Preferred Stock Purchase Agreement

To Series C Preferred Stock Purchase Agreement

by Gatefield Corp
May 28th, 1999



Exhibit 10.2

                              AMENDMENT NO. 1
             TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 amends that certain Series C Preferred Stock
Purchase Agreement by and between GateField Corporation ("GateField") and Actel
Corporation ("Actel") dated as of August 14, 1998 (the "Agreement").

         GateField and Actel hereby agree to amend the Agreement as follows:

         1.     RIGHT OF FIRST REFUSAL. Amend section 4.7(a) of the agreement by
deleting the second sentence and substituting the following in lieu thereof:


                The Purchaser's pro rata share, for purposes of this Section
                4.7, shall equal a fraction, the numerator of which is the sum
                of (1) the number of shares of common stock then held by such
                Purchaser, (2) the number of shares of common stock issuable
                upon conversion of shares of Preferred Stock then held by such
                Purchaser, (3) the number of shares of common stock issuable at
                any time upon exercise and/or conversion of convertible notes
                then held by such Purchaser, and (4) the number of shares of
                common stock issuable upon exercise and/or conversion of other
                convertible securities, options, rights or warrants then held by
                such Purchaser, and the denominator of which is the sum of (1)
                the total number of shares of common stock then outstanding, (2)
                the total number of shares of common stock issuable upon
                conversion of preferred stock then outstanding, (3) the total
                number of shares of common stock issuable at any time upon
                exercise and/or conversion of convertible notes then
                outstanding, and (4) the total number of shares of common stock
                issuable upon exercise and/or conversion of all other
                convertible securities, options, rights and warrants then
                outstanding.

         Except as amended hereby, the provisions of the Agreement shall remain
in full force and effect.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 by their respective duly authorized representatives as of May
25, 1999.



          GATEFIELD CORPORATION           ACTEL CORPORATION

By:  /s/ Timothy Saxe                     By:  /s/ Esmat Z. Hamdy
   ------------------------                  ------------------------
Name:  Timothy Saxe                       Name:  Esmat Z. Hamdy

Title:  President and CEO                 Title:  Sr. VP Technology & Operations