OCTOBER 3, 1996




Mr. J. George Janac
1674 Seven Springs Drive
Cupertino, CA 95014

Dear George:


     We are very pleased to welcome you as a future employee of Cadence Design
Systems, Inc.  In the context of Cadence's proposed acquisition of High Level
Design Systems ("HLD"), this letter sets forth the terms of our offer of
employment to you as well as other related matters for your approval and
signature.  This employment agreement will go into effect on the date that
Cadence completes its merger with HLD.  At that time, in addition to becoming an
employee of Cadence, you will be exchanging your stock interest in HLD for stock
or stock options of Cadence.

     As part of this agreement, you will agree to work for Cadence for a
two-year period beginning on the Cadence/HLD merger date in a substantially
similar position.  Your salary and commissions will be $150,000 per year
(subject to customary withholding and other taxes), paid by Cadence according to
its standard payroll schedule.  In addition, you will be eligible to receive
additional bonuses and other compensation (if any) as you and Cadence may agree.
You will receive the same health and other benefits as are generally available
to the rest of Cadence's employees (provided, of course, you meet the standard
eligibility requirements for such benefits).

     As a normal part of its operations, Cadence asks its employees to sign an
Employee Invention and Confidential Information Agreement, a copy of which is
attached for your signature.  Additionally, in connection with the acquisition,
you agree to execute the Non-competition Agreement attached hereto as Exhibit A.

     If Cadence terminates your employment without cause(1), at any time during
your two-year employment term, Cadence will pay you severance equal to your
salary (but not any bonuses or other compensation) for twelve months or the
remaining period of your employment term.  However if you are terminated for
cause, the obligation of Cadence to pay you your salary and other compensation
shall end.  If at any time during your employment with Cadence (including


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     (1)You shall be considered to have been terminated with "cause" if your
employment is terminated for (a) any gross misconduct, fraud or bad faith in the
performance of your employment, (b) your conviction or guilty plea with respect
to any felony, (c) your material breach of this agreement, or (d) your repeated
failure to perform any reasonable duties assigned you by Cadence despite written
notice delivered to you of such failure.



AFTER you have completed your two-year employment term) you are terminated
without cause, the noncompetition restrictions contained in Exhibit A shall be
void.

     At the end of your two-year employment term, your employment relationship
with Cadence will become "at will".  This agreement shall be governed by the law
of the state of California.

     We are excited about the potential represented by the Merger and we are
pleased you will be joining us as a key part of the new team.

Sincerely,



Joe Costello




Acknowledged and agreed:



/s/George Janac
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          (signature)


George Janac
- -------------------------------
          (print name)


Date:     October 3, 1996




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