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<SEC-DOCUMENT>0001045969-01-000355.txt : 20010330
<SEC-HEADER>0001045969-01-000355.hdr.sgml : 20010330
ACCESSION NUMBER:		0001045969-01-000355
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010329
GROUP MEMBERS:		WELLS FARGO & CO/MN
GROUP MEMBERS:		WELLS FARGO BANK INDIANA, N.A.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INNOVEDA INC
		CENTRAL INDEX KEY:			0000925072
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PREPACKAGED SOFTWARE [7372]
		IRS NUMBER:				931137888
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-49415
		FILM NUMBER:		1583470

	BUSINESS ADDRESS:	
		STREET 1:		293 BOSTON POST ROAD WEST
		CITY:			MARLBORO
		STATE:			MA
		ZIP:			01752
		BUSINESS PHONE:		5084800881

	MAIL ADDRESS:	
		STREET 1:		293 BOSTON POST RD WEST
		CITY:			MARLBORO
		STATE:			MA
		ZIP:			01752

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SUMMIT DESIGN INC
		DATE OF NAME CHANGE:	19960514

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WELLS FARGO & CO/MN
		CENTRAL INDEX KEY:			0000072971
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				410449260
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		420 MONTGOMERY ST
		STREET 2:		SIXTH & MARQUETTE
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94163
		BUSINESS PHONE:		6126671234

	MAIL ADDRESS:	
		STREET 1:		NORWEST CENTER
		STREET 2:		SIXTH & MARQUETTE
		CITY:			MINNEAPOLIS
		STATE:			MN
		ZIP:			55479

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORWEST CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTHWEST BANCORPORATION
		DATE OF NAME CHANGE:	19830516
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13G
<TEXT>

<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                                 Innoveda, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    45769F102
                                 (CUSIP Number)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>

                                       13G

CUSIP NO. 45769F102


1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo & Company
            Tax Identification No. 41-0449260

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]

3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    See Item 4
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  See Item 4
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 See Item 4
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      See Item 4

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             See Item 4

10)  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES

11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             See Item 4

12)  TYPE OF REPORTING PERSON

             HC

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

*See Item 4

                                       2
<PAGE>

                                       13G

CUSIP NO. 45769F102


1)  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Wells Fargo Bank Indiana, N.A.
            Tax Identification No. 35-0783575

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [x]
3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OF ORGANIZATION

            United States of America

NUMBER OF          (5)  SOLE VOTING POWER
SHARES                    See Item 4
BENEFICIALLY       (6)  SHARED VOTING POWER
OWNED BY                  See Item 4
EACH               (7)  SOLE DISPOSITIVE POWER
REPORTING                 See Item 4
PERSON             (8)  SHARED DISPOSITIVE POWER
WITH                      See Item 4

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             See Item 4

10)  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES

11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             See Item 4

12)  TYPE OF REPORTING PERSON

             BK

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

*See Item 4

                                       3
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

DISCLAIMER: Information in this Schedule 13G is provided solely for the purpose
of complying with Sections 13(d) and 13(g) of the Act and regulations
promulgated thereunder, and is not to be construed as an admission that Wells
Fargo & Company or any of its subsidiaries is the beneficial owner of the
securities covered by this Schedule 13G for any purpose whatsoever.

Item 1(a)  Name of Issuer:

           Innoveda, Inc.

Item 1(b)  Address of Issuer's Principal Executive Offices:

           293 Boston Post Road West
           Marlboro, MA  01752-4615

Item 2(a)  Name of Person Filing:

           1.  Wells Fargo & Company
           2.  Wells Fargo Bank Indiana, N.A.

Item 2(b)  Address of Principal Business Office:

           1.  Wells Fargo & Company
               420 Montgomery Street
               San Francisco, CA  94104

           2.  Wells Fargo Bank Indiana, N.A.
               P.O. Box 960
               Fort Wayne, IN 46801-960

Item 2(c)  Citizenship:

           1.  Wells Fargo & Company:  Delaware
           2.  Wells Fargo Bank Indiana, N.A.:  United States

Item 2(d)  Title of Class of Securities:

           Common Stock

Item 2(e)  CUSIP Number:

           45769F102

Item 3     The person filing is a:

           1.  Wells Fargo & Company:  Parent Holding Company in accordance with
               240.13d-1(b)(1)(ii)(G)
           2.  Wells Fargo Bank Indiana, N.A.:  Bank as defined in Section 3(a)
               (6) of the Act

                                       4
<PAGE>

Item 4   Ownership:

         Wells Fargo Bank Indiana, N.A. (the "Bank") may be deemed to
         beneficially own 8,967,714 shares of the common stock of Innoveda,
         Inc., par value $0.01 per share ("Common Stock"), as a result of the
         voting trust agreement (the "Agreement") among the Bank, as trustee,
         and DLJ ESC II, L.P., Sprout Capital VIII, L.P., Sprout Venture Capital
         L.P., Sprout Growth II, L.P., The Sprout CEO Fund, L.P., DLJ Capital
         Corporation, and Donaldson, Lufkin & Jenrette, Inc. (each, including
         any other person or entity for which Trust Shares (as defined below)
         are held by the Bank, a "Holder"). The 8,967,714 shares of Common Stock
         that the Bank may be deemed to beneficially own represent about 22.9%
         of the shares of Common Stock outstanding as of November 13, 2000.

         The following discussion of the Agreement is qualified in its entirety
         by reference to the Agreement, which is filed as Exhibit 1 hereto and
         incorporated herein by reference.

         Under the Agreement, the Bank issues certificates ("Trust
         Certificates") to evidence shares of Common Stock that have been
         transferred to and deposited with the Bank ("Trust Shares"). The Bank
         has the power to vote the Trust Shares in its sole discretion, subject
         to certain limitations on who it may communicate or consult with
         regarding the voting of the Trust Shares. Trust Shares may only be
         transferred as directed by the Holders or otherwise in accordance with
         the terms of the Agreement. Holders may not transfer Trust Shares
         unless the proposed transfer qualifies as an eligible transfer under
         the Agreement.

         The Agreement terminates on the earliest of (1) November 18, 2009, (2)
         the transfer of all Trust Shares in accordance with the Agreement, (3)
         the effective date of a liquidation or dissolution of Innoveda, Inc.,
         or (4) the written election of Donaldson, Lufkin & Jenrette, Inc. or
         the Holders of Trust Certificates representing at least 50% of the
         Trust Shares, provided that prior to such election certain conditions
         set forth in the Agreement have been met.

         Upon termination of the Agreement and the surrender by the Holders of
         their Trust Certificates to the Bank, the Bank will deliver
         certificates to the Holders for the number of shares of Common Stock
         represented by the Trust Certificates surrendered.

Item 5   Ownership of Five Percent or Less of a Class:

         If this statement is being filed to report the fact that as of the date
         hereof the reporting persons have ceased to be beneficial owners of
         more than five percent of the class of securities, check the following
         [ ].

                                       5
<PAGE>

Item 6   Ownership of More than Five Percent on Behalf of Another Person:

         Under the Agreement described in Item 4, the Holders (as defined in
         Item 4) may be deemed to have the right to receive or the power to
         direct the receipt of dividends from, or the proceeds from the sale of,
         the securities covered by this report. At February 28, 2001, Sprout
         Capital VIII, L.P. held Trust Certificates for shares of Common Stock
         that represented more than 5% of the shares of Common Stock outstanding
         as of November 13, 2000.

Item 7   Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

         See Attachment A.

Item 8   Identification and Classification of Members of the Group:

         Not applicable.

Item 9   Notice of Dissolution of Group:

         Not applicable.

Item 10  Certification:

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.

Signature.
- ---------

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

Date: March 21, 2001

WELLS FARGO & COMPANY



By:  /s/ Laurel A. Holschuh
         Laurel A. Holschuh, Senior Vice President
          and Secretary

                                       6
<PAGE>

                                  ATTACHMENT A
                                  ------------

The Schedule 13G to which this attachment is appended is filed by Wells Fargo &
Company on behalf of the following subsidiaries:

         Wells Fargo Bank Indiana, N.A. (1)




- ---------------------
(1)      Classified as a bank in accordance with Regulation 13d-1(b)(1)(ii)(B).

                                       7
<PAGE>

                                    EXHIBITS

Exhibit 1:        Voting Trust Agreement, dated as of November 18, 1999, among
                  DLJ ESC II, L.P., Sprout Capital VIII, L.P., Sprout Venture
                  Capital L.P., Sprout Growth II, L.P., The Sprout CEO Fund,
                  L.P., DLJ Capital Corporation, Donaldson, Lufkin & Jenrette,
                  Inc., and Wells Fargo Bank Indiana, N.A.

                                       8
<PAGE>

                                                                       Exhibit 1


                             VOTING TRUST AGREEMENT

                              Relating to Shares of

                             VIEWLOGIC SYSTEMS, INC.


     THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as
of November 18, 1999, by and among DLJ ESC II, L.P., Sprout Capital VIII, L.P.,
Sprout Venture Capital L.P., Sprout Growth II, L.P., The Sprout CEO Fund, L.P.,
DLJ Capital Corporation, Donaldson, Lufkin & Jenrette, Inc. and Norwest Bank
Indiana, N.A., as trustee (the "Trustee").

     WHEREAS, the parties hereto desire to record their arrangements with
respect to shares of Series A Voting Preferred Stock, par value $0.001 per
share, of Viewlogic Systems, Inc., a Delaware corporation whose principal
offices are located at 293 Boston Post Road West, Marlboro, MA 01752 (the
"Corporation ").

     NOW, THEREFORE, the parties hereto agree as follows:

     1.  CERTAIN DEFINITIONS.  In this Agreement:

         (a) "Control Affiliate" means DLJ or any person or entity controlling,
controlled by or under common control with, directly or indirectly, DLJ.

         (b) "DLJ" means Donaldson, Lufkin & Jenrette, Inc., a Delaware
corporation, and its successors.

         (c) "DLJSC" means Donaldson, Lufkin & Jenrette Securities Corporation,
a Delaware corporation, and its successors.

         (d) "DLJ Affiliate" means any person or entity who is a Control
Affiliate, Employee Affiliate or Other Affiliate.

         (e) "DLJCC" means DLJ Capital Corporation, a Delaware corporation,
wholly owned by DLJ.

         (f) "ESC" means DLJ ESC II, L.P.

         (g) "Employee Affiliate" means any person who is a director of or
employed by (or who is the spouse, relative or relative of a spouse, in each
case residing in the home of a person employed by) a Control Affiliate.

         (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (i) "Holder" means from time to time, any person or entity for which
Shares are held hereunder by the Trustee.

         (j) "Majority Holders" means from time to time, Holders of Trust
Certificates representing at least 50% of the Shares then deposited hereunder.
<PAGE>

         (k) "Other Affiliate" means any person or entity which has a
substantial business relationship with a Control Affiliate.

         (1) "Securities Act" means the Securities Act of 1933, as amended.

         (m) "Share Equivalents" means to the extent applicable, and unless the
context otherwise requires, all securities convertible into, exchangeable for,
or carrying the right to acquire, voting capital stock (of any class) of the
Corporation or subscriptions, warrants, options, rights or other arrangements
obligating the Corporation to issue or dispose of any of its shares of the
voting capital stock (of any class) or any ownership interest therein.

         (n) "Shares" means (i) all shares of the voting capital stock (of any
class) of the Corporation and (ii) Share Equivalents.

         (o) "Sprout Growth" means Sprout Growth II, L.P.

         (p) "Sprout VIII means Sprout Capital VIII, L.P.

         (q) "Sprout Venture Capital" means Sprout Venture Capital L.P.

         (r) "Sprout CEO Fund" means The Sprout CEO Fund, L.P.

     2.  DEPOSIT.

         (a) Sprout Growth, Sprout VIII, Sprout Venture Capital, ESC, Sprout CEO
Fund and DLJCC hereby assign and deliver or have caused to be assigned and
delivered to the Trustee to be held pursuant to this Agreement an aggregate of
8,583,700 Shares, in the amounts set forth on Schedule A hereto (the "initial
deposit") and, subject to the provisions of Section 2(b) below, DLJ shall assign
and deliver or cause to be assigned and delivered to the Trustee all Shares
owned by any DLJ Affiliate or acquired by any DLJ Affiliate at any time in
excess of five percent (5%) in the aggregate of the total number of shares of
the voting capital stock (of any class) of the Corporation outstanding. Each
person for whom Shares are held from time to time by the Trustee hereunder shall
be a Holder and shall be bound by all the provisions of this Agreement
applicable to Holders.

         (b) For purposes of determining for Section 2(a) only, whether more
than five percent (5%) in the aggregate of the total number of shares of the
voting capital stock (of any class) of the Corporation at any time outstanding
are owned by DLJ Affiliates, there shall be excluded from the calculation of
shares owned by DLJ Affiliates, and no deposit of Shares shall be required
hereunder as a consequence of any Shares:

             (A) held by DLJSC or any other Control Affiliate which is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), if such Shares are held in connection with its
normal trading activities as a broker-dealer; provided, however, that DLJ will
cause DLJSC or such other Control Affiliate to agree that it will not vote such
Shares,

             (B) held by DLJSC or any other Control Affiliate which is a
registered broker-dealer under the Exchange Act, if such Shares are held in a
syndicate or trading account and were acquired in its capacity as an underwriter
or placement agent whether in an offering registered under the Securities Act of
1933, as amended (the "1933 Act"), or

                                       2
<PAGE>

otherwise; provided, however, that DLJ will cause DLJSC or such other Control
Affiliate to agree that it will not vote such Shares,

             (C) held by DLJSC for the account of any person or entity other
than a Control Affiliate or Employee Affiliate or in the name of a customer
account, which customer is a person or entity other than a Control Affiliate or
Employee Affiliate; provided, however, that DLJSC may vote the Shares only when
instructed by the beneficial owner thereof or as otherwise permitted under the
rules of all exchanges, if any, on which the Shares are listed,

             (D) held by an Employee Affiliate other than a person holding the
position of Senior Vice President or above (or performing the comparable
function) of DLJ or any of its subsidiaries or held by an Other Affiliate,
unless in either case a contract or other arrangement (other than this
Agreement) regarding the voting of such Shares exists between such Employee
Affiliate or Other Affiliate and any Control Affiliate, or

             (E) held by the Trustee pursuant to this Agreement.

     3. TRANSFER ON BOOKS OF CORPORATION. The Trustee shall, to the extent
applicable, cause all Shares transferred to or deposited with it in its capacity
as Trustee hereunder to be transferred to it as Trustee on the books of the
Corporation and will issue and deliver to each Holder a Voting Trust Certificate
(a "Trust Certificate") for the number of Shares so transferred to the Trustee.

     4. FORM. Trust Certificates shall be in substantially the following form
(which such modifications as may be appropriate if the applicable Trust
Certificate represents rights or other arrangements with respect to the voting
stock defined as "Shares"):

       "THE TRANSFER OF THIS VOTING TRUST CERTIFICATE IS SUBJECT TO TERMS AND
       CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER
       18, 1999, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF VIEWLOGIC
       SYSTEMS, INC., A DELAWARE CORPORATION (THE "CORPORATION"). SUCH COPY IS
       OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE
       CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO
       SUCH VOTING TRUST AGREEMENT."

                                       3
<PAGE>

                             VIEWLOGIC SYSTEMS, INC.

                            VOTING TRUST CERTIFICATE

Certificate No. ______                          No. of Shares __________

     This certifies that ___________________________ (the "Holder") has
transferred to the undersigned Trustee or is otherwise the beneficial owner of
the above-stated number of Shares (as defined in the Voting Trust Agreement
referred to below) of Viewlogic Systems, Inc., a Delaware corporation (the
"Corporation"), to be held by the Trustee pursuant to the terms of the Voting
Trust Agreement dated as of ___________, 1999 (the "Voting Trust Agreement"), a
copy of which agreement has Corporation in the State of Delaware. The Holder, or
its registered assigns, will be entitled (i) to receive payments equal to any
and all cash dividends collected by the Trustee on the above-stated number of
Shares, (ii) to receive all other dividends or distributions except to the
extent that property received is required to be deposited in the trust created
by the Voting Trust Agreement, and (iii) to receive a certificate or
certificates representing that number of Shares on the termination of the Voting
Trust Agreement, in accordance with its provisions.

     This Voting Trust Certificate is transferable on the books maintained by
the Trustee at the principal office of the Trustee by the registered holder
hereof in person or by duly authorized attorney, and upon surrender hereof; and
until so transferred the Trustee may treat the registered holder hereof as the
absolute owner hereof for all purposes.

     The Holder and each subsequent registered holder hereof, by the acceptance
of this Voting Trust Certificate, agrees to be bound by all of the provisions of
the Voting Trust Agreement as fully as if its terms were set forth in this
Voting Trust Certificate.

     EXECUTED this _____ day of _________________, 1999


- ----------------------------
as Trustee

By:
    -------------------------
Name:
Title:
                                       4
<PAGE>

      [Form of Assignment for Reverse of Voting Trust Certificate]

     For value received, hereby sells, assigns, and transfers unto the within
Voting Trust Certificate and all rights and interests represented thereby, and
does hereby irrevocably constitute and appoint attorney to transfer such Voting
Trust Certificate on the books of the within-named Trustee with full power of
substitution in the premises.

                        Date: __________________________

                        Signed: _________________________

     5. ADDITIONAL TRUST CERTIFICATES. Any person may at any time deposit with
the Trustee additional certificates for Shares and thereby become a Holder
hereunder. Any DLJ Affiliate acquiring Shares shall, if required under this
Agreement, become a Holder by (a) depositing, or causing to be deposited,
certificates for Shares, dully endorsed for transfer, with the Trustee and (b)
accepting a Voting Trust Certificate in respect of such Shares.

     6. VOTING: POWERS. At all times prior to the termination of the voting
trust created herein, the Trustee shall have the exclusive right to vote the
Shares, or give written consent, in person or by proxy, at all meetings of
stockholders of the Corporation, and in all proceedings in which the vote or
consent, written or otherwise, of the holders of Shares may be required or
authorized by law.

     The Trustee shall have full power and authority to vote the Shares in its
sole and absolute discretion, it being understood that the Trustee will not
communicate or consult with or receive instruction from any DLJ Affiliate
regarding such voting of such Shares, and to do any and all other things and
take any and all other actions as fully as any stockholder of the Corporation
might do if personally present at a meeting of the stockholders of the
Corporation. The Trustee may rely (and shall be fully protected in so relying)
upon advisors; provided that such advisors are not DLJ Affiliates. At any time
upon the written request of the Trustee, DLJ shall promptly provide to the
Trustee such information as is reasonably necessary (including certificates
and/or other documents) in order to enable the Trustee to carry out the
foregoing obligations; provided that, for all purposes of this Agreement, the
Trustee shall have no duty to inquire or investigate whether a person or entity
is a DLJ Affiliate, shall not be responsible for and shall have no personal
liability in connection with identifying or failing to identify a person or
entity as a DLJ Affiliate unless a Responsible Officer of the Trustee has actual
knowledge that such person or entity is a DLJ Affiliate, and shall be entitled
to assume and be fully protected in assuming that a person or entity is not a
DLJ Affiliate unless a Responsible Officer of the Trustee has actual knowledge
that such person or entity is a DLJ Affiliate. "Responsible Officer of the
Trustee" shall mean an officer of the Trustee in its principal corporate trust
of office having primary responsibility for the administration of the voting
trust created under this Agreement.

     7. DIVIDENDS. If the Corporation pays or issues dividends or makes other
distributions on the Shares, the Trustee shall accept and receive such dividends
and distributions. Upon receipt of dividends and distributions the same shall be
prorated among the Holders in accordance with their interests and, subject to
the next sentence, the amount shall be distributed immediately pursuant to
transfer instructions set forth on Schedule B attached hereto. If the dividend
or distribution is in

                                       5
<PAGE>

Shares, such Shares shall be held by the Trustee under the voting trust created
herein and new Trust Certificates representing the Shares received shall be
issued to the Holders. Holders entitled to receive such dividends or
distributions, or Trust Certificates in respect thereof, described in this
Section 7 shall be those Holders registered as such on the transfer books of the
Trustee at the close of business on the day fixed by the Corporation for the
taking of a record to determine those holders of its stock entitled to receive
such dividends or distributions. The Trustee may, if reasonably required in
connection with any payment or distribution hereunder to a Holder, call for IRS
Form W-9 or other appropriate documentation from such Holder as a condition to
making such payment or distribution without deduction on account of withholding
taxes. In the performance of its duties to deliver cash dividends under this
Agreement, the Trustee shall not be obligated to risk its own funds and will not
be liable for taxes or other charges related to the delivery of such dividends
or distributions.

     8. TERMINATION. The voting trust created herein shall terminate on the
earlier to occur of:

         (a) ten years from the date hereof; or

         (b) The written election of the Majority Holders, but only if prior to
the time such notice is given:

             (i) DLJ shall have received an opinion of independent nationally
recognized counsel who are experts in matters involving the federal securities
law, that, immediately after such termination, no DLJ Affiliate will be an
"affiliate" of the Corporation within the meaning of Rule 144 under the
Securities Act; and

             (ii) Trustee shall have received a certificate of an officer of DLJ
(in relying on which the Trustee shall be fully protected) to the effect that
clause (i) above has been satisfied, together with a copy of the opinion called
for thereby; or

         (c) The written election of DLJ or the Majority Holders (notice of
which shall be provided to all other parties hereto and all other Holders), but
only if prior to the time the notice is given the Trustee shall have received a
certificate of an officer of DLJ to the effect that no DLJ Affiliate intends to
make a market in any security of the Corporation (in relying on which the
Trustee shall be fully protected); or

         (d) transfer of all of the Shares in accordance with Section 9; or

         (e) the effective date of a liquidation or dissolution of the
Corporation.

An election pursuant to section 8(b) or 8(c) above shall be effective upon
delivery of notice hereof (together with the required copy of the opinion) to
the Trustee.

     Upon the termination of the voting trust herein created, the Holders shall
surrender their Trust Certificates to the Trustee, and the Trustee shall deliver
or cause to be delivered to the Holders certificates (or the equivalent evidence
of ownership in the case of Share Equivalents) for Shares, properly endorsed for
transfer (to the extent necessary), equivalent to the number and type of Shares
the

                                       6
<PAGE>

beneficial interest in which was represented by the respective Trust
Certificates surrendered.

     9. TRANSFER. Except as provided in subsections (a), (b), (c), (d), (e) and
(f) of this Section 9, certificates (or the equivalent evidence of ownership in
the case of Share Equivalents) for Shares may not be delivered to a Holder, a
Holder's designee or any other third party prior to the termination of the
voting trust created herein.

         (a) A Holder may notify the Trustee in writing that the Holder desires
to cause a certificate or certificates (or the equivalent evidence of ownership
in the case of Share Equivalents) for Shares in which the Holder has a
beneficial interest hereunder to be transferred to any person or entity only if
such transfer is an Eligible Transfer as defined herein. Any person or entity
that acquires Shares pursuant to an Eligible Transfer is hereinafter referred to
as an "Eligible Transferee".

     For purposes of this Section 9 but subject to the limitations on transfer
set forth in this Section 9, an "Eligible Transfer" is defined as any transfer
of Shares

             (i) to a person who is not a DLJ Affiliate;

             (ii) to a person who is a DLJ Affiliate; provided that,
contemporaneously with such transfer the DLJ Affiliate (x) becomes a party to
this Agreement and (y) assigns and delivers such Shares to the Trustee to be
held pursuant to this Agreement.

             (iii) to an investment advisory account as to which a Control
Affiliate is an investment adviser, the assets of which account are not owned by
a Control Affiliate;

             (iv) to any Employee Affiliate other than a person holding the
position of Senior Vice President or above (or performing the comparable
function) of DLJ or any of its subsidiaries or to an Other Affiliate, unless in
either case a contract or other arrangement (other than this Agreement)
regarding the voting of such Shares exists between such Employee Affiliate or
Other Affiliate and any Control Affiliate:

             (v) to DLJSC for the account of any person or entity other than a
Control Affiliate or Employee Affiliate or in the name of a customer account,
which customer is a person or entity other than a Control Affiliate or an
Employee Affiliate; provided, however, that DLJSC may vote the shares only when
instructed by the beneficial owner thereof or as otherwise permitted under the
rules of all exchanges on which the Shares are listed; or

             (vi) by any Holder which is a limited partnership (a "Limited
Partnership") to a limited partner as long as such limited partner is not a
Control Affiliate and as long as the Limited Partnership will be fully divested
of dispositive and voting power over such Shares being transferred after such
transfer.

     Such notice shall name such Eligible Transferee and shall state (i) its
mailing address, (ii) the proposed transfer date (which date shall be not less
than five days after the Trustee's receipt of such notice), (iii) the number of
Shares to be transferred, and (iv) the consideration, if any, to be paid by such
Eligible Transferee therefor. The notice to the Trustee shall also contain a
representation that such transferee is an Eligible Transferee and shall be
accompanied by a Trust

                                       7
<PAGE>

Certificate or Certificates of the Holder, duly endorsed for transfer,
representing not less than the number of Shares to be transferred to the
Eligible Transferee. On the date specified in such notice, and upon receipt by
the Trustee from such Eligible Transferee of the specified consideration, if
any, the Trustee shall deliver: (i) to the Eligible Transferee, a certificate
for the number of Shares specified in such notice, registered in the name of the
Trustee and duly endorsed for transfer, and (ii) to the Holder, (x) a Trust
Certificate representing a number of shares equal to the number of Shares
represented by the surrendered Trust Certificate less the number of Shares
transferred to such Eligible Transferee, and (y) the consideration, if any,
received from such Eligible Transferee distributed immediately pursuant to
transfer instructions set forth on Schedule B attached hereto or otherwise
communicated to the Trustee in writing. Any Holder may, in connection with any
Eligible Transfer and in lieu of causing the Trustee to receive the specified
consideration from the Eligible Transferee, request the Trustee to release the
certificates for the Shares and the Trust Certificates against certification by
such Holder of receipt of the specified consideration from the Eligible
Transferee.

         (b) A Holder (hereinafter referred to as a "Requesting Party" for the
purpose of this Section 9(b)) may request of the Trustee in writing that the
Trustee transfer to such Requesting Party a certificate or certificates for
Shares in which the Requesting Party has a beneficial interest hereunder;
provided, however, that the Trustee shall not honor such request if after giving
effect thereto the Holders and all other DLJ Affiliates will own in the
aggregate in excess of five percent (5%) of the total number of shares then
outstanding of the voting capital stock (of all classes) of the Corporation
computed as set forth in Section 2(b) hereof, and provided further if the
Requesting Party is not DLJ, the Trustee shall not honor such request unless DLJ
consents in writing to such request. In determining, for purposes of this
Section 9(b) only, whether DLJ Affiliates will own in the aggregate in excess of
5% of the total number of shares of the voting capital stock (of any class) of
the Corporation then outstanding, (x) no effect shall be given to the exclusions
set forth in Section 2(b), (y) shares of voting capital stock underlying Share
Equivalents owned by a DLJ Affiliate shall be deemed to be outstanding and owned
by such DLJ Affiliate and (z) shares of Common Stock held by the Trustee
pursuant to this Agreement shall be excluded. Such written request shall name
such Requesting Party and shall state (i) the proposed transfer date (which date
shall be not less than five days after the Trustee's receipt of such request),
and (ii) the number of Shares to be transferred. The notice to the Trustee shall
also be accompanied by (i) a Trust Certificate or Certificates of the Requesting
Party, duly endorsed for transfer, representing not less than the number of
Shares to be transferred to the Requesting Party and (ii) a certificate of an
officer of the Requesting Party and of DLJ certifying that after giving effect
to such request the Holders and all other DLJ Affiliates will own in the
aggregate five percent (5%) or less of the total number of shares then
outstanding of the voting capital stock (of all classes) of the Corporation. On
the date specified in such request, and upon receipt by the Trustee from the
Requesting Party of such certificates, the Trustee shall deliver to the
Requesting Party a certificate (or the equivalent evidence of ownership in the
case of Share Equivalents) for the number of Shares specified in such notice,
registered in the name of the Trustee and duly endorsed for transfer.

         (c) Any Eligible Transferee to whom a Trust Certificate has been
transferred may notify the Trustee in writing that it desires to cause a
certificate or certificates for Shares in which it has a

                                       8
<PAGE>

beneficial interest to be transferred to it. Such notice shall name such
Eligible Transferee and shall state (i) its mailing address, (ii) the proposed
transfer date (which date shall be not less than five days after the Trustee's
receipt of such notice), (iii) the number of Shares to be transferred and (iv)
that such transferee is an Eligible Transferee. The notice to the Trustee shall
also be accompanied by a Trust Certificate or Certificates of the Eligible
Transferee, duly endorsed for transfer, representing not less than the number of
Shares to be transferred to the Eligible Transferee. On the date specified in
such notice, the Trustee shall deliver to the Eligible Transferee: (i) a
certificate for the number of Shares specified in such notice, registered in the
name of the Trustee and duly endorsed for transfer, and (ii) a Trust Certificate
representing a number of Shares equal to the number of Shares represented by the
surrendered Trust Certificate less the number of Shares transferred to such
Eligible Transferee.

         (d) A Holder may at any time direct the Trustee by notice in writing to
transfer a certificate or certificates for Shares in which the Holder has a
beneficial interest hereunder (i) to an underwriter or placement agent
(including DLJSC) in connection with a public offering of the Shares registered
under the 1933 Act or otherwise or (ii) in connection with sales made pursuant
to Rule 144 under the 1933 Act through a broker-dealer (including DLJSC). Such
notice shall state (a) the underwriter's, placement agent's or broker dealer's
mailing address, (b) the proposed transfer date (which date shall not be less
than five days after the Trustee's receipt of such notice), (c) the number of
Shares to be transferred, and (d) the consideration, if any, to be paid. The
notice shall also be accompanied by a certificate of an officer of the Holder
certifying that the purpose of such request is being made solely for sales made
in connection with a public offering or private placement of the Shares or sales
made pursuant to Rule 144 under the 1933 Act and a Trust Certificate or
Certificates of the Holder, duly endorsed for transfer, representing not less
than the number of Shares to be transferred. The Trustee shall be entitled to
conclusively rely upon such certificate. On the date specified in such notice,
and upon receipt by the Trustee from such underwriter, placement agent or such
other transferee of the specified consideration, if any, the Trustee shall
deliver: (x) to the underwriter, placement agent or such other transferee, a
certificate for the number of Shares specified in such notice, registered in the
name of the Trustee and duly endorsed for transfer, and (y) to the Holder, a
Trust Certificate representing a number of Shares equal to the number of Shares
represented by the surrendered Trust Certificate less the number of Shares
transferred to such underwriter, placement agent or such other transferee, and
(z) to the Holder the consideration, if any, received from such underwriter,
placement agent or such other transferee. Such consideration shall be
distributed promptly to the Holder pursuant to transfer instructions set forth
on Schedule B attached hereto. Any Holder may, in connection with any such
transfer and in lieu of causing the Trustee to receive the specified
consideration from the underwriter or other transferee, request the Trustee to
release the certificates for the Shares and the Trust Certificates against
certification by such Holder of receipt of the specified consideration from the
underwriter or other transferee.

     Notwithstanding the foregoing, if the Holder intends to transfer Shares
pursuant to the exercise of the over-allotment option granted to the
underwriters in connection with the initial public offering of the shares of
Common Stock of the Corporation, the transfer date in the notice may be less
than five but shall not be less than two days after the Trustee's receipt of
such notice.

                                       9
<PAGE>

         (e) In connection with any transfer of Shares under Section 9(a)(i),
(iv) or (v), the Holder (together with any other Holders who may be acting in
concert) shall not direct the Trustee to transfer, whether in a single
transaction or in a series of related transactions, a certificate or
certificates (or the equivalent evidence of ownership in the case of Share
Equivalents) for Shares representing ten percent (10%) or more of the total
number of shares then outstanding of the voting capital stock (of all classes)
of the Corporation, where such transfer is to a single Eligible Transferee or to
Eligible Transferees acting as a group. Notwithstanding the foregoing, the
limitation on transfer under this section shall not be applicable to a transfer
of Shares in connection with (A) any acquisition of the Corporation, whether by
merger, reorganization or sale of all of all or substantially all of the assets
of the Corporation, in which the holders of the Common Stock of the Corporation
prior to the merger, consolidation or sale cease to hold at least 51% of the
Common Stock of the surviving entity or (B) in response to an offer to purchase
or exchange for cash or other consideration any voting stock (i) which is made
by or on behalf of the Corporation, or (ii) which is made by another person or
group and is not opposed by the Board of Directors of the Corporation within the
time the Board is required under the regulations under the Exchange Act to
advise the stockholders of the Corporation of the Board's position on such
offer, or (C) any other offer by another person or group to purchase or exchange
for cash or other consideration any voting capital stock which, if successful,
would result in such person or group owning or having the right to acquire
voting capital stock representing a majority of the total voting power of the
Corporation then in effect.

         (f) In connection with any transfer of Shares under Section 9(d), DLJ
shall use its reasonable best efforts to ensure that the public offering or
private placement as it relates to Shares for sale by or on behalf of the Holder
(together with any other Holder who may be participating in such offering or
placement) shall be structured to distribute such shares through an underwriter,
placement agent or otherwise in such a manner as will not result in a sale or
sales of the Shares representing ten percent (10%) or more of the total number
of shares then outstanding of the voting capital stock (of all classes) of the
Corporation to any person or group.

         Nothing in this Section 9 or elsewhere in this Agreement shall prohibit
a Holder from transferring Trust Certificates in accordance with the terms of
the Trust Certificates.

     10. INCREASE OR DECREASE IN NUMBER OF SHARES. In the event of an increase
in the number of Shares by virtue of a stock split or the decrease in the number
of Shares because of a contraction of shares or a change in the number of
outstanding shares as a result of some other recapitalization in which the
Corporation receives no consideration for the issuance of the additional or
reduced number of shares, the new additional or changed number of Shares shall
be held by the Trustee under this Agreement, the Trust Certificates outstanding
immediately prior to such increase, decrease or change in the number of
outstanding Shares shall thereupon represent the beneficial interest in the
number of Shares to which the Holders are entitled as a result of such increase,
decrease or change, and new Trust Certificates representing the appropriate
changed number of Shares shall be issued to Holders upon surrender of the then
existing Trust Certificates.

     11. SUCCESSOR TRUSTEE. There shall initially be one Trustee of the voting
trust created herein. Upon the liquidation, dissolution, winding-up, suspension,
incapacity, resignation or removal (in

                                       10
<PAGE>

accordance with Section 12 below) of the initial Trustee, DLJ or the Majority
Holders shall appoint a successor Trustee; provided, however, that such
successor Trustee may not be a Control Affiliate, an Employee Affiliate, or an
Other Affiliate unless such Other Affiliate is a bank or trust company. In the
event a successor Trustee shall not have been appointed within 30 days of such
removal, the Trustee may petition a court of competent jurisdiction to appoint
such a successor. In the event that the Trustee consolidates with, merges or
converts into, or transfers all or substantially all of its corporate trust
assets to, another corporation that is a bank or trust company, the surviving or
transferee corporation may become the successor Trustee upon notice to the
signatories hereto, but without further action by the signatories or any Holder.

     12.  REMOVAL/RESIGNATION OF TRUSTEE.

         (a) A Trustee may be removed at the instance of DLJ or the Majority
Holders:

             (i) if it is determined as a result of binding arbitration pursuant
to this Section 12, that either the Trustee (A) willfully and materially
violated the terms of the trust created herein, or (B) the Trustee has been
guilty of malfeasance, misfeasance or dereliction of duty hereunder;

             (ii) if the Trustee shall have commenced a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, or shall have consented to any such relief or to the appointment
of or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall have made a general assignment for the
benefit of creditors, or shall have failed generally to pay its debts as they
become due, or shall have taken any corporate action to authorize any of the
foregoing; or

             (iii) if an involuntary case or other proceeding shall have been
commenced against the Trustee seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall have remained undismissed and unstayed for a period of 60 days; or an
order for relief shall have been entered against the Trustee under the federal
bankruptcy laws as now or hereafter in effect.

         (b) If DLJ or the Majority Holders determines that a basis exists for
removal of the Trustee under Section 12(a) above, they shall deliver written
notice of such determination to the Trustee stating the basis for such removal.

         (c) Any arbitration pursuant to this Section 12 shall be conducted in
accordance with this Section 12(c). DLJ, the Holders, and the Trustee agree and
hereby acknowledge that only the propriety of the removal of the Trustee
pursuant to this Section 12 shall be subject to arbitration and that no other
controversies arising under this Agreement shall be subject to arbitration
unless otherwise expressly agreed by the Trustee, DLJ, and the Holders in a
separate document. Such arbitration

                                       11
<PAGE>

shall be governed by the commercial rules of the American Arbitration
Association to the extent not inconsistent with this Agreement. Such arbitration
shall be conducted in New York, New York. Within 15 days after the notice
required by Section 12(b) above, the Trustee shall choose one arbitrator and DLJ
or the Majority Holders shall choose one arbitrator; and, within 15 days after
the selection of both such chosen arbitrators, the two chosen arbitrators shall
choose an impartial third arbitrator. The decision of a majority of such
arbitrators shall be final and binding on DLJ, the Holders and the Trustee.

         (d) The Trustee may resign its position as such hereto, but only if a
successor Trustee, appointed as provided for in Section 11 above, has agreed to
serve as such effective upon the effectiveness of the resignation of the Trustee
then acting, or (ii) in any event upon thirty days' written notice to DLJ.

     13. ACCEPTANCE OF TRUST: TRUSTEE MAY OWN SHARES. The Trustee hereby accepts
the trust created hereby and agrees to carry out the terms and provisions hereof
but assumes no responsibility for the management of the Corporation or for any
action taken by it, by any person elected as a director of the Corporation or by
the Corporation pursuant to any vote cast or consent given by the Trustee.
Nothing in this Agreement shall prevent the Trustee from owning shares or
options to purchase shares in its individual capacity or in any capacity other
than as trustee hereunder or for any DLJ Affiliate.

     14. TRUSTEE NOT AN AFFILIATE. The Trustee represents that it is a bank or
trust company which is not a Control Affiliate or an Employee Affiliate.

     15. COMPENSATION: EXPENSES. Reasonable expenses lawfully incurred in the
administration of the Trustee's duties hereunder shall be reimbursed to it by
DLJ; provided that charges in respect of such expenses not directly attributable
to the Trustee's performance of its duties hereunder shall not in any year
exceed in the aggregate five percent (5%) of the total annual fees hereunder.
During the period of its services hereunder, the Trustee shall receive from DLJ
(i) an initial fee of $3,000.00; (ii) thereafter, during the period of its
services hereunder, a fee of $4,500.00 per annum, payable quarterly in arrears
and (iii) thereafter, such fee as the parties may from time to time agree. Such
compensation, expenses and fees payable under this Section 15 shall survive the
termination of this Agreement.

     16. MERGER, ETC. Upon any merger, consolidation, reorganization or
dissolution of the Corporation or the sale of all or substantially all of the
assets of the Corporation pursuant to which shares of capital stock or other
voting securities of another entity are to be issued in payment or exchange for
or upon conversion of Shares and other voting securities, the shares of said
other entity shall automatically be and become subject to the terms of this
Agreement and be held by the Trustee hereunder in the same manner and upon the
same terms as the Shares, and in such event the Trustee shall issue to the
Holders that have deposited Shares with the Trustee new Trust Certificates in
lieu of the old Trust Certificates for the appropriate number of shares and
other voting securities of such other entity.

     At the request of any Holder, the Trustee may transfer, sell or exchange or
join with the Holder in such transfer, sale or exchange of Shares and other
voting securities in exchange for shares of another corporation, and in said
event the shares and other voting securities of the other corporation received
by the transferor shall be and become

                                       12
<PAGE>

subject to this Agreement and be held by the Trustee hereunder in the same
manner as the Shares.

     17. NOTICES. All notices, reports, statements and other communications
directed to the Trustee from the Corporation shall be forwarded promptly by the
Trustee to DLJ and each Holder. All notices, notices of election and other
communications required herein shall be given in writing by overnight courier,
telegram or facsimile transmission and shall be addressed, or sent, to the
appropriate addresses as set forth beneath the signature of each party hereto,
or at such other address as to which notice is given in accordance with this
Section 17.

     18. INDEMNITY, ETC. The Trustee shall be indemnified from and against any
and all loss, liability, claim, damage and expense whatsoever (including, but
not limited to, any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation, commenced or
threatened, or any claims whatsoever) (the "Indemnified Claims") arising out of
or based upon this Agreement, or the actions or failures to act of the Trustee
hereunder, except to the extent such loss, liability, claim, damage or expense
is caused by or results from the Trustee's gross negligence or willful
misconduct (as determined by a final and unappealable order of a court of
competent jurisdiction). DLJ agrees that it will indemnify and hold harmless the
Trustee from and against any Indemnified Claims. DLJ's obligation hereunder
shall survive the transfer of all or any of the Shares from the trust, the
termination of the voting trust created herein, or thc resignation or removal of
the Trustee.

     The Trustee shall be entitled to the prompt reimbursement for its
out-of-pocket expenses (including reasonable attorneys' fees and expenses)
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, arising out of or based upon this Agreement, or the
actions or failures to act of the Trustee hereunder, without regard to the
outcome of such litigation; provided, however, that the Trustee shall be
obligated to return any such reimbursement if it is subsequently determined by a
final and unappealable order of a court of competent jurisdiction that the
Trustee was grossly negligent or engaged in willful misconduct in the matter in
question. Such expenses shall be payable by DLJ.

     If a claim under this Section 18 is not paid in full within 30 days after a
written claim has been submitted by the Trustee, the Trustee may at any time
thereafter bring suit to recover the unpaid amount of the claim and, if
successful in whole or in part, the Trustee shall be entitled to be paid also
the expense of prosecuting such claims.

     The Trustee is authorized and empowered to construe this Agreement and its
construction of the same, made in good faith, shall be final, conclusive, and
binding upon all Holders and all other parties interested. The Trustee may, in
its discretion, consult with counsel to be selected and employed by it, and the
reasonable fees and expenses of such counsel shall be an expense for which the
Trustee is entitled to indemnity hereunder.

     19. CERTAIN CALCULATIONS. For purposes of Sections 2 and 9 and the
definition of ',Majority Holders,', a Holder owning a Trust Certificate
representing Shares defined as such by Section 1(p) shall, in respect of such
ownership, be deemed to be the Holder of a Trust Certificate representing the
number of shares of voting capital stock of the Corporation that the Trustee,
acting on behalf of such Holder, may

                                       13
<PAGE>

acquire, whether by conversion, subscription or otherwise, pursuant to or by
reason of ownership of such Shares.

     20. COUNTERPARTS. This Agreement may be executed in multiple counterparts
all of which counterparts together shall constitute one agreement. Upon
execution of this Agreement and the establishment of the voting trust created
herein, the Trustee shall cause a copy of this Agreement to be filed in the
registered office of the Corporation in the State of Delaware and the Agreement
shall be open to inspection in the manner provided for inspection under the laws
of the State of Delaware.

     21. CHOICE OF LAW. This Agreement is intended by the parties to be a voting
trust agreement under Section 218 of the General Corporation Law of the State of
Delaware and shall be governed and construed in accordance with the laws of the
State of Delaware.

     22. BOND. The Trustee shall not be required to provide any bond to secure
the performance of his duties hereunder.

     23. RELIANCE. The Trustee, the signatories hereto and each Holder
acknowledge that DLJ will rely on this Agreement in complying with the federal
securities laws. The Trustee acknowledges that DLJ will rely on the Trustee
abiding by the terms of this Agreement, including, without limitation, that (x)
the Trustee will vote the Deposited Shares in its sole and absolute discretion
and will not consult with any DLJ Affiliate regarding the voting of such Shares
and (y) the Trustee will not consent to any amendment or waiver of this
Agreement prohibited by Section 24 hereof whether or not such amendment or
waiver is approved by each of the parties hereto and the Holders. DLJ will cause
each Control Affiliate to perform the covenants hereof that are applicable to
Control Affiliates.

     24. AMENDMENTS AND WAIVER. This Agreement may not be amended or waived in
any material respect unless DLJ shall have delivered to the Trustee an opinion
(in relying on which the Trustee shall be fully protected) of independent
nationally recognized counsel who are experts in matters involving the federal
securities law, that, immediately after such amendment or waiver, no DLJ
Affiliate will be an "affiliate" of the Corporation within the meaning of Rule
144 under the Securities Act. Subject to the foregoing, this Agreement may be
amended with the written consent of the Trustee, DLJ and the Majority Holders,
and if so amended then this Agreement (as so amended) shall bind all of the
parties hereto and all of the Holders.

     25. SEVERABILITY. In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

                                       14
<PAGE>

     EXECUTED as of the date and year first above written.

NORWEST BANK INDIANA, N.A.

By:             /s/ Marian L. Steffen
    Name:       Marian L. Steffen
    Title:      Assistant Vice President
    Address:    Corporate Trust Department
                Norwest Bank Indiana, N.A.
                11 East Wayne Street
                Fort Wayne, IN  46802
                MAC N8622-033
    Attention:  Melvin W. Bredemeier
    Telephone:  219-461-6496
    Facsimile:  219-461-6480


DONALDSON, LUFKIN & JENRETTE, INC.

By:               /s/ Lucia D. Swanson
      Name:       Lucia D. Swanson
      Title:      Senior Vice President
      Address:    277 Park Avenue
                  New York, New York  10172
      Attention:  Lucia Swanson, Esq.
      Telephone:  212- 892-3280
      Facsimile:  212-892-8215

                                       15
<PAGE>

SPROUT VENTURE CAPITAL, L.P.

By:  DLJ CAPITAL CORPORATION
     Its: Managing General Partner
          By:           /s/ Arthur S. Zuckerman
                Name:       Arthur S. Zuckerman
                Title:      Vice President
                Address:    277 Park Avenue
                            New York, New York  10172
                Attention:  Arthur S. Zuckerman
                Telephone:  212-892-4866
                Facsimile:  212-892-3444


SPROUT CAPITAL VIII, L.P.

By:  DLJ CAPITAL CORPORATION
     Its:  Managing General Partner
           By:              /s/ Arthur S. Zuckerman
                Name:       Arthur S. Zuckerman
                Title:      Vice President
                Address:    277 Park Avenue
                            New York, New York  10172
                Attention:  Arthur S. Zuckerman
                Telephone:  212-892-4866
                Facsimile:  212-892-3444


DLJ ESC II, L.P.

By:   DLJ LBO PLANS MANAGEMENT CORPORATION
      Its:  Manager
            By:              /s/ Arthur S. Zuckerman
                Name:        Arthur S. Zuckerman
                Title:       Vice President
                Address:     277 Park Avenue
                             New York, New York  10172
                Attention:   Arthur S. Zuckerman
                Telephone:   212-892-4866
                Facsimile:   212-892-3444

                                       16
<PAGE>

DLJ CAPITAL CORPORATION

By:  /s/ Arthur S. Zuckerman
     Name:       Arthur S. Zuckerman
     Title:      Vice President
     Address:    277 Park Avenue
                 New York, New York  10172
     Attention:  Arthur S. Zuckerman
     Telephone:  212-892-4866
     Facsimile:  212-892-3444

                                       17
<PAGE>

                               SCHEDULE A
                            (Initial Deposit)

       Name                                    Shares Deposited

Sprout Venture Capital, L.P.                               0

Sprout Capital VIII, L.P.                          4,863,715

DLJ ESC II, L.P.                                   1,136,079

Sprout Growth II, L.P.                             2,583,906

The Sprout CEO Fund, L.P.                                  0

DLJ Capital Corporation                                    0

Total                                              8,583,700

                                       18
<PAGE>

                             SCHEDULE B

                       TRANSFER INSTRUCTIONS

SPROUT VENTURE CAPITAL, L.P.

All payments shall be made by check mailed to:

    Sprout Capital, L.P.
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

SPROUT CAPITAL VIII, L.P.

All payments shall be made by check mailed to:

    Sprout Capital VIII, L.P.
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

DLJ ESC II, L.P.

All payments shall be made by check mailed to:

    DLJ ESC II, L.P.
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

THE SPROUT CEO FUND, L.P.

All payments shall be made by check mailed to:

    The Sprout CEO Fund, L.P.
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

SPROUT GROWTH II, L.P.

All payments shall be made by check mailed to:

    The Sprout CEO Fund, L.P.
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

                                       19
<PAGE>

DLJ CAPITAL CORPORATION

All payments shall be made by check mailed to:

    DLJ Capital Corporation
    277 Park Avenue, 20th Floor
    New York, NY  10172
    Attention:  Arthur S. Zuckerman

                                       20
<PAGE>

THE TRANSFER OF THIS VOTING TRUST CERTIFICATE IS SUBJECT TO TERMS AND CONDITIONS
SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 18,1999, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF VIEWLOGIC SYSTEMS, INC., A DELAWARE
CORPORATION (THE "CORPORATION"). SUCH COPY IS OPEN TO INSPECTION DAILY DURING
BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE
VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT.

                             VIEWLOGIC SYSTEMS, INC.

                            VOTING TRUST CERTIFICATE

Certificate No. _____                              No. of Shares:_______ shares
                                              of Common Stock, par value
                                                         $.001 per share

     This certifies that __________________________ (the "Holder") has
transferred to the undersigned Trustee or is otherwise the beneficial owner of
the above-stated number of Shares (as defined in the Voting Trust Agreement
referred to below) of Viewlogic Systems, Inc., a Delaware corporation (the
"Corporation"), to be held by the Trustee pursuant to the terms of the Voting
Trust Agreement dated as of _____________________, 1999 (the "Voting Trust
Agreement"), a copy of which agreement has been delivered to the above-named
Holder and filed in the registered office of the Corporation in the State of
Delaware. The Holder, or its registered assigns, will be entitled (i) to receive
payments equal to any and all cash dividends collected by the Trustee on the
above-stated number of Shares, (ii) to receive all other dividends or
distributions except to the extent that property received is required to be
deposited in the trust created by the Voting Trust Agreement, and (iii) to
receive a certificate or certificates representing that number of Shares on the
termination of the Voting Trust Agreement, in accordance with its provisions.

     This Voting Trust Certificate is transferable on the books maintained by
the Trustee at the principal of office of the Trustee by the registered holder
hereof in person or by duly authorized attorney, and upon surrender hereof; and
until so transferred the Trustee may treat the registered holder hereof as the
absolute owner hereof for all purposes

     The Holder and each subsequent registered holder hereof, by the acceptance
of this Voting Trust Certificate, agrees to be bound by all of the provisions of
the Voting Trust Agreement as fully as if its terms were set forth in this
Voting Trust Certificate.

     EXECUTED this ______ day of __________________, 1999


- ------------------------------
as Trustee

By:
     --------------------------------
     Name:
     Title:

                                       21
<PAGE>

          [Form of Assignment for Reverse of Voting Trust Certificate]

    For value received, hereby sells, assigns, and transfers unto the within
Voting Trust Certificate and all rights and interests represented thereby, and
does hereby irrevocably constitute and appoint attorney to transfer such Voting
Trust Certificate on the books of the within-named Trustee with full power of
substitution in the premises.

                                Date:
                                       --------------------------------

                                Signed:
                                         ------------------------------

                                       22
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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