<PAGE>

                                 LICENSE AGREEMENT

     THIS LICENSE AGREEMENT (this "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 ("LICENSOR"), and ACTEL CORPORATION, a California 
corporation with offices at 955 East Arques Avenue, Sunnyvale, California 
94086 ("LICENSEE").

                                          
                                     AGREEMENT

1.   DEFINITIONS.  As used in this Agreement:

     "EXECUTABLE CODE" means the fully compiled version of a software program 
that can be executed by a computer and used by an end user without further 
compilation.

     "LICENSED PRODUCTS" means the Distribution Products and any New Product 
family and Next Generation products developed by Licensee pursuant to this 
Agreement.

     "LICENSE FEE" means One Million Dollars ($1,000,000).

     "LICENSED SOFTWARE" means the Distribution Product Software and 
including any modifications, enhancements, or derivative works thereof 
created by Licensee pursuant to this Agreement.

     "PRODUCT MARKETING AGREEMENT" means the Product Marketing Agreement of 
even date herewith executed by and between Licensor and Licensee.

     "RELEASE EVENT" means (a) a Bad Faith Breach by Licensor under the 
Product Marketing Agreement or (b) Licensor is not capable of producing 
Licensed Products and is not engaging in commercially reasonable efforts to 
attempt to supply Licensed Products to Licensor or (c) Licensor refuses to 
supply Licensed Products to Licensor in accordance with the Product Marketing 
Agreement.

     "SOURCE CODE" means the human-readable version of a software program 
that can be compiled into Executable Code.

     Unless otherwise defined herein, capitalized terms are used herein as 
defined in the Product Marketing Agreement.

2.   LICENSE GRANT.  Subject to the terms and conditions of this Agreement 
and in consideration of the License Fee, the receipt of which Licensor hereby 
acknowledges, Licensor hereby grants to Licensee the following rights and 
licenses under all GateField Intellectual Property Rights:

     2.1  LICENSED PRODUCTS. A fully-paid, non-exclusive, non-transferable 
(except in connection with a Change in Ownership), worldwide license to (a) 
make, have made, import, and 


                                       1.
<PAGE>
use Licensed Products, (b) offer for sale and sell Licensed Products, and (c) 
design and develop New Product and Next Generation products.

     2.2  LICENSED SOFTWARE. A limited, fully-paid, non-exclusive, 
non-transferable (except in connection with a Change in Ownership), worldwide 
license to (a) reproduce, have reproduced, import, and use the Licensed 
Software in Executable Code form, (b) offer for sale and sell the Licensed 
Software in Executable Code form, and (c) modify, enhance, and create 
derivative works of the Licensed Software.

3.   COVENANTS

     3.1  ESCROW. Licensor covenants and agrees to enter into an escrow 
agreement substantially in the form set forth in EXHIBIT A ("Escrow 
Agreement") with Licensee and an independent escrow agent, which shall 
provide for access by Licensee to the source code of the Licensed Software 
and the database and test tapes of the Licensed Products upon the occurrence 
of a Release Event. Under such Escrow Agreement, Licensor will agree to 
deposit source code of the Licensed Software and the database and test tapes 
of the Licensed Products and related materials, and periodic updates thereto, 
into the account maintained by such escrow agent. Licensee agrees to be 
responsible for any escrow fees payable to maintain such escrow account.

     3.2  MANUFACTURING AND REPRODUCTION.  Licensee covenants and agrees 
that, until the occurrence of a Release Event, it will exercise its rights 
pursuant to Sections 2.1(a) and 2.2(a) exclusively pursuant to the Product 
Marketing Agreement.

     3.3  DEVELOPMENT.  Licensee covenants and agrees that, until the 
occurrence of a Release Event, it will not exercise its rights pursuant to 
Sections 2.1(c) and 2.2(c) of this Agreement.  Licensee further covenants and 
agrees that its rights pursuant to Section 2.1(c) of this Agreement will be 
limited to the development of one New Product family, if a New Product had 
not already been supplied to Licensee by Licensor under the Product Marketing 
Agreement upon the occurrence of a Release Event, and to Next Generations of 
such New Product family (if applicable) and Licensed Products that had 
already been supplied to Licensee by Licensor under the Product Marketing 
Agreement upon the occurrence of a Release Event.

     3.4  RESTRICTIONS ON USE.  Licensee acknowledges Licensor's claim that 
the Licensed Products and Licensed Software and their structure, organization 
and Source Code constitute valuable trade secrets of Licensor and its 
suppliers. Accordingly, Licensee agrees that, prior to the occurrence of a 
Release Event, it will not (a) modify, adapt, alter, translate, or create 
derivative works from the Licensed Product or Licensed Software; (b) merge 
the Licensed Products or Licensed Software with other software, except that 
Licensee may integrate the Licensed Software with its own software and 
software licensed from third parties; (c) reverse engineer, decompile, 
disassemble, or otherwise attempt to derive the Source Code for the Licensed 
Products or Licensed Software for the purpose of manufacturing, replicating, 
or developing similar products; or (d) otherwise use or copy the Licensed 
Products or Licensed Software except as expressly allowed under Section 2.  
Licensee further agrees that, following the occurrence of a Release Event, it 
will engage in the activities described in the foregoing sentence only for 
the purpose of exercising its rights under Sections 2 and 3.3.


                                       2.
<PAGE>
4.   LICENSE FEE.  The License Fee excludes all applicable sales, use and 
other taxes and all applicable export and import fees, customs duties and 
similar charges, and Licensee will be responsible for payment of all such 
taxes (other than taxes based on Licensor's income), fees, duties and 
charges, and any related penalties and interest, arising from the payment of 
the License Fee.

5.   WARRANTIES.  LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED OR   
STATUTORY, REGARDING THE LICENSED PRODUCTS OR LICENSED SOFTWARE, INCLUDING 
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, 
AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  LICENSEE ACKNOWLEDGES THAT IT 
HAS RELIED ON NO WARRANTIES IN THIS AGREEMENT AND THAT NO WARRANTIES ARE MADE 
BY ANY OF LICENSOR'S SUPPLIERS.

6.   LIMITATION OF LIABILITY.  IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY 
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING 
ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. 
LICENSOR'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND 
THE LICENSED PRODUCTS OR LICENSED SOFTWARE, WHETHER IN CONTRACT OR TORT OR 
OTHERWISE, WILL NOT EXCEED THE AMOUNT OF LICENSE FEE PAID TO LICENSOR 
HEREUNDER. LICENSEE ACKNOWLEDGES THAT THE LICENSE FEE REFLECTS THE ALLOCATION 
OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO 
THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN ADDITION, 
LICENSEE DISCLAIMS ALL LIABILITY OF ANY KIND OF LICENSOR'S SUPPLIERS.

7.   TERM AND TERMINATION

     7.1  TERM.  The term of this Agreement will begin on the Effective Date 
and will continue for seven (7) years unless terminated pursuant to SECTION 
7.2.

     7.2  TERMINATION.  Licensee may terminate this Agreement at any time, 
with or without cause, upon written notice to Licensor.  Licensor may 
terminate this Agreement, effective immediately upon written notice to 
Licensee, if Licensee breaches any provision of this Agreement such breach 
remains uncured at the end of any applicable cure period.  The provisions of 
Section 12 of the Product Marketing Agreement are incorporated herein by this 
reference, and such provision shall apply to any breaches of this Agreement.  
This Agreement shall automatically terminate upon termination of the Product 
Marketing Agreement (a) by mutual agreement or (b) pursuant to Section 12.3.2 
of the Product Marketing Agreement as a result of a breach by Licensee.

     7.3  EFFECTS OF TERMINATION.  Upon expiration or termination of this 
Agreement for any reason, all licensed rights granted in this Agreement will 
immediately cease to exist.  Notwithstanding the foregoing, if (a) this 
Agreement does not terminate pursuant to Section 7.2(a) or pursuant to 
Section 7.2(b) as a result of a Bad Faith Breach by Licensee and 


                                       3.
<PAGE>
(b) a Release Event has occurred prior to the termination of this Agreement, 
Licensee shall have a perpetual, fully-paid, non-exclusive right and license 
under all GateField Intellectual Property Rights to (i) make, have made, 
import, use, offer for sale, and sell all Licensed Products that Actel sells, 
offers for sale, or samples on or before the termination of this Agreement, 
and (ii) reproduce, have reproduced, import, use, offer for sale, and sell in 
Executable Code form all Licensed Software that Actel licenses, offers for 
license, or delivers to customers in beta form on or before the termination 
of this Agreement.

     7.4  SURVIVAL.  Sections 1 ("Definitions"), 3.4 ("Restrictions on Use"), 
5 ("Limitation of Liability"), 6.3 ("Effects of Termination"), and 7 
("General") will survive expiration or termination of this Agreement for any 
reason.

8.   GENERAL

     8.1  PROPRIETARY RIGHTS.  The Licensed Software, and all worldwide 
Intellectual Property Rights therein, are the exclusive property of Licensor 
and its suppliers.  All rights in and to the Licensed Software not expressly 
granted to Licensee in this Agreement are reserved by Licensor and its 
suppliers. Licensee will not remove, alter, or obscure any proprietary 
notices (including copyright notices) of Licensor on the Licensed Software or 
the Licensed Products.

     8.2  COMPLIANCE WITH LAWS.  Licensee will comply with all applicable 
export and import control laws and regulations in its use of the Licensed 
Products and Licensed Software and, in particular, Licensee will not export 
or re-export the Licensed Products or Licensed Software without all required 
United States and foreign government licenses. Licensee will defend, 
indemnify and hold harmless Licensor from and against any violation of such 
laws or regulations by Licensee or any of its agents, officers, directors, or 
employees.

     8.3  INSPECTIONS.  Licensee will permit Licensor or its representatives 
to review Licensee's relevant records and inspect Licensee's facilities to 
ensure compliance with this Agreement.  Licensor will give Licensee at least 
ten (10) days advance notice of any such inspection and will conduct the same 
during normal business hours in a manner that does not unreasonably interfere 
with Licensee's normal operations.

     8.4  ASSIGNMENTS.  Licensee may not assign or transfer, by operation of 
law or otherwise, any of its rights under this Agreement (including its 
licenses with respect to the Licensed Products or Licensed Software) to any 
third party without Licensor's prior written consent except in connection 
with a Change in Ownership. Any attempted assignment or transfer in violation 
of the foregoing will be void.

     8.5  RIGHTS IN BANKRUPTCY.  All rights and licenses granted under or 
pursuant to this Agreement are and shall be deemed to be, for purposes of 
Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to 
"intellectual property" as defined under Section 101 of the U.S. Bankruptcy 
Code.  The parties agree that Licensee, as a licensee of such rights under 
this Agreement, shall retain and may fully exercise all of its rights and 
elections under the U.S. Bankruptcy Code.


                                       4.
<PAGE>
     8.6  NOTICES.  All notices, consents and approvals under this Agreement 
must be delivered in writing by courier, by electronic facsimile (fax), or by 
certified or registered mail, (postage prepaid and return receipt requested) 
to the other party at the address set forth beneath such party's signature, 
and will be effective upon receipt or three (3) business days after being 
deposited in the mail as required above, whichever occurs sooner.  Either 
party may change its address by giving notice of the new address to the other 
party.

     8.7  GOVERNING LAW AND VENUE.  This Agreement will be governed by the 
laws of the State of California as such laws apply to contracts between 
California residents performed entirely within California.  The United 
Nations Convention on Contracts for the International Sale of Goods does not 
apply to this Agreement.  Any action or proceeding arising from or relating 
to this Agreement must be brought in a federal court in the Northern District 
of California or in state court in Santa Clara County, California, and each 
party irrevocably submits to the jurisdiction and venue of any such court in 
any such action or proceeding.

     8.8  REMEDIES.  Except as provided in SECTIONS 5 AND 6, the parties' 
rights and remedies under this Agreement are cumulative. Licensee 
acknowledges that the Licensed Products and Licensed Software contain 
valuable trade secrets and proprietary information of Licensor, that any 
actual or threatened breach of SECTION 3 will constitute immediate, 
irreparable harm to Licensor for which monetary damages would be an 
inadequate remedy, and that injunctive relief is an appropriate remedy for 
such breach.  If any legal action is brought to enforce this Agreement, the 
prevailing party will be entitled to receive its attorneys' fees, court costs 
and other collection expenses, in addition to any other relief it may receive.

     8.9  WAIVERS.  All waivers must be in writing.  Any waiver or failure to 
enforce any provision of this Agreement on one occasion will not be deemed a 
waiver of any other provision or of such provision on any other occasion.

     8.10 SEVERABILITY.  If any provision of this Agreement is unenforceable, 
such provision will be changed and interpreted to accomplish the objectives 
of such provision to the greatest extent possible under applicable law and 
the remaining provisions will continue in full force and effect.  Without 
limiting the generality of the foregoing, Licensee agrees that SECTION 6 will 
remain in effect notwithstanding the unenforceability of any provision in 
SECTION 3.

     8.11 CONFIDENTIALITY OF AGREEMENT.  Neither party will disclose any 
terms of this Agreement to anyone other than its attorneys, accountants and 
other professional advisors except (a) as required by law or (b) pursuant to 
a mutually agreeable press (provided that any third party to whom the terms 
of this Agreement are to be disclosed signs a confidentiality agreement 
reasonably satisfactory to the other party).

     8.12 CONSTRUCTION.  The headings of Sections of this Agreement are for 
convenience and are not to be used in interpreting this Agreement.  As used 
in this Agreement, the word "including" means "including but not limited to".

     8.13 COUNTERPARTS.  This Agreement may be executed in counterparts, each 
of which will be considered an original, but all of which together will 
constitute the same instrument.


                                       5.
<PAGE>
     8.14 ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement 
between the parties regarding the subject hereof and supersedes all prior or 
contemporaneous agreements, understandings, and communication, whether 
written or oral.  This Agreement may be amended only by a written document 
signed by both parties.  The terms on any purchase order or similar document 
submitted by Licensee to Licensor will have no effect.


                                       6.
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
Effective Date.

<TABLE>
<CAPTION>
LICENSOR:                          LICENSEE:

GATEFIELD CORPORATION              ACTEL CORPORATION
<S>                                <C>
By: /s/ James R. Fiebiger          By: /s/ John East
    --------------------------         --------------------------
Name: James R. Fiebiger            Name: John East
      ------------------------           ------------------------

Title: Chief Executive Officer     Title: President and CEO
       -----------------------            -----------------------

Address for Notice:                Address for Notice:

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

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

Attn: ------------------------     Attn: ------------------------

Fax: -------------------------     Fax: -------------------------

</TABLE>

                                       6.