EXHIBIT 99.4

                           QUICKTURN DESIGN SYSTEMS, INC.

                    1993 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

                       (AS AMENDED THROUGH February 11, 1997)

     The following constitute the provisions of the 1993 Employee Qualified
Stock Purchase Plan (herein called the "Plan") of Quickturn Design Systems, Inc.
(herein called the "Company").

     1.   PURPOSE.  The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions.  It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended.  The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

     2.   DEFINITIONS.

               (a)  "BOARD" shall mean the Board of Directors of the Company.

               (b)  "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

               (c)  "COMMON STOCK" shall mean the Common Stock, $.001 par value
per share, of the Company.

               (d)  "COMPANY" shall mean Quickturn Design Systems, Inc., a
Delaware corporation, and any Designated Subsidiary of the Company.

               (e)  "COMPENSATION" shall mean all regular straight time
earnings, overtime, shift premiums, all bonuses paid pursuant to the formal
Bonus Plan sponsored by the Company, and commissions, but shall exclude
incentive compensation, incentive payments or other extraordinary compensation.

               (f)  "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which
have been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.

               (g)  "EMPLOYEE" shall mean any individual who is an employee of
the Company for purposes of tax withholding under the Code whose customary
employment with the Company or any Designated Subsidiary is at least twenty (20)
hours per week and more than five (5) months in any calendar year.  For purposes
of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of  absence approved by the
Company.  Where the period of leave exceeds 90 days  and the individual's right
to reemployment is not guaranteed either by  statute or by contract, the
employment relationship will be deemed to have  terminated on the 91st day of
such leave.

               (h)  "EXERCISE DATE" shall mean the date one day prior to the
date six months, twelve months, eighteen months or twenty-four months after the
Offering Date of each Offering Period.

               (i)  "EXERCISE PERIOD" shall mean a period commencing on an
Offering Date or on the day after an Exercise Date and terminating one day prior
to the date six (6) months later.



               (j)  "OFFERING PERIOD" shall mean a period of approximately
twenty-four (24) months consisting of four approximately six-month Exercise
Periods during which options granted pursuant to the Plan may be exercised.

               (k)  "OFFERING DATE" shall mean the first day of each Offering
Period of the Plan.

               (l)  "PLAN" shall mean this 1993 Employee Qualified Stock
Purchase Plan.

               (m)  "SUBSIDIARY" shall mean a corporation, domestic or foreign,
of which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

               (n)  "TRADING DAY" shall mean a day on which national stock
exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.

     3.   ELIGIBILITY.

               (a)  Any Employee as defined in paragraph 2 who shall be employed
by the Company at least 30 days prior to the Offering Date shall be eligible to
participate in the Plan, subject to limitations imposed by Section 423(b) of the
Code.

               (b)  Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) which permits his rights to
purchase stock under all employee stock purchase plans of the Company and its
subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of fair market value of such stock (determined at the time such option
is granted) for each calendar year in which such option is outstanding at any
time.

     4.   OFFERING PERIODS.

               (a)  GENERAL RULE.  The plan shall be implemented by consecutive
and overlapping Offering Periods of approximately twenty-four months, with a new
Offering Period beginning every six months.

               (b)  THE FIRST OFFERING PERIOD.  The first Offering Period shall
begin on the effective date of the Company's initial public offering of its
Common Stock that is registered with the Securities and Exchange Commission and
end approximately twenty-six months later, on February 17, 1996, if a Trading
Day, or the last Trading Day prior thereto.  The first Exercise Date shall be
the last Trading Day on or before August 17, 1994.  Subsequent Exercise Dates in
the First Offering Period shall be the last Trading Days on or before February
17, 1995, August 17, 1995, and February 17, 1996.

               (c)  SUBSEQUENT OFFERING PERIODS.  The second Offering Period
shall begin on the first Trading Day on or after August 18, 1994. Subsequent
Offering Periods shall begin on the first Trading Day on or after February 18
and August 18 of each year and shall end on the last Trading Day on or before
February 17 or August 17, twenty-four months later.  The Plan shall continue
until terminated in accordance with paragraph 20 hereof.  Subject to the
requirements of paragraph 20, the Board of Directors of the Company shall have
the power to change the commencement, termination and duration of Offering
Periods with respect to future offerings without stockholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected.

                                          7



     5.   PARTICIPATION.

               (a)  An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions on a form
provided by the Company and filing it with the Company's payroll office at least
ten (10) business days prior to the applicable Offering Date, unless a later
time for filing the subscription agreement is set by the Board for all eligible
Employees with respect to a given offering.  For the first Offering Period under
the Plan , subscription agreements must be submitted by the close of business on
December 8, 1993.

               (b)  Payroll deductions for a participant shall commence on the
first payroll following the Offering Date and shall end on the Exercise Date of
the offering to which such authorization is applicable, unless sooner terminated
by the participant as provided in paragraph 11.

     6.   PAYROLL DEDUCTIONS.

               (a)  At the time a participant files his subscription agreement,
he shall elect to have payroll deductions made on each payday during the
Offering Period in an amount not exceeding ten percent (10%) of his or her
Compensation.  The aggregate of such payroll deductions during any Offering
Period shall not exceed ten percent (10%) of his aggregate Compensation during
said Offering Period.

               (b)  All payroll deductions made by a participant shall be
credited to his or her account under the Plan and will be withheld in whole
percentages only.  A participant may not make any additional payments into such
account.

               (c)  A participant may discontinue his or her participation in
the Plan as provided in paragraph 11, or may increase or decrease the rate or
amount of his or her payroll deductions during the Offering Period (within the
limitations of Section 6(a)) by completing and filing with the Company a new
subscription agreement authorizing a decrease in the rate or amount of payroll
deductions; provided, however, that a participant may not decrease the rate or
amount of his or her payroll deductions more than once in any one month.   The
change in rate shall be effective fifteen (15) days following the Company's
receipt of the new authorization or such shorter period as may be permitted by
the Company.  Subject to the limitations of Section 6(a), a participant's
subscription agreement shall remain in effect for successive Offering Periods
unless revised as provided herein or terminated as provided in paragraph 11.

               (d)  Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and paragraph 3(b) herein, a
participant's payroll deductions may be decreased to 0% at such time during any
Exercise Period which is scheduled to end during the current calendar year that
the aggregate of all payroll deductions accumulated with respect to such
Exercise Period and any other Exercise Period ending within the same calendar
year equal $21,250.  Payroll deductions shall recommence at the rate provided in
such participant's subscription agreement at the beginning of the first Exercise
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in paragraph 11.

               (e)  At the time the option is exercised, in whole or in part, or
at the time some or all of the Company's Common Stock issued under the Plan is
disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the dispositions, if any, which arise upon the
exercise of the option or the disposition of the Common Stock.  At any time, the
Company may, but will not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.


                                          8


     7.   GRANT OF OPTION.

               (a)  On the Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on each Exercise Date during such Offering Period (at the per share
option price) up to a number of shares of the Company's Common Stock determined
by dividing such Employee's payroll deductions accumulated prior to such
Exercise Date and retained in the Participant's account as of the Exercise Date
by the lower of (i) eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Offering Date or (ii) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Exercise Date; provided, however, that the maximum number of Shares an
Employee may purchase during each Offering Period shall be determined at the
Offering Date by dividing $50,000 by the fair market value of a share of the
Company's Common Stock on the Offering Date, and provided further that such
purchase shall be subject to the limitations set forth in Section 3(b) and 13
hereof.  Exercise of each option during the Offering Period shall occur as
provided in Section 8, unless the participant has withdrawn pursuant to
Section 11, and each option shall expire at midnight on the last day of the
applicable Exercise Period.  Fair market value of a share of the Company's
Common Stock shall be determined as provided in Section 7(b) herein.

               (b)  The option price per share of the shares offered in a given
Exercise Period shall be the lower of:  (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date.  The fair market value of the Company's Common Stock on a given
date shall be determined by the Board in its discretion.  However, except as
provided below, where there is a public market for the Common Stock, the fair
market value per share shall be the closing price of the Common Stock for such
date, as reported by the NASDAQ National Market System, or, in the event the
Common Stock is listed on a stock exchange, the fair market value per share
shall be the closing price on such exchange on such date, as reported in THE
WALL STREET JOURNAL.  For purposes of the Offering Date under the first Offering
Period under the Plan, the fair market value of the Common Stock shall be the
"price to public" as set forth in the final prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424 under the Securities Act of 1933,
as amended.  For purposes of each subsequent Offering Date, the fair market
value shall be the closing price of the Common Stock on the prior Trading Day.
In the event the Offering Date or the Exercise Date occurs on a weekend or legal
holiday, the fair market value shall be based on the closing bid price on the
next Trading Day.

     8.   EXERCISE OF OPTION.

     Unless a participant withdraws from the Plan as provided in paragraph 11,
his or her option for the purchase of shares will be exercised automatically on
each Exercise Date of the Offering Period, and the maximum number of full shares
subject to option shall be purchased for such participant at the applicable
option price with the accumulated payroll deductions in his or her account.  No
fractional shares will be purchased and any amount remaining in the
participant's account after an Exercise Date shall be held in the account until
the next Exercise Date of the Offering Period, unless the Offering Period has
been oversubscribed or has terminated with such Exercise Date, in which case
such amount shall be refunded to the participant. During a participant's
lifetime, a participant's option to purchase shares hereunder is exercisable
only by him or her.

     9.   DELIVERY.

     As promptly as practicable after the Exercise Date of each Exercise Period,
the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her
option.  Any cash remaining to the credit of a participant's account under the
Plan after a purchase by him or her of shares at the termination of each
Exercise Period which is insufficient to purchase a full share of Common Stock
of the Company shall be applied to the participant's account for the next
Exercise Period.


                                          9


     10.  AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD.

     In the event that the fair market value of the Company's Common Stock is
lower on an Exercise Date than it was on the Offering Date for that Offering
Period, all Employees participating in the Plan on the Exercise Date shall be
deemed to have withdrawn from the Offering Period immediately after the exercise
of their option on such Exercise Date and to have enrolled as participants in a
new Offering Period which begins on or about the day following such Exercise
Date.  A participant may elect to remain in the previous short Offering Period
by filing a written statement declaring such election with the Company prior to
the time of the automatic change to the new Offering Period.

     11.  WITHDRAWAL; TERMINATION OF EMPLOYMENT.

               (a)  A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to the
Company pursuant to a form to be provided by the Company.  All of the
participant's payroll deductions credited to his or her account will be paid to
such participant as promptly as practicable after receipt of notice of
withdrawal and such participant's remaining option or options for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of shares will be made during the Offering Period.  If a
participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

               (b)  Upon a participant's ceasing to be an Employee prior to an
Exercise Date for any reason, including retirement or death, or upon termination
of a participant's employment relationship (as described in Section 2(g)), the
payroll deductions credited to such participant's account during the Exercise
Period but not yet used to exercise the option will be returned to such
participant or, in the case of his or her death, to the person or persons
entitled thereto under paragraph 15, and such participant's remaining option or
options will be automatically terminated.

               (c)  In the event an Employee fails to remain an Employee during
an Offering Period in which the Employee is a participant, he or she will be
deemed to have elected to withdraw from the Plan and the payroll deductions
credited to his or her account will be returned to such participant and such
participant's remaining option or options terminated.

               (d)  A participant's withdrawal from an Offering Period will not
have any effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.

     12.  INTEREST.

     No interest shall accrue on the payroll deductions of a participant in the
Plan.

     13.  STOCK.

               (a)  The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 1,200,000 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in paragraph 19.  If on a given Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then available
under the Plan (after deduction of all shares for which options have been
exercised or are then outstanding), the Company shall make a pro rata allocation
of the shares remaining available for option grant in as uniform a manner as
shall be practicable and as it shall determine to be equitable.  In such event,
the Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.


                                          10


               (b)  The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.

               (c)  Shares to be delivered to a participant under the Plan will
be registered in the name of the participant or in the name of the participant
and his spouse.

     14.  ADMINISTRATION.

     The Plan shall be administered by the Board of Directors of the Company or
a committee appointed by the Board.     The Board or its committee shall have
full and exclusive discretionary authority to construe, interpret and apply the
terms of the Plan, to determine eligibility and to adjudicate all disputed
claims filed under the Plan.  Every finding, decision and determination made by
the Board or its committee shall, to the full extent permitted by law, be final
and binding upon all parties.  Members of the Board who are eligible Employees
are permitted to participate in the Plan, provided that:

               (a)  Members of the Board who are eligible to participate in the
Plan may not vote on any matter affecting the administration of the Plan or the
grant of any option pursuant to the Plan.

               (b)  If a Committee is established to administer the Plan, no
member of the Board who is eligible to participate in the Plan may be a member
of the Committee.

               (c)  RULE 16b-3 LIMITATIONS.  Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16b-3") provides specific requirements for the
administrators of plans of this type, the Plan shall be only administered by
such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3.  Unless permitted by Rule 16b-3, no discretion
concerning decisions regarding the Plan shall be afforded to any committee or
person that is not "disinterested" as that term is used in Rule 16b-3.

     15.  DESIGNATION OF BENEFICIARY.

               (a)  A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to the end of the Offering Period but prior to delivery to him of
such shares and cash.  In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to the Exercise Date of
the offering period.

               (b)  Such designation of beneficiary may be changed by the
participant at any time by written notice.  In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

     16.  TRANSFERABILITY.

     Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution or as provided in
paragraph 15 hereof) by the participant.  Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering
Period in accordance with paragraph 11.


                                          11


     17.  USE OF FUNDS.  All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.

     18.  REPORTS.  Individual accounts will be maintained for each participant
in the Plan.  Statements of account will be given to participating Employees
annually, which statements will set forth the amounts of payroll deductions, the
per share purchase price, the number of shares purchased and the remaining cash
balance, if any.

     19.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     Subject to any required action by the stockholders of the Company, the
number of shares of Common Stock covered by each option under the Plan which has
not yet been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under option
(collectively, the "Reserves") as well as the price per share of Common Stock
covered by each option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration".  Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering Period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board.  In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in lieu
of such assumption or substitution, to shorten the Offering Period then in
progress by setting a new Exercise Date (the "New Exercise Date").  If the Board
shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify
each participant in writing, at least thirty (30) days prior to the New Exercise
Date, that the Exercise Date for his option has been changed to the New Exercise
Date and that his option will be exercised automatically on the New Exercise
Date, unless prior to such date he has withdrawn from the Offering Period as
provided in paragraph 11.  For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets or
merger the option confers the right to purchase, for each share of option stock
subject to the option immediately prior to the sale of assets or merger the
consideration (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective date of the transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided,
however, that if such consideration received in the sale of assets or merger was
not solely common stock of the successor corporation or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock in the sale of assets or merger.

     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of the Company being consolidated with or merged into any other
corporation.


                                          12


     20.  AMENDMENT OR TERMINATION.

               (a)  The Board of Directors of the Company may at any time and
for any reason terminate or amend the Plan.  Except as provided in paragraph 19,
no such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise Date
if the Board determines that the termination of the Plan is in the best
interests of the Company and its stockholders.  Except as provided in paragraph
19, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant.  To the extent necessary to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
under Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain stockholder approval in
such a manner and to such a degree as required.

               (b)  Without stockholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods, limit
the frequency and/or number of changes in the amount withheld during an Offering
Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the
amount designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and crediting
procedures to ensure that amounts applied toward the purchase of Common Stock
for each participant properly correspond with amounts withheld from the
participant's Compensation, and establish such other limitations or procedures
as the Board (or its committee) determines in its sole discretion advisable
which are consistent with the Plan.

     21.  NOTICES.

     All notices or other communications by a participant to the Company under
or in connection with the Plan shall be deemed to have been duly given when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

     22.  CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued with respect to an option unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

     As a condition to the exercise of an option, the Company may require the
person exercising such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.

     23.  TERM OF PLAN.

     The Plan shall be come effective upon the earlier to occur of its adoption
by the Board of Directors or its approval by the stockholders of the Company.
It shall continue for a term of twenty (20) years unless sooner terminated under
Section 20.


                                          13


                                      EXHIBIT A

                           QUICKTURN DESIGN SYSTEMS, INC.

                    1993 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

                               SUBSCRIPTION AGREEMENT



____ Original Application                          Offering Date: ____________
____ Change in Payroll Deduction Rate
____ Change of Beneficiary

     1.   _____________________________________________ hereby elects to
participate in the Quickturn Design Systems, Inc. 1993 Employee Qualified Stock
Purchase Plan (the "Stock Purchase Plan") and subscribes to purchase shares of
the Company's Common Stock in accordance with this Subscription Agreement and
the Stock Purchase Plan.

     2.   I hereby authorize payroll deductions from each paycheck in the amount
of __________% of my Compensation on each payday (not to exceed 10% of
Compensation) during the Offering Period in accordance with the Stock Purchase
Plan.     (Please note that no fractional percentages are permitted).  Such
deductions are to continue for succeeding Offering Periods under the Stock
Purchase Plan until I give written instructions for a decrease in or termination
of such deductions.

     3.   I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price determined
in accordance with the Stock Purchase Plan.  I further understand that, except
as otherwise set forth in the Stock Purchase Plan, shares will be purchased for
me automatically on each Exercise Date of the Offering Period unless I otherwise
withdraw from the Stock Purchase Plan by giving written notice to the Company
for such purpose.

     4.   Shares purchased for me under the Stock Purchase Plan should be issued
in the name(s) of (Employee or Employee and Spouse as Joint Tenants with Right
of Survivorship):______________________________________________________________
_______________________________________________________________________________.

     5.   I acknowledge that, under the Internal Revenue Code, there are special
tax "holding period" rules that govern the tax consequences of buying and
selling shares under the Stock Purchase Plan.  I understand that if I dispose of
shares purchased under the Plan within two years of the Offering Date (i.e., the
first day of the Offering Period) or within one year of the Exercise Date (i.e.,
the date the shares are purchased), I will be treated for federal income tax
purposes as having received ordinary income at the time of the sale equal to the
difference between my purchase price and the market value of the stock ON THE
EXERCISE DATE.  Any amount in excess of that difference will be treated as
capital gain.  I hereby agree to notify the Company in writing within 30 days
after the date of any such disposition.

     I further understand that if I hold the shares for both the 2-year and
1-year holding periods described above, at the time I dispose of the shares I
will be treated for federal income tax purposes as having received ordinary
income in an amount equal only to the lesser of (1) 15% of the fair market value
of the shares on the Offering Date or (2) the difference between my purchase
price and the actual sale price for my stock.  Any additional gain I receive on
the sale will be treated as capital gain.

     6.   I understand that my participation in the Stock Purchase Plan is in
all respects subject to the terms of the Plan.


                                          14


     7.   I hereby agree to be bound by the terms of the Stock Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.

     8.   In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Purchase Plan:

NAME:  (Please print)_______________________________________________________
                        (First)             (Middle)               (Last)

__________________________          ___________________________________________
     Relationship

                ___________________________________________
               (Address)

NAME:  (Please print)_______________________________________________________
                        (First)              (Middle)              (Last)

__________________________         ___________________________________________
Relationship

                ___________________________________________
               (Address)

Employee's Social Security Number: ___________________________________________

Employee's Address: ___________________________________________

                    ___________________________________________

                    ___________________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



Dated:____________________         ___________________________________________
                                   Signature of Employee


                                          15


                                     EXHIBIT B

                           QUICKTURN DESIGN SYSTEMS, INC.

                    1993 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN

                                NOTICE OF WITHDRAWAL

     The undersigned participant in the Offering Period of the Quickturn Design
Systems, Inc. 1993 Employee Qualified Stock Purchase Plan which began on
____________, 19__ (the "Offering Date") hereby notifies the Company that he or
she hereby withdraws from the Offering Period.  He or she hereby directs the
Company to pay to the undersigned as promptly as possible all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her remaining option or
options for such Offering Period will be automatically terminated.  The
undersigned understands further that no further payroll deductions will be made
for the purchase of shares in the current Offering Period and the undersigned
shall be eligible to participate in succeeding Offering Periods only by
delivering to the Company a new Subscription Agreement.

          Name and Address of Participant

          ________________________________

          ________________________________

          ________________________________

          Signature

          ________________________________

          Date:__________________________


                                          16