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               CERTIFICATE OF DESIGNATIONS OF THE PREFERRED STOCK
                                       OF
                             GATEFIELD CORPORATION
                                TO BE DESIGNATED
                      SERIES C CONVERTIBLE PREFERRED STOCK


GateField Corporation, a Delaware corporation (the "Corporation"), pursuant 
to authority conferred on the Board of Directors of the Corporation by the 
Certificate of Incorporation and in accordance with the provisions of Section 
151 of the General Corporation Law of the State of Delaware, certifies that 
the Board of Directors of the Corporation, at a meeting duly called and held, 
at which a quorum was present and acting throughout, duly adopted the 
following resolution:

RESOLVED:  That, pursuant to the authority expressly granted to and vested in 
the Board of Directors of the Corporation in accordance with the provisions 
of its Certificate of Incorporation, a series of Preferred Stock of the 
Corporation be and hereby is established, consisting of 300,000 shares, to be 
designated "Series C Convertible Preferred Stock" (hereinafter "Series C 
Preferred Stock"); that the Board of Directors be and hereby is authorized to 
issue such shares of Series C Preferred Stock from time to time and for such 
consideration and on such terms as the Board of Directors shall determine; 
and that, subject to the limitations provided by law and by the Certificate 
of Incorporation, the powers, designations, preferences and relative, 
participating, optional or other special rights of, and the qualifications, 
limitations or restrictions upon, the Series C Preferred Stock shall be as 
follows:

1.     DIVIDENDS.

(a)    The holders of shares of Series C Preferred Stock shall be entitled to 
receive dividends of $0.30 per share per annum (subject to appropriate 
adjustment in the event of any stock dividend, stock split, combination or 
other similar recapitalization affecting such shares), payable only when, as 
and if declared by the Board of Directors.  Such dividends shall not be 
cumulative and no right to such dividends shall accrue to the holders of 
shares of Series C Preferred Stock unless declared by the Board of Directors.

(b)    The Corporation shall not declare or pay any distributions (as defined 
below) on shares of Common Stock unless the Corporation has paid or set apart 
dividends with respect to the Series C Preferred Stock equal in the aggregate 
to not less than the total amount of dividends which would have been payable 
with respect to the shares of Series C Preferred Stock from their respective 
dates of issuance if dividends under paragraph (a) of this Section 1 were 
mandatory and cumulative.

(c)    For purposes of this Section 1, unless the context requires otherwise, 
"distribution" shall mean the transfer of cash or property without 
consideration, whether by way of dividend or otherwise, payable other than in 
Common Stock or other securities of the Corporation, or the 

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purchase or redemption of shares of the Corporation (other than repurchases 
of Common Stock held by employees or directors of, or consultants to, the 
Corporation upon termination of their employment or services pursuant to 
agreements providing for such repurchase at a price equal to the original 
issue price of such shares and other than redemptions in liquidation or 
dissolution of the Corporation) for cash or property, including any such 
transfer, purchase or redemption by a subsidiary of this Corporation.

2.     LIQUIDATION, DISSOLUTION OR WINDING UP; CERTAIN MERGERS, 
CONSOLIDATIONS AND ASSET SALES.

(a)    In the event of any voluntary or involuntary liquidation, dissolution 
or winding up of the Corporation, including any insolvency or bankruptcy 
proceeding affecting the Company which is not dismissed within sixty (60) 
days of the filing thereof, the holders of shares of Series C Preferred Stock 
then outstanding shall be entitled to be paid out of the assets of the 
Corporation available for distribution to its stockholders, after and subject 
to the payment in full of all amounts required to be distributed to the 
holders of Series B Convertible Preferred Stock (the "Series B Preferred 
Stock") and the holders of any other class or series of stock of the 
Corporation ranking on liquidation prior and in preference to the Series C 
Preferred Stock, but before any payment shall be made to the holders of 
Common Stock or any other class or series of stock ranking on liquidation 
junior to the Series C Preferred Stock (such Common Stock and other stock 
being collectively referred to as "Junior Stock") by reason of their 
ownership thereof, an amount equal to the greater of (i) $10.00 per share 
(subject to appropriate adjustment in the event of any stock dividend, stock 
split, combination or other similar recapitalization affecting such shares), 
plus any declared and unpaid dividends, or (ii) such amount per share as 
would have been payable had each such share been converted into Common Stock 
pursuant to Section 4 immediately prior to such liquidation, dissolution or 
winding up.  If upon any such liquidation, dissolution or winding up of the 
Corporation the remaining assets of the Corporation available for 
distribution to its stockholders shall be insufficient to pay the holders of 
shares of Series C Preferred Stock the full amount to which they shall be 
entitled, the holders of shares of Series C Preferred Stock and any class or 
series of stock ranking on liquidation on a parity with the Series C 
Preferred Stock shall share ratably in any distribution of the remaining 
assets and funds of the Corporation in proportion to the respective amounts 
which would otherwise be payable in respect of the shares held by them upon 
such distribution if all amounts payable on or with respect to such shares 
were paid in full.

(b)    After the payment of all preferential amounts required to be paid to 
the holders of Series B Preferred Stock, the holders of any other class or 
series of stock of the Corporation ranking on liquidation on a parity with 
the Series B Preferred Stock, the holders of Series C Preferred Stock and the 
holders of any other class or series of stock of the Corporation ranking on 
liquidation on a parity with the Series C Preferred Stock, upon the 
dissolution, liquidation or winding up of the 


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Corporation, the holders of shares of Junior Stock then outstanding shall be 
entitled to receive the remaining assets and funds of the Corporation 
available for distribution to its stockholders. 

(c)    In the event of any merger or consolidation of the Corporation into or 
with another corporation (except one in which the holders of capital stock of 
the Corporation immediately prior to such merger or consolidation continue to 
hold at least 80% by voting power of the capital stock of the surviving 
corporation), or the sale of all or substantially all the assets of the 
Corporation, if the holders of at least 51% of the then outstanding shares of 
Series B Preferred Stock so elect by giving written notice thereof to the 
Corporation at least three days before the effective date of such event, then 
such merger, consolidation or asset sale shall be deemed to be a liquidation 
of the Corporation, and all consideration payable to the stockholders of the 
Corporation (in the case of a merger or consolidation), or all consideration 
payable to the Corporation, together with all other available assets of the 
Corporation (in the case of an asset sale), shall be distributed to the 
holders of capital stock of the Corporation in accordance with Subsections 
2(a) and 2(b) above.  The Corporation shall promptly provide to the holders 
of shares of Series C Preferred Stock such information concerning the terms 
of such merger, consolidation or asset sale and the value of the assets of 
the Corporation as may reasonably be requested by the holders of Series C 
Preferred Stock.  If the holders of the Series B Preferred Stock make such an 
election, the Corporation shall use its best efforts to amend the agreement 
or plan of merger or consolidation to adjust the rate at which the shares of 
capital stock of the Corporation are converted into or exchanged for cash, 
new securities or other property to give effect to such election.  The amount 
deemed distributed to the holders of Series C Preferred Stock upon any such 
merger or consolidation shall be the cash or the value of the property, 
rights or securities distributed to such holders by the acquiring person, 
firm or other entity.  The value of such property, rights or other securities 
shall b determined in good faith by the Board of Directors of the 
Corporation.  If no notice of the election permitted by this Subsection (c) 
is given, the provisions of Subsection 4(h) shall apply.

3.     VOTING.

(a)    Each holder of outstanding shares of Series C Preferred Stock shall be 
entitled to the number of votes equal to the number of whole shares of Common 
Stock into which the shares of Series C Preferred Stock held by such holder 
are then convertible (as adjusted from time to time pursuant to Section 4 
hereof), at each meeting of stockholders of the Corporation (and written 
actions of stockholders in lieu of meetings) with respect to any and all 
matters presented to the stockholders of the Corporation for their action or 
consideration. Except as provided by law, by the provisions of Subsection 
3(b) or Subsection 3(c) below or by the provisions establishing any other 
series of Preferred Stock, holders of Series C Preferred Stock and of any 
other outstanding series of Preferred Stock shall vote together with the 
holders of Common Stock as a single class.


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(b)    The Corporation shall not amend, alter or repeal the preferences, 
special rights or other powers of the Series C Preferred Stock so as to 
affect adversely the Series C Preferred Stock without the written consent or 
affirmative vote of the holders of a majority of the then outstanding shares 
of Series C Preferred Stock given in writing or by vote at a meeting, 
consenting or voting (as the case may be) separately as a class.  For this 
purpose, without limiting the generality of the foregoing, the authorization 
of any shares of capital stock on a parity with, or with priority or 
preference over, the Series C Preferred Stock as to the right to receive 
either dividends or amounts distributable upon liquidation, dissolution or 
winding up of the Corporation shall be deemed to affect adversely the Series 
C Preferred Stock.

4.     OPTIONAL CONVERSION.  The holders of the Series C Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights"): 

(a)    RIGHT TO CONVERT.  Each share of Series C Preferred Stock shall be 
convertible, at the option of the holder thereof, at any time and from time 
to time, and without the payment of additional consideration by the holder 
thereof, into such number of fully paid and nonassessable shares of Common 
Stock as is determined by dividing $10.00 by the Conversion Price (as defined 
below) in effect at the time of conversion. The "Conversion Price" shall 
initially be $1.50 per share. Such initial Conversion Price, and the rate at 
which shares of Series C Preferred Stock may be converted into shares of 
Common Stock, shall be subject to adjustment as provided below. In addition, 
any declared and unpaid dividends in respect of shares of Series C Preferred 
Stock surrendered for conversion shall be convertible into such number of 
fully paid and nonassessable shares of Common Stock as is determined by 
dividing the aggregate dollar amount of such declared and unpaid dividends by 
the Conversion Price.

In the event of a notice of redemption of any shares of Series C Preferred 
Stock pursuant to Section 5 hereof, the Conversion Rights of the shares 
designated for redemption shall terminate at the close of business on the 
fifth business day preceding the date fixed for redemption, unless the 
redemption price is not paid when due, in which case the Conversion Rights 
for such shares shall continue until such price is paid in full. In the event 
of a liquidation of the Corporation, the Conversion Rights shall terminate at 
the close of business on the first full day preceding the date fixed for the 
payment of any amounts distributable on liquidation to the holders of Series 
C Preferred Stock.

(b)    FRACTIONAL SHARES.  No fractional shares of Common Stock shall be 
issued upon conversion of the Series C Preferred Stock.  In lieu of any 
fractional shares to which the holder would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the then 
effective Conversion Price.


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(c)    MECHANICS OF CONVERSION.

(i)    In order for a holder of Series C Preferred Stock to convert shares of 
Series C Preferred Stock into shares of Common Stock, such holder shall 
surrender the certificate or certificates for such shares of Series C 
Preferred Stock, at the office of the transfer agent for the Series C 
Preferred Stock (or at the principal office of the Corporation if the 
Corporation serves as its own transfer agent), together with written notice 
that such holder elects to convert all or any number of the shares of the 
Series C Preferred Stock represented by such certificate or certificates. 
Such notice shall state such holder's name or the names of the nominees in 
which such holder wishes the certificate or certificates for shares of Common 
Stock to be issued. If required by the Corporation, certificates surrendered 
for conversion shall be endorsed or accompanied by a written instrument or 
instruments of transfer, in form satisfactory to the Corporation, duly 
executed by the registered holder or his or its attorney duly authorized in 
writing.  The date of receipt of such certificates and notice by the transfer 
agent (or by the Corporation if the Corporation serves as its own transfer 
agent) shall be the conversion date ("Conversion Date").  The Corporation 
shall, as soon as practicable after the Conversion Date, issue and deliver at 
such office to such holder of Series C Preferred Stock, or to his or its 
nominees, a certificate or certificates for the number of shares of Common 
Stock to which such holder shall be entitled, together with cash in lieu of 
any fraction of a share.

(ii)   The Corporation shall at all times when the Series C Preferred Stock 
shall be outstanding, reserve and keep available out of its authorized but 
unissued stock, for the purpose of effecting the conversion of the Series C 
Preferred Stock, such number of its duly authorized shares of Common Stock as 
shall from time to time be sufficient to effect the conversion of all 
outstanding Series C Preferred Stock. Before taking any action which would 
cause an adjustment reducing the Conversion Price below the then par value of 
the shares of Common Stock issuable upon conversion of the Series C Preferred 
Stock, the Corporation will take any corporate action which may, in the 
opinion of its counsel, be necessary in order that the Corporation may 
validly and legally issue fully paid and nonassessable shares of Common Stock 
at such adjusted Conversion Price.

(iii)  Subject to Subsection 4(a) above, upon any such conversion, all 
declared and unpaid dividends on the shares of Series C Preferred Stock 
surrendered for conversion shall be paid to the holders thereof. 

(iv)   All shares of Series C Preferred Stock which shall have been 
surrendered for conversion as herein provided shall no longer be deemed to be 
outstanding and all rights with respect to such shares, including the rights, 
if any, to receive notices and to vote, shall immediately cease and terminate 
on the Conversion Date, except only the right of the holders thereof to 
receive shares of Common Stock in exchange therefor and payment of any 
dividends declared but unpaid thereon.  Any shares of Series C Preferred 
Stock so converted shall be retired and canceled and shall not be 


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reissued, and the Corporation (without the need for stockholder action) may 
from time to time take such appropriate action as may be necessary to reduce 
the authorized Series C Preferred Stock accordingly.

(v)    The Corporation shall pay any and all issue and other taxes that may 
be payable in respect of any issuance or delivery of shares of Common Stock 
upon conversion of shares of Series C Preferred Stock pursuant to this 
Section 4. The Corporation shall not, however, be required to pay any tax 
which may be payable in respect of any transfer involved in the issuance and 
delivery of shares of Common Stock in a name other than that in which the 
shares of Series C Preferred Stock so converted were registered, and no such 
issuance or delivery shall be made unless and until the person or entity 
requesting such issuance has paid to the Corporation the amount of any such 
tax or has established, to the satisfaction of the Corporation, that such tax 
has been paid.

(d)    ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS.  If the Corporation 
shall at any time or from time to time after the date on which a share of 
Series C Preferred Stock was first issued ("Original Issue Date") effect a 
subdivision of the outstanding Common Stock, the Conversion Price then in 
effect immediately before that subdivision shall be proportionately 
decreased. If the Corporation shall at any time or from time to time after 
the Original Issue Date combine the outstanding shares of Common Stock, the 
Conversion Price then in effect immediately before the combination shall be 
proportionately increased. Any adjustment under this paragraph shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective.

(e)    ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS.  In the event the 
Corporation at any time, or from time to time after the Original Issue Date 
shall make or issue, or fix a record date for the determination of holders of 
Common Stock entitled to receive, a dividend or other distribution payable in 
additional shares of Common Stock, then and in each such event the Conversion 
Price for the Series C Preferred Stock then in effect shall be decreased as 
of the time of such issuance or, in the event such a record date shall have 
been fixed, as of the close of business on such record date, by multiplying 
the Conversion Price for the Series C Preferred Stock then in effect by a 
fraction:

(1)    the numerator of which shall be the total number of shares of Common 
Stock issued and outstanding immediately prior to the time of such issuance 
or the close of business on such record date, and  

(2)    the denominator of which shall be the total number of shares of Common 
Stock issued and outstanding immediately prior to the time of such issuance 
or the close of business on such record date plus the number of shares of 
Common Stock issuable in payment of such dividend or distribution; 


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provided, however, if such record date shall have been fixed and such 
dividend is not fully paid or if such distribution is not fully made on the 
date fixed therefor, the Conversion Price for the Series C Preferred Stock 
shall be recomputed accordingly as of the close of business on such record 
date and thereafter the Conversion Price for the Series C Preferred Stock 
shall be adjusted pursuant to this paragraph as of the time of actual payment 
of such dividends or distributions; and provided further, however, that no 
such adjustment shall be made if the holders of Series C Preferred Stock 
simultaneously receive a dividend or other distribution of shares of Common 
Stock in a number equal to the number of shares of Common Stock as they would 
have received if all outstanding shares of Series C Preferred Stock had been 
converted into Common Stock on the date of such event.

(f)    ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS.  In the event the 
Corporation at any time or from time to time after the Original Issue Date 
for the Series C Preferred Stock shall make or issue, or fix a record date 
for the determination of holders of Common Stock entitled to receive, a 
dividend or other distribution payable in securities of the Corporation other 
than shares of Common Stock, then and in each such event provision shall be 
made so that the holders of the Series C Preferred Stock shall receive upon 
conversion thereof in addition to the number of shares of Common Stock 
receivable thereupon, the amount of securities of the Corporation that they 
would have received had the Series C Preferred Stock been converted into 
Common Stock on the date of such event and had they thereafter, during the 
period from the date of such event to and including the conversion date, 
retained such securities receivable by them as aforesaid during such period, 
giving application to all adjustments called for during such period under 
this paragraph with respect to the rights of the holders of the Series C 
Preferred Stock; and provided further, however, that no such adjustment shall 
be made if the holders of Series C Preferred Stock simultaneously receive a 
dividend or other distribution of such securities in an amount equal to the 
amount of such securities as they would have received if all outstanding 
shares of Series C Preferred Stock had been converted into Common Stock on 
the date of such event.

(g)    ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION.  If the 
Common Stock issuable upon the conversion of the Series C Preferred Stock 
shall be changed into the same or a different number of shares of any class 
or classes of stock, whether by capital reorganization, reclassification, or 
otherwise (other than a subdivision or combination of shares or stock 
dividend provided for above, or a reorganization, merger, consolidation, or 
sale of assets provided for below or in Subsection 2(c) hereof), then and in 
each such event the holder of each such share of Series C Preferred Stock 
shall have the right thereafter to convert each such share into the kind and 
amount of shares of stock and other securities and property receivable upon 
such reorganization, reclassification, or other change, by holders of the 
number of shares of Common Stock into which such shares of Series C Preferred 
Stock might have been converted immediately prior to such reorganization, 
reclassification, or change, all subject to further adjustment as provided 
herein.


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(h)    ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC.  In case of any 
consolidation or merger of the Corporation with or into another corporation 
or the sale of all or substantially all of the assets of the Corporation to 
another corporation (other than a consolidation, merger or sale which is 
covered by Subsection 2(c)), each share of Series C Preferred Stock shall 
thereafter be convertible (or shall be converted into a security which shall 
be convertible) into the kind and amount of shares of stock or other 
securities or property to which a holder of the number of shares of Common 
Stock of the Corporation deliverable upon conversion of such Series C 
Preferred Stock would have been entitled upon such consolidation, merger or 
sale; and, in such case, appropriate adjustment (as determined in good faith 
by the Board of Directors) shall be made in the application of the provisions 
in this Section 4 set forth with respect to the rights and interest 
thereafter of the holders of the Series C Preferred Stock, to the end that 
the provisions set forth in this Section 4 (including provisions with respect 
to changes in and other adjustments of the Conversion Price) shall thereafter 
be applicable, as nearly as reasonably may be, in relation to any shares of 
stock or other property thereafter deliverable upon the conversion of the 
Series C Preferred Stock.

(i)    NO IMPAIRMENT.  Without the consent of the holders of a majority of 
the outstanding shares of Series C Preferred Stock, the Corporation will not, 
by amendment of its Certificate of Incorporation or through any 
reorganization, transfer of assets, consolidation, merger, dissolution, issue 
or sale of securities or any other voluntary action, avoid or seek to avoid 
the observance or performance of any of the terms to be observed or performed 
hereunder by the Corporation, but will at all times in good faith assist in 
the carrying out of all the provisions of this Section 4 and in the taking of 
all such action as may be necessary or appropriate in order to protect the 
Conversion Rights of the holders of the Series C Preferred Stock against 
impairment. 

(j)    CERTIFICATE AS TO ADJUSTMENTS.  Upon the occurrence of each adjustment 
or readjustment of the Conversion Price pursuant to this Section 4, the 
Corporation at its expense shall promptly compute such adjustment or 
readjustment in accordance with the terms hereof and furnish to each holder 
of Series C Preferred Stock a certificate setting forth such adjustment or 
readjustment and showing in detail the facts upon which such adjustment or 
readjustment is based. The Corporation shall, upon the written request at any 
time of any holder of Series C Preferred Stock, furnish or cause to be 
furnished to such holder a similar certificate setting forth (i) such 
adjustments and readjustments, (ii) the Conversion Price then in effect, and 
(iii) the number of shares of Common Stock and the amount, if any, of other 
property which then would be received upon the conversion of Series C 
Preferred Stock.

(k)    NOTICE OF RECORD DATE.  In the event:

(i)    that the Corporation declares a dividend (or any other distribution) 
on its Common Stock 


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payable in Common Stock or other securities of the Corporation; 

(ii)   that the Corporation subdivides or combines its  outstanding shares of 
Common Stock;

(iii)  of any reclassification of the Common Stock of the  Corporation (other 
than a subdivision or combination of its outstanding shares of Common Stock 
or a stock dividend or stock distribution thereon), or of any consolidation 
or merger of the Corporation into or with another corporation, or of the sale 
of all or substantially all of the assets of the Corporation; or

(iv)   of the involuntary or voluntary dissolution, liquidation or winding up 
of the Corporation;

then the Corporation shall cause to be filed at its principal office or at 
the office of the transfer agent of the Series C Preferred Stock, and shall 
cause to be mailed to the holders of the Series C Preferred Stock at their 
last addresses as shown on the records of the Corporation or such transfer 
agent, at least ten days prior to the date specified in (A) below or twenty 
days before the date specified in (B) below, a notice stating

(A)    the record date of such dividend, distribution, subdivision or 
combination, or, if a record is not to be taken, the date as of which the 
holders of Common Stock of record to be entitled to such dividend, 
distribution, subdivision or combination are to be determined, or

(B)    the date on which such reclassification, consolidation, merger, sale, 
dissolution, liquidation or winding up is expected to become effective, and 
the date as of which it is expected that holders of Common Stock of record 
shall be entitled to exchange their shares of Common Stock for securities or 
other property deliverable upon such reclassification, consolidation, merger, 
sale, dissolution or winding up.

5.     REDEMPTION IN EVENT OF SERIES B PREFERRED STOCK REDEMPTION.

(a)    In the event that all of the shares of the Company's Series B 
Preferred Stock are redeemed by the Company pursuant to Section 5 of the 
Certificate of Designations of the Series B Convertible Preferred Stock of 
the Company, the holders of at least 51% of the then outstanding shares of 
Series C Preferred Stock may elect to either cause the Company to redeem the 
shares of Series C Preferred Stock, in whole or in part, at a redemption 
price equal to $10.00 per share plus declared and unpaid dividends thereon 
(subject to adjustment for stock splits, stock dividends, combinations or 
similar recapitalizations affecting such shares) in cash for each share of 
Series C Preferred Stock then redeemed (the "Redemption Price"), PROVIDED, 
HOWEVER, that the holders of shares of Series C Preferred Stock shall not be 
entitled to cause the Company to redeem the shares of Series C Preferred 
Stock until all the holders of shares of Series B Preferred Stock have 
received their full redemption price for the shares redeemed.


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(b)    At least fifteen (15) days prior to the date fixed by holders electing 
to redeem their shares of Series C Preferred Stock ("Redeeming Holders"), for 
any redemption of Series C Preferred Stock (hereinafter the "Redemption 
Date"), the Redeeming Holders shall send the Corporation written notice that 
notifies the Corporation of their election to redeem such shares, specifying 
the Redemption Date and the number of shares to be redeemed and calling upon 
the Corporation to pay the Redemption Price (such notice hereinafter referred 
to as the "Redemption Notice"). On or prior to the Redemption Date, each 
Redeeming Holder shall surrender his or its certificate or certificates 
representing such shares to the Corporation, and thereupon the Redemption 
Price of such shares shall be payable to the order of the person whose name 
appears on such certificate or certificates as the owner thereof and each 
surrendered certificate shall be canceled. In the event less than all the 
shares represented by any such certificate are redeemed, a new certificate 
shall be issued representing the unredeemed shares. From and after the 
Redemption Date, unless there shall have been a default in payment of the 
Redemption Price, all rights of the holders of the Series C Preferred Stock 
designated for redemption in the Redemption Notice as holders of Series C 
Preferred Stock of the Corporation (except the right to receive the 
Redemption Price without interest upon surrender of their certificate or 
certificates) shall cease with respect to such shares, and such shares shall 
not thereafter be transferred on the books of the Corporation or be deemed to 
be outstanding for any purpose whatsoever.


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GateField Corporation has caused this Certificate of Designations to be 
signed by James R. Fiebiger, its authorized officer, this 13th day of August, 
1998.



By:  /s/ James R. Fiebiger
     ---------------------
James R. Fiebiger
Chief Executive Officer