Development Agreement

                    - hereinafter referred to as "Agreement"



                                 by and between



                            Infineon Technologies AG

           a corporation duly incorporated under the laws of Germany,

          having offices at St.-Martin-Str. 53, 81541 Munchen, Germany

                     - hereinafter referred to as "Infineon"



                                       and





                                Actel Corporation

          a corporation duly incorporated under the laws of California,

     having offices at 955 East Arques Avenue, Sunnyvale, CA 94086-4533, USA

                     - hereinafter referred to as "Actel" -



         - both hereinafter referred to as "Parties" or one as "Party" -



                                       on

                     the Joint Development of C11FL Products


<PAGE>


                                    Preamble

WHEREAS,   Infineon   is   engaged   in   the   development,    production   and
commercialization  of  semiconductor  products,  including flash  technology for
semiconductor products.

WHEREAS,  Actel is engaged in the  development  and  commercialization  of field
programmable semiconductor products including flash technology cells.

WHEREAS, both Parties learned from the previous contractual cooperation
regarding the C9FL technology, which will be the basis for a successful
cooperation regarding C11FL technology;

WHEREAS,  both Parties  concluded the  Memorandum of  Understanding  of 12 April
2001;

NOW THEREFORE, the Parties agree as follows:

1.   Definitions

1.1  The term "ACTEL  FLASH FPGA" means any flash FPGA that was  developed or is
     developed  by or on behalf of Actel on the  basis of C11FL  TECHNOLOGY  for
     production in C11FL TECHNOLOGY.

1.2  The term "ACTEL  FLASH eFPGA CORE" means a reusable,  pre-designed  virtual
     flash FPGA,  whether  synthesizable or otherwise,  that was developed or is
     developed by or on behalf of Actel or extracted by Infineon  from the ACTEL
     FLASH FPGA on the basis of C11FL  TECHNOLOGY for use in the design of C11FL
     PRODUCTS,  including the programming switch,  architecture,  modules,  test
     software,  and software design tools used for mapping customer applications
     to and programming the embedded flash FPGA.

1.3  The term "ACTEL LEAD  PRODUCT"  means the first  Actel C11FL  PRODUCT  that
     Actel QUALIFIES and markets to its customers.

1.4  The term "BACKGROUND PATENTS" means patent applications,  patents,  utility
     models and other  statutory  protection,  which are embodied in INFORMATION
     and  under  which  one  Party  is  the  owner   and/or  has  the  right  of
     determination  at any time during the term of this  Agreement and which are
     not resulting from performing the DEVELOPMENT WORK.

1.5  The term "CC" means Infineon's division Security & Chip Card ICs.

1.6  The term "C11FL  TECHNOLOGY"  means the technology  (in particular  process
     technology, Infineon flash cells and circuits), which is described in ANNEX
     1 to this Agreement and RATIO STEPS thereof.

1.7  The term "C11FL  PRODUCTS"  means any Infineon or Actel products based upon
     C11FL TECHNOLOGY for production in C11FL TECHNOLOGY.  The term "Actel C11FL
     PRODUCTS"  means  C11FL  PRODUCTS  manufactured  by or for Actel.  The term
     "Infineon  C11FL  PRODUCTS"  means C11FL  PRODUCTS  manufactured  by or for
     Infineon

1.8  The  term  "DEVELOPMENT  WORK"  means  any and all  development  work to be
     performed  by the  Parties  in  accordance  with  Sections  2 and 3  below.
     DEVELOPMENT  WORK shall not include  any C11FL  TECHNOLOGY  or  development
     thereof.

1.9  The  term  "DEVELOPMENT  RESULTS"  means  any  and  all  results,   whether
     patentable  or  not,  in  written  or oral  form,  achieved  by  performing
     DEVELOPMENT  WORK, in particular  data relating to flash cell  reliability.
     For the avoidance of doubt, DEVELOPMENT RESULTS shall not include any C11FL
     TECHNOLOGY or any data and/or information relating to the specifications of
     any C11FL PRODUCT.

1.10 The term  "EFFECTIVE  DATE" means the date that this Agreement is signed by
     both Parties.

1.11 The term  "EMBEDDED  PRODUCT"  means a C11FL  PRODUCT  that (i) contains an
     ACTEL  FLASH  eFPGA  CORE and  (ii)  the  principal  use of the  device  is
     satisfied  primarily  by  functions  performed in those parts of the device
     that are not comprised of the ACTEL FLASH eFPGA CORE.

1.12 The term "FLASH  IPR" means any and all IPR of Actel  relating to the ACTEL
     FLASH eFPGA CORE.

1.13 The term "FPGA" means integrated circuits that implement field programmable
     logic the operation of which is determined after the integrated circuit has
     been manufactured.

1.14 The term  "INFINEON  FAB" means any foundry of Infineon or of any  company,
     which is affiliated  with Infineon  within the meaning of Section 15 of the
     German Stock Corporation Act (Aktiengesetz) ("Affiliate").

1.15 The term  "INFINEON  LEAD PRODUCT"  means the first  Infineon C11FL PRODUCT
     which Infineon QUALIFIES and markets to its customers.

1.16 The term "INFORMATION" means written and/or oral technical information with
     regard to the C11FL  TECHNOLOGY,  such  information  being available to one
     Party at any time during the term of this  Agreement and not resulting from
     performing the DEVELOPMENT WORK. However, INFORMATION shall not include any
     data and/or  information  relating to the specifications of any Infineon or
     Actel  C11FL   PRODUCT.   INFORMATION  of  Infineon  shall  be  limited  to
     information available at CC.

1.17 The  term  "INVENTION"  means  any and all (i)  ideas  and  conceptions  of
     potentially patentable subject matter, including,  without limitation,  any
     patent disclosures,  whether or not reduced to practice, and whether or not
     yet made the subject of a pending patent application or applications;  (ii)
     patent applications  relating thereto,  and (iii) United States,  European,
     international  and foreign  patents  issuing there from;  and all reissues,
     divisions,   renewals,   extensions,   provisionals,    continuations   and
     continuations-in-part thereof.

1.18 The term "JOINT  INVENTION"  means any INVENTION that is first conceived or
     reduced to practice by one or more of one Party's  employees or third party
     contractors with one or more of the other Party's  employees or third party
     contractors during the term and in the performance of this Agreement.

1.19 The term "IPR" means (by  whatever  name or term known or  designated)  any
     intellectual  property  rights  including,  without  limitation,   patents,
     registered designs,  copyrights,  trade secrets, moral rights and any other
     intellectual  property or proprietary  rights (except  trademarks,  service
     marks and related  rights)  eligible for  protection  under the laws of any
     country,  state  or  jurisdiction  including  registrations,  applications,
     renewals and extensions of such rights.

1.20 The term  "KNOW-HOW"  means any secret or overt  knowledge or  information,
     which is proprietary to either Party.

1.21 The term "MILESTONE PLAN" means the contents and time schedule set forth in
     ANNEX 2 to this Agreement.

1.22 The term  "QUALIFIES" or "QUALIFIED" or  "QUALIFICATION"  shall mean that a
     particular  C11FL  PRODUCT  performs in accordance  with the  qualification
     criteria  and  procedures  for such  products,  as  determined  in the sole
     discretion of the party who's product is at issue, and that, therefore, the
     particular product is released for manufacturing and shipment to customers.

1.23 The term "RATIO STEPS" means any process that is substantially  the same as
     and built on the base 0.13 micron  process  with shrink  design rules (e.g.
     0.13 shrink 0.10), such as C11FL-R technology.

2.   Carrying out of the DEVELOPMENT WORK

2.1  In General. Based on their different areas of expertise,  the Parties agree
     that each Party will perform the DEVELOPMENT  WORK as set forth in Sections
     2, 3 and ANNEX 2 hereof.

2.2  Development of Test Array.  The Parties shall  cooperate on the development
     and  testing  of a test  array  as  specified  in  ANNEX 3  ("Test  Array")
     according  to Sections 2 and 3 hereof.  Actel shall  design the Test Array,
     which  shall  contain  at least  the  identical  memory  cells and shall be
     operated  under the same  conditions  as the type  intended  INFINEON  LEAD
     PRODUCT  and ACTEL LEAD  PRODUCT.  Actel  shall  deliver  the Test Array to
     Infineon,  at the INFINEON FAB in Dresden,  Germany, in accordance with the
     MILESTONE PLAN. Actel shall prepare the design data (GDS-file) for the Test
     Array.

2.3  Test Array.  Infineon shall use the Test Array for early learning regarding
     reliability.  Infineon and Actel shall jointly  perform tests regarding the
     reliability of the flash cells in the Test Array ("Flash Cell Reliability")
     (collectively  "Testing").  The parties will measure Flash Cell Reliability
     by testing the Test Array for the reliability  factors set forth on ANNEX 4
     ("Reliability  Factors").  The Parties shall jointly  define and agree upon
     the  acceptable  measures for each such  Reliability  Factor  ("Reliability
     Objectives") and jointly determine whether the Test Array meets each of the
     Reliability  Objectives.  If the Test Array  meets each of the  Reliability
     Objectives,  it shall be deemed to have met the  threshold  for Flash  Cell
     Reliability.  The Parties agree that for the Reliability  Factor  regarding
     moving bit failure rates a detection level of less than 1ppm/Mbit/year with
     reasonable  measurement  for  both  erased  and  programmed  states  is the
     Reliability Objective.

2.4  Testing Software and Board. Actel shall develop and deliver to Infineon the
     software  required for the Testing ("Test  Programs") and shall also design
     necessary  circuits and layout for the respective tester probecard board to
     be used for testing the Test Array.  Actel shall  deliver the Test Programs
     to Infineon  and install  such  programs  at the  INFINEON  FAB in Dresden.
     Infineon  will  provide  a proven  vendor  for  manufacture  board  that is
     compatible with a Teradyne J750 tester and associated prober.

2.5  Running  of Wafers.  Infineon  shall run a  sufficient  amount of wafers in
     order to achieve the Reliability Objectives. Infineon shall make reasonable
     endeavors  to  modify  and/or  improve  wafers  processed  to  be  able  to
     demonstrate  process  reliability  according  to  ANNEX 5.  Infineon  shall
     provide  Actel  with  access to data that is  produced  as a result of such
     Testing.

2.6  Mask  Design  and  Manufacture.  Actel  shall  design  and  Infineon  shall
     manufacture the masks ("Masks"),  which are necessary for the production of
     the wafers to be processed with the Test Array.

2.7  Costs of Masks. In consideration  for Infineon's  manufacture of the Masks,
     after  completion of all the Masks and shipment of the Masks to the Dresden
     fab,  Actel shall pay to Infineon,  within  thirty (30) days of the date of
     invoice,    (i)   a    lump-sum    payment    in   the   amount   of   Euro
     three-hundred-forty-thousand  ((euro) 340,000) and (ii) fifty percent (50%)
     of   any    actual    cost    for   the    mask    set    exceeding    Euro
     three-hundred-forty-thousand  ((euro) 340,000).  Infineon shall be the sole
     owner of the masks,  and Infineon alone shall be entitled to use the masks,
     even after  completion of the DEVELOPMENT  WORK (Section 3 below) and after
     Agreement termination.

2.8  MILESTONE  PLAN. The  DEVELOPMENT  WORK shall comprise also the efforts and
     activities set forth in Section 3 below and in the MILESTONE  PLAN, and the
     Parties shall use reasonable  efforts in carrying out the DEVELOPMENT  WORK
     in  accordance  with the  MILESTONE  PLAN.  The  DEVELOPMENT  WORK shall be
     carried out in close cooperation  between the Parties and in a joint effort
     to keep cost and expenditures to a minimum.

2.9  Availability of DEVELOPMENT RESULTS. Each Party shall make available to the
     other within a reasonable  period of time  following the EFFECTIVE  DATE of
     this  Agreement,  and from  time to time  during  the  carrying  out of the
     DEVELOPMENT WORK its DEVELOPMENT RESULTS.

2.10 Experts.  Each Party shall,  within one (1) month  following  the EFFECTIVE
     DATE,  appoint  an expert  who will act as a point of  contact  during  the
     DEVELOPMENT  WORK. All INFORMATION and DEVELOPMENT  RESULTS to be forwarded
     to a Party hereunder, shall be addressed to such appointed expert.

2.11 Changes  to the  MILESTONE  PLAN.  In the  event  that  one of the  Parties
     realizes  that  the  DEVELOPMENT  WORK  cannot   efficiently  be  performed
     according to the  MILESTONE  PLAN, or  development  plans set forth for the
     project, the other Party shall immediately be informed thereof. The Parties
     shall then review the situation and mutually agree on relevant changes with
     respect to the further conduct and performance of the DEVELOPMENT WORK.

2.12 Ownership.  A Party  forwarding,  without charge, to the other Party parts,
     components,  software and other  tangible  articles for the purposes of the
     DEVELOPMENT  WORK shall remain the proprietor of such  articles,  except as
     otherwise expressly provided in this Agreement. All items to be provided by
     Actel under this  Section 2 shall be  delivered to Infineon at the INFINEON
     FAB in Dresden, at the costs and risk of Actel.

2.13 Subcontractors.  Infineon and Actel may, even without the other's  consent,
     have any of its obligations regarding the DEVELOPMENT WORK and/or any other
     contractual  obligations  under this  Agreement  provided  by a third party
     (subcontractor),  provided,  however,  that any such subcontractor shall be
     required  to agree in writing  to  confidentiality  provisions  at least as
     protective as those set forth in Section 10 (Secrecy).

2.14 Technical Specifications and Other Deliverables. Infineon shall (i) provide
     Actel  with  necessary   technical   specifications   regarding  the  C11FL
     TECHNOLOGY in order to support Actel in developing the Test Array; and (ii)
     provide  Actel with the runsets  (software for Design Rule Checking - DRC),
     design manuals, and simulation parameters required for Actel to develop the
     Test Array and testing materials.

2.15 Engineering Support. Actel shall send to Infineon, INFINEON FAB in Dresden,
     a  sufficient  number of  engineers,  but not more  than  four  (4),  until
     Infineon  determines in its reasonable  judgment,  that Infineon's staff at
     the INFINEON FAB in Dresden is able to run the Test  Programs with the Test
     Array.  Actel  shall  support the Test  Programs  and the Test Array at the
     INFINEON   FAB  in   Dresden,   in   particular   provide   Infineon   with
     on-site-support  in  order  to  safeguard  proper  functioning  of the Test
     Programs  and of the  Test  Array,  and  enable  Infineon  by  support  via
     telephone,  email or any other means to solve  specific  problems using the
     Test Programs,  and use reasonable  efforts to correct all bugs, errors and
     problems with the Test Programs that are reported to Actel by Infineon.

3.   Completion and Costs of the DEVELOPMENT WORK

3.1  Completion of Development.  The DEVELOPMENT WORK shall be regarded as being
     completed  successfully once (i) the efforts and activities under Section 2
     hereof have been  carried out and (ii) Test Arrays have been  designed  and
     (iii) the Test Programs run without any bugs and (iv) the reliability Tests
     have been completed according to ANNEX 5.

3.2  Final Protocol.  The Parties will record the DEVELOPMENT RESULTS in a final
     protocol,   including  the  date  of  the  successful   completion  of  the
     DEVELOPMENT  WORK.  Each Party  shall be  entitled  to a copy of such final
     protocol.

3.3  Costs and Fees.  Except as set forth in Section 2.7 above, each Party shall
     bear  the  costs  incurred  by such  Party  for  its  efforts  under  or in
     connection with the DEVELOPMENT WORK.

4.   Design and QUALIFICATION of Actel Products

4.1  Actel  C11FL  Design.  Actel  shall  have the right to use the Test  Array,
     INFORMATION and DEVELOPMENT RESULTS only to the extent necessary to design,
     develop and have  manufactured  Actel C11FL  PRODUCTS  during and after the
     term of this  Agreement.  Actel shall not use Test Array,  INFORMATION  and
     DEVELOPMENT  RESULTS in any other manner or for any other  purpose.  In any
     event, Actel shall not be entitled to use the Masks provided by Infineon in
     any manner.

4.2  Access to Wafer Corridor for  QUALIFICATION.  Actel shall have the right to
     use a wafer corridor for C11FL PRODUCTS in an INFINEON FAB to be determined
     by Infineon ("Wafer Corridor") to QUALIFY the ACTEL LEAD PRODUCT,  provided
     that  either  (i)  Infineon  has  completed  a minimum  qualification  of a
     demonstration  product  according to testing criteria to be mutually agreed
     upon  ("Demo-QUALIFICATION"),  or (ii) Infineon has successfully  completed
     the  QUALIFICATION of the INFINEON LEAD PRODUCT.  Actel's rights under this
     Section 4.2 are subject to expiry as set forth in Section 5 below.

4.2.1Infineon  shall  give  Actel  written  notice on the  QUALIFICATION  of the
     INFINEON  LEAD  PRODUCT or the  Demo-QUALIFICATION;  the date of receipt of
     Infineon's notice shall be deemed the date of the QUALIFICATION  ("Infineon
     QUALIFICATION Date").

4.2.2If Actel does not tape out an ACTEL LEAD PRODUCT  within twelve (12) months
     of the Infineon  QUALIFICATION Date, Actel's rights under Section 4.2 shall
     expire.

4.3  Order of Wafers. For the purpose  QUALIFYING the ACTEL LEAD PRODUCT,  Actel
     shall  order and  Infineon  shall  fabricate  and  deliver to Actel  wafers
     according to the Project Plan in ANNEX 6 to this Agreement.

4.4  Actel QUALIFICATION  First. With Infineon's  consent,  Actel may QUALIFY an
     ACTEL LEAD PRODUCT prior to Infineon  QUALIFYING the INFINEON LEAD PRODUCT.
     However,  in no event shall  INFINEON be obligated  to fabricate  the ACTEL
     LEAD PRODUCT for purposes of Actel's QUALIFICATION thereof at the same time
     in the same  INFINEON  FAB as Infineon is  fabricating  the  INFINEON  LEAD
     PRODUCT for purposes of QUALIFICATION thereof if, at Infineon's discretion,
     such  simultaneous  loading of the same INFINEON FAB would cause additional
     costs or time efforts of Infineon.

4.5  Notice of Tape Out/QUALIFICATION. Actel shall notify Infineon in writing on
     the tape out and on the QUALIFICATION of each ACTEL LEAD PRODUCT.

4.6  Infineon Covenant Not To Sue. Infineon agrees that neither Infineon nor any
     of its  Affiliates  will  assert  during  the  term of this  Agreement  and
     thereafter  (except as provided in Sections 14.3 and 14.4 below),  directly
     or  indirectly,  any claim or cause of action  based,  in whole or in part,
     upon the purported  infringement by Actel or its suppliers,  licensees,  or
     customers, mediate or immediate, of any IPR as a result of the manufacture,
     use, export,  import, offer for sale, sale, lease,  distribution,  or other
     transfer of products to the extent that such  products  use or  incorporate
     any  technology or  INFORMATION  or KNOW-HOW that Actel  contributes to the
     Development  Work during the term of this Agreement (and  thereafter to the
     extent that provisions herein survive termination or expiration).

5.   Fabrication and Supply of Wafers to Actel

5.1  Wafer  Corridor For  Fabrication.  Subject to Section  5.1.1  below,  for a
     period of three (3) years from the later of (i) the Infineon  QUALIFICATION
     Date and (ii) March 1, 2003 ("Access  Period"),  Actel shall have the right
     to use the Infineon  Wafer  Corridor to QUALIFY and  fabricate a reasonable
     volume of Actel C11FL PRODUCTS  ("Wafers").  During the Access Period Actel
     shall   be    guaranteed    a    fabrication    volume   of   at    minimum
     one-hundred-and-fifty (150) Wafer Starts Per Week ("WSPW").

5.1.1Termination  of Right to Wafer  Corridor.  Actel's  right to use the  Wafer
     Corridor shall  terminate on the first to occur of the  following:  (i) one
     (1) year  after the  Infineon  QUALIFICATION  Date if Actel has not by then
     taped out an ACTEL LEAD PRODUCT;  (ii) two (2) months after  Infineon gives
     written  notice to Actel that  Actel did not  fabricate  through  the Wafer
     Corridor an average  minimum  quantity of twenty-five  (25) WSPW during any
     single  month more than  eighteen  (18) months  after the  beginning of the
     Access Period; and (iii) the end of the Access Period.

5.1.2Exclusive  Remedy.  The provisions of Section 5.1.1  constitute  Infineon's
     exclusive  remedy  and  Actel's  sole  liability  for  Actel's  failure  to
     fabricate an average minimum  quantity of twenty-five  (25) WSPW during the
     Access Period.

5.2  RATIO  STEPS.  Actel may  transfer  Actel C11FL  PRODUCTS  currently  under
     fabrication to RATIO STEPS of the C11FL TECHNOLOGY or to design Actel C11FL
     PRODUCTS  in  RATIO  STEPS in order  to  prolong  manufacturability  and to
     achieve area savings.  However, the Parties shall in advance mutually agree
     on the timing of any such  transfer to RATIO STEPS or design of Actel C11FL
     PRODUCTS in RATIO STEPS.

5.3  Pricing.  The provisions  regarding  pricing of Wafers are specified in the
     ANNEX 7 to this AGREEMENT.

5.4  Third Party Manufacture. Provided that Infineon has enabled the manufacture
     of Infineon C11FL PRODUCTS in a third party silicon foundry, Actel shall be
     entitled to have ACTEL  PRODUCTS  manufactured  in such third party silicon
     foundry, and INFINEON hereby grants Actel a perpetual,  irrevocable (except
     as provided in Sections  12.1,  14.3 and 14.4  below),  worldwide,  royalty
     free, non-exclusive,  non-transferable (except as provided in Section 15.11
     below)  right,  under  all of its IPRs in and to the C11FL  TECHNOLOGY  and
     Information to have manufactured Actel PRODUCTS by any third party location
     at  which  the  Infineon  C11FL  TECHNOLOGY  and  process  has  been  or is
     installed,  however such license  grant shall be limited to the extent that
     Infineon  has full  power and title to make such  grant  without  any third
     party consent.

6.   Limited Warranties

6.1  Development Warranties. Provided that a Party complies with its obligations
     under Section 2, such PARTY shall not be liable  towards the other Party in
     the case that the DEVELOPMENT WORK cannot be successfully  completed as per
     Section 3 above.

6.2  The sole obligation of each Party with respect to errors in its INFORMATION
     and DEVELOPMENT RESULTS and exclusive remedy of the other party shall be to
     forward  same to the other  PARTY as  provided  in this  Agreement,  and to
     correct errors that might have occurred in such INFORMATION and DEVELOPMENT
     RESULTS  without  undue delay after such errors  become  known to the Party
     which forwarded the relevant INFORMATION or DEVELOPMENT RESULTS.

     THE  WARRANTIES  SET FORTH IN THIS SECTION 6 APPLY TO ALL  INFORMATION  AND
     DEVELOPMENT  RESULTS LICENSED OR KNOWINGLY  DISCLOSED  HEREUNDER AND ARE IN
     LIEU OF ALL WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING WITHOUT  LIMITATION
     THE WARRANTIES THAT INFORMATION AND DEVELOPMENT RESULTS CAN BE USED WITHOUT
     INFRINGING STATUTORY AND OTHER RIGHTS OF THIRD PARTIES.

     The  disclaimer  in this  Section  6.2 shall in no way  alter the  Parties'
     respective obligations to indemnify one another under Section 12 hereof.

6.3  Production  Warranty.  Infineon warrants that the wafers delivered to Actel
     under  Section 4 hereof meet the  specification  to be agreed  expressly in
     writing between the Parties. The warranty period shall be one (1) year from
     delivery  to  Actel.  If the  wafers  fail  to meet  these  specifications,
     Infineon  shall correct the failure within thirty (30) days from receipt of
     a written objection by Actel.

     THE  WARRANTIES  PROVIDED  IN  SECTIONS  6.2 AND  6.3  ABOVE  ARE THE  ONLY
     WARRANTIES  MADE BY THE  PARTIES TO EACH  OTHER.  NEITHER  PARTY  MAKES AND
     NEITHER PARTY RECEIVES ANY OTHER  WARRANTIES,  EXPRESS OR IMPLIED,  AND ALL
     WARRANTIES OF  MERCHANTABILITY  AND FITNESS FOR ANY PARTICULAR  PURPOSE ARE
     EXPRESSLY EXCLUDED.

7.   License regarding ACTEL FLASH eFPGA CORE.

7.1  ACTEL FLASH eFPGA CORE.  Subject to the  restrictions  and  limitations set
     forth in Sections 7.3, 7.4 and 7.5 below, Actel hereby grants to Infineon a
     perpetual, worldwide,  non-exclusive,  non-transferable (except as provided
     in Section 15.11 below),  non-sublicenseable (except as provided in Section
     7.1 (vi) below),  irrevocable (except as provided in Sections 12.3 and 14.4
     below) license:

     (i)  to use the ACTEL  FLASH  eFPGA  CORE,  or extract it from ACTEL  FLASH
          FPGA, including but not limited to switch,  architecture,  modules and
          design  tools,  as  defined  in ANNEX 8,  with any  present  or future
          products  of  Infineon  in  an  Infineon  EMBEDDED  PRODUCT,   and  to
          manufacture,  have manufactured solely for Infineon, sell or otherwise
          distribute or have distributed such Infineon EMBEDDED PRODUCTS;

     (ii) to use and exploit the FLASH IPR solely for the  purposes set forth in
          (i) above; and

     (iii)to use, perform,  display,  program,  modify, adapt and/or improve, or
          have used, performed, displayed,  programmed, modified, adapted and/or
          improved software tools, in object code format, with which a Party can
          program the ACTEL FLASH eFPGA CORE ("Design  Tools") for  applications
          to manufacture,  or have  manufactured  solely for Infineon,  Infineon
          EMBEDDED PRODUCTS; and

     (iv) to use and exploit the Actel  deliverables,  such as the Test Programs
          evaluation board,  burner, which are defined in ANNEX 9, solely to the
          extent required in order for Infineon to exercise its rights under the
          licenses in (i)-(iii) above, and

     (v)  to  program,   modify,  adapt  and/or  improve,  or  have  programmed,
          modified,  adapted and/or  improved the ACTEL FLASH eFPGA CORE,  FLASH
          IPR and/or any deliverables as under (iv) above and to use and exploit
          the modified,  adapted  and/or  improved items solely for the purposes
          set forth in (i) above; and

     (vi) sublicense the right to use, perform and display the Actel FLASH eFPGA
          Design Tools under (iii) above to any present or future  customers who
          purchase Infineon EMBEDDED PRODUCTS.

7.2  Samples and  Modifications.  If Actel tapes out and/or  QUALIFIES  an Actel
     PRODUCT,  at any time, that Actel tapes out and/or  QUALIFIES a new VERSION
     of the Actel PRODUCT, Actel shall make available to Infineon:

     (i)  INFORMATION and samples of the Actel PRODUCT at the respective date of
          QUALIFICATION,   if   applicable,   as  well  as  any   modifications,
          adaptations  and/or  improvements  thereto at the QUALIFICATION of the
          modified, adapted and/or improved Actel FLASH CORE; and

     (ii) the Actel  Deliverables  set forth on ANNEX 9, but only to the  extent
          that such Deliverables exist; Actel shall have no obligation hereunder
          to create such Deliverables other than for its own purposes.

7.3  Restrictions.  The rights granted under the license in Section 7.1 shall be
     restricted as follows:

     (i)  Infineon's use and exploitation of the ACTEL FLASH eFPGA CORE shall be
          in connection with the C11FL TECHNOLOGY.

     (ii) Infineon may only manufacture,  have manufactured solely for Infineon,
          distribute,  have  distributed,  sell and otherwise make available the
          ACTEL FLASH eFPGA CORE  embedded in Infineon  C11FL  PRODUCTS that are
          EMBEDDED PRODUCTS.

     (iii)Infineon  may  only  use  the  FLASH  IPR  and  Actel  INFORMATION  in
          connection  with the  development,  manufacture  and  distribution  of
          Infineon C11FL PRODUCTS in which the ACTEL FLASH FPGA CORE is embedded
          and may not use the Actel FLASH IPR or Actel INFORMATION in connection
          with  the  development,   manufacture  and  distribution  of  Infineon
          products that do not contain the ACTEL FLASH eFPGA CORE.

7.4  All  licenses   granted  to  Infineon   under  this  Section  7,  shall  be
     free-of-charge for use by CC and one (1) further present or future division
     of  Infineon  (collectively  the  "Entitled  Divisions").   Infineon  shall
     designate  such division by written  notice to Actel prior to making use of
     such  additional  license.  If Infineon  wishes to use the licensed  rights
     through a third division,  Infineon shall inform Actel in advance.  In this
     case the Parties shall negotiate an adequate license fee in good faith.

7.5  If Infineon  spins off an Entitled  Division,  the spin-off  shall have the
     same rights as attributed to the spun off Entitled  Division.  The Entitled
     Divisions  and the  spin-off  are  collectively  referred  to as  "Entitled
     Entities".  In no event shall any more than two (2) Entitled Entities, i.e.
     CC and one (1) other Entitled  Division or their spin-offs,  have the right
     to use the free licenses  hereunder at any given time. In no event shall an
     entity that is an Actel  competitor  be  entitled  to a license  under this
     Section 7. Infineon  shall provide Actel or its successors and assigns with
     written  notice of and  details  concerning  the  spin-off  of an  Entitled
     Division within a reasonable timeframe after such spin-off is effected.

7.6  The licenses in this Section 7 may not be sublicensed,  except as expressly
     provided in this Section 7.

7.7  Other Licenses.  Under its INFORMATION,  BACKGROUND PATENTS and DEVELOPMENT
     RESULTS each Party hereby grants to the other Party and its  Affiliates the
     non-exclusive,  non-transferable  (except as set forth in  Section  15.11),
     non-sublicenseable,  royalty  free right to use the same during the term of
     this  Agreement  for the  purpose of  carrying  out the  DEVELOPMENT  WORK.
     However,  INFORMATION,  which one Party  receives from the other under this
     Agreement, and BACKGROUND PATENTS of the other Party may be used by the one
     Party  solely  to the  extent  strictly  necessary  to use the  DEVELOPMENT
     RESULTS, as set forth in the previous sentence of this Section 7.7. Section
     4.1 above shall remain unaffected.

8.   Additional Services relating to Actel FLASH eFPGA

8.1  Cost free Migration.  If Infineon  migrates an Infineon EMBEDDED PRODUCT to
     another Infineon  EMBEDDED  PRODUCT,  Infineon may undertake such migration
     without  paying Actel any fee provided that Infineon does not require Actel
     to provide design and layout  services to accomplish the migration (e.g. if
     a "dumb" shrink migrating from C11FL to C11FL-R1 were used needing no Actel
     design and layout services).

8.2  Migration for a Fee. If Infineon  requires Actel design and layout services
     for redesign and/or re-layout of the ACTEL FLASH eFPGA CORE for the purpose
     of integration into Infineon  EMBEDDED  PRODUCTS,  Actel shall provide such
     services  at a service  fee to be  negotiated  between  the Parties in good
     faith.  In performing  such  services  Actel is not obligated to follow the
     dumb shrink path or required to support an Infineon  requested redesign and
     re-layout.

8.3  Additional  Free  Services.  To the extent  that Actel  typically  provides
     certain design and layout services free-of-charge to its ProASIC customers,
     Actel agrees to also provide the same  services to Infineon  free-of-charge
     to Infineon during the term of this Agreement.

8.4  Teaching  Services.  Actel shall  render to Infineon  training and teaching
     services  relating to ACTEL FLASH eFPGA CORE during this Agreement or after
     Agreement  termination,  upon  request of  Infineon  at a service fee to be
     negotiated  between  the  Parties in good  faith.  The service fee shall be
     calculated at an hourly consulting fee rate.

9.   DEVELOPMENT RESULTS, INFORMATION and Rights Thereunder

9.1  INVENTIONS.  INVENTIONS  made during the term and under the  cooperation of
     this  Agreement by employees of one Party shall become neither the property
     of the other  Party nor the common  property of both  Parties,  and the one
     Party,  therefore and insofar as it otherwise has the right to do so, shall
     be free to use such  Inventions  as it sees  fit and to file for  statutory
     protection and to use,  maintain and permit to lapse such  application  for
     statutory protection and any statutory rights issued thereon.

9.2  JOINT INVENTIONS. JOINT INVENTIONS shall, at the time they are made, become
     the joint property of both Parties.

9.3  JOINT INVENTIONS including any and all statutory protection issuing thereon
     (as per Section  9.3.1  below or  otherwise),  if any,  may be used by each
     Party,  as such  Party sees fit.  Each Party  therefore,  for  example  and
     without  limitation,  has the  transferable  right to grant  non-exclusive,
     further  transferable  licenses under such JOINT INVENTIONS.  Neither Party
     shall be obliged to pay to the other Party any  royalties  or other kind of
     consideration with respect to grant of such licenses under JOINT INVENTIONS
     to third parties.

9.3.1For JOINT  INVENTIONS,  which are eligible for  statutory  protection,  the
     Parties will agree upon the details for filing for such protection.

     In case only one Party is interested in filing for statutory protection for
     JOINT INVENTIONS, then the other Party shall execute and forward to the one
     Party all documents  requested by the one Party and reasonably  believed to
     be necessary  and/or  desirable for such procedure.  Statutory rights filed
     for JOINT  INVENTIONS by one Party at its own expense shall,  from the date
     of filing, become the sole property of that one Party, and, therefore,  for
     example and without  limitation,  can be used,  maintained and permitted to
     lapse by this Party as it sees fit.  The other  Party's  rights to use such
     statutory rights are as laid down in Section 9.3 above.

9.3.2Each Party  ensures  that it will be in a position to  immediately  acquire
     the share of inventions of its employees  insofar as Joint  Inventions  are
     concerned.

9.3.3Neither Party is obligated to take action against third parties  infringing
     upon  statutory  rights filed or issued for JOINT  INVENTIONS  or to defend
     such rights against third  parties.  Notwithstanding  the  foregoing,  each
     Party shall  promptly  notify the other Party if such former Party  becomes
     aware of any  possible  infringement  by a third  Party of any of the JOINT
     INVENTIONS.  If either  Party  desires to take any action  against  such an
     infringing  third  Party,  such Party  shall  first  notify the other Party
     hereto and consult with such other Party regarding such action.

10.  Secrecy

10.1 Non-Disclosure.  Each Party  agrees that all  INFORMATION  and  DEVELOPMENT
     RESULTS which it receives from the other Party and which are  designated as
     confidential  by such Party will be deemed to be  confidential  and will be
     maintained by the receiving Party in confidence,  provided,  however,  that
     such Party may disclose such information to its officers,  and those of its
     employees and others under its control for the purposes of this  Agreement,
     all of whom will be advised of this Agreement and such Party's  obligations
     thereunder.  The provisions of this Section 10 shall apply mutatis mutandis
     to any business secrets and KNOW-HOW of either Party.

10.2 Precautions.   Such  Party  additionally  agrees  to  take  all  reasonable
     precautions  to  safeguard  the   confidential   nature  of  the  foregoing
     information,  provided,  however,  that such Party's normal  procedures for
     protecting  its own  confidential  information  shall be deemed  reasonable
     precautions,  and provided that if such  precautions are taken,  such Party
     will not be liable for any disclosure  which is inadvertent or unauthorized
     or is required by any judicial order or decree or by any  governmental  law
     or regulation. Neither shall such Party be liable for disclosure and/or any
     use of such information insofar as such information;

     (i)  is in, or  becomes  part of, the public  domain  other than  through a
          breach of this Agreement by such Party; or

     (ii) is already  known to such Party at or before the time it receives  the
          same from the other  Party or is  disclosed  to such  Party by a third
          party as a matter of right; or

     (iii)is  independently  developed by such Party without the benefit of such
          information received from the other Party; or

     (iv) is disclosed  and/or used by such Party with the prior written consent
          of the other Party.

10.3 Disclosure to  Sublicensees.  Notwithstanding  the above provisions of this
     Section  10,  each  Party  has the  right to  disclose  the  other  Party's
     INFORMATION and DEVELOPMENT RESULTS, which it received under this Agreement
     to its  licensees  insofar  as it has the right to  sublicense  same as set
     forth in this  Agreement,  provided,  such Party  requires such licensee to
     undertake in writing secrecy obligations which are at least as stringent as
     the ones set forth in this Section 10.

10.4 Subcontractors  and Employees.  Infineon  shall  safeguard by agreements in
     writing with any subcontractor  (Section 2.13) that the subcontractor shall
     comply  with  obligations  substantially  similar  to  those  set  forth in
     Sections  10.1 through 10.3 above.  Actel shall  safeguard by agreements in
     writing with their employees and other staff members who may have access to
     an  INFINEON  FAB  that  these  persons   shall  comply  with   obligations
     substantially  similar to those set forth in  Sections  10.1  through  10.3
     above.

10.5 Authorized  Disclosure.  Notwithstanding  the provisions of this Agreement,
     each party may disclose the terms of this Agreement (i) in connection  with
     the requirements of an initial public offering,  securities filing; (ii) in
     confidence,  to  accountants,   banks,  and  financing  sources  and  their
     advisors;  (iii) in confidence,  in connection with the enforcement of this
     Agreement or rights under this Agreement.

10.6 Survival.  The  obligations  under  Sections  10.1 through 10.4 above shall
     survive five (5) years after termination of this Agreement.

10.7 Actel  Employee  Access.  Subject to the  provisions  in this  Section  10,
     Infineon shall provide Actel  employees with access to Infineon  facilities
     including,  without  limitation,  INFINEON FABs, as reasonably required for
     Actel to  fulfill  its  obligations  and  exercise  its  rights  under this
     Agreement.  Any access for Actel  employees  to clean rooms and  comparable
     facilities  in a fab of  Infineon  will be  permitted  only if  escorted by
     Infineon  staff.  Access to other rooms and facilities in a fab of Infineon
     will be permitted  without escort for Actel employees  resident at such fab
     for a period of at least four (4) weeks.  Actel employees  resident at such
     fab of Infineon for a period of at less than four (4) weeks always  require
     an escort. Subject to room availability,  a separate office for Actel staff
     will be provided by Infineon.

11.  Limitation of Liability

11.1 Willful  Misconduct  and  Gross  Negligence.  With  regard to any of either
     Party's  obligations  hereunder,  each  Party  shall be liable  for  damage
     incurred  by the other  Party,  to the extent that such damage is caused by
     willful  misconduct  or gross  negligence  of the  other  Party,  its legal
     representatives, employees or subcontractors.

11.2 Death or Injury.  Any  liability of a Party with respect to death or injury
     to  any  person  is  subject  to and  governed  by  the  provisions  of the
     applicable law. Neither Party is, however,  obliged to compensate for death
     or  personal  injury or loss of or damage to property of the other Party to
     the extent such death, injury, loss or damage is covered by and paid out by
     the insurance(s) of the affected Party and such affected Party shall not be
     entitled to recover same from the first Party.

11.3 EXCEPT WHERE SUCH LIABILITY IS MANDATORY BY APPLICABLE  LAW,  NEITHER PARTY
     SHALL BE LIABLE FOR ANY  INDIRECT OR  CONSEQUENTIAL,  EXEMPLARY OR PUNITIVE
     DAMAGES OF THE OTHER  PARTY,  HOWEVER  CAUSED AND UNDER ANY LEGAL  CAUSE OR
     THEORY WHATSOEVER AND ON ACCOUNT OF WHATSOEVER  REASON,  AND WHETHER OR NOT
     SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE  POSSIBILITY  OF
     SUCH DAMAGE AND  NOTWITHSTANDING  THE FAILURE OF  ESSENTIAL  PURPOSE OF ANY
     LIMITED REMEDY STATED HEREIN

11.4 In no event shall either  Party's  liability  arising out of this Agreement
     exceed the maximum  amount of three million US Dollars  ($3,000,000)  every
     twelve  (12)  month  period,  up to a maximum  of ten  million  US  Dollars
     ($10,000,000).  The Parties agree that this Section represents a reasonable
     allocation of risk.

11.5 No Required Statutory Protection.  Nothing in this Agreement shall obligate
     either  Party to apply for,  take out,  maintain or acquire  any  statutory
     protection, in any country.

11.6 Third Party Rights. All rights granted in INFORMATION,  DEVELOPMENT RESULTS
     and under BACKGROUND PATENTS are granted insofar only as the Party granting
     same has the right to grant without payment to third Parties.

12.  Third Party Rights and Indemnity

12.1 Indemnity by Infineon. With respect to Infineon's proprietary  contribution
     to  any  C11FL  PRODUCTS   provided,   manufactured,   sold,  or  otherwise
     transferred to Actel under this Agreement ("Infineon Item"), Infineon shall
     defend Actel from any actions or claims brought against Actel to the extent
     based upon a claim that such Infineon  Item  infringes a third party's IPR,
     and shall hold Actel  harmless  from and against any such claim  (including
     all  legal  costs  and  attorney's  fees),  whether  or not  that  claim is
     successful,  provided that Actel (i) gives  Infineon  notice of such claim,
     (ii) cooperates  with Infineon,  at Infineon's  expense,  in the defense of
     such claim,  and (iii) gives  Infineon the right to control the defense and
     settlement of any such claim, except that (A) Infineon shall not enter into
     any settlement that materially  affects Actel's rights or interest  without
     Actel's prior written approval,  and (B) Actel shall have the right, at its
     own expense,  to  participate  in the defense and settlement of such claim,
     with counsel of Actel's own  choosing.  In  addition,  Infineon  shall,  at
     Infineon's  own  cost  and  sole  discretion,  take  one of  the  following
     measures:

     (i)  procure for Actel the right to use the Infineon Item, or

     (ii) for all  infringing  Infineon  Items returned to Infineon by Actel and
          for  future   provisions,   modify  the   Infineon   Items  to  become
          non-infringing or deliver an equivalent non-infringing Item.

     If Infineon determines in its sole discretion that neither of the foregoing
     are available or commercially feasible,  Infineon may terminate,  by giving
     one (1) month written notice to Actel,  all rights and licenses  granted to
     Actel under this  Agreement with respect to the Infineon Item and refund to
     Actel all  amounts  paid by Actel  under this  Agreement.  Notwithstanding,
     Infineon  shall remain  obliged to hold harmless Actel from and against all
     claims,  which (i) at the date the notice  termination  becomes  effective,
     have yet been arisen and/or (ii) arise from  Infineon's  conduct or Actel's
     conduct,  such as  manufacture or sale of Actel C11FL  PRODUCTS,  performed
     prior to the date the notice termination becomes effective.

12.2 Exclusions  to  Indemnity  by  Infineon.  Any  liability  of  Infineon  for
     infringement of third party IPR by shall be excluded if the infringement is
     not caused by the Infineon Item.  Infineon shall also have no obligation to
     indemnify if the  infringement of the third party IPR arises as a result of
     (i) the  combination  of a  noninfringing  Infineon  Item with any item not
     supplied by Infineon;  (ii)  modification  of the Infineon Item by Actel or
     its  customers  or  by  Infineon  in  compliance   with  Actel's   designs,
     specifications,  or instructions;  or (iii) continued allegedly  infringing
     activity  by  Actel  after  Actel  has  been   notified  of  the   possible
     infringement.

12.3 Indemnity by Actel.  With respect to Actel `s proprietary  contribution  to
     any C11FL PRODUCTS provided,  manufactured,  sold, or otherwise transferred
     to  Infineon  under this  Agreement  ("Actel  Item"),  Actel  shall  defend
     Infineon from any actions or claims brought against  Infineon to the extent
     based upon a claim that such Actel Item  infringes a third party's IPR, and
     hold Infineon harmless from and against any such claim (including all legal
     costs  and  attorney's  fees),  whether  or not that  claim is  successful,
     provided  that  Infineon  (i)  gives  Actel  notice  of  such  claim,  (ii)
     cooperates  with Actel, at Actel's  expense,  in the defense of such claim,
     and (iii) gives Actel the right to control  the defense and  settlement  of
     any such claim,  except that (A) Actel shall not enter into any  settlement
     that materially  affects  Infineon's rights or interest without  Infineon's
     prior written  approval,  and (B) Infineon shall have the right, at its own
     expense,  to participate in the defense and settlement of such claim,  with
     counsel of Infineon's own choosing.  In addition,  Actel shall,  at Actel's
     own cost and sole discretion, take one of the following measures:

     (i)  procure for Infineon the right to use the Actel Item, or

     (ii) modify  the  Actel  Item  to  become   non-infringing  or  deliver  an
          equivalent non-infringing Item.

If Actel  determines  in its sole  discretion  that neither of the foregoing are
available or commercially feasible, Actel may terminate, by giving one (1) month
written  notice to Infineon,  all rights and licenses  granted to Infineon under
this  Agreement  with  respect to the Actel Item and refund all amounts  paid by
Infineon under this  Agreement.  Notwithstanding,  Actel shall remain obliged to
hold harmless  Infineon  from and against all claims,  which (i) at the date the
notice  termination  becomes  effective,  have yet been arisen and/or (ii) arise
from Actel's  conduct or Infineon's  conduct,  such as use of the Actel Item for
manufacture of Infineon C11FL  PRODUCTS,  performed prior to the date the notice
termination becomes effective.

12.4 Exclusions to Indemnity by Actel.  Any liability of Actel for  infringement
     of third party IPR by shall be excluded if the  infringement  is not caused
     by the Actel Item.  Actel shall also have no obligation to indemnify if the
     infringement  of the  third  party  IPR  arises  as a  result  of  (i)  the
     combination  of a  noninfringing  Actel Item with any item not  supplied by
     Actel;  (ii) modification of the Actel Item by Infineon or its customers or
     by  Actel  in  compliance  with  Infineon's  designs,  specifications,   or
     instructions;  or (iii) continued allegedly infringing activity by Infineon
     after Infineon has been notified of the possible infringement.

12.5 Exclusive Remedy. This Section 12 sets forth sole liabilities and exclusive
     remedies of the parties  for  infringement  of any IPR by any Actel Item or
     Infineon Item.

13.  Non-Exclusivity

     Nothing in this  Agreement  shall  constitute any  exclusivity  between the
     Parties  regarding  the subject  matter of this  Agreement.  Subject to the
     restrictions  set forth in Sections 7 and 10, either Party shall be free to
     carry out any  development,  which competes with the other Party's business
     activities,  alone or jointly  with a third party  and/or  develop and have
     developed,  make and have made or otherwise acquire, sell or otherwise make
     available same to third parties products that are similar and comparable to
     any product referred to under this Agreement.

14.  Term and Termination

14.1 Term. This Agreement shall become effective on the EFFECTIVE DATE and shall
     continue indefinitely unless it expires or is terminated in accordance with
     this Section 14.

14.2 Expiration. This Agreement shall expire upon of expiry of Actel's rights to
     the Wafer Corridor  under  Sections 4.2.2 or 5.1.1 above,  or by the latest
     upon expiry of the three (3) year term of the Access Period (Section 5.1).

14.3 Other Termination.  This Agreement may be terminated at any time by the one
     Party by giving of not less than four (4) weeks'  prior  written  notice to
     the other Party

     (i)  if  the  other  Party   hereto  is  declared   bankrupt  or  otherwise
          permanently cannot fulfill its financial obligations; or

     (ii) if the other Party hereto substantially defaults in the performance of
          this  Agreement and does not remedy the default  within four (4) weeks
          after receipt of a relevant request of the non-breaching Party.

In case that one Party  terminates the Agreement  pursuant to this Section 14.3,
such Party may revoke all rights and  licenses  granted to the other Party under
this Agreement immediately.

14.4 Competitors. Infineon may terminate this Agreement and/or revoke all rights
     and licenses granted to Actel under this Agreement  immediately upon notice
     if  Actel   hereafter   directly,   or  indirectly   through  one  or  more
     intermediaries,  controls,  or is controlled by, or is under common control
     with an  entity  that  competes  with CC;  and  Actel  may  terminate  this
     Agreement  and/or revoke all rights and licenses  granted to Infineon under
     this Agreement  immediately upon notice if Infineon hereafter directly,  or
     indirectly through one or more intermediaries,  controls,  or is controlled
     by, or is under common control with an entity that competes with Actel.

14.5 Survival.  Sections 1, 6, 7, 8, 9, 10, 11, 12, 13, 14.4, 14.5, 14.6, and 15
     hereof shall survive any termination of this Agreement.

14.6 Test Array.  Infineon and its Affiliates may continue to use the Test Array
     for the  development  and  application  of  C11FL  TECHNOLOGY,  even if the
     Agreement is terminated, including any termination by Actel.

14.7 Negotiation.  Before  termination  of this  Agreement,  the  Parties  shall
     negotiate on a joint  development  agreement  regarding  the  generation of
     products  following the C11FL  TECHNOLOGY.  This shall not apply in case of
     termination under Section 14.3 above.

15.  Miscellaneous

15.1 Headings.  The headings used in this  Agreement are for reference  purposes
     only  and  are  in no  way  intended  to  define  or  limit  the  scope  or
     interpretation of the Agreement or any provisions hereof.

15.2 Non-Solicitation.  The Parties  agree that during the term hereof and for a
     period of one (1) year following the termination of this Agreement, neither
     Party shall directly or indirectly solicit or in any manner attempt to hire
     any employee of the other Party or its Subsidiaries or otherwise  encourage
     any such employee to pursue any other  employment  or career  opportunities
     except as may be otherwise agreed in writing by the Parties.  The foregoing
     shall not prohibit a Party from hiring any of the other  Party's  personnel
     who respond to a public job advertisement or other  solicitations such as a
     job  fair,  without  active  solicitation  from the  hiring  Party,  or who
     otherwise  approach the hiring Party without active  solicitation from such
     Party.

15.3 No Agency.  The Parties  are  independent  contractors  and nothing in this
     Agreement  is  indented  or  shall  be  construed  as to  one  Party  being
     considered or permitted to be an agent,  partner,  or joint venturer of the
     other Party.

15.4 Force  Majeure.  Neither  Party  hereto  shall be liable for default of any
     obligation  hereunder if such default  results from the force majeure which
     includes,  without  limitation,  governmental acts or directives,  strikes,
     acts of God, war, insurrection, riot or civil commotion, fires, flooding or
     water damage, explosions,  embargoes, or delays in delivery, whether of the
     kind herein  enumerated or otherwise,  which are not within the  reasonable
     control  of the Party  affected  ("Force  Majeure").  In such  events,  the
     affected Party shall,  without undue delay,  inform the other Party of such
     circumstances  together with  documents of proof;  and the  performance  of
     obligations  hereunder shall be suspended during,  but not longer than, the
     period of  existence  of such cause and the period  reasonably  required to
     perform the obligations in such cases.

15.5 Notices.  Any notices permitted or required  hereunder shall be made in the
     English  language by registered  mail or by fax and confirmed by registered
     mail to the following  addresses or such other  addresses as submitted by a
     Party to the other from time to time in writing:

         If to Actel:                                 If to Infineon:
         Actel Corporation                            Infineon Technologies AG
         Att:  Esmat Hamdy                            Att:  Robert Allinger
         955 East Arques Avenue                       81699 Munchen
         Sunnyvale, CA 94806 USA                      Germany

         With a copy to:                              With a copy to:
         Actel Corporation                            Infineon Technologies AG
         Att:  David L.  Van De Hey                   Att:  Legal Department
         955 East Arques Avenue                       PO Box 80 09 49
         Sunnyvale, CA 94806 USA                      St.-Martin-Str.  53
                                                      81609 Munchen
                                                      Germany

15.6 Export and Import Compliance.  Export of controlled commodities,  technical
     data, or  information  about such  commodities or data may be prohibited by
     law.  Both Parties agree to take all steps  reasonably  necessary to comply
     with applicable export and import laws and regulations as they apply to use
     and distribution of the subject matter of this Agreement.

15.7 Explicit Grants. Except as specifically provided for in this Agreement,  no
     rights or licenses  of any kind  (whether  express or implied)  are granted
     hereunder.

15.8 Non-Waiver.  No  express or  implied  waiver by any of the  Parties to this
     Agreement  of any  breach  of any term,  condition  or  obligation  of this
     Agreement  shall be construed as a waiver of any  subsequent  or continuing
     breach  of  that  term,  condition  or  obligation  or of any  other  term,
     condition  or  obligation  of this  Agreement of the same or of a different
     nature. Any waiver,  consent, or approval of any kind regarding any breach,
     violation,  default,  provision or condition of this  Agreement  must be in
     writing and shall be effective only to the extent specifically set forth in
     such writing.

15.9 Entire  Agreement.  This  Agreement and all  documents  referred to herein,
     constitutes  the entire  agreement  between the Parties with respect to the
     subject matter therein described,  and supersedes any prior or simultaneous
     communications,  representations or agreements with respect hereto, whether
     oral or written.

15.10Written Form.  Additions and  amendments  to this  Agreement  shall only be
     valid if made in writing and duly signed by the Parties. The requirement of
     the written form can be waived itself only in writing.

15.11Assignment.  This Agreement may not be assigned by either Party without the
     prior  written  consent of the other  Party.  However,  a Party  may,  even
     without consent of the other Party,  assign this Agreement to an entity (i)
     to which the assigning  Party  transfers  all or a substantial  part of its
     assets,  or (ii) with which the  assigning  Party merges,  reorganizes,  or
     consolidates,  or (iii) which otherwise  acquires  control of the assigning
     Party.

15.12Dispute Resolution.  All disputes arising out of or in connection with this
     Agreement,  including  any question  regarding its  existence,  validity or
     termination,  shall be settled finally and binding by arbitration under the
     Rules of  Arbitration  of the  International  Chamber  of  Commerce,  Paris
     ("Rules")  by  three   arbitrators  in  accordance  with  the  said  Rules.
     Arbitration  shall  take  place in  London,  United  Kingdom,  whereas  its
     procedural  law shall apply where the Rules are silent.  The language to be
     used in the arbitration proceeding shall be English.

15.13Governing Law. This Agreement  shall be subject to the  substantive  law in
     force in Switzerland  without reference to its conflicts of law provisions.
     The  application  of the United  Nations  Convention  on Contracts  for the
     International Sale of Goods of April 11, 1980 shall be excluded.

15.14Severability.  If any  provision  of this  Agreement is held to be invalid,
     illegal or  unenforceable  under  applicable  law the remaining  provisions
     shall  continue to be in full force and effect.  The Parties  undertake  to
     replace the invalid  provision or parts thereof by a new  provision,  which
     will approximate as closely as possible the economic result intended by the
     Parties.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives:

Infineon Technologies AG                       Actel Corporation
Munchen


By: /s/ Jochen Hanebeck                        By: /s/ Esmat Hamdy
    -------------------                            ---------------

Name: Jochen Hanebeck                          Name: Esmat Hamdy

Title:VP Operations CC                         Title:Sr. V.P. Technology
                                                        & Operations

By: /s/ Nicolaus Tolle                         By:
    ------------------

Name: Nikolaus Tolle                           Name:

Title:Sen. Director Coop                       Title: