License Agreement - BTR Inc. and Actel Corp.


LICENSE AGREEMENT


     This License  Agreement  (the  "Agreement")  is entered into as of March 6,
1995 (the "Effective Date") by and between BTR, Inc., a Nevada  Corporation (the
"Licensor"), and Actel Corporation, a California corporation (the "Licensee").

                                    Recitals

     (a)  Licensor  has  developed  a  proprietary  architecture  for  FPGAs and
Multichip  Modules.  (Unless  otherwise  defined in this Agreement,  capitalized
terms herein are as defined in Exhibit A to this Agreement).

     (b)  Licensee  desires:  (i) to develop such  architecture  for use in such
FPGAs and Multichip Modules, and (ii) to license such proprietary technology for
use in FPGAs and Multichip Modules and in other integrated circuits.

     (c) Licensor is willing to license such proprietary  technology to Licensee
for such  development  and use, upon the terms and subject to the conditions set
forth in this Agreement.

                                    Agreement

     In  consideration  of the  foregoing  and the  covenants  contained in this
Agreement, the parties agree as follows:

     1.   License.

          1.1  Grant of License.  Licensor  hereby grants to Licensee  under all
     intellectual property rights of Licensor, now owned or, to the extent it is
     not  prohibited  from  licensing  such  right,  hereafter  acquired  (a) an
     exclusive (except as it may subsequently  become  non-exclusive as provided
     in Section 6 below),  worldwide,  perpetual license to develop,  make, have
     made, use, offer for sale and sell,  design,  modify and create  derivative
     works of Licensed Devices,  and (b) a non-exclusive,  worldwide,  perpetual
     license to develop,  make, have made, use, offer for sale and sell, design,
     modify and create  derivative  works of Products  (such  licenses  shall be
     hereinafter referred to, collectively, as the "License").

          1.2  Improvements.  If Licensor makes any  Improvements  to any of the
     Technology,  Licensor shall promptly  thereafter (so long as the License is
     in effect) provide to Licensee such information, in reasonable detail, with
     respect to such Improvements as is reasonably  necessary to permit Licensee
     to incorporate such Improvements in Licensed Devices or Products.

          1.3  Assignment and Sublicensing.  Licensee shall not sell, assign, or
     transfer any of its rights or obligations  under this Agreement without the
     prior written consent of Licensor,  except for any such sale, assignment or
     transfer  that  occurs  as a result  of a Change of  Control  of  Licensee.
     Licensee  shall  have the  right to grant  one or more  sublicenses  of its
     rights  under the  License,  other than with  respect  to the  development,
     making,  use,  offer for sale or sale of any  Emulation/Simulation  Device;
     provided,  however, (a) that the sublicensee under each such sublicense, as
     a condition to the  effectiveness of such  sublicense,  shall agree, in the
     written agreement  memorializing such sublicense,  to be bound by the terms
     and  conditions  of  Section 4 of  Exhibit  "A" hereto as it relates to the
     Technology,  and (b)  Licensee  shall  be  obligated  to pay  royalties  to
     Licensor  with  respect to the sale of any  Licensed  Devices  or  Products
     permitted  by any  such  sublicense  equal  to the  product  of (i) the Net
     Receipts  received by the third party which sells such Licensed  Devices or
     Products to the user thereof,  and (ii) the  applicable  exclusive  royalty
     rate under this Agreement.  Each such sublicense shall be memorialized in a
     written agreement with the sublicensee,  a copy of which agreement shall be
     delivered to Licensor promptly after it becoming effective,  which provides
     that (x) such  sublicensee has no right to further  sublicense or assign or
     otherwise  transfer  such  sublicense,  and (y) the pricing of all Licensed
     Devices and Products  subject to such sublicense  shall be determined on an
     "arms' length basis."

     2.   Development of Licensed Device.

          2.1  Delivery of Technology.  Promptly  after the Effective  Date, and
     from  time-to-time  thereafter,  Licensor  shall  deliver to Licensee  such
     tangible  information  concerning the Technology as Licensee may reasonably
     require to understand  the  Technology  and implement the Technology in the
     design  of  Licensed  Devices.  Such  tangible  information  shall  include
     schematics  of the FPGA  Architecture  and a portion  of the  layout  for a
     device employing the FPGA Architecture.

          2.2  Development  Activities.  Licensee shall be  responsible  for the
     development of Licensed  Devices,  and will engage in good faith efforts to
     develop, manufacture and sell Licensed Devices. Such responsibilities shall
     include the management and direction of such development  program.  So long
     as the License with respect to Licensed Devices remains exclusive, Licensor
     shall use good faith efforts to support such development program.

     3.   Initial Payments for License.

          3.1  Advance Minimum Royalties.  As consideration for the grant of the
     License,  Licensee  shall  pay to  Licensor  the  following  non-refundable
     advance minimum royalties from the Effective Date until Tapeout.

                       [CONFIDENTIAL TREATMENT REQUESTED]

               The first of the above-described monthly advance royalty payments
     shall be made on the Effective Date, and each  subsequent  payment shall be
     made on the first Business Day of each of the succeeding months.

          3.2  Termination  of Agreement.  At any time,  beginning  three months
     after the Effective Date and prior to Tapeout,  Licensee may terminate this
     Agreement,  and its obligation to make the advance minimum royalty payments
     described  above,  effective 30 days after it gives Licensor written notice
     of such termination.

     4.   Royalties.

          4.1  Additional  Advance Minimum  Royalties.  As consideration for the
     grant of the  License,  after  Tapeout (and subject to Section 4.3 hereof),
     Licensee shall pay Licensor,  as non-refundable  advance minimum royalties,
     the amount, if any, by which (i) the amount due under Section 4.2 below for
     each month exceeds (ii) [CONFIDENTIAL  TREATMENT  REQUESTED] beginning with
     the [CONFIDENTIAL TREATMENT REQUESTED] anniversary of Product Introduction,
     so long as the License with respect to Licensed Devices is exclusive).  The
     first of such payments shall be made on the first Business Day of the month
     immediately  succeeding  the last month  during  which the advance  minimum
     royalty  payments under Section 3.1 are made, and each  subsequent  payment
     shall be made on the first Business Day of each of the  succeeding  months.
     Each of the advance  minimum  royalty  payments  under Section 3.1 above or
     under this  Section 4.1  (collectively,  the  "Advance  Payments")  and the
     lesser  of (a)  [CONFIDENTIAL  TREATMENT  REQUESTED]  and  (b)  the  direct
     expenditures of Licensee for the  development of two Product  Families (but
     no more than [CONFIDENTIAL  TREATMENT  REQUESTED] with respect to the first
     Product Family and [CONFIDENTIAL  TREATMENT  REQUESTED] with respect to the
     second  Product  Family)  (collectively,  with the  Advance  Payments,  the
     "Recoupable Payments"), shall be creditable against royalties payable under
     Section  4.2  below.  Notwithstanding  the  foregoing,  (y)  prior  to  the
     [CONFIDENTIAL  TREATMENT  REQUESTED]  anniversary of Product  Introduction,
     Licensee may only credit Recoupable  Payments in an amount not in excess of
     [CONFIDENTIAL  TREATMENT  REQUESTED] of the royalty  payments,  pursuant to
     Section 4.2 below, in excess of [CONFIDENTIAL  TREATMENT  REQUESTED] in any
     quarter,  payable with respect to the applicable  royalty  period,  and (z)
     subsequent to the [CONFIDENTIAL TREATMENT REQUESTED] anniversary of Product
     Introduction,  Licensee may only credit [CONFIDENTIAL  TREATMENT REQUESTED]
     of the  royalty  payments,  pursuant  to Section  4.2  below,  in excess of
     [CONFIDENTIAL TREATMENT REQUESTED] in any quarter,  payable with respect to
     the applicable royalty period.

          4.2  Current Royalties.  As partial consideration for the grant of the
     License,  Licensee  shall  pay to  Licensor  a  royalty  on each  sale of a
     Licensed  Device or Product by Licensee or any of its  sublicensees  (under
     clause  (a) of  Section  1.3  above)  in an amount  equal to the  following
     applicable  percentage (based on whether the License  applicable thereto is
     exclusive or non-exclusive on the date of sale thereof) of the Net Receipts
     from the sale of such  Licensed  Device or Product  (the  "Royalty").  Each
     Royalty (a) so long as the  License  with  respect to  Licensed  Devices is
     exclusive,  shall be paid  quarterly,  within 45 days after the last day of
     the quarter during which the sale giving rise to such Royalty occurred,  or
     (b) upon such license becoming non-exclusive, shall be paid monthly, within
     15 days after the last day of each month,  based on  Licensee's  reasonable
     estimate  of  the  sales  giving  rise  to a  Royalty  during  such  month.
     Notwithstanding  the foregoing,  the monthly  royalties payable pursuant to
     clause (b) above with respect to a successive three month period may not be
     less than the actual average monthly royalties paid (after  adjustment,  as
     described below) with respect to the immediately preceding successive three
     month  period.  Licensee  shall  calculate  the  actual  royalties  payable
     pursuant to clause (b) above for each successive  three month period during
     which such Royalties are payable,  and shall pay such  Royalties,  less the
     estimated Royalties paid with respect to such period, to Licensor within 45
     days after the end of such period. In the event Licensee overpays Royalties
     with  respect  to any  period  and gives  Licensor  written  notice of such
     overpayment,  and a calculation, in reasonable detail, of such overpayment,
     Licensee shall have the right to credit such overpayment against subsequent
     payments of Royalties. Each payment of Royalties (after any such crediting)
     hereunder  shall  be  reduced  by  the  amounts   creditable  against  such
     Royalties, as provided in Section 4.1 above.

                       [CONFIDENTIAL TREATMENT REQUESTED]

          4.3  Cancellation of Exclusivity.  At any time after the [CONFIDENTIAL
     TREATMENT REQUESTED]  anniversary of the Effective Date, Licensee may cause
     the License with respect to Licensed  Devices to become  non-exclusive,  by
     giving Licensor  written notice of its cancellation of the exclusive nature
     of such license, 15 months after Licensor's receipt of such written notice.
     Upon Licensor's receipt of such written notice, the minimum advance monthly
     royalty  payment  described  in  Sections  4.1 above  shall be  reduced  to
     [CONFIDENTIAL  TREATMENT  REQUESTED].  After such 15 month  period has run,
     Licensor shall no longer be obligated to pay any such advance royalties and
     shall no longer be  entitled  to credit any  Recoupable  Payments  not then
     credited.

          4.4  Set-Off.  In the event Licensor does not timely pay any amount it
     is obligated to pay to Licensee under this Agreement and fails to cure such
     failure within 20 days of receiving written notice,  in reasonable  detail,
     of such failure, Licensee shall have the right to set-off against such past
     due amount any royalty  payment it is obligated  to pay to Licensor,  up to
     the amount of such past due amount.  Notwithstanding any implication to the
     contrary herein, Licensee's set-off rights shall not permit it to avoid its
     obligations to pay advance  minimum monthly  royalties  pursuant to Section
     3.1 and 4.1 above.

          4.5  Deferral.  In the event a Third Party  Claim,  in the form of the
     filing and  serving  of a  complaint  instituting  a legal  proceeding,  is
     initiated,  Licensee  shall have the right to defer the payment to Licensor
     of  Royalties   otherwise  payable  under  Section  4.2  above  after  such
     initiation (up to the aggregate  damages  claimed in such  complaint,  if a
     specific amount of damages is claimed in such  complaint)  until such legal
     proceedings are dismissed,  the defendant(s)  therein is granted a judgment
     in its favor  (including,  without  limitation,  summary  judgment)  on all
     claims  therein,  or such legal  proceedings are settled  (collectively,  a
     "Terminating Event"). All such deferred Royalty payments shall be paid into
     an  escrow  account,  in the  name  of  Licensor  and  Licensee,  at a bank
     reasonably  acceptable to Licensor and shall be invested in a succession of
     90-day  certificate  of deposits  until  payable  under this Section 4.5 to
     Licensor and/or Licensee.  Upon the occurrence of a Terminating  Event, all
     funds in such account shall be paid to Licensor within 30 days  thereafter.
     Licensee shall grant Licensor a first priority perfecting security interest
     in the funds in such  account,  pursuant to a security  agreement and other
     required documentation reasonably acceptable to Licensor. Licensee shall be
     entitled to draw upon the funds in such account to the extent  necessary to
     reimburse it for any amounts to which it is entitled  under  Section 3.2 of
     Exhibit "A" hereto in connection  with such legal  proceedings  if Licensor
     fails to pay such amounts within 30 days of receiving a written notice,  in
     reasonable  detail,  setting  forth the  components,  by dollar  amount and
     description,  of  such  amounts.  Notwithstanding  any  implication  to the
     contrary  herein,  Licensee's  deferral rights shall not permit it to avoid
     its  obligations  to pay  advance  minimum  monthly  royalties  pursuant to
     Section 3.1 and 4.1 above.

          4.6  Most Favored Nations Pricing. In the event Licensor enters into a
     written  agreement  to license any of the  Technology  with  respect to any
     Product pursuant to a grant  substantially the same as the grant in Section
     1.1(b) above, but with a royalty rate with respect to such Product which is
     lower than the royalty  rate for  Products  hereunder  during the period of
     exclusivity  for  Licensed  Devices,  the royalty  rate  hereunder  for any
     Product sold by Licensee which would be covered by the terms and conditions
     of such grant (a  "Comparable  Product")  shall be decreased to the royalty
     rate for such Product under such written agreement with respect to sales of
     such Comparable  Product during the period  commencing with the first month
     with  respect to which  Licensor  is required to pay a royalty on a sale of
     such Product and ending with the month immediately  succeeding the month in
     which the exclusive  License with respect to Licensed  Devices ceases to be
     in effect.

     5.   Cancellation.  After  Tapeout,  but  prior  to  Product  Introduction,
Licensee  shall  have the  right to cancel  this  Agreement  by giving  Licensor
written notice,  received by Licensor during such period, of such  cancellation.
Such  cancellation  shall be effective three months after Licensor receives such
written notice (the  "Cancellation  Date").  In the event Licensee  cancels this
Agreement in this manner, (a) the License shall terminate, and Licensee (subject
to Section 8 hereof)  shall have no right to  develop,  manufacture  or sell any
Licensed  Device  or any  Product  or to use the  FPGA  Architecture  after  the
Cancellation Date, (b) no further Advance Royalties shall be payable by Licensee
hereunder,  (c) Licensee shall have no right to recover any Recoupable Payments,
and (d)  Licensor,  as a condition to the  effectiveness  of such  cancellation,
shall be granted the licenses  described below.  Prior to the Cancellation Date,
and as a condition to its effectiveness,  Licensee shall provide Licensor with a
written  license  (to become  effective  on the  Cancellation  Date),  in a form
reasonably  acceptable to Licensor and Licensee,  granting Licensor a perpetual,
royalty-free,  worldwide,  non-exclusive  license,  for all  uses  and  purposes
(except as noted below),  with a right to sublicense,  to the Joint  Technology,
and Licensee's  object code (for internal use only, with no right to sublicense)
with respect to the FPGA Architecture.  Notwithstanding  any termination of this
Agreement and the License,  the rights and licenses of  Licensee's  sublicensees
shall  survive,  subject to the  continued  payment by Licensee of the royalties
specified in Section 1.3 hereof;  provided,  however,  Licensor shall  cooperate
with  Licensee,  at  Licensee's  request,  and  Licensee  shall  cooperate  with
Licensor,  at Licensor's  request,  to convert any  sublicensee of Licensee to a
direct  licensee  of  Licensor  and the terms of  Licensee's  sublicenses  shall
provide for such conversion.

     6.   Exclusivity of License.  The License with respect to Licensed  Devices
shall be exclusive so long as each of the following  conditions  to  exclusivity
are met by  Licensee.  In the event  any of such  conditions  are not met,  such
license shall become  non-exclusive  at the election of the Licensor,  notice of
which change has been given to Licensee.

          (a)  The following  minimum annual Net Receipts from sales of Licensed
     Devices and Products must be achieved during each of the 12-month  periods,
     described  below,  beginning  with the first  day of the month  immediately
     subsequent to the month in which the [CONFIDENTIAL TREATMENT REQUESTED] and
     each  subsequent  anniversary of the date of Product  Introduction  occurs;
     provided, however, in the event any of such minimum annual Net Receipts are
     not  achieved  during  any  such  12-month  period,   Licensee  may  retain
     exclusivity with respect to Licensed Devices if it pays Licensor percentage
     royalties  on the  short-fall  from the amount of such  minimum  annual Net
     Receipts in such period,  at the  applicable  exclusive rate in Section 4.2
     above, within 45 days after the end of such period.

                       [CONFIDENTIAL TREATMENT REQUESTED]

          (b)  The minimum advance royalty payments paid pursuant to Section 4.1
     above (after all  applicable  crediting of  Recoupable  Payments)  shall be
     [CONFIDENTIAL  TREATMENT  REQUESTED]  per  month  ([CONFIDENTIAL  TREATMENT
     REQUESTED] per month, beginning with the [CONFIDENTIAL TREATMENT REQUESTED]
     year after Product Introduction).

     7.   Termination for Breach. Either party shall have the right to terminate
this  Agreement in its  entirety in the event of a material  breach by the other
party of any of its obligations hereunder.  In the event a party does materially
breach  any of its  obligations  hereunder,  the  other  party may  effect  such
termination  by giving  the  breaching  party  written  notice of its  intent to
terminate this Agreement,  which notice shall specify, in reasonable detail, the
nature of such  breach.  Such  termination  shall  occur 30 days  following  the
effectiveness of such notice, unless the breaching party cures such breach prior
to the expiration of such 30-day  period;  provided,  however,  that (a) if such
breach is not curable,  such termination  shall occur upon the  effectiveness of
such  notice,  and (b) if such  breach is  curable,  but does not  relate to the
payment of any sum of money or to Section  1.3  above,  is not  capable of being
cured within such 30-day period,  and the breaching party commences  engaging in
all reasonable  efforts to cure it after  receiving such notice and continues to
engage in such efforts until it is cured,  a termination  of the Agreement  with
respect to such breach many not occur unless the  breaching  party fails to cure
such  breach  within  90  days  following  the  effectiveness  of  such  notice.
Notwithstanding  the foregoing,  in the event  Licensor  gives Licensee  written
notice, claiming that Licensee has failed to pay royalties hereunder on products
sold by Licensee,  and Licensee gives  Licensor  written notice that it does not
believe  that  it is  obligated  to pay  such  royalties  and  the  reasons,  in
reasonable  detail,  for  such  belief,  within  the  30-day  period  after  the
effectiveness  of such notice from Licensor,  such dispute shall be submitted to
arbitration  pursuant to Section 7.18 of Exhibit "A" hereto.  This Agreement may
not be  terminated  during the pendency of such  arbitration  as a result of the
claimed breach to be resolved in such arbitration.

     8.   Sell-Off  Period.  Any Licensed Devices  manufactured  pursuant to the
License prior to the  termination  of this Agreement may be sold pursuant to the
terms and  conditions of this  Agreement  within 18 months from the date of such
termination.

     9.   Sale of  Licensor.  During the period that the License with respect to
Licensed Devices is exclusive,  (a) Licensor shall not solicit a purchase of the
Technology,  all or  substantially  all of its assets or all of its  outstanding
voting securities,  (collectively,  a "Purchase"), and (b) Licensee shall have a
right-of-first-refusal  with respect to any Purchase, as described below. In the
event  Licensor  receives a written  offer with respect to a Purchase that it is
willing to accept,  it shall give Licensee  written notice of the material terms
and conditions of such offer (the "Offer Notice"). Licensee shall have the right
to make such Purchase in the event it (x) gives Licensor  written notice that it
is willing to make such Purchase, on such material terms and conditions,  within
ten days of receiving the Offer Notice,  (y) enters into a definitive  agreement
with respect to such Purchase, which includes such material terms and conditions
and such  other  terms and  conditions  as are  normal  with  respect  to such a
transaction,  within 20 days of receiving such agreement from Licensor,  and (z)
consummates  such  transaction  pursuant  to the  terms and  conditions  of such
agreement.  If Licensee  fails to timely meet any of such  conditions,  Licensor
shall have the right to  consummate  such  Purchase on such  material  terms and
conditions, taken as a whole.

     10.  Confidentiality  of  Agreement.  The  terms  and  conditions  of  this
Agreement shall be deemed to constitute Confidential Information,  as defined in
Section 4 of Exhibit "A" hereto, of each of the parties, and shall be subject to
all of the terms and conditions of such section; provided, however, Licensee may
disclose any such terms and conditions, as permitted by such section or with the
approval of Licensor, which shall not be unreasonably withheld or delayed.

     11.  Continuation  of  Business.  So long as the  License  with  respect to
Licensed  Devices is exclusive and Licensor does not have the right to terminate
this  Agreement  pursuant  to  Section 7 above,  Licensor  shall not wind up its
affairs,  liquidate or dissolve without Licensee's written consent,  which shall
not be unreasonably withheld or delayed.

     12.  Additional  Covenant.  Licensee shall not  unilaterally  terminate its
consulting  relationship  with Ben Ting, Peter Pani or Richard Abraham until the
last to occur of (a) the License with respect to Licensed  Devices ceasing to be
exclusive,  and (b) an aggregate of 267,772  shares of  Licensee's  Common Stock
subject to options granted under the consulting  agreements between Licensee and
Ben Ting,  Peter Pani and Richard  Abraham  having  vested.  Licensee  shall not
unilaterally terminate its employment  relationship with Ben Ting, Peter Pani or
Richard  Abraham  unless and until the License with respect to Licensed  Devices
ceases to be exclusive.

     13.  Other  Terms  and  Conditions.  Exhibit  "A"  attached  hereto,  which
contains additional  definitions,  terms and conditions,  is hereby incorporated
in, and made a part of, this Agreement.

     Each of the parties has caused this  Agreement to be executed and delivered
by its duly authorized representative as of the date first written above.

LICENSOR                                                LICENSEE
BTR, Inc.                                               Actel Corporation
By:  /s/ Richard P. Abraham                             By:  /s/ Jeff Schlageter
Its:  President                                         Its:  Sr. VP Engineering

                                   EXHIBIT "A"

                         ADDITIONAL TERMS AND CONDITIONS
                              OF LICENSE AGREEMENT

     This  Exhibit "A" contains  additional  definitions,  terms and  conditions
which are an integral part of the License Agreement,  dated as of March 6, 1995,
between BTR Inc. and Actel Corporation (the "Agreement").

     1.   Definitions.  As used in the Agreement, the following terms shall have
the following meanings:

          1.1  "Affiliate"  shall  mean,  as to a party  to the  Agreement,  any
     corporation or other entity directly or indirectly controlling,  controlled
     by, or under common control with such party.

          1.2  "Business  Day" shall mean any day other than a Saturday,  Sunday
     or any national holiday in the United States of America or in the states of
     Nevada or California.

          1.3  "Change of Control:  means the occurrence of any of the following
     events:

               (a) Any "person" or "group of persons" (as such terms are used in
          Sections  13(d) and 14(d) of the  Securities  Exchange Act of 1934, as
          amended)  is or becomes  the  "beneficial  owner" (as  defined in Rule
          13d-3 under said Act),  directly or  indirectly,  of securities of the
          Company representing 50% or more of the total voting power represented
          by the Company's then-outstanding voting securities; or

               (b) A  change  in the  composition  of  the  Company's  Board  of
          Directors  occurring  within a  two-year  period  as a result of which
          fewer  than a  majority  of the  directors  are  Incumbent  Directors.
          "Incumbent   Directors"  shall  mean  directors  who  either  (i)  are
          directors of the Company as of the date hereof or (ii) are elected, or
          nominated for election,  to the Board with the affirmative votes of at
          least  a  majority  of the  Incumbent  Directors  at the  time of such
          election  or  nomination  (but shall not include an  individual  whose
          election or nomination  is in connection  with an actual or threatened
          proxy  contest  relating to the election of directors of the Company);
          or

               (c)  The   shareholders  of  the  Company  approve  a  merger  or
          consolidation of the Company with any other corporation,  other than a
          merger or consolidation  that would result in the voting securities of
          the  Company  outstanding  immediately  prior  thereto  continuing  to
          represent (either by remaining  outstanding or by being converted into
          voting  securities of the surviving  entity) at least 50% of the total
          voting power  represented  by the voting  securities of the Company or
          such surviving  entity  outstanding  immediately  after such merger or
          consolidation,  or the  shareholders  of the Company approve a plan of
          complete  liquidation  of the Company or an agreement  for the sale or
          disposition  by  the  Company  of  all  or  substantially  all  of the
          Company's assets.

          1.4  "Contributing  Consultants"  shall mean Ben Ting,  Peter Pani and
     Richard Abraham.

          1.5  "Emulation/Simulation  Device" shall mean a combination of one or
     more  Multichip  Modules  using  the  FPGA   Architecture,   together  with
     supporting  software,  the principal  function of which is as a development
     and/or diagnostic tool.

          1.6  "Field   Programmable   Gate  Array"  or  "FPGA"  shall  mean  an
     integrated circuit comprised,  in whole or in part, of an array of logic or
     analog elements,  interconnects  and programmable  switches,  the principal
     function of which is to perform logic or analog functions.

          1.7  "FPGA Architecture"  shall mean the FPGA architecture  covered by
     claims in US  Patent #  5457410  and  augmented  by US  Patent  Application
     #08/229,923,  all  foreign  counterparts  of such  U.S.  patent  or  patent
     application  (whether or not the foreign  counterparts  claim priority from
     such  U.S.   patent  or  patent   application),   any  and  all  revisions,
     continuations,  divisions, substitutions, reissues, renewals, continuations
     in part, parents,  counterparts and extensions thereof, and all patents and
     patent  applications,  whether  filed in or granted by the United States or
     another country,  claiming,  in whole or in part, the benefit of the filing
     date of such U.S. patent or patent application.

          1.8  "Improvements",  with  respect  to  technology,  know-how  or any
     product,   whether   hardware,   firmware  or  software,   shall  mean  any
     modifications,  alterations  or  improvements  made  thereto by, or for the
     benefit  of,  the owner  thereof  or  licensed  with a right to  sublicense
     (subject to any restrictions which are a part of such right).

          1.9  "Joint  Technology"  shall mean any Technology  developed through
     the joint  efforts of  Licensee  and one or more  Contributing  Consultants
     which is an Improvement to the FPGA Architecture.

          1.10 "License"  shall mean the  License to the  Technology  granted to
     Licensee by Licensor in Section 1.1 of the Agreement.

          1.11 "Licensed Device" shall mean any device,  including an integrated
     circuit,  constituting a Field  Programmable Gate Array or Multichip Module
     designed with, or utilizing,  in whole or in part,  any of the  Technology,
     other than Emulation/ Simulation Devices.

          1.12 "Multichip  Module"  shall  mean  a  device  containing  multiple
     integrated circuits, including one or more FPGAs.

          1.13 "Net Receipts"  shall mean the gross amount  recognized as income
     on Licensee's books (pursuant to generally accepted  accounting  principles
     consistently  applied) in connection  with the sale of a Licensed Device or
     Product,  less deductions for payment of sales,  value added or any similar
     taxes,  and shipping and insurance  charges,  with respect to such Licensed
     Device or Product.

          1.14 "Product"  shall  mean  any  integrated  circuit,  or any  device
     containing  several  integrated  circuits,  designed with or utilizing,  in
     whole or in part, any of the Technology that is not a Licensed Device.

          1.15 "Product  Introduction" shall mean the date on which Licensee has
     sold,  in the  aggregate,  Licensed  Devices  with  respect  to which it is
     entitled to Net Receipts  aggregating in excess of [CONFIDENTIAL  TREATMENT
     REQUESTED].

          1.16 "Product  Families"  shall  mean a series of  products  that have
     different  capacities,  but are based on a common FPGA  architecture  and a
     common process technology.

          1.17 "Tapeout"   shall   mean   the   completion   of   the   physical
     specifications, including without limitation, fractured data ready for mask
     making, of the first integrated circuit using the FPGA Architecture.

          1.18 "Technology" shall mean  the FPGA  Architecture  and any  and all
     know-how  and  engineering  data related to the FPGA  Architecture  and any
     Improvements  thereto, and all related patents,  copyrights,  trade secrets
     and other intellectual or industrial  property rights;  provided,  however,
     Technology shall not include any Improvement  thereto which is developed at
     the specific request of, and pursuant to a written  agreement with, a third
     party that is not an  Affiliate of Licensor  unless  Licensor has a license
     with respect to such Improvement with a right to sublicense (subject to any
     restrictions which are a part of such right).

     2.   Reports, Records, Audits and Inspections

          2.1  Reports.   Licensee   shall   deliver  to  Licensor  as  soon  as
     practicable, but in any event within 60 days following the last day of each
     calendar  quarter  during the term hereof,  a written  report  showing,  in
     reasonable  detail,  sales of Licensed Devices by Licensee in such quarter,
     including,  without limitation,  the Net Receipts  attributable thereto and
     any credits given by Licensee on previous sales.

          2.2  Records. During the term of the Agreement, and for a period of at
     least three years  thereafter,  Licensee  shall  maintain true and complete
     books and  records  related  to all sales of  Licensed  Devices;  provided,
     however,  notwithstanding the foregoing,  Licensee shall not be required to
     maintain  any of such  books and  records  more than ten years  after it is
     first prepared.

          2.3  Audits and Inspections

               (a) During the term of the Agreement and for a period of one year
          thereafter,  Licensor  shall have the right,  at its  expense and upon
          reasonable  notice to  Licensee,  to have  examined by an  independent
          auditor with a national reputation, reasonably acceptable to Licensee,
          Licensee's  books and records in order to  determine or verify the Net
          Receipts and sales of the Licensed  Devices.  Licensor  shall not make
          any such examination more than twice in any calendar year.

               (b) If an error in the  reported  Net  Receipts  or the  reported
          number of Licensed  Devices sold by Licensee is discovered as a result
          of such an  examination  and the reported Net Receipts or the reported
          number of  Licensed  Devices  sold by  Licensee  during the  period(s)
          examined  were in excess of 5% less than the  actual Net  Receipts  or
          number  of  Licensed  Devices  sold by  Licensee,  as the case may be,
          during  such  period(s),  Licensee  (i)  shall  pay all of  Licensor's
          out-of-pocket expenses related to such examination, and (ii) shall pay
          Licensor interest on the amount of such  underpayment,  at the rate of
          12% per annum,  from the date such  amount was due and  payable  until
          such amount is actually paid.

     3.   Protection of Proprietary Information and Rights

          3.1  Third Party  Infringement  and  Misappropriation.  Licensee shall
     give Licensor  prompt notice of any activities or threatened  activities of
     any  third  party of which it  becomes  aware  that  infringe  any  patent,
     copyright or other intellectual or industrial  property right subsisting in
     or related to any of the Technology or that  constitute a  misappropriation
     of trade secrets or act of unfair  competition which may dilute,  damage or
     destroy  rights   subsisting  in  or  related  to  any  of  the  Technology
     (collectively,  the "Infringing Activities").  Licensor shall give Licensee
     prompt  notice of any  Infringing  Activities  of which it becomes aware so
     long as the  license  granted to  Licensee  pursuant  to the  Agreement  is
     exclusive.  Licensor shall have the right, in its sole discretion,  to take
     whatever action,  whether in the nature of legal  proceedings or otherwise,
     it deems  necessary to remedy or prevent  Infringing  Activities.  Licensee
     shall  not be  permitted  to take any  action  to  remedy  or  prevent  any
     Infringing  Activities without Licensor's prior written consent,  which, so
     long as the License with respect to Licensed  Devices is  exclusive,  shall
     not be  unreasonably  withheld or delayed.  In the event Licensee takes any
     such  action,  it shall be obligated to pay all expenses it incurs in doing
     so and shall be entitled to retain all  damages and  reimbursement  of fees
     and expenses it receives as a result of doing so.

          3.2  Third Party Claims

               (a) Each party shall  promptly  notify the other party in writing
          of any legal proceeding  instituted or claim or demand asserted by any
          third party,  of which such party becomes  aware,  with respect to the
          infringement  of  any  patent,  copyright  or  other  intellectual  or
          industrial  property right, or misappropriation of any trade secret or
          act of unfair competition,  which is alleged to result from Licensee's
          use of any of the Technology as licensed under the Agreement (a "Third
          Party Claim").

               (b) In the event of a Third Party  Claim,  Licensor  may elect at
          its own  cost and  expense  to be  represented  by  counsel,  which is
          reasonably  acceptable to Licensee,  and to participate in, or, at its
          option,  take  exclusive  control  of,  the  defense,  negotiation  or
          settlement of such Third Party Claim,  including,  if it so elects, by
          bringing counterclaims, in its own name or in Licensee's name (if such
          counterclaim  may only be  brought  in  Licensee's  name and  Licensor
          obtains Licensee's approval to bring such counterclaim, which approval
          shall not be unreasonably  withheld or delayed), as to the validity of
          any alleged patents,  copyrights,  trade secrets or other intellectual
          or  industrial  property  rights  involved in such Third Party  Claim;
          provided,  however, that Licensor shall not have the right to agree to
          settle such Third Party Claim without Licensee's consent,  which shall
          not be  unreasonably  withheld  or  delayed,  unless (i) the terms and
          conditions of such settlement  require only the payment of money,  and
          do not  require  Licensee to admit any  wrongdoing  or take or refrain
          from taking any action, (ii) the full amount of the settlement is paid
          by  Licensor,  and  (iii)  such  settlement  does not  materially  and
          adversely affect Licensee's  rights under the Agreement.  In the event
          that Licensor elects to take such control, Licensee may participate in
          such defense, negotiation or settlement with counsel of its own choice
          and at its own expense.

               (c) If Licensor elects not to control the defense, negotiation or
          settlement  of any such Third  Party  Claim,  or fails to pursue  such
          defense, negotiation or settlement,  Licensee may defend, negotiate or
          settle such Third Party Claim provided,  however,  that Licensee shall
          not have the right to agree to settle  such Third Party Claim upon the
          License  ceasing to be  exclusive  in any respect  without  Licensor's
          consent,  which shall not be unreasonably withheld or delayed,  unless
          (i) the terms  and  conditions  of such  settlement  require  only the
          payment of money,  and do not require Licensor to admit any wrongdoing
          or take or refrain from taking any action, (ii) the full amount of the
          settlement  is paid by Licensee,  and (iii) such  settlement  does not
          materially  and  adversely  affect  Licensor's  rights  to  any of the
          Technology.  Licensee  may be  represented  by  counsel  in  any  such
          defense,  negotiation or settlement which is reasonably  acceptable to
          Licensor.

               (d)  Notwithstanding  any  implication  to the  contrary  herein,
          Licensee  shall  make such  modifications  to the design of a Licensed
          Device as may be  reasonably  requested by Licensor in order to reduce
          the  exposure  to  Licensor  or Licensee of any Third Party Claim with
          respect  to  such  Licensed  Device  if  such  modifications  may  not
          reasonably be expected to materially and adversely affect the costs of
          producing  such  Licensed  Device or the  reasonably  projected  sales
          volume of such Licensed Device.

               (e)  Licensor  shall pay any  reasonable  out-of-pocket  costs or
          expenses  Licensee  incurs  with  respect to any Third  Party Claim if
          Licensee controls the defense, negotiation or settlement of such Third
          Party Claim,  any damages awarded against  Licensee as a result of any
          Third Party Claim, and the amount of any settlement of any Third Party
          Claim (other than a settlement by Licensee  which Licensee is required
          to pay pursuant to subsection  (c)).  Licensor's  obligations  in this
          subsection  (e) with respect to any Third Party Claim are  conditioned
          on the following: (i) Licensor being notified in writing of such Third
          Party  Claim  (provided,  however,  that any  failure to provide  such
          notice  on  a  prompt  basis  shall  not  affect  any  of   Licensor's
          obligations  hereunder  unless such failure  materially  and adversely
          affects its ability to defend such Third Party Claim)  promptly  after
          Licensee  becomes aware of such Third Party Claim; and (ii) should any
          Licensed  Device  become,  or,  in  Licensor's  opinion,  is likely to
          become,  the subject of a Third Party  Claim,  Licensee  shall  permit
          Licensor,  at  Licensor's  option  and  expense,  to  do  one  of  the
          following:  (A) procure for Licensee the right to continuing using the
          Technology  and to make,  use,  offer  to sell  and sell the  Licensed
          Device subject to the Third Party Claim;  or (B) modify the Technology
          so that its use is non-infringing but the Technology continues to have
          the same material benefits with respect to the development process for
          such  Licensed  Device  as it  possessed  prior to such  modification.
          Licensor  shall  have no  obligation  under this  subsection  (e) with
          respect to any Third Party  Claim,  to the extent such Claim  involves
          modifications of the Technology by Licensee.

     4.   Confidential Information

          4.1  Protection  of  Confidential  Information.  Licensor and Licensee
     each  acknowledge  that,  during  the term of the  Agreement,  it will have
     access to  proprietary  or  confidential  information,  including,  without
     limitation,  documents  or other items which have been marked or  otherwise
     identified as  confidential  or proprietary in nature,  of the other party,
     including,  without limitation,  information related to the Technology, the
     Licensed Devices and the business or business  practices of the other party
     related to the Technology or the Licensed Devices. Each party shall use its
     best efforts to protect such proprietary or confidential information of the
     other  party  in the  same  manner  in  which  it  would  protect  its  own
     proprietary or confidential  information,  and shall not use proprietary or
     confidential  information  of the other  party for its own  benefit  or the
     benefit  of any other  person  or  entity,  except  as may be  specifically
     permitted hereunder.

          4.2  Exceptions  to   Confidential   Treatment.   The  obligations  of
     confidentiality  and  non-use  shall  not  apply  to  any  confidential  or
     proprietary information of one party which:

               (a)  was  known  by the  other  party  prior  to the  date of the
          Agreement and not obtained or derived,  directly or  indirectly,  from
          such party or any of its Affiliates;

               (b) is or becomes  public or available  to the general  public or
          generally to the computer or semiconductor  manufacturing industry, or
          generally to any other industry in which the Licensed Devices are used
          or sold, otherwise than through (i) any act or default of a party that
          has an obligation of confidentiality  and non-use with respect to such
          information,   or  (ii)  the  disclosure  of  such   confidential   or
          proprietary  information  by such party,  subject to an  obligation of
          confidentiality and non-use;

               (c) is obtained or derived prior or subsequent to the date of the
          Agreement  from a third party which is lawfully in  possession of such
          information  and  does  not  hold  such  information  subject  to  any
          confidentiality or non-use obligations; or

               (d) is required to be  disclosed  by the other party  pursuant to
          applicable  law,  or  under a  government  or court  order;  provided,
          however, that (i) the obligations of confidentiality and non-use shall
          continue to the fullest extent not in conflict with such law or order,
          and (ii) if and when the other  party is  required  to  disclose  such
          confidential  or proprietary  information  pursuant to any such law or
          order,  such party shall use its best  efforts to obtain a  protective
          order or take such  other  actions as will  prevent  or limit,  to the
          fullest  extent  possible,  public access to, or  disclosure  of, such
          information.

     5.   Indemnification

          5.1  Protection of Parties. Subject to the limitations in this Section
     5, each party agrees to indemnify  and hold the other party  harmless  from
     any and all damages, liabilities, losses, and costs or expenses suffered or
     incurred by the other party arising out of, or resulting  from,  any breach
     of its representations, warranties or covenants in the Agreement.

          5.2  Procedure For Indemnification

               (a) In the event that any legal  proceedings are  instituted,  or
          any claim or demand is  asserted,  by any third  party  which may give
          rise to any damage, liability,  loss, or cost or expense in respect of
          which either party has  indemnified  the other party under Section 5.1
          above, the indemnified party shall give the indemnifying party written
          notice of the institution of such proceeding, or the assertion of such
          claim or demand,  promptly after the  indemnified  party first becomes
          aware thereof; provided,  however, that any failure by the indemnified
          party to give such notice on such prompt basis shall not affect any of
          its rights to indemnification hereunder unless such failure materially
          and adversely affects the ability of the indemnifying  party to defend
          such proceeding.

               (b) The  indemnifying  party shall have the right,  at its option
          and at its own expense,  to be  represented  by counsel of its choice,
          subject to the approval of the indemnified party, which approval shall
          not be  unreasonably  withheld  or  delayed,  and to  defend  against,
          negotiate  with  respect  to,  settle  or  otherwise  deal  with  such
          proceeding,  claim or demand; provided, however, that no settlement of
          such  proceeding,  claim or  demand  shall be made  without  the prior
          written consent of the indemnified  party,  which consent shall not be
          unreasonably  withheld or delayed,  unless,  pursuant to the terms and
          conditions of such settlement, the indemnified party shall be released
          from any liability or other exposure with respect to such  proceeding,
          claim or demand; and provided, further, that the indemnified party may
          participate in any such  proceeding  with counsel of its choice and at
          its own  expense.  In the event,  or to the extent,  the  indemnifying
          party  elects not to, or fails to,  defend such  proceeding,  claim or
          demand and the indemnified party defends against, settles or otherwise
          deals  with  any such  proceeding,  claim or  demand,  any  settlement
          thereof may be made without the consent of the  indemnifying  party if
          it is given  written  notice of the material  terms and  conditions of
          such  settlement  at  least  ten  Business  Days  prior  to a  binding
          agreement with respect to such settlement  being reached.  Each of the
          parties agrees to cooperate  fully with each other in connection  with
          the defense,  negotiation or settlement of any such proceeding,  claim
          or demand.

     6.   Representations and Warranties.

          (a)  Licensor and Licensee each  represents  and warrants to the other
     that:
               
               (i) it is organized,  validly existing and in good standing under
          the laws of the country or state in which it is incorporated;

               (ii)  its  execution  and  delivery  of the  Agreement,  and  the
          performance of its  obligations  under the  Agreement,  have been duly
          authorized by all necessary  corporate  action on its part, and it has
          full corporate power, right and authority to enter into the Agreement,
          to grant the  license it has  granted  thereunder  and to perform  its
          obligations thereunder;

               (iii)  neither the execution and delivery of the Agreement by it,
          nor  the  performance  by it of  any  of  its  obligations  under  the
          Agreement,  violates any  applicable law or regulation of any country,
          state or other  governmental  unit, or its Articles of  Certificate of
          Incorporation or Bylaws or other charter  documents,  or constitutes a
          violation  of,  or  a  breach  or  default  under,  any  agreement  or
          instrument,  or  judgment  or  order  of  any  court  or  governmental
          authority,  to which it is a party  or to  which it is  subject  or to
          which any of the Technology or the Licensed Devices is subject;

               (iv) the  Agreement  is a valid  and  binding  obligation  of it,
          enforceable  against it in accordance  with its terms,  except as such
          enforceability may be limited by equitable principles or by bankruptcy
          or other laws affecting creditors' rights generally; and

               (v) no consent,  approval,  order or authorization of any person,
          entity,  court or  governmental  authority  is required on its part in
          connection  with the  execution  and delivery of the  Agreement or the
          performance by it of its obligations thereunder.

          (b)  Licensor  represents  and warrants to Licensee  that it has title
     to, or a license with a right to sublicense, the Technology, in the form in
     which it is delivered to Licensee,  free and clear of any liens,  claims or
     encumbrances  or  interests  of any third party or any license  which is in
     conflict  with  the  License.  As of the  Effective  Date,  no  part of the
     Technology  has been  licensed to Licensor and Licensor has not granted any
     license with respect to any part of the Technology.

          (c)  Licensor  shall (i) file such patent  applications  covering  the
     FPGA  Architecture  as  may  be  reasonably  requested  by  Licensee,  (ii)
     prosecute  in  good  faith  each  patent  application   covering  the  FPGA
     Architecture,  and (iii)  maintain in force all patents  covering  the FPGA
     Architecture;  provided,  however, upon the License becoming non-exclusive,
     Licensee shall be obligated to reimburse  Licensor for all of its costs and
     expenses   (promptly   after  it  receives   written  notice  of  any  such
     expenditure) incurred in preparing, filing, prosecuting and maintaining any
     patent application which Licensee thereafter requests Licensor to file.

     7.   Miscellaneous

          7.1  Acknowledgments.  Licensee  acknowledges that it has no ownership
     rights,  and will not,  pursuant to the  Agreement,  acquire any  ownership
     rights, in the Technology.  Each party acknowledges that a breach of any of
     its obligations under the Agreement would cause the other party irreparable
     harm and,  in the event  such party  breaches  or  threatens  to breach its
     obligations  under the  Agreement,  the other  party  shall be  entitled to
     injunctive and other appropriate equitable relief.

          7.2  Warranties. LICENSOR HAS GRANTED THE LICENSE ON AN "AS-IS" BASIS.
     EXCEPT AS SET FORTH IN SECTIONS 6 AND 7.1 ABOVE, LICENSOR MAKES NO WARRANTY
     WITH RESPECT TO ANY OF THE TECHNOLOGY. LICENSOR MAKES NO IMPLIED WARRANTIES
     WITH RESPECT TO THE TECHNOLOGY,  INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
     WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

          7.3  Limitation  of  Liability.  NEITHER PARTY SHALL BE LIABLE FOR ANY
     SPECIAL,  INCIDENTAL OR CONSEQUENTIAL  DAMAGES SUFFERED BY THE OTHER PARTY,
     ANY OF ITS AFFILIATES,  ANY OF ITS  SUBLICENSEES OR ANY THIRD PARTY ARISING
     OUT OF, OR IN CONNECTION WITH, THE LICENSE OR USE OF THE TECHNOLOGY OR SALE
     OR USE OF ANY  LICENSED  DEVICE.  IN  ADDITION  TO THE  FOREGOING,  NEITHER
     LICENSOR  NOR  LICENSEE  SHALL BE  LIABLE  TO THE  OTHER  FOR ANY  SPECIAL,
     INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  SUFFERED  BY THE OTHER  PARTY,  ANY
     AFFILIATE OR  SUBLICENSE OF THE OTHER OR ANY THIRD PARTY ARISING OUT OF, OR
     IN CONNECTION WITH, THIS AGREEMENT,  THE PERFORMANCE BY EITHER PARTY OF ANY
     OF ITS  OBLIGATIONS  HEREUNDER,  ANY  REPRESENTATION  OR WARRANTY OF EITHER
     PARTY  HEREUNDER OR OTHERWISE,  EXCEPT ANY SUCH DAMAGES WHICH ARISE OUT OF,
     OR RESULT FROM, ANY INTENTIONAL  AND KNOWING BREACH OF THIS AGREEMENT.  THE
     FOREGOING LIMITATIONS APPLY TO ALL CLAIMS,  INCLUDING,  WITHOUT LIMITATION,
     BREACH OF  CONTRACT,  BREACH OF  WARRANTY,  NEGLIGENCE,  STRICT  LIABILITY,
     MISREPRESENTATION OR OTHER TORTS.

          7.4  Compliance With  Applicable  Law.  Licensee shall comply with all
     applicable  laws and  regulations of any country,  state or government unit
     relating to the use of any of the Technology or the  manufacture or sale of
     Licensed Devices,  including, but not limited to, the Export Administration
     Act and Export Administration  Regulations of the United States of America.
     Licensee  shall  obtain and  maintain in effect all  licenses,  permits and
     authorizations required for the performance of its obligations hereunder.

          7.5  Relationship  of Licensor and Licensee.  Nothing in the Agreement
     shall create a joint venture,  partnership or principal-agent  relationship
     between Licensor and Licensee.

          7.6  Notices. Whenever any matter in the Agreement provides for notice
     or other written  communication  to be given to Licensor or Licensee,  such
     notice shall be given at the address of such party set forth below, or such
     other address as such party shall provide,  in writing, to the other party.
     All notices may be given by being  personally  delivered,  by being sent by
     prepaid air freight,  delivery of which, within one Business Day of receipt
     by the air freight company,  is guaranteed,  or by being sent by facsimile,
     the receipt of which is acknowledged, addressed to the party hereto to whom
     notice is to be given at the  above-described  address.  Each  such  notice
     shall be deemed to be effective upon receipt, if personally delivered,  one
     Business  Day  after  receipt  by  the  airfreight   company,  if  sent  by
     airfreight, and one Business Day after being sent by facsimile.

                If to Licensor:                        If to Licensee:
                   BTR, Inc.                          Actel Corporation
     c/o Corporate Trust Company of Nevada         955 East Arques Avenue
             One East First Street               Sunnyvale, California 94086
               Reno, Nevada 89501                   Attn.: Jeff Schlageter
             Attn.: Richard Abraham                  Fax: (408) 522-8041
              Fax: (415) 948-7652

          7.7  Attorneys' Fees.Should any litigation or arbitration be commenced
     between the parties  hereto  concerning  the  Agreement,  or the rights and
     duties of the parties in relation to the Agreement, the party prevailing in
     such litigation or arbitration shall be entitled, in addition to such other
     relief  as may be  granted,  to a  reasonable  sum for  attorneys'  fees in
     connection  with  such  litigation  or  arbitration,  which  sum  shall  be
     determined by the trier of fact in such  litigation or  arbitration or in a
     separate action brought for that purpose.

          7.8  Assignment. The Agreement shall be binding upon, and inure to the
     benefit of, the respective legal representatives,  successors and permitted
     assigns of the parties  hereto.  Notwithstanding  the foregoing,  except as
     otherwise provided herein,  neither party may assign the Agreement,  or any
     of its rights or obligations under the Agreement, without the prior written
     consent  of the  other  party,  which  consent  shall  not be  unreasonably
     withheld  or delayed.  So long as any portion of the License is  exclusive,
     Licensor shall not assign  (directly or indirectly,  by operation of law or
     otherwise) or sell any of the Technology  without the prior written consent
     of Licensee,  which consent shall not be unreasonably  withheld or delayed.
     Any such sale or assignment not permitted  hereunder  shall be deemed to be
     null and void and of no effect.

          7.9  Cumulative  Remedies.  No remedy or election  hereunder  shall be
     deemed  exclusive,  but shall,  wherever  possible,  be cumulative with all
     other remedies at law or in equity.

          7.10 Severability. Should any portion or provision of the Agreement be
     declared  invalid  or  unenforceable  in any  jurisdiction  by a  court  of
     competent  jurisdiction,  then such portion or provision shall be deemed to
     be severable, to the extent invalid or unenforceable, from the Agreement as
     to such  jurisdiction  (but, to the extent permitted by law, not elsewhere)
     and shall not affect the remainder thereof.  Notwithstanding the foregoing,
     (a) such provision of the Agreement shall be interpreted by the parties and
     by any such  court,  to the  extent  possible,  in such a manner  that such
     provision shall be deemed to be valid and  enforceable,  and (b) such court
     shall have the right to make such  modifications  to any  provision of this
     Agreement  as do not  materially  affect the rights or  obligations  of the
     parties  under  the  Agreement  and as may be  necessary  in order for such
     provision to be valid and enforceable.

          7.11 Waiver.  No waiver  of any right or  obligation  of  Licensor  or
     Licensee  under the  Agreement  shall be  effective  unless  in a  writing,
     specifying such waiver,  executed by the party against which such waiver is
     being enforced.  A waiver by either party hereto of any of its rights under
     the  Agreement  on any  occasion  shall not be a bar to the exercise of the
     same right on any subsequent occasion or of any other right at any time.

          7.12 Other Terms.  The terms and provisions set forth in the Agreement
     shall control over any terms and provisions set forth in any purchase order
     or other document or instrument  submitted to Licensor by Licensee,  and no
     such purchase order or other document or instrument or course of conduct or
     trade  practice  may be used to modify,  vary or  supplement  any terms set
     forth  herein  unless  Licensor   expressly   agrees  in  writing  to  such
     modification, variation or supplement.

          7.13 Headings and Titles.  The designation of a title, or a caption or
     a  heading,  for  each  section  of the  Agreement  is for the  purpose  of
     convenience  only and shall not be used to limit,  interpret  or modify the
     provisions of the Agreement.

          7.14 Presumptions.   Because   each  of  the   parties   hereto   have
     participated  in drafting  the  Agreement,  there  shall be no  presumption
     against  any party on the  ground  that  such  party  was  responsible  for
     preparing the Agreement or any part thereof.

          7.15 Amendment or Modification. The Agreement may be amended, altered,
     or modified only by a writing,  specifying  such  amendment,  alteration or
     modification, executed by Licensor and Licensee.

          7.16 Counterparts.  The Agreement may be executed in two counterparts,
     each  of  which  shall  be  deemed  an  original,  but all of  which  shall
     constitute one and the same instrument.

          7.17 Governing Law; Jurisdiction.  This Agreement,  and the rights and
     obligations of the parties hereunder, shall be governed by and construed in
     accordance  with  the laws of the  State of  California.  Any  action  with
     respect to the  Agreement  filed by one party against the other may only be
     brought  in the  Federal  District  Court  for  the  Northern  District  of
     California  or the  Superior  Court of the State of  California  located in
     Santa Clara County.

          7.18 Arbitration.  Any controversy or claim arising out of or relating
     to this  Agreement  or its  breach  shall  be  settled  by  arbitration  in
     accordance   with  the  Commercial   Arbitration   Rules  of  the  American
     Arbitration  Association  then in  effect.  In any  arbitration  hereunder,
     Licensor and Licensee  may agree on the  selection of a single  arbitrator,
     but if they cannot so agree, each such party shall select an arbitrator and
     the two selected arbitrators shall select a third arbitrator. No arbitrator
     may be affiliated, whether directly or indirectly, with any of the parties,
     including,  without  limitation,  as an  employee,  consultant,  partner or
     shareholder.  The  arbitrator(s)  shall  permit  each of the parties to the
     arbitration  to engage in a reasonable  amount of  discovery.  In the event
     either party requests such an arbitration, the arbitration shall be held in
     Santa Clara County,  California. The award by the arbitrator or arbitrators
     shall be final,  and judgment upon the award rendered may be entered in any
     court having jurisdiction thereof.  Notwithstanding the foregoing,  neither
     party shall be prevented from seeking injunctive relief, including, without
     limitation,  a temporary restraining order, as contemplated by Section 7.1,
     from the courts specified in Section 7.17.

          7.19 Survival.  Sections  4.2,  4.4,  4.5,  5,  8,  10  and 12 of  the
     Agreement   and  each  section  of  this  Exhibit  "A"  shall  survive  the
     termination or cancellation of the Agreement.

          7.20 Complete  Agreement.   The  Agreement  constitutes  the  complete
     understanding  of the parties  hereto  regarding the subject matter thereof
     and  supersedes  all prior or  contemporaneous  agreements  of the parties,
     whether written or oral, with respect to such subject matter.