RESTATED AMENDMENT TO FABCO FOUNDRY VENTURE AGREEMENT


                  This  Restated  Amendment  to Foundry  Venture  Agreement  and
Foundry Capacity Agreement ("Amendment") is entered into as of February 28, 1997
("the Effective Date") by and amongst United Semiconductor Corporation, a Taiwan
corporation  having  its  principal  place of  business  at No. 3 Li-Hsin  Road,
Science-Based  Industrial Park, Hsin Chu City, Taiwan,  R.O.C.  ("USC"),  United
Microelectronics Corporation, a Taiwan corporation having its principal place of
business at No. 13, Innovation Road 1,  Science-Based  Industrial Park, Hsin Chu
City, Taiwan, R.O.C. ("UMC"), S3 Incorporated, a Delaware corporation ("S3") and
Alliance Semiconductor Corporation, a Delaware corporation ("Alliance"). By this
Amendment,  S3, Alliance, UMC and USC agree to increase the percentage of shares
which UMC may  transfer to  employees of USC and to employees of UMC in order to
provide  further  incentives to those employees in connection with their efforts
to contribute to USC, and to allow S3 and Alliance the right to tranfer  certain
shares they hold in USC to employees of S3 and Alliance in connection with their
efforts to contribute to USC.  Except as expressly  amended below,  the terms of
the Foundry Venture Agreement (as amended) remains in full force and effect.


1.       DEFINITIONS

1.1 "Technology  Transfer and License  Agreement,"  "Foundry Venture Agreement,"
"Foundry Capacity  Agreement" and "Foundry Venture  Memorandum of Understanding"
shall mean the agreements  having those titles as entered by and between UMC, S3
and Alliance in connection with the business of FabCo.

1.2 "FabCo" is the name which was given to the entity now known as USC under the
Foundry Venture Agreement,  the Foundry Capacity  Agreement,  and the Technology
Transfer and License Agreement.

1.3 All  definitions  of the Foundry  Capacity  Agreement  and  Foundry  Venture
Agreement are incorporated by reference.


2.       AMENDMENT OF FOUNDRY VENTURE AGREEMENT

2.1 The  Venturers  and USC  agree to amend the  Foundry  Venture  Agreement  to
provide (i) that UMC may transfer up to 9.75% USC  standard  shares to employees
for  incentives,  and (ii) that each Venturer  other than UMC may transfer up to
9.75% of that  respective  Venturer's  USC standard  shares to employees of that
Venturer for incentives.


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2.2  Accordingly,  the notes  accompanying  the table of Paragraph 4.1(b) of the
Foundry Venture Agreement are amended to state as follows:

*For purposes of this Foundry Venture  Agreement,  "UMC  Affiliates"  shall mean
those  entities:  (i) nominated by UMC and approved by the Venturers in writing,
(ii) which UMC directly and/or  indirectly  controls,  and/or (iii) in which UMC
directly or indirectly owns a majority interest;  provided that no UMC Affiliate
which is a competitor of S3 and/or Alliance may hold shares in FabCo pursuant to
rights granted to UMC Affiliates  under this Foundry Venture  Agreement  without
the prior written  consent of the Venturer  involved.  In addition:  (a) UMC may
transfer  up to  9.75% of USC's  standard  shares  to UMC  employees  and/or  to
employees of USC for purposes of providing  additional  incentives in connection
with USC business  without  necessity for any prior written  consent from USC or
from any Venturer,  and (b) Each Venturer other than UMC may also transfer up to
9.75% of the USC standard shares which that Venturer committed to purchase under
the Foundry  Venture  Agreement  (as amended) to employees of that  Venturer for
purposes of providing  additional  incentives  in  connection  with USC business
without  necessity for any prior written  consent from USC or from any Venturer,
provided  that such shares shall be subject to any voting trust  obligations  of
the Venturer under the parties respective agreements. **UMC employees who intend
to become (and who later become) regular  employees of USC will be among the USC
shareholders  pursuant to this table.  The UMC  employees  and the  eligible USC
employees shall be required to pay in cash upon issuance the value shown in this
table for their standard shares.



ACCORDINGLY,  each Party to this  Amendment  represents  and  warrants  that the
representatives  signing on their respective  behalf is authorized to enter into
this Amendment and to bind that Party to its terms.


ALLIANCE SEMICONDUCTOR                      S3 INCORPORATED
CORPORATION


/s/ N. D. Reddy                             /s/ Dale R. Lindly
______________________________              _________________________________
N. D. Reddy                                 Dale R. Lindly
President                                   Acting Chief Financial
                                            Officer


UNITED MICROELECTRONICS                     UNITED SEMICONDUCTOR CORPORATION
CORPORATION                                 (formerly known as "FabCo")



/s/ Ingdar Liu                              /s/ Peter Chang
______________________________              _________________________________


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