<PAGE>

                                                                  EXHIBIT 10.24


                                TABLE OF CONTENTS
                                                                           PAGE



1.   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

     1.1       "Actel Patent" . . . . . . . . . . . . . . . . . . . . . . . . 1

     1.2       "Actel Intellectual Property Right". . . . . . . . . . . . . . 1

     1.3       "Affiliate". . . . . . . . . . . . . . . . . . . . . . . . . . 1

     1.4       "Acquired Party" . . . . . . . . . . . . . . . . . . . . . . . 1

     1.5       "Acquiring Party". . . . . . . . . . . . . . . . . . . . . . . 1

     1.6       "Beneficial Owner" . . . . . . . . . . . . . . . . . . . . . . 2

     1.7       "Change in Ownership". . . . . . . . . . . . . . . . . . . . . 2

     1.8       "Confidential Information" . . . . . . . . . . . . . . . . . . 2

     1.9       "Control," . . . . . . . . . . . . . . . . . . . . . . . . . . 2

     1.10      "Cost of Sales". . . . . . . . . . . . . . . . . . . . . . . . 3

     1.11      "Distribution Products". . . . . . . . . . . . . . . . . . . . 3

     1.12      "Distribution Product Patents" . . . . . . . . . . . . . . . . 3

     1.13      "Distribution Product Software". . . . . . . . . . . . . . . . 3

     1.14      "Embedded Product" . . . . . . . . . . . . . . . . . . . . . . 3

     1.15      "End of Life" or "EOL" . . . . . . . . . . . . . . . . . . . . 3

     1.16      "GateField Patent" . . . . . . . . . . . . . . . . . . . . . . 3

     1.17      "GateField Intellectual Property Right". . . . . . . . . . . . 4

     1.18      "Intellectual Property Right". . . . . . . . . . . . . . . . . 4

     1.19      "Moral Rights" . . . . . . . . . . . . . . . . . . . . . . . . 4

     1.20      "Net Revenues" . . . . . . . . . . . . . . . . . . . . . . . . 4

     1.21      "New Product". . . . . . . . . . . . . . . . . . . . . . . . . 4

     1.22      "Next Generation". . . . . . . . . . . . . . . . . . . . . . . 4

     1.23      "Non-Acquired Party" . . . . . . . . . . . . . . . . . . . . . 4

     1.24      "Patent Costs" . . . . . . . . . . . . . . . . . . . . . . . . 4

     1.25      "Patent Recoveries". . . . . . . . . . . . . . . . . . . . . . 4

     1.26      "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

     1.27      "Product Qualification". . . . . . . . . . . . . . . . . . . . 5

     1.28      "Product Release". . . . . . . . . . . . . . . . . . . . . . . 5

                                           i
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     1.29      "Revenue Shortfall". . . . . . . . . . . . . . . . . . . . . . 5

     1.30      "Standard Product" . . . . . . . . . . . . . . . . . . . . . . 5

     1.31      "Total Voting Power" . . . . . . . . . . . . . . . . . . . . . 5

     1.32      "Voting Securities". . . . . . . . . . . . . . . . . . . . . . 5

2.   GRANTS OF RIGHTS AND LICENSE . . . . . . . . . . . . . . . . . . . . . . 5

     2.1       License Grants . . . . . . . . . . . . . . . . . . . . . . . . 5

               2.1.1     Distribution Products. . . . . . . . . . . . . . . . 5

               2.1.2     Distribution Product Software. . . . . . . . . . . . 5

     2.2       Trademarks and Trade Names . . . . . . . . . . . . . . . . . . 6

     2.3       GateField Ownership. . . . . . . . . . . . . . . . . . . . . . 6

     2.4       Patent Enforcement.. . . . . . . . . . . . . . . . . . . . . . 6

     2.5       Actel Ownership. . . . . . . . . . . . . . . . . . . . . . . . 7

     2.6       Intellectual Property Development. . . . . . . . . . . . . . . 7

     2.7       Manufacturing Rights . . . . . . . . . . . . . . . . . . . . . 7

     2.8       Revenue Shortfall EOL. . . . . . . . . . . . . . . . . . . . . 7

3.   ESCROW AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

     3.1       Source Code. . . . . . . . . . . . . . . . . . . . . . . . . . 8

4.   DISTRIBUTION PAYMENTS AND COSTS. . . . . . . . . . . . . . . . . . . . . 8

     4.1       Exclusivity and Commitment Fee . . . . . . . . . . . . . . . . 8

     4.2       Product Qualification Fee. . . . . . . . . . . . . . . . . . . 8

     4.3       Revenues and Cost Calculation. . . . . . . . . . . . . . . . . 8

5.   DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

     5.1       Forecasts. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

     5.2       Actel Milestones . . . . . . . . . . . . . . . . . . . . . . . 9

     5.3       Performance Obligation . . . . . . . . . . . . . . . . . . . . 10

     5.4       Currency.. . . . . . . . . . . . . . . . . . . . . . . . . . . 10

     5.5       Overdue Payments.. . . . . . . . . . . . . . . . . . . . . . . 10

     5.6       Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

6.   MANUFACTURING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

                                        ii
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     6.1       Manufacturing and Distribution Responsibilities. . . . . . . . 10

     6.2       GateField Milestones . . . . . . . . . . . . . . . . . . . . . 10

7.   COVENANTS NOT TO SUE . . . . . . . . . . . . . . . . . . . . . . . . . . 11

     7.1       During Term of Agreement . . . . . . . . . . . . . . . . . . . 11

               7.1.1     Actel Covenant . . . . . . . . . . . . . . . . . . . 11

               7.1.2     GateField Covenant . . . . . . . . . . . . . . . . . 11

               7.1.3     Future Applications. . . . . . . . . . . . . . . . . 12

               7.1.4     Acquiring Party. . . . . . . . . . . . . . . . . . . 12

     7.2       After End of Term. . . . . . . . . . . . . . . . . . . . . . . 12

               7.2.1     Actel Covenant . . . . . . . . . . . . . . . . . . . 12

               7.2.2     GateField Covenant . . . . . . . . . . . . . . . . . 12

               7.2.3     Acquiring Party. . . . . . . . . . . . . . . . . . . 12

8.   NON-SOLICITATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     8.1       Non-Solicitation . . . . . . . . . . . . . . . . . . . . . . . 13

9.   DUTIES OF PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     9.1       Good Faith (GateField) . . . . . . . . . . . . . . . . . . . . 13

     9.2       Good Faith (Actel) . . . . . . . . . . . . . . . . . . . . . . 13

     9.3       Governmental Approvals . . . . . . . . . . . . . . . . . . . . 13

     9.4       Existing License Agreements. . . . . . . . . . . . . . . . . . 13

     9.5       Customer Maintenance or Support. . . . . . . . . . . . . . . . 13

     9.6       Programmable Logic Devices . . . . . . . . . . . . . . . . . . 13

     9.7       Embedded Product License . . . . . . . . . . . . . . . . . . . 13

     9.8       Notification of Infringement . . . . . . . . . . . . . . . . . 13

     9.9       Documentation. . . . . . . . . . . . . . . . . . . . . . . . . 14

     9.10      GateField Quality Assurance Measures.. . . . . . . . . . . . . 14

     9.11      Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . 14

     9.12      Non-Disparagement. . . . . . . . . . . . . . . . . . . . . . . 14

     9.13      Management Meetings. . . . . . . . . . . . . . . . . . . . . . 14

     9.14      Board Visitation Rights. . . . . . . . . . . . . . . . . . . . 14

                                         iii

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10.  GENERAL REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 15

     10.1      General Representations. . . . . . . . . . . . . . . . . . . . 15

               10.1.1    Corporate Power. . . . . . . . . . . . . . . . . . . 15

               10.1.2    Due Authorization. . . . . . . . . . . . . . . . . . 15

               10.1.3    Binding Agreement. . . . . . . . . . . . . . . . . . 15

11.  NO WARRANTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     11.1      DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     11.2      No Warranty Pass Through . . . . . . . . . . . . . . . . . . . 15

12.  DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

     12.1      Executive Meetings . . . . . . . . . . . . . . . . . . . . . . 15

     12.2      Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . 16

               12.2.1    Failure to Appoint . . . . . . . . . . . . . . . . . 16

               12.2.2    Arbitration Proceedings. . . . . . . . . . . . . . . 16

               12.2.3    Fees and Expenses. . . . . . . . . . . . . . . . . . 16

     12.3      Remedies for Breach of Contract. . . . . . . . . . . . . . . . 17

13.  LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . 17

     13.1      Limitation of Liability. . . . . . . . . . . . . . . . . . . . 17

14.  TERM; TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . 17

     14.1      Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

     14.2      Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 18

               14.2.1    Insolvency; Assignment for Creditors; Bankruptcy . . 18

     14.3      Automatic Termination Event of GateField . . . . . . . . . . . 18

     14.4      Automatic Termination Event of Actel . . . . . . . . . . . . . 18

     14.5      Effect of Notice of Termination. . . . . . . . . . . . . . . . 19

     14.6      Duties of Actel Upon Termination . . . . . . . . . . . . . . . 20

     14.7      Survival.. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

15.  CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 20

     15.1      Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . 20

     15.2      Exceptions . . . . . . . . . . . . . . . . . . . . . . . . . . 20

                                         iv
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16.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

     16.1      Actel Indemnity. . . . . . . . . . . . . . . . . . . . . . . . 21

     16.2      GateField Indemnity. . . . . . . . . . . . . . . . . . . . . . 21

     16.3      Indemnification Procedures; Sole Remedy. . . . . . . . . . . . 21

17.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     17.1      Records Retention. . . . . . . . . . . . . . . . . . . . . . . 22

     17.2      Audit Request. . . . . . . . . . . . . . . . . . . . . . . . . 22

     17.3      Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     17.4      Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     17.5      Export Law Compliance. . . . . . . . . . . . . . . . . . . . . 22

     17.6      Foreign Corrupt Practices Act. . . . . . . . . . . . . . . . . 22

     17.7      Governing Language . . . . . . . . . . . . . . . . . . . . . . 22

     17.8      Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     17.9      Relationship of Parties. . . . . . . . . . . . . . . . . . . . 23

     17.10     Assignment of Agreement. . . . . . . . . . . . . . . . . . . . 23

     17.11     Merger Discussions . . . . . . . . . . . . . . . . . . . . . . 23

     17.12     Governing Law; Venue . . . . . . . . . . . . . . . . . . . . . 23

     17.13     Severability . . . . . . . . . . . . . . . . . . . . . . . . . 23

     17.14     Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . 23

                                        v
<PAGE>


                       PRODUCT MARKETING AGREEMENT

     THIS PRODUCT MARKETING AGREEMENT (the "Agreement") is entered into as of 
August 14, 1998 (the "Effective Date"), by and between GATEFIELD CORPORATION, 
a Delaware corporation with offices at 47100 Bayside Parkway, Fremont, 
California 94538 ("GATEFIELD"), and ACTEL CORPORATION, a California 
corporation with offices at 955 East Arques Avenue, Sunnyvale, California 
94086 ("ACTEL").

     WHEREAS, GateField has developed and owns proprietary designs and 
know-how for the production of certain field programmable gate array ("FPGA") 
products including, without limitation, the "Distribution Products" (as 
defined below) and possesses infrastructure for manufacturing the 
Distribution Products; 

     WHEREAS, Actel desires to market and distribute the Distribution 
Products subject to the terms and conditions set forth in this Agreement; and

     WHEREAS, GateField desires to appoint Actel as an exclusive, worldwide 
distributor of the Distribution Products except as limited by any agreements 
or rights of any third parties, subject to the terms and conditions set forth 
below.

     NOW, THEREFORE, in consideration of the promises and of the mutual 
covenants hereinafter set forth, the parties hereto hereby agree as follows:

     1.      DEFINITIONS. As used herein, capitalized terms will have the 
meanings set forth below.

             1.1     "ACTEL PATENT" means any patent (i) that Actel or any of 
its Affiliates now own or may hereafter own or (ii) under which and to the 
extent that Actel or any of its Affiliates have acquired or may hereafter 
acquire the right to grant licenses, unless the right to grant said license 
requires the payment of a royalty or other consideration to a third party.

             1.2     "ACTEL INTELLECTUAL PROPERTY RIGHT" means any 
Intellectual Property Right (i) that Actel or any of its Affiliates now own 
or may hereafter own or (ii) under which and to the extent that Actel or any 
of its Affiliates have acquired or may hereafter acquire the right to grant 
licenses, unless the right to grant said license requires the payment of a 
royalty or other consideration to a third party.

             1.3     "AFFILIATE" means a Person that directly, or indirectly 
through one or more intermediaries, controls, or is controlled by, or is 
under common control with, a specified Person.

             1.4     "ACQUIRED PARTY" shall mean a party to this Agreement 
following a Change in Ownership of such party.

             1.5     "ACQUIRING PARTY" shall mean the Person(s), if any, in 
Control of an Acquired Party following a Change in Ownership and the 
Affiliates of such Person(s).
                                       1
<PAGE>


             1.6     "BENEFICIAL OWNER" shall be used in this Agreement as 
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

             1.7     "CHANGE IN OWNERSHIP" shall mean the occurrence of any 
one of the following:

                     Any Person is or shall have the right to become the 
Beneficial Owner, directly or indirectly, of Voting Securities of such party 
representing 50% or more of the Total Voting Power of such party's Voting 
Securities.

                     The shareholders of a party approving a merger or 
consolidation of such party with any other corporation, other than a merger 
or consolidation that would result in the Voting Securities of such party 
outstanding immediately prior thereto continuing to represent (either by 
remaining outstanding or by being converted into Voting Securities of the 
surviving corporation) 50% or more of the Total Voting Power represented by 
the Voting Securities of such party or such surviving corporation outstanding 
immediately after such merger or consolidation.

                     The shareholders of a party approving a plan of 
dissolution or liquidation of such party or an agreement for the sale or 
disposition by such party of all or substantially all of such party's assets 
in one or a series of transactions.

            1.8     "CONFIDENTIAL INFORMATION" means any confidential or 
proprietary information, firmware, designs, schematics, plans or any other 
information relating to any research project, work in process, future 
development, scientific, engineering, manufacturing, marketing or business 
plan or financial or personnel matter relating to the disclosing party, its 
present or future products, sales, suppliers, customers, employees, investors 
or business, and identified by the disclosing party as Confidential 
Information, whether in oral, written, graphic or electronic form. If the 
information is disclosed in written, graphic or electronic form it must be 
marked as confidential or proprietary to be treated as Confidential 
Information hereunder. If disclosed in oral form, such information must be 
identified as Confidential Information at the time of disclosure and reduced 
to writing and marked as confidential or proprietary within thirty (30) days 
following disclosure, with a copy of such writing delivered to the receiving 
party. Without limiting the foregoing, "Confidential Information" shall 
include the terms and conditions of this Agreement.

            1.9     "CONTROL," including the terms "controlling," "controlled 
by," and "under common control with," shall mean the possession, directly or 
indirectly, of the power to direct or cause the direction of the management 
and policies of a Person, whether through the ownership of Voting Securities, 
by contract, or otherwise.  A Person's Beneficial Ownership of twenty (20%) 
or more of a corporation's outstanding Voting Securities shall create a 
rebuttable presumption that such Person has control of such corporation.  
Notwithstanding the foregoing, a Person shall not be deemed to have control 
of a corporation if such Person holds Voting Securities, in good faith and 
not for the purpose of circumventing this Section, as an agent, bank, broker, 
nominee, custodian, or trustee for one or more Beneficial Owners who do not 
individually or as a group have control of such corporation.

                                        2
<PAGE>


            1.10    "COST OF SALES" means the actual cost of the following 
items regarding the Distribution Products: (i) cost of wafers from the 
manufacturer, (ii) costs of sorting, including depreciation, labor and 
overhead, (iii) costs of assembly, (iv) costs of testing, including 
depreciation, labor, and overhead (excluding any engineering support costs), 
(v) costs of quality assurance, marking, packing, and shipping, including 
depreciation, labor and overhead, (vi) license fees to any third party 
licensors related to the Distribution Product Software and Distribution 
Products; provided that license fees to third party licensors related to the 
Distribution Products shall be mutually agreed upon by Actel and GateField, 
(vii) costs of indemnity bonds and any liability insurance the parties 
mutually agree to purchase, (viii) costs of defending any product liability 
lawsuit where neither party is found to have made a material 
misrepresentation, and (ix) Patent Costs.

             1.11    "DISTRIBUTION PRODUCT" means any Standard Product with 
geometries below .35 micron, any New Products, and any Next Generation 
products.

             1.12    "DISTRIBUTION PRODUCT PATENTS" means all patents owned 
or controlled by GateField during the term of this Agreement which covers any 
invention embodied in any Distribution Product or any product embedded 
therein.

             1.13    "DISTRIBUTION PRODUCT SOFTWARE" means those portions of 
the commercially released software known as ASICmaster for which GateField 
has the right to license such software. 

             1.14    "EMBEDDED PRODUCT" means a semiconductor device 
integrating (i) a GateField FPGA technology ("GateField FPGA") with (ii) a 
gate array, standard cell, full custom, SRAM unrelated to the GateField FPGA, 
or Flash memory product which is unrelated to the GateField FPGA (the 
"Non-FPGA Product") where the principal use of the product is satisfied by 
the non-FPGA functions and the GateField FPGA is principally used to enhance 
or support the non-FPGA Product; provided that in any event, where the 
GateField FPGA portion of the total chip represents less than or equal to 
eighty-five percent (85%) of the area of the whole chip, such chip shall be 
deemed an Embedded Product and where the GateField FPGA portion of the total 
chip is more than eighty-five percent (85%) of the area of the whole chip, 
such chip shall be deemed an Embedded Product upon the mutual agreement of 
the parties that the principal use of the chip is satisfied by the non-FPGA 
function and that the GateField FPGA is principally used to enhance or 
support the non-FPGA Product, and such agreement shall not be unreasonably 
withheld. 

             1.15    "END OF LIFE" OR "EOL" means (i) termination by the 
foundry producing the Distribution Product of the manufacturing process used 
to produce such Distribution Product, (ii) refusal by such foundry to 
continue manufacturing the Distribution Product due to volume, or (iii) 
election by GateField to declare a Revenue Shortfall pursuant to SECTION 2.8.

             1.16    "GATEFIELD PATENT" means any patent (i) that GateField 
or any of its Affiliates now own or may hereafter own or (ii) under which and 
to the extent that GateField or any of its Affiliates have acquired or may 
hereafter acquire the right to grant licenses, unless the right to grant said 
license requires the payment of a royalty or other consideration to a third 
party.

                                       3
<PAGE>


             1.17    "GATEFIELD INTELLECTUAL PROPERTY RIGHT" means any 
Intellectual Property Right (i) that GateField or any of its Affiliates now 
own or may hereafter own or (ii) under which and to the extent that GateField 
or any of its Affiliates have acquired or may hereafter acquire the right to 
grant licenses, unless the right to grant said license requires the payment 
of a royalty or other consideration to a third party.

             1.18    "INTELLECTUAL PROPERTY RIGHT" means any patent, 
copyright, trade name, trademark, trade secret, know-how, mask work, or any 
other intellectual property right, whether now or hereafter recognized, and 
whether registered or unregistered.

             1.19    "MORAL RIGHTS" means any right to (i) divulge a 
copyrighted work to the public, (ii) retract a copyrighted work from the 
public, (iii) claim authorship of a copyrighted work, (iv) object to any 
distortion, mutilation or other modification of a copyrighted work, or (v) 
any and all similar rights, existing under judicial or statutory law of any 
country or jurisdiction in the world, or under any treaty regardless of 
whether or not such right is called or generally referred to as a moral right.

             1.20    "NET REVENUES" means the revenues recognized resulting 
from the invoiced price of products sold, distributed or otherwise disposed 
of by either party in an arm's length, commercial transactions between 
parties which are not in affiliation, less shipping costs, taxes, returns, 
setoffs, warranty claims, price adjustments, bad debt adjustments, 
distribution inventory returns, and discounts actually paid or allowed, but 
not fees or commissions to agents, representatives or others. A product shall 
be deemed "sold" for purposes of this definition when billed, delivered, 
shipped, transmitted, or mailed to the invoiced OEM party, when first used by 
a party, or when recognized as revenues in accordance with Actel's revenue 
recognition policy, whichever shall first occur. A product transferred 
internally for future sale to a third party shall be deemed to carry a gross 
margin mutually agreed upon by Actel and GateField.

             1.21    "NEW PRODUCT" means a Standard Product, upon Product 
Release, with a product architecture significantly different from the then 
current Standard Products. In no event shall Embedded Products be considered 
New Products.

             1.22    "NEXT GENERATION" means a Standard Product or New 
Product, upon Product Release, with a reduced process geometry compared to 
that used in the respective Standard Product or New Product. In no event 
shall any Embedded Product be considered a Next Generation.

             1.23    "NON-ACQUIRED PARTY" shall mean the party to this 
Agreement that is not the Acquired Party or an Affiliate of the Acquired 
Party following a Change in Ownership.

             1.24    "PATENT COSTS" means costs, including legal expenses of 
counsel mutually agreed to between the parties (which agreement shall not 
unreasonably be withheld), related to the mutually agreed prosecution or 
defense of claims or lawsuits related to Distribution Product Patents.

                                     4
<PAGE>


             1.25    "PATENT RECOVERIES" means cash or other property 
received, or the value of all licenses or other rights, received by a party 
in connection with a claim or lawsuit with respect to the Distribution 
Product Patents.

             1.26    "PERSON" shall be used in this Agreement as defined 
under Sections 3(d) and 14(d) of the Securities Exchange Act of 1934, as 
amended.

             1.27    "PRODUCT QUALIFICATION" shall have the meaning set forth 
in EXHIBIT A ("Product Qualification").

             1.28    "PRODUCT RELEASE" for a GateField-developed product 
means the earlier of: (i) an agreement between Actel and GateField with 
respect to the terms of the product requirements document (the "PRD") for 
such product, provided this Agreement is in full force and effect and 
provided further that a PRD will be implied as of the date which is seven (7) 
months prior to the release to a foundry of a mask work for a product, (ii) 
delivery by Actel or GateField to its customers of beta software related to 
the product, and (iii) delivery by Actel or GateField to its customers of 
sample of such product. 

             1.29    "REVENUE SHORTFALL" means the Net Revenues during any 
three consecutive fiscal-quarters for a Distribution Product which is less 
than Four Million and Five Hundred Thousand Dollars ($4,500,000.00).

             1.30    "STANDARD PRODUCT" means any standard GateField ProASIC 
FPGA, regardless of whether it includes configurable blocks of SRAM or flash 
products, but shall not include any GateField FPGA which contains any 
non-FPGA Products other than SRAM or Flash products integrated therein.

             1.31    "TOTAL VOTING POWER" shall mean the total number of 
votes that may be cast in the election of directors at a meeting of the 
shareholders of a corporation if all Voting Securities are present and voted 
to the fullest extent possible at such meeting.

             1.32    "VOTING SECURITIES" shall mean all securities of a 
corporation entitled to vote generally in the election of directors.

     2.      GRANTS OF RIGHTS AND LICENSE.

             2.1     LICENSE GRANTS. Subject to the terms and conditions 
hereof, including the minimum terms of the hardware and software licenses set 
forth in EXHIBIT B ("Minimum Conditions"), and in all events limited by the 
pre-existing licenses related to the Distribution Products and Distribution 
Products Software listed on EXHIBIT H, GateField hereby grants Actel the 
following rights: 

                     2.1.1   DISTRIBUTION PRODUCTS. An exclusive, worldwide 
right to distribute and permit its authorized distributors, dealers, and 
other third parties used by Actel to distribute and sell the Distribution 
Products after Product Release pursuant to the terms of this

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<PAGE>


Agreement so long as such third parties are bound by terms no less protective 
of GateField's interests as those set forth in EXHIBIT B ("Minimum 
Conditions").

                     2.1.2   DISTRIBUTION PRODUCT SOFTWARE. A limited, 
non-exclusive, license under GateField Intellectual Property Rights to 
distribute object-code versions of the Distribution Product Software. Actel 
will take all steps necessary to protect GateField's proprietary rights in 
GateField products and to ensure that each Distribution Product Software will 
be accompanied by a localized copy of software license agreement applicable 
to such software which will include terms and conditions no less protective 
of GateField's interests as those set forth in EXHIBIT B ("Minimum 
Conditions"). 

             2.2     TRADEMARKS AND TRADE NAMES. In the marketing, 
advertising for, and distribution and support of the Distribution Products or 
Distribution Product Software, Actel may (i) indicate to the public that it 
is an authorized distributor of Distribution Products or Distribution Product 
Software, and (ii) use GateField's trade names and trademarks set forth in 
EXHIBIT C ("GateField Trademarks"), which Exhibit GateField may, in its sole 
discretion, add to from time to time. For this purpose, GateField grants 
Actel a non-exclusive, royalty-free, limited license to use and display the 
Trademarks, in the forms as may be prescribed by GateField from time to time. 
Actel will market, distribute, and support the Distribution Products and 
Distribution Product Software only under the ProASIC Trademark, and not under 
any other trademark or logo except an Actel logo which is no more prominent 
than the ProASIC Trademark. Actel will not make or permit alteration of the 
Distribution Products or Distribution Product Software or removal or 
modification of any tags, proprietary notices, copyright notices, labels, or 
other identifying marks placed by GateField on the Products or associated 
literature.  GateField shall have the Distribution Products manufactured with 
the trademark and logo agreed upon by the parties in EXHIBIT E (Business 
Practices and Procedures).

             2.3     GATEFIELD OWNERSHIP. Subject to SECTION 2.6, GateField 
shall retain ownership to all GateField Intellectual Property Rights, 
including all Intellectual Property Rights in the Distribution Products, all 
Embedded Products, all other GateField products, all of GateField's patents 
and all GateField products independently developed by GateField during the 
term of this Agreement. 

             2.4     PATENT ENFORCEMENT.     

                     2.4.1   Each party shall inform the other party promptly 
in writing of any alleged infringement, of which it may become aware, of any 
Distribution Product Patent by a third party and provide to the other party 
all available evidence thereof.

                     2.4.2   During the term of this Agreement, GateField 
shall have the right, but shall not be obligated, to prosecute all 
infringements of Distribution Product Patents and, in furtherance of such, 
the total cost of any such infringement action commenced by and prosecuted by 
GateField shall be paid by GateField and all proceeds thereof shall remain 
with GateField. Prior to termination of this Agreement, no settlement, 
consent judgment or other voluntary final disposition of any such suit may be 
entered into by GateField without the prior written approval

                                      6
<PAGE>


of Actel, which approval shall not unreasonably be withheld. GateField shall 
indemnify Actel against any order for costs that may be made against Actel in 
such proceedings. 

                     2.4.3   If within three (3) months after having been 
notified of any alleged infringement, GateField has been unsuccessful in 
persuading the alleged infringer to desist and shall not have brought an 
infringement action, or if GateField shall notify Actel at any time prior 
thereto of its intention not to bring suit against any alleged infringer, 
then Actel shall have the right, but shall not be obligated, to prosecute any 
infringement of such patents, and Actel may, for such purposes, use the name 
of GateField as party plaintiff; provided that such right to bring such an 
infringement action shall remain in effect only for so long as the licenses 
granted herein remain exclusive. In furtherance of such, the total costs of 
any such infringement action commenced by and prosecuted by Actel shall be 
paid by Actel and all proceeds thereof shall remain with Actel.  No 
settlement, consent judgment or other voluntary final disposition of any such 
suit may be entered into by Actel without the prior written approval of 
GateField, which approval shall not unreasonably be withheld. Actel shall 
indemnify GateField against any order for costs that may be made against 
GateField in such proceedings.  

                     2.4.4   Each party shall provide the other party notice 
and opportunity to participate in any lawsuit filed by such party related to 
the Distribution Products or Distribution Product Software. In the event the 
parties mutually agree to bring a lawsuit related to the Distribution Product 
or the Distribution Product Software, the costs related to such suit shall be 
Patent Costs and the recoveries shall be Patent Recoveries to be shared 
equally.

             2.5     ACTEL OWNERSHIP.  Subject to SECTION 2.6, Actel shall 
retain all ownership to the Actel Intellectual Property Rights, all of 
Actel's patents and all Actel products independently developed by Actel 
during the term of the Agreement. 

             2.6     INTELLECTUAL PROPERTY DEVELOPMENT.  All Intellectual 
Property Rights conceived, created, made, or (in the case of copyrights) 
first fixed in a tangible medium of expression during the term of the 
Agreement shall be as follows: (i) GateField Intellectual Property Rights 
when accomplished by GateField personnel; (ii) Actel Intellectual Property 
Rights when accomplished by Actel; provided, however, that Intellectual 
Property Rights developed with the assistance or collaboration of the other 
party shall be owned by the developing party, but such party shall grant and 
does hereby grant to the other a perpetual, non-exclusive, royalty-free right 
to use, make, have made, sell, offer to sell, import, have imported, 
reproduce, modify, distribute or otherwise exploit such Intellectual Property 
Right, except that a party's right to such license shall terminate due to a 
Bad Faith Breach (as defined in SECTION 12.1.3 below) by such party. Such 
license shall not be sublicensable or transferable, except in connection with 
a Change in Ownership of such party.  For purposes of this Section, a party 
shall be deemed to have assisted in the development by the other party of 
Intellectual Property Rights that solve a problem presented or issue raised 
by the first party.

             2.7     MANUFACTURING RIGHTS.  Actel shall have no right to 
manufacture or independently modify or create derivative versions of the 
Distribution Products or Distribution Product Software, except as specified 
under SECTION 14.3.2 below. Actel shall not directly or

                                       7
<PAGE>


indirectly reverse engineer or otherwise disassemble any Distribution Product 
Software. Actel shall not directly or indirectly reverse engineer or 
otherwise disassemble any GateField products for the purpose of 
manufacturing, replicating, or developing similar products.

             2.8     REVENUE SHORTFALL EOL.  GateField shall have the right 
to declare EOL for a Distribution Product upon a Revenue Shortfall which 
occurs at any time after three (3) years after Product Qualification. For 
purposes of this Section, a Distribution Product means all products of a 
particular family at a particular process generation. Actel's right to 
receive a Distribution Product for distribution and sale, including any 
rights upon termination of the Agreement or an Automatic Termination Event 
(as defined in SECTION 14.2.1) below, shall terminate at the EOL for such 
Distribution Product. GateField shall provide prompt notice to Actel of any 
notice from a foundry of an EOL event and shall notify Actel sixty (60) days 
prior to EOL due to Revenue Shortfall, and Actel shall be entitled to a 
last-time buy opportunity for such Distribution Product if the foundry agrees 
to such order. GateField shall use commercially reasonable efforts to assist 
Actel in receiving any reasonable last-time buy of the Distribution Products 
from the foundry.

     3.      ESCROW AGREEMENT.

             3.1     SOURCE CODE.  GateField agrees to enter into a source 
code escrow agreement substantially in the form set forth in EXHIBIT G 
("Escrow Agreement") with Actel and an independent escrow agent which shall 
provide for access by Actel to the source code and database of the 
Distribution Products. Under such source code agreement, GateField will agree 
to deposit source code of the Distribution Product Software and related 
materials, and periodic updates thereto, into the account maintained by such 
escrow agent. Actel agrees to be responsible for any escrow fees payable to 
maintain such escrow account. 

     4.      DISTRIBUTION PAYMENTS AND COSTS.

             4.1     EXCLUSIVITY AND COMMITMENT FEE.  Actel shall pay to 
GateField a non-refundable fee of One Million Dollars ($1,000,000) (the 
"Initial Fee") upon the Effective Date.

             4.2     PRODUCT QUALIFICATION FEE. Actel shall pay to GateField 
a non-refundable fee of One Million Dollars ($1,000,000) upon Product 
Qualification of the Standard Product.

             4.3     REVENUES AND COST CALCULATION. Actel and GateField agree 
that all revenues and costs related to the sale or other distribution by 
Actel (directly or through its channels of distribution) of the Distribution 
Products and Distribution Product Software shall be allocated as follows:

                     4.3.1   Each party will be entitled to an amount equal 
to 50% of: (i) Net Revenues from the sale, license or other distribution of 
the Distribution Products and Distribution Product Software, less (ii) Cost 
of Sales of such Distribution Products and Distribution Product Software.

                                   8
<PAGE>


                     4.3.2   Actel shall be responsible for receiving 
payments from customers and paying to GateField on or prior to the twentieth 
day of each  month, the amounts due under SECTION 4.3.1 above, based on the 
prior month's accrued Net Revenues and Cost of Sales. Following calculation 
of actual Cost of Sales for such month, Actel shall offset or credit such 
difference in the next payment to GateField.

                     4.3.3   Actel shall make payments to GateField for 
wafers within twenty-five (25) days after receipt of invoice from GateField 
for wafers ordered by GateField based on mutually agreed forecast, and for 
assembly and testing within the time period agreed upon by the parties. Actel 
shall bear all costs of obtaining samples or prototypes of the Distribution 
Products.

     5.      DELIVERY.

             5.1     FORECASTS. Actel and GateField acknowledge and agree 
that lead time notification is required in order to plan for manufacturing 
and to manufacture the Distribution Products. Therefore, immediately 
following the Effective Date, Actel shall commence regular submission of 
forecasts to GateField as follows:

                     5.1.1   Two-year forecasts by product showing estimates 
for each quarter of the forecast horizon. Two year forecasts are to be 
updated quarterly.

                     5.1.2   Six month demand forecasts by product and 
package showing estimates for each month within the forecast horizon. 
Six-month demand forecasts are to be updated monthly.

The parties shall jointly review and agree to the forecasts which will be 
used to issue purchase orders to the foundry. GateField will use commercially 
reasonable efforts to effect the delivery of Distribution Products in 
accordance with mutually agreed forecasts.

              5.2    ACTEL MILESTONES. Actel agrees it will use commercially 
reasonable efforts to achieve the quarterly revenues milestones set forth in 
EXHIBIT D ("Actel Milestones"). 

                      5.2.1   Should Actel not meet the Actel Milestones by 
the time specified in EXHIBIT D, Actel shall set up a strategic business unit 
("SBU") devoted to the marketing and sale of the Distribution Products.  Such 
SBU shall, at a minimum, consist of the following Actel resources: (a) one 
(1) employee to the marketing of the Distribution Products, (b) one (1) 
employee to business development activities, (c) no less than one (1) and no 
more than two (2) technical support personnel devoted to providing hot-line 
support, and (d) one (1) employee devoted to alpha and beta testing of the 
Distribution Products, (e) one (1) employee to marketing communication of the 
Distribution Products, and (f) twenty percent (20%) of Actel's marketing 
communication budget devoted to the Distribution Products. GateField shall 
have the right but not the obligation to manage, control, and direct all 
activities of such SBU. GateField shall have reasonable access, but at a 
minimum same access as Actel, to the sales force and distribution channels of 
Actel.  All costs of any employees in addition to those specified in SECTION 
5.2.1 which are assigned to the SBU shall constitute Cost of Sales and shall 
be accrued and amortized to the extent there are no offsetting Net Revenues 
during the period.

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<PAGE>


                     5.2.2   GateField shall have no direct, indirect, 
special, incidental, consequential or any other liability to Actel for any 
act or omission of GateField related to GateField's rights under SECTION 
5.2.1. Actel may prevent GateField from exercising its rights under SECTION 
5.2.1. by (a) converting the exclusive right of Actel to distribute the 
Distribution Products set forth in SECTION 2.1.1 to a non-exclusive right to 
distribute the Distribution Products, or (b) paying to GateField at the 
beginning of each quarter an amount equal to One Million Seven Hundred 
Thousand Dollars ($1,700,000) less GateField's share of the gross margin for 
the previous quarter in accordance with SECTION 4.3.1. 

                     5.2.3   GateField's rights set forth in SECTION 5.2.1 
shall terminate upon the earlier of (a) GateField's failure to for two (2) 
consecutive quarters to meet the GFIN threshold set forth in EXHIBIT F 
(GATEFIELD MILESTONES), and (b) Actel's meeting the Actel Milestones for two 
(2) consecutive quarters.  

                     5.2.4   In the event GateField fails to meet the GFIN 
threshold as defined in SECTION 6.2 GateField Milestones, then Actel shall be 
relieved of its obligation to meet the Actel Milestones.

                     5.2.5   In the event GateField does not exercise its 
rights pursuant to SECTION 5.2.1, such failure shall not be deemed a waiver 
of such right; provided that GateField's right to exercise its rights 
pursuant to SECTION 5.2.1 shall terminate as set forth in SECTION 5.2.3. 

             5.3     PERFORMANCE OBLIGATION.  Each party agrees that it will 
perform all of its obligations under the Agreement without any offset, 
deduction or setoff notwithstanding any alleged claim or breach by the other 
party and the parties hereby agree that any offset or setoff made by Actel 
pursuant to a judgment or order made by an arbitrator shall not exceed the 
amount equal to one-third (1/3) of amount payable to GateField under SECTION 
4.3.1. Except as set forth in the previous sentence, any attempt by Actel to 
offset, deduct or setoff any obligation under the Agreement in any material 
amount that is not cured within thirty (30) days after written objection by 
GateField shall constitute a Bad Faith Breach.

             5.4     CURRENCY.  In the event of transactions giving rise to 
an obligation to make a payment hereunder with respect to which Actel 
receives payment in a currency other than currency which is legal tender in 
the United States of America, all payments required to be made by Actel under 
this Agreement shall be converted, prior to payment, into United States 
Dollars at the applicable rate of exchange published in the Western United 
States edition of the Wall Street Journal on the last day of the month in 
which such transaction occurred. If Actel is prevented from making any 
payment under this Agreement by virtue of the statutes, laws, codes or 
governmental regulations of the country from which the payment is to be made, 
then such payments may be paid by depositing them in the currency in which 
accrued to GateField's account in a bank acceptable to GateField in the 
country whose currency is involved.

             5.5     OVERDUE PAYMENTS.  Payments due GateField under this 
Agreement shall, if not paid when due under the terms of this Agreement, bear 
simple interest at the lower of 0.8% per month or the highest rate permitted 
by law, calculated on the basis of a 360-day year for the number of days 
actually elapsed, beginning on the due date and ending on the day prior to 
the

                                   10
<PAGE>


day on which payment is made in full. Interest accruing under this 
SECTION 5.5 shall be due to GateField on demand. The accrual or receipt by 
GateField of interest under this SECTION 5.5 shall not constitute a waiver by 
GateField of any right it may otherwise have to declare a default under this 
Agreement or to terminate this Agreement.

             5.6     TAXES. Actel shall be responsible for the reporting and 
payment of all taxes including all state and local use, sales, personal 
property (ad valorem) and similar taxes under this Agreement and shall 
indemnify, and hold GateField harmless from and against all taxes and any and 
all liabilities, obligations, losses, damages, interests, penalties, claims 
actions, and suits resulting therefrom and imposed upon, incurred by or 
asserted against GateField.

     6.      MANUFACTURING.

             6.1     MANUFACTURING AND DISTRIBUTION RESPONSIBILITIES.  The 
responsibilities for coordinating, directing and managing the manufacturing 
activities including production control, wafer starts, wafer sort, sending 
wafer assembly, finishing and testing, and quality assurance shall be set 
forth in EXHIBIT E ("Business Practices and Procedures"), as may be amended 
from time in writing to time by mutual agreement. Actel shall package and 
ship Distribution Products to customers. Actel shall be responsible for 
holding finished goods inventory.

             6.2     GATEFIELD MILESTONES.  GateField agrees that it will use 
commercially reasonable efforts to achieve the milestones set forth in 
EXHIBIT F ("GateField Milestones").

                     6.2.1   Should GateField not meet the ACIN threshold by 
the time specified in EXHIBIT F, Actel shall have the right but not the 
obligation to manage, control, and direct the activities of the 
non-performing department of GateField. All costs of any additional employees 
devoted to the management of such department of GateField shall constitute 
Cost of Sales and shall be accrued and amortized to the extent there are no 
offsetting Net Revenues during the period.   

                     6.2.2   Actel shall have no direct, indirect, special, 
incidental, consequential or any other liability to GateField for any act or 
omission of Actel related to Actel's rights under SECTION 6.2.1. 

                     6.2.3   Actel's rights set forth in SECTION 6.2.1 shall 
terminate upon GateField's achievement of the ACIN threshold for two (2) 
consecutive quarters.  

                     6.2.4   In the event Actel does not exercise its rights 
pursuant to SECTION 6.2.1, such failure shall not be deemed a waiver of such 
right; provided that Actel's right to exercise its rights pursuant to SECTION 
6.2.1 shall terminate as set forth in SECTION 6.2.3. 

     7.      COVENANTS NOT TO SUE.

             7.1     DURING TERM OF AGREEMENT.

                                     11
<PAGE>


                     7.1.1   ACTEL COVENANT.  Actel covenants and agrees that 
it will not assert against GateField or its Affiliates, directly or 
indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by GateField or its suppliers or customers, mediate or 
immediate, of any Actel Intellectual Property Right as a result of the 
manufacture, use, importation, offer for sale, or sale by GateField or its 
Affiliates of any product. Actel further covenants and agrees that it will 
not assert against any sublicensee of GateField or its Affiliates, directly 
or indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by the sublicensee or its suppliers or customers, 
mediate or immediate, of any Actel Intellectual Property Right as a result of 
the manufacture, use, importation, offer for sale, or sale by the sublicensee 
of any product, but only to the extent of the technology licensed from 
GateField or its Affiliates.

                    7.1.2   GATEFIELD COVENANT.  GateField covenants and 
agrees that it will not assert against Actel or its Affiliates, directly or 
indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by Actel or its suppliers or customers, mediate or 
immediate, of any GateField Intellectual Property Right as a result of the 
manufacture, use, importation, offer for sale, or sale by Actel or its 
Affiliates of any product. GateField further covenants and agrees that it 
will not assert against any sublicensee of Actel or its Affiliates, directly 
or indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by the sublicensee or its suppliers or customers, 
mediate or immediate, of any GateField Intellectual Property Right as a 
result of the manufacture, use, importation, offer for sale, or sale by the 
sublicensee of any product, but only to the extent of the technology licensed 
from Actel or its Affiliates.

                     7.1.3   FUTURE APPLICATIONS.  The covenants of SECTIONS 
8.1 AND 8.2 above shall not apply to any breaches of this Agreement and shall 
terminate upon the termination of this Agreement, except as otherwise 
provided in SECTION 14 below, provided that no such suit set forth in such 
above Sections may thereafter be brought for any such acts of infringement 
occurring prior to such termination.

                     7.1.4   ACQUIRING PARTY.  If, following a Change in 
Ownership or in anticipation thereof, an Acquiring Party or its Affiliate 
asserts, directly or indirectly, any cause of action based, in whole or in 
part, upon the purported infringement by the Non-Acquired Party or its 
customers, mediate or immediate, of any Intellectual Property Right as a 
result of the manufacture, use, importation, offer for sale, or sale, of 
products of the Non-Acquired Party existing at the time of the Change in 
Ownership, it shall be conclusively deemed a Bad Faith Breach of this 
Agreement by the Acquired Party.

             7.2     AFTER TERMINATION.  For purposes of this Section, 
products supplied by GateField to Actel and sold by Actel pursuant to the 
terms of this Agreement shall be considered products sold by GateField.

                     7.2.1   ACTEL COVENANT.  Actel covenants and agrees that 
it will not assert against GateField or its Affiliates, directly or 
indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by GateField or its suppliers or customers, mediate or 

                                    12
<PAGE>

immediate, of any Actel Patent as a result of the manufacture, use, 
importation, offer for sale, or sale by GateField or its Affiliates of (i) 
any product first offered for sale by GateField on or before the termination 
of this Agreement and (ii) future generations of products reflecting the 
evolution in the ordinary course of business of GateField's product lines as 
they exist on such date.

                     7.2.2   GATEFIELD COVENANT.  GateField covenants and 
agrees that it will not assert against Actel or its Affiliates, directly or 
indirectly, any cause of action based, in whole or in part, upon the 
purported infringement by Actel or its suppliers or customers, mediate or 
immediate, of any GateField Patent as a result of the manufacture, use, 
importation, offer for sale, or sale by Actel or its Affiliates of (i) any 
product first offered for sale by Actel on or before the termination of this 
Agreement and (ii) future generations of products reflecting the evolution in 
the ordinary course of business of Actel's product lines as they exist on 
such date.

                     7.2.3   ACQUIRING PARTY.  If, following a Change in 
Ownership or in anticipation thereof, an Acquiring Party or its Affiliate 
asserts, directly or indirectly, any cause of action based, in whole or in 
part, upon the purported infringement by the Non-Acquired Party or its 
customers, mediate or immediate, of any patent as a result of the 
manufacture, use, importation, offer for sale, or sale, of (i) products first 
offered for sale by the Non-Acquired Party on or before the termination of 
this Agreement and (ii) future generations of products reflecting the 
evolution in the ordinary course of business of the Non-Acquired Party's 
product lines as they exist on such date, it shall be conclusively deemed a 
Bad Faith Breach of this Agreement by the Acquired Party.

     8.      NON-SOLICITATION.

             8.1     NON-SOLICITATION.  Each party agrees that for a period 
of one (1) year following the date of termination or expiration of the 
Agreement (except as specified under below), such party shall not solicit for 
hire the employees of the other party.

    9.      DUTIES OF PARTIES. 

            9.1     GOOD FAITH (GATEFIELD). GateField agrees to act in good 
faith in performance of its obligations under this Agreement and not to 
unreasonably refuse Actel requests.

            9.2     GOOD FAITH (Actel). Actel agrees to act in good faith in 
performance of its obligations under this Agreement and not to unreasonably 
refuse GateField requests.

            9.3     GOVERNMENTAL APPROVALS. Actel shall at its own expense 
obtain all required government import approvals or other permits, customs 
clearances, or authorizations required for the shipment and sale of 
Distribution Products or Distribution Product Software outside the United 
States.

            9.4     EXISTING LICENSE AGREEMENTS. Actel acknowledges that it 
has received copies of the existing license agreements ("Existing License 
Agreements") set forth in

                                    13
<PAGE>



EXHIBIT H.  Upon Actel's reasonable request, GateField agrees to use 
reasonable efforts to have the Existing License Agreements amended to clarify 
the scope of the licenses granted thereunder consistent with this Agreement.

            9.5     CUSTOMER MAINTENANCE OR SUPPORT. Actel shall be 
responsible for all maintenance and support services to each customer of the 
Distribution Products or Distribution Product Software. Actel will have 
primary responsibility for support of its customers.  GateField shall provide 
support for Distribution Product Software as set forth in EXHIBIT E 
("Business Practices and Procedures").

            9.6     PROGRAMMABLE LOGIC DEVICES.  GATEFIELD agrees not to sell 
any device containing programmable logic without the prior consent of Actel, 
which consent shall not be unreasonably withheld.  

            9.7     EMBEDDED PRODUCT LICENSE.  GateField hereby agrees not to 
license the Embedded Products to Altera Corporation, QuickLogic Corporation, 
Lattice Corporation or Xilinx Corporation.

            9.8     PRODUCT LICENSE.  During the term of this Agreement, 
GateField agrees not to grant any licenses to sell products containing 
programmable logic other than licenses for Embedded Products.

            9.9     DOCUMENTATION. Subject to the terms and conditions of 
this Agreement, GateField will provide Actel contents for datasheets, 
databooks, user manuals and other end user documentation and Actel shall 
produce and distribute such documentation for the Distribution Products to 
its customers.

            9.10    Intentionally Deleted.

            9.11    COOPERATION. The parties shall use commercially 
reasonable effort to cooperate on an ongoing basis during the term of the 
Agreement with respect to production planning, customer support, 
manufacturing, marketing, and other operational matters as set forth in 
EXHIBIT E ("Business Practices and Procedures") as amended in writing from 
time to time by the parties.  Each party shall have full access to the other 
party's employees, distributors, consultants, and representatives with 
respect to the Distribution Product, and the matters covered under this 
Agreement.

            9.12    NON-DISPARAGEMENT. Each party agrees that it shall not in 
any way, directly or indirectly, disparage the other party or any of its 
products.

            9.13    MANAGEMENT MEETINGS. Each party agrees to appoint a 
principal officer, who is either the chief executive officer of the company 
or an officer reporting to the chief executive officer ("Designated 
Officer"). The Designated Officers and such other employees of each party as 
are required shall meet monthly to discuss and update the Business Practices 
and Procedures and to review and resolve all operational matters.  

                                   14
<PAGE>


            9.14    BOARD VISITATION RIGHTS.  Actel and GateField shall have 
the right to appoint one representative who shall (i) receive notice of all 
meetings (both regular and special) of the board of directors of the other 
party (such notice to be delivered or mailed at the same time as notice to 
the members of any such Board provided that notice shall be deemed waived if 
the members of such Board waive notice); (ii) be entitled to attend (or in 
the case of telephone meetings monitor) all such meetings; (iii) receive all 
notices (unless waived by the members of such Board), information and reports 
which are furnished to the members of any such board at the same time and in 
the same manner as the same is furnished to such members; (iv) be entitled to 
participate in all discussions conducted at such meeting; and (v) receive as 
soon as available copies of the minutes of all such meetings.  The 
representative may be excluded from certain discussions if necessary in order 
to preserve the attorney-client privilege or in connection with other 
confidential discussions and the representative shall not be entitled to 
receive any related documents or materials.  If any action is proposed to be 
taken by any such board by written consent in lieu of a meeting, the party 
will provide written notice thereof to such representative, which notice 
shall describe in reasonable detail the nature and substance of such proposed 
action to the extent provided to the members of the Board and shall be 
delivered at the same time as notice is given to the members of any such 
Board. Such representative shall not constitute a member of any such board 
and shall not be entitled to vote on any matters presented at meetings of any 
such board or to consent to any matter as to which the consent of any such 
board shall have been requested.  Each party shall have the right to 
designate an alternate to the representative who shall have the rights of the 
representative under clauses (ii) and (iv) above in the event that the 
representative is unable to attend or monitor a meeting.  Each party shall 
have the right to replace the representative upon notice to the other party.  
The board visitation rights granted under this Section 9.14 shall terminate 
upon the earlier of (i) the termination of this Agreement or (ii) the merger 
or sale of substantially all the assets of either party.

     10.     GENERAL REPRESENTATIONS AND WARRANTIES. 

             10.1    GENERAL REPRESENTATIONS.  Each party hereby represents 
and warrants:

                     10.1.1  CORPORATE POWER. Such party is duly organized 
and validly existing under the laws of the state of its incorporation and has 
full corporate power and authority to enter into this Agreement and to carry 
out the provisions hereof.

                     10.1.2  DUE AUTHORIZATION. Such party is duly authorized 
to execute and deliver this Agreement and to perform its obligations 
hereunder.

                     10.1.3  BINDING AGREEMENT. This Agreement is a legal and 
valid obligation binding upon it and enforceable in accordance with its terms 
except as limited by bankruptcy, insolvency, or similar laws. The execution, 
delivery and performance of this Agreement by such party does not conflict 
with any agreement, instrument or understanding, oral or written, to which it 
is a party or by which it may be bound, nor violate any law or regulation of 
any court, governmental body or administrative or other agency having 
jurisdiction over it.

                     10.1.4  LITIGATION. To the best knowledge of GateField, 
there is no claim, investigation, litigation, suit, or proceeding, 
administrative or judicial pending or threatened

                                     15
<PAGE>

against GateField Intellectual Property Rights that will be used in the 
Distribution Products or Distribution Product Software, at law or in equity, 
before any federal, state, local, or foreign court, or regulatory agency or 
other governmental authority.  GateField has not received any notice of any 
such proceeding.

     11.     WARRANTY.

             11.1    Actel and GateField shall mutually agree to a warranty 
policy, which shall apply to products sold to third parties and to Actel for 
internal use.

     12.     DISPUTE RESOLUTION.

             12.1    EXECUTIVE MEETINGS. 

                     12.1.1  The provisions of this SECTION 12.1 shall not 
apply to any breaches related to the protection of Intellectual Property 
Rights. 

                     12.1.2  Each party shall provide written notification of 
any matter which it believes is a breach of the Agreement. The Designated 
Officers of Actel and GateField shall meet and confer in an effort to resolve 
such possible breach, and shall prepare a plan to remedy the same within 
thirty (30) days of written notification. The Designated Officers shall meet 
every (30) days thereafter to review progress to plan.  To the extent the 
parties agree to a remedy plan, the party against whom a breach is asserted 
shall have ninety (90) days to cure such breach.  In the event the parties 
are unable to agree to a remedy plan within thirty (30) days of notification, 
the parties shall appoint a mediator to assist both parties during the ninety 
(90) day cure period.

                     12.1.3  In the event the alleged breach is not cured 
within the ninety (90) period provided for above or if a breach cannot be 
cured, the parties shall promptly appoint an arbitrator to determine if there 
is a material breach of the Agreement. In the event the arbitrator finds that 
a material breach has occurred and the arbitrator determines that the 
breaching party has not acted in good faith (a "Bad Faith Breach"), the sole 
remedy of the non-breaching party shall be as set forth in SECTION 12.3.2 and 
SECTION 12.3.3 or 12.3.4, as appropriate. In the event that the arbitrator 
determines that the breaching party has acted in good faith and such breach 
is not cured within the cure period specified by the aribtrator, the remedy 
of the non-breaching party shall be as set forth in SECTION 12.3.2 and, in 
the arbitrator's discretion, may include the remedies set forth in SECTION 
12.3.3 or 12.3.4, as appropriate.  The cure period the arbitrator may provide 
shall be no more than ninety (90) days and no less than thirty (30) days.

             12.2    ARBITRATION. If the parties submit a matter to 
arbitration pursuant to SECTION 12.1.3, any controversy or claim arising out 
of or relating to this Agreement, or the existence, validity, breach or 
termination hereof, whether during or after its term, will be finally settled 
by compulsory arbitration in accordance with the default procedures of 
J-A-M-S/Endispute or such other procedures as the parties may agree upon, 
using one arbitrator selected by mutual agreement of the parties. The 
arbitrator's authority in granting relief is expressly limited by the 
principles of substantive law and to terms and conditions of this Agreement, 
including any exhibits incorporated into this Agreement by reference. 

                                   16
<PAGE>


                     12.2.1  FAILURE TO APPOINT. If the parties fail to agree 
on an arbitrator within fifteen (15) days of their agreement to arbitrate, 
then either party (on behalf of both parties) may request such appointment by 
the then President of the San Francisco chapter of J-A-M-S/Endispute (or any 
organization successor thereto) or any person or committee designated by such 
President. The arbitrator appointed pursuant to this SECTION 12.2.1 need not 
be selected from any list of the J-A-M-S/Endispute, but may not be an 
employee, affiliate or contractor of either party. Thereafter, the 
arbitration shall proceed as further set forth within this SECTION 12.2.

                     12.2.2  ARBITRATION PROCEEDINGS. The arbitrator shall, 
after affording to both parties a reasonable opportunity to undertake 
discovery, take depositions and then submit evidence and to otherwise be 
heard, make its determination in writing and shall give prompt written notice 
thereof concurrently to both parties. The arbitrator or arbitrators shall 
have no power to award punitive or consequential damages.

                     12.2.3  FEES AND EXPENSES. Each party shall bear its own 
expenses in arbitration or litigation and the expenses of the arbitrator 
shall be borne equally. If either party (hereinafter in this sentence 
referred to as the "defaulting party") shall fail to pay its share of any 
fees or expenses of the arbitrator, then the other party (hereinafter in this 
sentence referred to as the "creditor party") may pay the share of the 
defaulting party on behalf of the defaulting party and the defaulting party 
shall, upon demand, reimburse the creditor party for such payment together 
with interest thereon at the prime rate (as quoted by the Bank of America on 
the date the obligation to make payments arises).

             12.3    REMEDIES FOR BREACH OF CONTRACT.

                     12.3.1  The executive meetings and arbitration 
procedures set forth in SECTIONS 12.1 and 12.2 above and the provisions below 
are the sole remedies for breach; provided that in the event of a violation 
by one party of the other's Intellectual Property Rights or the 
confidentiality obligations set forth in SECTION 14.5, such party shall have 
the right to seek equitable remedies from a court of competent jurisdiction 
immediately subject to SECTION 7 Covenant Not to Sue.

                     12.3.2  If a material breach is found, the effect shall 
be the same as if the breaching party had terminated the Agreement or, at the 
election of the non-breaching party, had given notice of termination, in 
either case as of the date of the arbitrator's decision and the lapse of cure 
period, pursuant to SECTION 14.5 unless the non-breaching party waives such 
breach in writing and agrees to continue the Agreement as if the breach has 
not occurred.

                     12.3.3  If Actel is found to have committed a Bad Faith 
Breach, GateField shall have the rights set forth in SECTION 14.4 and shall 
be entitled to liquidated damages in the amount of Three Million Dollars 
($3,000,000) (the "Start-Up Costs").

                     12.3.4  If GateField is found to have committed a Bad 
Faith Breach, Actel shall (i) have the rights set forth in SECTION 14.3, (ii) 
the rights under SECTION 7 COVENANT NOT TO SUE shall continue perpetually, 
and (iii) be entitled to liquidated damages in the amount of the

                                   17
<PAGE>


Start-Up Costs. If such Bad Faith Breach occurs after the assignment of the 
Agreement by GateField in connection with an acquisition of GateField by an 
Acquiring Party, then the notice period for termination by GateField shall be 
extended to thirty-six (36) months.

     13.     LIMITATION OF LIABILITY. 

             13.1    LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY 
BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, 
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The parties acknowledge that the 
foregoing limitations are an essential element of the Agreement between the 
parties and that in the absence of such limitations the pricing and other 
terms set forth in this Agreement would be substantially different.

     14.     TERM; TERMINATION OF AGREEMENT.

             14.1    TERM. This Agreement becomes effective on the Effective 
Date and shall continue in full force and effect until terminated by either 
party with not less than eighteen (18) months' written notice prior to the 
date of termination, PROVIDED, HOWEVER, that neither party may give notice of 
termination before the third anniversary of the Effective Date.

             14.2    TERMINATION. 

                     14.2.1  INSOLVENCY; ASSIGNMENT FOR CREDITORS; 
BANKRUPTCY. This Agreement shall immediately terminate upon any of the 
following events (each, an "Automatic Termination Event"): (i) in the event 
of the insolvent party's voluntary or involuntary liquidation or dissolution 
pursuant to Chapter 7 of the United States Bankruptcy Code, (ii) in the event 
that the insolvent party makes a general assignment for the benefit of 
creditors or is declared insolvent or bankrupt by a court of competent 
jurisdiction pursuant to Chapter 7 of the United States the Bankruptcy Code 
or Section 493.010 of the California Civil Code, (iii) in the event that a 
petition shall have been filed against the insolvent party pursuant to 
Chapter 7 of the United States Bankruptcy Code or state law liquidation, the 
effect of which is to cause the insolvent party to have its business 
effectively discontinued, and such petition has not been opposed by the 
insolvent party or said opposition has been rejected.

             14.3    AUTOMATIC TERMINATION EVENT OF GATEFIELD. In the event 
of an Automatic Termination Event with respect to GateField and to the extent 
permitted by applicable bankruptcy laws,

                     14.3.1  Actel shall retain the exclusive right to 
distribute and sell the Distribution Products and the Distribution Product 
Software granted under SECTION 2.1;

                     14.3.2  Actel shall receive the non-exclusive right to 
manufacture the Distribution Products and GateField will provide to Actel the 
database and test tapes and other documentation and materials required to 
perform such manufacturing;

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<PAGE>


                     14.3.3  The rights of Actel under SECTION 7 COVENANT NOT 
TO SUE continue with respect to any Distribution Products perpetually;

                     14.3.4  Actel shall have the non-exclusive, internal use 
license to the source code for the Distribution Product Software in escrow as 
set forth in the Escrow Agreement;

                     14.3.5  Actel shall have the right to purchase 
GateField's inventory with respect to Distribution Products at cost;

                     14.3.6  Actel shall be released from the 
non-solicitation obligation set forth in SECTION 8; and

                     14.3.7  The Agreement and all payment obligations of 
Actel under the Agreement for future distribution shall terminate; provided, 
however, Actel shall continue to be liable to GateField for outstanding 
amounts payable to GateField. 

             14.4    AUTOMATIC TERMINATION EVENT OF ACTEL. In the 
event of an Automatic Termination Event with respect to Actel, and to the 
extent permitted by applicable bankruptcy laws,

                     14.4.1  GateField shall be granted an exclusive, 
royalty-free, perpetual license to use, distribute, sell, and modify the 
derivative products, documentation, trademarks, collateral, and any other 
materials of Actel related to the Distribution Products;

                     14.4.2  The rights of GateField under SECTION 7 COVENANT 
NOT TO SUE shall continue perpetually;

                     14.4.3  GateField shall receive Actel's customer list 
and copies of contracts;

                     14.4.4  GateField shall obtain the right to purchase 
Actel's inventory of Distribution Products at cost;

                     14.4.5  GateField shall be released from the 
non-solicitation obligation set forth in SECTION 8 AND SECTION 9.8; and

                     14.4.6  The Agreement and all payment obligations of 
GateField under the Agreement shall terminate; provided, however, GateField 
shall continue to be liable to Actel for outstanding amounts payable to Actel.

             14.5    EFFECT OF NOTICE OF TERMINATION. 

                     14.5.1  If Actel, provides written notice of its intent 
to terminate the Agreement,

                                        19
<PAGE>


                             14.5.1.1  Actel shall have a non-exclusive 
right to continue to sell the current Distribution Products until EOL. 
Actel's rights as an exclusive distributor shall terminate immediately upon 
written notice by GateField; 

                             14.5.1.2  Actel shall have a non-exclusive 
license to distribute the Distribution Products Software until EOL for the 
applicable Distribution Products; and

                             14.5.1.3  Actel shall continue to be 
obligated to make payments under the Agreement and the Agreement shall be 
binding on Actel until all its obligations have been satisfied in full.

                             14.5.1.4  GateField agrees to continue to 
manufacture Distribution Products and to provide support for such products as 
set forth in EXHIBIT E (BUSINESS PRACTICES AND PROCEDURES) until EOL;

                             14.5.1.5  GateField shall be released from the 
licensing restrictions set forth in SECTION 9.8.

                     14.5.2  If GateField provides written notice of its 
intent to terminate the Agreement,

                             14.5.2.1  Actel shall continue to have an 
exclusive right to distribute and sell the Distribution Products until EOL;

                             14.5.2.2  Actel shall have the license to 
distribute the Distribution Product Software until EOL of applicable 
Distribution Products;

                             14.5.2.3  GateField agrees to continue to 
manufacture Distribution Products and to provide support for such products as 
set forth in EXHIBIT E (BUSINESS PRACTICES AND PROCEDURES) until EOL;

                             14.5.2.4  Actel shall have a 
non-exclusive, non-transferable right to distribute the following products 
(until EOL for such products), provided that such products achieve Product 
Release within twenty-four (24) months after the termination date: (i) all 
Next Generation of the Distribution Products existing as of the termination 
date, (ii) the first New Product which achieves Product Release after the 
termination date, and (iii) any Next Generation of such New Product. For 
purposes of this SECTION 14.5.2.4., the New Product shall include all 
families of New Products which achieve Product Release during the seven (7) 
month period following the Product Release of the first New Product. 
GateField shall supply the Distribution Products to Actel at prices no less 
favorable than any other customer purchasing similar volume of the 
Distribution Products; and

                               20
<PAGE>


                             14.5.2.5  Actel shall continue to be 
obligated to make payments under the Agreement and all provisions of the 
Agreement shall be binding on Actel until all obligations of Actel have been 
performed in full.

             14.6    DUTIES OF ACTEL UPON EXPIRATION OF ACTEL RIGHTS. Upon 
the termination of Actel's rights to sell the Distribution Products under 
this Agreement, Actel agrees to do the following: (1) refrain thereafter from 
representing itself as distributor of the Distribution Products except as 
specifically permitted herein; (2) pay any amounts due and payable to 
GateField under the Agreement; and (3) cease all distribution of the 
Distribution Products except as expressly permitted herein.

             14.7    SURVIVAL. SECTIONS 1, 2.3, 2.5, 2.6, 9.11, 12, 13, 14.6, 
15, 16, AND 17 shall survive any termination or expiration of the Agreement.  

      15.    CONFIDENTIAL INFORMATION.

             15.1    CONFIDENTIALITY. During the term of this Agreement and 
for five (5) years thereafter, each party will maintain in confidence all 
Confidential Information disclosed to it by the other party. The receiving 
party shall not use, disclose or grant use of such Confidential Information 
except as expressly authorized by this Agreement. To the extent that 
disclosure is authorized by this Agreement, the receiving party will obtain 
prior agreement from its employees, agents or consultants to whom disclosure 
is to be made to hold in confidence and not make use of such information for 
any purpose other than those permitted by this Agreement. The receiving party 
will use at least the same standard of care as it uses to protect its own 
confidential information of a similar nature to ensure that such employees, 
agents or consultants do not disclose or make any unauthorized use of the 
Confidential Information. The receiving party will promptly notify the 
disclosing party upon discovery of any unauthorized use or disclosure of the 
Confidential Information.

             15.2    EXCEPTIONS. The obligations of confidentiality contained 
in SECTION 15.1 will not apply to the extent that it can be established by 
the receiving party competent proof that such Confidential Information:

                     15.2.1  was already known to the receiving party, other 
than under an obligation of confidentiality, at the time of disclosure by the 
disclosing party;

                     15.2.2  was generally available to the public or 
otherwise part of the public domain at the time of its disclosure to the 
receiving party;

                     15.2.3  became generally available to the public or 
otherwise part of the public domain after its disclosure and other than 
through any act or omission of the receiving party in breach of this 
Agreement;

                     15.2.4  was disclosed to the receiving party, other than 
under an obligation of confidentiality, by a third party who had no 
obligation to the disclosing party not to disclose such information to others.

                                   21
<PAGE>


     16.     INDEMNIFICATION.

             16.1    ACTEL INDEMNITY. Actel agrees to defend, indemnify and 
hold GateField harmless from and against any and all liabilities, claims, 
suits, proceedings, losses, damages, costs and expenses (including without 
limitation reasonable attorneys' fees) made against or incurred by GateField 
as a result of (i) any injury or damage to person or property caused by Actel 
or any Actel products (but for Distribution Products, costs will be included 
in Cost of Sales), (ii) any negligence, misrepresentation, or error or 
omission by or on behalf of Actel (but for Distribution Products, costs will 
be included in Cost of Sales), and (iii) any claim of infringement or 
misappropriation of any third party Intellectual Property Right attributable 
to any Actel products (excluding Distribution Products) or any modifications, 
enhancements or derivative works related to the Distribution Products not 
expressly authorized by GateField.

             16.2    GATEFIELD INDEMNITY. GateField agrees to defend, 
indemnify and hold Actel harmless from and against any liabilities, claims, 
suits, proceedings, losses, damages, costs and expenses (including without 
limitation reasonable attorneys' fees) made against or incurred by Actel as a 
result of (i) any injury or damage to person or property caused by GateField 
or any GateField products (but for Distribution Products, costs will be 
included in Cost of Sales), (ii) any third party claim of infringement or 
misappropriation of any third party Intellectual Property Right attributable 
to the use or sale of the Distribution Products, and (iii) any negligence, 
misrepresentation, or error or omission by or on behalf of GateField (but for 
Distribution Products, costs will be included in Cost of Sales). The 
provisions of the foregoing indemnity shall not apply with respect to any 
instances of alleged infringement based upon or arising out of the use of the 
Distribution Products: (i) which have been modified by Actel without the 
express written authorization of GateField; or (ii) if an alleged 
infringement or liability arises from Actel combining the Distribution 
Products with any equipment or devices not supplied by GateField, and such 
equipment or devices or the combination with the Distribution Products 
infringes or misappropriates the Intellectual Property Rights of a third 
party or causes injury to a third party, if but for such combining or 
allowing combination of such equipment or devices with the Distribution 
Products, the infringement or injury would not exist.

             16.3    INDEMNIFICATION PROCEDURES; SOLE REMEDY. The party 
seeking indemnification ("Indemnitee") must provide the other party 
("Indemnitor") (i) prompt written notice of the existence of a claim; (ii) 
sole control of the defense or settlement of such claim; and (iii) reasonable 
assistance upon Indemnitor's request and at Indemnitor's reasonable expense. 
No settlement, consent judgment or other voluntary final disposition of any 
suit related to the Distribution Products may be entered into by either 
GateField or Actel without the prior written approval of the other party, 
which approval shall not unreasonably be withheld. THE FOREGOING INDEMNITY 
STATES THE SOLE AND EXCLUSIVE REMEDY OF GATEFIELD AND ACTEL AND THE ENTIRE 
LIABILITY AND OBLIGATION OF EACH PARTY WITH RESPECT TO ANY CLAIMS OF 
INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE 
DISTRIBUTION PRODUCTS. 

                                   22
<PAGE>


     17.     MISCELLANEOUS.

             17.1    RECORDS RETENTION. Each party will keep complete and 
accurate records pertaining to the sale of the Distribution Products. Such 
records will be maintained for a three-year period following the year in 
which any such payments were made hereunder.

             17.2    AUDIT REQUEST. Each party will have the right to engage, 
at its own expense, an independent, certified public accountant reasonably 
acceptable to the other party, to examine the other party's records from time 
to time as may be necessary to determine, with respect to any calendar year, 
the correctness of any report or payment made under this Agreement. If any 
such audit reveals an underpayment of more than five percent (5%) of the 
correct amount due hereunder, such audit will be at the expense of the 
underpaying party. If any audit conducted shall show that a party underpaid 
or overpaid the amounts due to the other party as to the period subject to 
the audit, then such underpayment or overpayment shall be adjusted in the 
following month's payment to GateField.

             17.3    WAIVER. No failure or delay by any party hereto in 
exercising any right, power or privilege hereunder shall operate as a waiver 
thereof, nor shall any single or partial waiver thereof include any other or 
further exercise thereof or the exercise of any other right, power or 
privilege.

             17.4    AMENDMENT. Unless otherwise provided herein, this 
Agreement may not be changed, waived, discharged, or terminated orally, but 
only by a written document signed by duly authorized officers of each of the 
parties hereto.

             17.5    EXPORT LAW COMPLIANCE. Actel understands and recognizes 
that the Distribution Products and other materials made available to it 
hereunder may be subject to the export administration regulations of the 
United States Department of Commerce and other United States government 
regulations related to the export of technical data and products produced 
therefrom. Actel agrees to comply with all such regulations, including any 
future modifications thereto, in connection with the distribution of the 
Products. Actel agrees to obtain the same agreement from each of its 
affiliates and end users. Actel hereby agrees to indemnify and hold GateField 
harmless from any breach of this SECTION 17.5.

             17.6    FOREIGN CORRUPT PRACTICES ACT. Actel hereby agrees that 
it shall comply with the requirements of the U.S. Foreign Corrupt Practices 
Act (the "Act") and shall refrain from any payments to third parties which 
would cause GateField or Actel to violate the Act. Actel hereby agrees to 
indemnify and hold GateField harmless from any breach of this SECTION 17.6.

            17.7    GOVERNING LANGUAGE. The official text of this Agreement 
shall be in the English language as used in the United States, and any 
interpretation or construction of this Agreement shall be based solely on the 
English-language text. In addition, all communications, notices, mediation or 
arbitration proceedings shall also be in the English language as used in the 
United States.

                                      23
<PAGE>


            17.8    NOTICES. All notices and other communications required or 
permitted hereunder shall be in writing and shall be deemed to have been 
received: (a) when delivered personally; (b) when sent by confirmed 
facsimile; (c) five (5) days after having been sent by registered or 
certified mail, return receipt requested, postage prepaid; or (d) one (1) day 
after deposit with a commercial overnight carrier with written verification 
of receipt.

            17.9    RELATIONSHIP OF PARTIES. Nothing herein contained shall 
be deemed to create an agency, joint venture or partnership relation between 
the parties hereto. It is understood and agreed that Actel is not, by reason 
of this Agreement or anything herein contained, constituted or appointed the 
agent or representative of GateField for any purpose whatsoever, nor shall 
anything herein contained be deemed or construed as granting to Actel any 
right or authority to assume or to create any obligation or responsibility, 
express or implied, for, on behalf of, or in the name of GateField, or to 
bind GateField in any way or manner whatsoever.

            17.10   ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any 
interest or obligation herein is assignable or transferable by either party 
without the prior written consent of the other except in connection with a 
Change in Ownership, PROVIDED, HOWEVER, that Actel may assign this Agreement 
in connection with reincorporation to Nevada. Subject to the foregoing, this 
Agreement shall be binding upon any successors and assignees of the parties. 
Any attempted assignment or transfer in violation hereof shall be null and 
void from the beginning in which the new owner is bound by the terms of the 
Agreement.

            17.11   MERGER DISCUSSIONS. In the event that either party 
enters into discussions with a third party regarding an acquisition, and such 
discussions have proceeded to the stage where both parties have participated 
in meetings with outside legal counsel present, such party shall provide the 
other party notice of the name of the party with whom such discussions take 
place, but not the content of such discussions.  All information provided by 
one party to the other party pursuant to this SECTION 17.11 shall be deemed 
to be Confidential Information. 

            17.12   GOVERNING LAW; VENUE. This Agreement is made in 
accordance with and shall be governed and construed in accordance with the 
laws of the State of California as between California residents, without 
regard to conflicts of laws rules. Actel hereby agrees to consent to the 
personal jurisdiction of the state and federal courts having jurisdiction 
over disputes arising in Santa Clara County, California. The UN Convention on 
the International Sale of Goods shall not apply to this Agreement.

            17.13   SEVERABILITY. Whenever possible, each provision of the 
Agreement will be interpreted in such manner as to be effective and valid 
under applicable law, but if any provision of the Agreement is held to be 
prohibited by or invalid under applicable law, such provision will be 
ineffective only to the extent of such prohibition or invalidity, without 
invalidating the remainder of the Agreement.

           17.14   ENTIRE AGREEMENT. This Agreement, including all exhibits 
attached hereto, constitutes the entire agreement between the parties with 
respect to the subject matter hereof, and supersedes any prior agreements, or 
understandings of the parties hereto in either written or oral form.

                                     24
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have duly executed this Product 
Marketing Agreement and the Exhibits attached hereto and incorporated herein 
by reference, as of the first date set forth above.

ACTEL CORPORATION                             GATEFIELD CORPORATION

By: John East                                 By: James R. Fiebiger
    -------------------------                     -----------------------------
Name: /s/ John East                           Name: /s/ James R. Fiebiger
      -----------------------                       ---------------------------
Title: President and CEO                      Title: Chief Executive Officer
       ----------------------                        --------------------------

                                       25