business at

625 Ellis Street, Suite 206, Mountain View, CA 94043, U.S.A. ("Company"), and

Marubeni Solutions Corporation, a Japanese corporation with its principal place

of business at Higashi 1-26-20, Shibuya-ku, Tokyo 150-0011, Japan

("Distributor").



     WHEREAS Company wishes to develop export sales of its Software products

defined below;



     WHEREAS Company wishes to appoint Distributor as Company's exclusive

distributor of its Software products in the Territory defined below;



     AND WHEREAS Distributor wishes to act as Company's exclusive distributor of

said Software products;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties agree as follows:



1.  DEFINITIONS

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1.1 Purchase Note(s): "Purchase Note(s)"  shall mean order form or forms of

    ----------------

Distributor which shall be furnished pursuant to Section 4.1 hereof.



1.2 Software: "Software" shall mean those proprietary computer programs

    --------

specified in Schedule A, in machine-readable form furnished by Company to

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Distributor pursuant to this Agreement, including the Software user manual and

Software specifications in machine readable, printed or other form, and also

including any other updates or enhancements to the foregoing.



1.3 Territory: "Territory" shall mean the country known as Japan.

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1.4 Warranty Period: "Warranty Period" shall mean a period of [***] months from

    ---------------

the date of the customer's acceptance to Software.



2.  APPOINTMENT

    -----------



2.1 Appointment: Company hereby appoints Distributor as its exclusive

    -----------

distributor in Territory for Software and the related support services therefor,

and Distributor hereby accepts such appointment. Company shall not appoint any

person or entity other than Distributor as its distributor, representative or

agent for Software in Territory. Company shall not sell, transfer, license or

otherwise make available Software to any person or entity other than Distributor

in Territory.



2.2 Inquiries: Any inquiry or order received directly or indirectly by Company

    ---------

originating from Territory with respect to Software shall be promptly referred

to Distributor.



3.   TERM

     ----

     Subject to Section 11 hereof, this Agreement shall remain in effect for a

period of one (1) year commencing on the date first written above and shall be

automatically renewed thereafter on a year-to-year basis unless either party

provides written notice to the other party of its intention not to renew this

Agreement at least [***] prior to the expiration of the original term of

this Agreement or any renewal thereof.





[***] 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.







4.   PAYMENT TERMS

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4.1  Orders: Company shall furnish Software to Distributor in accordance with

     ------

Purchase Notes submitted to Company. Purchase Notes shall be binding upon the

parties unless Company otherwise notifies Distributor in writing within seven

(7) days after Company's receipt of each Purchase Note. In case of terms and

conditions on each Purchase Note deviate from the provisions on this Agreement,

such Purchase Note shall be required Company's prior written consent. In the

event of any discrepancy between the provisions of this Agreement and any

Purchase Note, the provisions of such Purchase Note shall prevail.



4.2  Prices: Distributor shall pay to Company the prices for Software furnished

     ------

to Distributor hereunder. The currently effective price shall be in listed in

Schedule A. The prices for all Software shall include the cost of packaging for

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export. Such prices shall be discounted at the rates set forth in Schedule B.

[***] shall have the [***] to request [***] than [***] set [***] in order to

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