Agreement
                             of Limited Partnership

This Agreement of limited partnership ("Agreement") is dated as of January 23,
2001 among Alliance Venture Management, LLC, a California limited liability
company ("General Partner"), Alliance Semiconductor Corporation, a Delaware
corporation ("Alliance") and the limited partners ("Limited Partners") listed in
Schedule I attached hereto (General Partner and the Limited Partners being
herein collectively called the "Partners"). Capitalized terms not otherwise
defined shall have the meanings ascribed to such terms in Section 2.1.

The parties agree as follows:

1.    General Provisions

1.1   Formation
      The Partners hereby agree to form a limited partnership ("Partnership")
      pursuant to and in accordance with the California Revised Uniform Limited
      Partnership Act ("California Partnership Act").

1.2   Name
      The name of the Partnership will be "Alliance Ventures V, L.P." or such
      other name or names as the General Partner may from time to time
      designate.

1.3   Purpose
      The Partnership is organized for the object and purpose of making venture
      capital investments in private companies, managing and supervising such
      investments and engaging in such activities incidental or ancillary
      thereto as the General Partner deems necessary or advisable, provided,
      however, that the Partnership shall not engage in any activity that for
      United States income tax purposes would constitute a United States trade
      or business.

1.4   Place of Business
      The Partnership will maintain an office and principal place of business in
      Santa Clara, California or at such other place or places as the General
      Partner may from time to time designate.


2.    Definitions; Determinations; Capital Contributions;
      Capital Accounts

2.1   Definitions
      For purposes of this Agreement the following capitalized terms shall have
      the meanings set forth below:

      2.1.1Additional Limited Partners has the meaning set forth in Section 6.5.

      2.1.2Alliance Fund means any of Alliance Ventures I, L.P., Alliance
           Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV,
           L.P., Alliance Ventures V, L.P. and each private venture capital
           equity fund hereafter sponsored by the General Partner, and the
           Alliance Funds means all of such funds, collectively.

      2.1.3Applicable Law means ERISA or any federal or state law applicable to
           public pension plans or any regulation, case law or administrative
           ruling relating thereto.

      2.1.4Basis of any security means the basis of such security as determined
           in accordance with the Code less the amount of any write-down
           pursuant to Section 2.1.39.3 of the definition of Realized Investment
           Loss (as the case may be) and as further adjusted to reflect the
           effects of any transaction described in Section 2.2.1.

      2.1.5California Partnership Act has the meaning set forth in Section 1.1.

      2.1.6Capital Account has the meaning set forth in Section 2.4.

      2.1.7Capital Call Notice has the meaning set forth in Section 2.3.1.

      2.1.8Capital Contribution of any Partner means the amount received by the
           Partnership from such Partner pursuant to its Commitment.

      2.1.9Carried Interest means the General Partner's 15% interest in the
           Partnership's Net Profits from Portfolio Investments and Net Loss
           from Portfolio Investments allocated to the General Partner pursuant
           to Sections 2.4.3.2 and 2.4.4.2.

      2.1.10 Code means the Internal Revenue Code of 1986, as in effect on the
           date hereof and, at the discretion of the General Partner, including
           any such amendment thereto which does not change the economic terms
           hereof.

      2.1.11 Commitment with respect to each Partner means the aggregate amount
           of cash agreed to be contributed as capital to the Partnership by
           such Partner as specified in Schedule I attached hereto as the same
           may be modified from time to time under the terms of this Agreement.

      2.1.12 Current Income means all interest and dividend income (including
           original issue discount and payment of in-kind income) from
           investments (other than Short-Term Investments).

      2.1.13    Defaulting  Partner  has the  meaning  set forth in  Section
           6.10.

      2.1.14    Effective Date means November 12, 1999.

      2.1.15 ERISA means the Employee Retirement Income Security Act of 1974, as
           amended from time to time.

      2.1.16    Excess  Losses  has the  meaning  given such term in Section
           2.4.5.

      2.1.17 Fair Value Capital Accounts means the Partners' Capital Accounts
           computed in accordance with Section 2.3, but treating each security
           owned by the Partnership as if, on the date as of which such
           computation is being made, such security had been sold at its "value"
           (determined in accordance with Section 9) and any resulting gain or
           loss had been allocated to the Partners' Capital Accounts in
           accordance with Section 2.4.

      2.1.18    Indemnifying  Partner  has the  meaning set forth in Section
           6.7.

      2.1.19 Limited Partners means the Persons listed in Schedule I hereto in
           their capacity as limited partners of the Partnership (including each
           Person admitted to the Partnership in accordance with Section 6.5)
           and each Additional Limited Partner who is admitted to the
           Partnership as a substitute limited partner pursuant to Section 6.2,
           so long as each such Person continues to be a limited partner of the
           Partnership hereunder.

      2.1.20 Management Agent means Alliance Venture Management, LLC or any
           other party (which may be the General Partner or a partner or
           affiliate thereof) selected by the General Partner to act as agent of
           the Partnership with respect to managing the affairs of the
           Partnership.

      2.1.21    Management Fee has the meaning set forth in Section 4.2.

      2.1.22    NMS means the National  Association  of  Securities  Dealers
           Automated Quotation System, National Market System.

      2.1.23 Net Loss from Portfolio Investments for any period means the excess
           of (x) the sum of all the Partnership's Realized Investment Loss and
           Partnership Expenses Allocable to Portfolio Investments for such
           period over (y) the sum of all of the Partnership's Current Income
           plus Realized Investment Gain for such period.

      2.1.24 Net Profits from Portfolio Investments for any period means the
           excess of (x) the sum of all of the Partnership's Current Income plus
           Realized Investment Gain for such period over (y) the sum of all the
           Partnership's Realized Investment Loss and Partnership Expenses
           Allocable to Portfolio Investments for such period.

      2.1.25 Opinion of Limited Partner's Counsel means a written opinion of any
           counsel selected by a Limited Partner which counsel and opinion shall
           be reasonably acceptable in form and substance to the General Partner
           in its sole discretion.

      2.1.26 Opinion of the Partnership's Counsel means an opinion of counsel
           selected by the General Partner and reasonably acceptable (by reason
           of experience in the area of law involved) to the Limited Partner
           affected by such opinion or, if more than one Limited Partner is
           affected by such opinion, Limited Partner(s) holding one-third of the
           Limited Partner Interests so affected.

      2.1.27 Organizational Expenses means the reasonable expenses (including,
           without limitation, travel, printing, legal and accounting fees and
           expenses) incurred in connection with the organization and funding of
           the Partnership and the General Partner.

      2.1.28 Partner Interest means a Partner's total ownership and interest in
           the Partnership based upon such Partner's aggregate Capital
           Contributions relative to the Capital Contributions of all Partners.

      2.1.29    Partnership  Expenses means Partnership  Expenses  Allocable
           to Portfolio  Investments and Partnership  Expenses Not Allocable
           to Portfolio Investments.

2.1.30     Partnership Expenses Allocable to Portfolio Investments means all
           costs and expenses directly relating to any Portfolio Investment (to
           the extent not borne or reimbursed by a Portfolio Company) ,
           including, but not limited to:

           2.1.30.1 all costs and expenses attributable to acquiring, holding,
                monitoring and disposing of the Partnership's investments
                (including, but not limited to, registration expenses and
                brokerage, finders', custodial and other fees);

           2.1.30.2 legal, accounting, auditing and other fees and expenses
                directly relating to specific Portfolio Investments (including,
                but not limited to, expenses associated with negotiating,
                consummating, monitoring and disposing of the Partnership's
                investments); and

           2.1.30.3 extraordinary expenses of the Partnership directly relating
                to specific Portfolio Investments (including, but not limited
                to, litigation and indemnification costs and expenses, judgments
                and settlements), but not including the Management Fee,
                Organizational Expenses and those expenses described in Section
                4.1 as payable by the Management Agent.

      2.1.31 Partnership Expenses Not Allocable to Portfolio Investments means
           all costs and expenses relating to the Partnership's activities and
           business other than Partnership Expenses Allocable to Portfolio
           Investments, including, but not limited to:

           2.1.31.1 legal, accounting, auditing and other fees and expenses
                (including, but not limited to, expenses associated with the
                preparation of Partnership financial statements, tax returns and
                forms K-1);

           2.1.31.2 extraordinary expenses of the Partnership not directly
                relating to specific Portfolio Investments (including, but not
                limited to, litigation and indemnification costs and expenses,
                judgments and settlements); and

           2.1.31.3 the Management Fee, but not including Organizational
                Expenses and those expenses described in Section 4.1 as payable
                by the Management Agent.

      2.1.32 Payout with respect to each Limited Partner (other than a
           Defaulting Partner) means the time when such Limited Partner has
           received cumulative distributions from the Partnership (regardless of
           the source or character thereof) in an amount equal to its aggregate
           Capital Contributions. If a distribution of cash or securities causes
           the Partnership to reach and exceed Payout, the portion of the amount
           distributed which was necessary to reach Payout will be deemed to
           have been distributed before Payout, and any remaining amount will be
           deemed to have been distributed after Payout.

      2.1.33 Person means an individual, a partnership, a corporation, an
           association, a joint stock company, a trust, a joint venture, an
           unincorporated organization and a governmental entity or any
           department, agency or political subdivision thereof.

      2.1.34 Portfolio Company means any company in which the Partnership has an
           investment (excluding for such purposes Holdback Securities or a
           Short-Term Investment).

      2.1.35    Portfolio Company Fees means:

           2.1.35.1 all compensation (whether in cash or securities) directly or
                indirectly received by the General Partner, any of its managers,
                any employee or agent of the General Partner, the Management
                Agent or any affiliate, principal, employee or agent of the
                Management Agent (but excluding any amount received by a manager
                of the General Partner) acting, directly or indirectly, on
                behalf of the Partnership from any Portfolio Company, whether as
                director fees, management fees, consultant fees or investment
                banking fees; and

           2.1.35.2 all breakup fees, litigation proceeds or commitment fees
                received by the General Partner or any of its managers from
                transactions not consummated by the Partnership (in each case,
                net of all amounts necessary to reimburse the General Partner,
                each of its managers, the Management Agent and any employee or
                agent of the Management Agent for all costs and expenses
                incurred by any of them in connection with consummated or
                unconsummated transactions or in connection with generating any
                such fees and not previously reimbursed),

           but not including any amount received by the General Partner, any of
           its managers, members, employees or agents from Portfolio Companies
           as reimbursement for out-of-pocket expenses directly related to such
           Portfolio Companies.

      2.1.36 Portfolio Investments means any investments held by the Partnership
           other than Short-Term Investments.

      2.1.37 Prime Rate means, on any date, a variable rate per annum equal to
           the rate of interest published, from time to time by the Wall Street
           Journal as the "prime rate" at large U.S. money center banks.



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      2.1.38    Realized Investment Gain means:

           2.1.38.1 the excess, if any, of the proceeds from the sale,
                redemption or other disposition of any Portfolio Investments
                over the Basis of such Portfolio Investments; and

           2.1.38.2 the excess, if any, of the value (as determined pursuant to
                Section 8) of any Portfolio Investments distributed to the
                Partners over the Basis of such Portfolio Investments.

      2.1.39    Realized Investment Loss means:

           2.1.39.1 the deficiency, if any, of the proceeds from the sale,
                redemption or other disposition of Portfolio Investments as
                compared to the Basis of such Portfolio Investments;

           2.1.39.2 the deficiency, if any, of the value (as determined pursuant
                to Section 9) of any Portfolio Investments distributed to the
                Partners as compared to the Basis of such Portfolio Investments;
                and

           2.1.39.3 the amount, as determined by the General Partner, by which
                Portfolio Investments have permanently declined in value as
                compared to the Basis of such Portfolio Investments.

      2.1.40    Securities Act means the Securities Act of 1933, as amended.

      2.1.41 Short-Term Investment Income means the income earned on Short-Term
           Investments, including any gains and net of any losses from
           dispositions of Short-Term Investments and also net of any costs and
           expenses directly attributable thereto.

      2.1.42 Short-Term Investments means commercial paper, governmental
           obligations, money market instruments, certificates of deposit and
           other similar obligations and securities, in each case having a
           maturity of one year or less at the time of purchase by the
           Partnership.

      2.1.43 Tax Distributions means distributions made to the General Partner
           with respect to a fiscal year equal to the amount by which the
           General Partner's cumulative estimated tax liabilities for the fiscal
           year and all prior fiscal years exceeds the aggregate amount of
           distributions made to the General Partner:

           2.1.43.1 with respect to all prior fiscal years; and

           2.1.43.2 with  respect to the current  fiscal year under  Section
                3.2.1.

           For this purpose, the General Partner's cumulative estimated tax
           liabilities means the product of the aggregate amount by which the
           Net Profits from Portfolio Investments included in the Carried
           Interest exceeds the Net Losses from Portfolio Investments included
           in the Carried Interest, times the highest marginal federal, state
           and local tax rates applicable to any of the General Partner's
           members and former members.

      2.1.44 Tax Exempt Partner means any Limited Partner which is exempt from
           income taxation under ss.501(a) of the Code.

      2.1.45 UBTI means unrelated business taxable income as defined in ss.512
           and ss.514 of the Code.



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2.2   Determinations

      2.2.1An "exchange of securities" will be treated as a sale if under
           generally accepted accounting principles the Partnership realizes
           gain or loss on such exchange, in which case the Basis of the
           securities received in the exchange will be adjusted to take
           cognizance of the gain or loss from such exchange.

      2.2.2Any determination to be made based upon a specified proportion of the
           "Limited Partner Interests" shall be based upon the Limited Partners'
           Capital Contributions (less amounts returned pursuant to Section
           2.3.2), excluding, for purposes of any Applicable Section (as such
           term is defined in Section 6.9 below) and any vote, approval or
           consent to the removal of the General Partner or any successor
           thereto and the appointment of any general partner of the Partnership
           under applicable law for which an election was made under Section
           6.9, that portion of each Limited Partner's Capital Account which
           represents each such Limited Partner's Excess Interest (as such term
           is defined in Section 6.9); provided that for purposes of this
           Section 2.2.2 and except as set forth in Section 12.1, interests held
           by a Defaulting Partner shall be disregarded.

2.3   Capital Contribution Commitment

      2.3.1Each Partner agrees to make cash contributions (pro rata based upon
           the Partners' respective Commitments) to the capital of the
           Partnership in the aggregate amount equal to its Commitment by
           contributing installments in cash as follows: 50% of its Commitment
           on the Effective Date and thereafter, upon at least 30 days notice
           ("Capital Call Notice"). Each Capital Contribution will be made by
           delivery of a check made payable to the Partnership or by means of a
           wire transfer of funds to an account designated by the General
           Partner.

      2.3.2The General Partner may cause the Partnership to return to the
           Partners all or any portion of any Capital Contribution to the
           Partnership which is not invested in a Portfolio Company or used to
           pay Partnership Expenses (including Management Fees) or
           Organizational Expenses. Each such return of Capital Contributions
           shall be made pro rata among all Partners in the same proportion as
           the Partners made such Capital Contributions and, so long as such
           Capital Contributions are returned to the Partners on or before the
           120th day following the date such Capital Contributions were due (as
           set forth in the Capital Call Notice pursuant to which such Capital
           Contributions were made by the Partners to the Partnership), such
           returned Capital Contributions may be called again by the General
           Partner according to the provisions of this Section 2.3 as if such
           returned Capital Contributions had not been previously called.

2.4   Capital Accounts
      A capital account ("Capital Account") will be established for each Partner
      on the books of the Partnership and will be adjusted as follows:

      2.4.1Capital Contributions
           A Partner's Capital  Contribution will be credited to its Capital
           Account when received by the Partnership;

      2.4.2Short-Term Investment Income
           Except as otherwise provided in 2.4.5 below, Short-Term Investment
           Income earned in each quarterly period will be credited to, and
           Short-Term Investment Loss for each quarterly period shall be debited
           against, the Capital Accounts of the Partners pro rata according to
           their respective Partner Interests;



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      2.4.3Net Profits from Portfolio Investments
           Except as otherwise provided in 2.4.5 below, for any period in which
           the Partnership has Net Profits from Portfolio Investments, such Net
           Profits from Portfolio Investments shall be credited:

           2.4.3.1   85% to the Capital  Accounts of the  Partners  pro rata
                according to their respective Partner Interests; and

           2.4.3.2   15% to the Capital Account of the General Partner;

      2.4.4Net Loss From Portfolio Investments
           Except as otherwise provided in 2.4.5 below, for any period in which
           the Partnership has Net Loss from Portfolio Investments, such Net
           Loss from Portfolio Investments shall be debited:

           2.4.4.1   85% against the Capital  Accounts of all  Partners  pro
                rata according to their respective Partner Interests; and

           2.4.4.2   15%  against   the  Capital   Account  of  the  General
                Partner;

      2.4.5Special General Partner Allocations
           Notwithstanding anything in this Section 2.4, if at any time the
           General Partner's Capital Account is reduced to zero, 100% of Net
           Loss from Portfolio Investments, Organizational Expenses and
           Partnership Expenses Not Allocable to Portfolio Investments ("Excess
           Losses") will be debited against the Capital Accounts of the Limited
           Partners pro rata according to their respective Partner Interests.
           With respect to each quarterly period thereafter 100% of Short-Term
           Investment Income and Net Profits from Portfolio Investments will be
           credited to the Capital Accounts of the Limited Partners in
           proportion to their respective Partner Interests, until the Excess
           Losses have been recouped (i.e., an amount has been allocated 100% to
           the Limited Partners equal to the amount of the Excess Losses), at
           which time the allocations of Short-Term Investment Income and Net
           Profits from Portfolio Investments set forth in 2.4.2 and 2.4.3
           above, respectively, will be reinstated;

      2.4.6Partnership Expenses Not Allocable to Portfolio Investments
           Partnership Expenses Not Allocable to Portfolio Investments will be
           debited against the Capital Accounts of Partners pro rata according
           to their respective Partner Interests. If Limited Partners are
           admitted subsequent to the formation of the Partnership pursuant to
           Section 6.5, the allocation of Organization Expenses and Partnership
           Expenses Not Allocable to Portfolio Investments will be adjusted as
           if the subsequently admitted Limited Partners had been admitted at
           the time of formation, except that the amount of interest described
           in Section 6.5 will be credited to and, upon payment thereof to the
           Management Agent, debited from the Capital Accounts of such
           Additional Limited Partners;

      2.4.7Organizational Expenses
           Organizational  expenses  will be  debited  against  the  Capital
           Account of Alliance;

      2.4.8Distributions Debited against Capital Account Any amount distributed
           to a Partner will be debited against such Partner's Capital Account.
           The General Partner normally will adjust the Partnership's Capital
           Accounts at the end of each quarterly period, but may adjust them
           more often if a new Partner is admitted to the Partnership or
           circumstances otherwise make it advisable in the General Partner's
           judgment;

      2.4.9Distributions in Kind
           If any securities are to be distributed in kind to the Partners as
           provided in Section 3, such securities will first be written up or
           down to their value (as determined pursuant to Section 8 as of the
           date of such distribution), thus creating Realized Investment Gain or
           Realized Investment Loss (if any) , which shall be allocated in
           accordance with Section 2.4 to the Capital Accounts of the Partners,
           and upon the distribution of such securities to such Limited
           Partners, the value of such securities shall be debited, in
           accordance with Section 2.4, to the Capital Accounts of the Partners.


3.    Distributions

3.1   Distribution Policy
      The General Partner may in its sole discretion make distributions of cash
      or securities at any time and from time to time; provided, however, that
      no securities will be distributed in kind to the Partners until the
      earlier to occur of:

      3.1.1such time as such securities may be sold by or for the account of any
           Partner pursuant to Rule 144 promulgated under the Securities Act, or
           any successor rule; or

      3.1.2the final  distribution  of the assets of the  Partnership to the
           Partners pursuant to Section 7.4.

3.2   Cash Distribution
      At any time when Payout is not achieved, all distributions of cash shall
      be made to the Partners pro rata according to their Partner Interests,
      except that the General Partner shall also be entitled to receive Tax
      Distributions. At any time when Payout is achieved, all distributions of
      cash shall be made to the Partners in the following priority:

      3.2.1First, 100% of each distribution shall be made to the General Partner
           until the General Partner has received distributions pursuant to this
           Section 3.2.1, or as Tax Distributions, in aggregate amount equal to
           15% of Net Profits from Portfolio Investments for the period from the
           Effective Date to the date of such distribution; and

      3.2.2Second, after the required distribution pursuant to 3.2.1 above, each
           distribution will be made to all Partners pro rata according to their
           respective Capital Accounts;

      provided that the amount distributed to the General Partner (other than
      Tax Distributions) shall in no event cause the General Partner's Capital
      Account to be reduced below zero and that any amount which is not
      distributed to the General Partner because of this provision shall be
      distributed to the Limited Partners pro rata according to their respective
      Partner Interests.

3.3   Distributions in Kind

      3.3.1Subject to the terms of Sections 3.3.2 and 7.4, all distributions of
           securities shall be made as follows:

           3.3.1.1 First, such securities will be distributed to the Partners
                pro rata according to their Partner Interests until an amount of
                such securities has been distributed to the Partners as has an
                aggregate value, as determined pursuant to Section 8, equal to
                the Partnership's Basis (as determined in accordance with the
                Code and as adjusted to reflect the effects of any transaction
                described in 2.2.2.1) in the total amount of such property to be
                distributed to the Partners pursuant to this Section 3.3.1.1 and
                3.3.1.2 below, plus all Management Fees paid by the Partnership
                (to the extent not previously reimbursed);

           3.3.1.2 Second, such securities will be distributed to Alliance until
                an amount of such securities has been distributed to Alliance as
                has an aggregate value equal to the Organizational Expenses paid
                by Alliance (to the extent not previously reimbursed); and

           3.3.1.3 Third, such securities will be distributed 85% to the
                Partners pro rata according to their Partner Interests and,
                subject to 3.3.2 below, and 15% to the General Partner.

      3.3.2At any time when Payout is not achieved, unless otherwise agreed by
           the General Partner, the Partnership shall not deliver to the General
           Partner, but rather will hold for the benefit of the General Partner
           and as security for the obligations of the General Partner pursuant
           to Section 7.3.3, all property otherwise to be distributed pursuant
           to 3.3.1.2 above ("Holdback Securities"); provided that at such time
           as Payout is achieved, the Partnership will immediately deliver all
           Holdback Securities to the General Partner. Notwithstanding the
           foregoing, for all purposes of this Agreement, such Holdback
           Securities will be deemed to have been distributed to the General
           Partner. Accordingly, e.g., the Capital Account of the General
           Partner will be reduced by the value of the Holdback Securities upon
           such distribution, such Holdback Securities will be the property of
           the General Partner and not of the Partnership, and there will be no
           adjustment to any Capital Account of any Partner on account of any
           change in the value of Holdback Securities subsequent to such
           distribution (unless and to the extent all or any portion of such
           Holdback Securities are contributed to the Partnership pursuant to
           Section 7.3.3). At the election of the General Partner, the
           Partnership will sell or exchange all or any portion of the Holdback
           Securities as requested by the General Partner; provided that such
           sale or exchange is with an unaffiliated third party and that the
           proceeds of such sale or exchange (net of any expenses of such sale,
           if the proceeds thereof are in cash) will be delivered to and held by
           the Partnership until Payout is achieved; and provided, further, that
           such proceeds will be paid to the General Partner promptly after
           Payout is achieved.


4.    Management Agent, Management Fee
      and Organizational Expenses

4.1   Management Agent
      The General Partner may cause the Partnership to appoint a Management
      Agent to manage the affairs of the Partnership. The General Partner shall
      have the duty to manage the affairs of the Partnership during any period
      when there is no Management Agent, and shall be entitled to receive the
      Management Fee payable with respect to any period during which it so
      manages (as well as the amounts described in 4.2.5 and 4.2.6 below) . The
      appointment of the Management Agent shall not in any way relieve the
      General Partner of its responsibilities and authority vested pursuant to
      Section 5.1. The General Partner or the Management Agent shall pay:

      4.1.1all ordinary overhead and administrative expenses of the Partnership
           (including salaries and related benefits, rent, travel, entertainment
           and equipment expenses but excluding any Partnership Expenses and any
           Organizational Expenses reimbursable under Section 4.3) incurred by
           the General Partner, the Management Agent or any of their respective
           managers, members, agents, employees or stockholders (to the extent
           not borne or reimbursed by a Portfolio Company) in connection with:

           4.1.1.1   identifying      and      investigating      investment
                opportunities for the Partnership

           4.1.1.2   monitoring the Partnership's investments; and

           4.1.1.3   providing  Portfolio  Company  reports and  information
                to the Limited Partners; and

      4.1.2Organizational Expenses to the extent not reimbursed under Section
           4.3.



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4.2   Management Fee

      4.2.1General
           Subject to Section 4.1, during each consecutive twelve-month or
           lesser period from and after the Effective Date (each such
           twelve-month period, a "Management Fee Year"), the Partnership will
           pay the Management Agent in advance, commencing with a payment on the
           Effective Date for the period from the Effective Date up to and
           including December 31, 1999, and thereafter on a quarterly basis on
           January 1, April 1, July 1 and October 1 of each year until final
           distribution of the Partnership's assets pursuant to Section 7.4
           below (or as otherwise provided in Section 4.2.5 below), a fee as
           calculated below ("Management Fee"), as compensation for managing the
           affairs of the Partnership.

      4.2.2Calculation of Management Fee
           The Management Fee shall be 0.50% of the aggregate Commitments per
           year for the term of the Agreement, calculated in each year including
           the Commitments of any Limited Partners admitted pursuant to Section
           6.5 as if made on the Effective Date. In addition, if in connection
           with admission of any Additional Limited Partner, any portion of the
           Management Fee is paid later than as specified in Section 4.2.1
           above, the Management Fee will be adjusted to include, in respect of
           any such delayed amount, interest, from the date as of which such
           delayed amount was specified for payment through the date of actual
           payment thereof, at a rate equal to the Prime Rate plus two
           percentage points per annum.

      4.2.3Partial Year
           The Management Fee in any partial year will be pro-rated on a daily
           basis according to the actual number of days in such period.

      4.2.4Portfolio Company Fees
           Portfolio Company Fees received by the General Partner, any of its
           general partners, any employee or agent of the General Partner, the
           Management Agent or any affiliate, principal, employee or agent of
           the Management Agent (but not by any amounts received by a manager of
           the General Partner), shall be deducted from the management fees paid
           by the Alliance Funds; provided that, with respect to Portfolio
           Company Fees comprised of stock or rights convertible into or
           exercisable or exchangeable for stock, so long as the recipient
           thereof executes and delivers to the General Partner an agreement to
           hold such property or the proceeds thereof for the benefit of the
           Management Agent, such property will not be deemed to be received,
           for purposes of the foregoing, and therefore will not be deducted,
           until such time as, and only to the extent that, the recipient
           thereof realizes cash proceeds with respect to such property, whether
           upon the sale or other transfer of such property or as distributions
           with respect thereto; and provided, further, that any such Portfolio
           Company Fees held as of the ninth anniversary of the Effective Date
           and not previously deemed received pursuant to this sentence will be
           deemed to have been received as of such date.

      4.2.5Early Termination
           In the event of an early termination of the Partnership pursuant to
           Section 7.2, the Management Fee (computed pursuant to Section 4.2.2
           above) will be payable to the Management Agent through the date six
           months after the final distribution in connection therewith.

      4.2.6Organizational Expenses
           Alliance will pay the organizational expenses and set-up expenses of
           the Alliance Funds. The Alliance Funds will pay expenses directly
           related to the consummation of an investment whether or not
           consummated, the legal, custodial, and accounting expenses, and
           certain other related expenses of the Alliance Funds. The General
           Partner will pay expenses incurred in connection with investigating
           investment opportunities and monitoring investments, and will provide
           for normal operating overhead, including without limitation salaries,
           office space, and travel expenses for all personnel of the General
           Manager.

      4.2.7No Liability to Partnership or Partners
           Neither the Management Agent nor any shareholder, partner, director,
           officer, manager, member, employee, agent or affiliate of the
           Management Agent (nor any of their respective shareholders, partners,
           directors, officers, managers, members, employees, agents or
           affiliates) shall be liable to any Partner or to the Partnership for
           any action taken, or omitted to be taken, as the Management Agent, or
           on behalf of the Management Agent, with respect to the Partnership or
           for any action taken, or omitted to be taken, by the Management
           Agent, or any shareholder, partner, director, officer, manager,
           member, employee, agent or affiliate of the Management Agent (or any
           of their respective shareholders, partners, directors, officers,
           managers, members, employees, agents or affiliates), so long as such
           person:

           4.2.7.1   acted in good faith

           4.2.7.2   acted  in a  manner  reasonably  believed  to be in the
                best interests of the Partnership; and

           4.2.7.3   was neither  grossly  negligent  nor engaged in willful
                malfeasance.


5.    General Partner

5.1   Management Authority

      5.1.1The management of the Partnership will be vested exclusively in the
           General Partner, and the General Partner will have full control over
           the business and affairs of the Partnership. The General Partner will
           have the power on behalf and in the name of the Partnership to carry
           out any and all of the objects and purposes of the Partnership and to
           perform all acts and enter into and perform all contracts and other
           undertakings which, in its sole discretion, it deems necessary or
           advisable or incidental thereto, including the power to acquire or
           dispose of any security (including marketable securities).

      5.1.2All matters concerning:

           5.1.2.1 the allocation of Short-Term Investment Income, Current
                Income, Realized Investment Gain, Realized Investment Loss,
                Partnership Expenses, Partnership Expenses Allocable to
                Portfolio Investments, Partnership Expenses Not Allocable to
                Portfolio Investments, Organizational Expenses, Carried Interest
                and the distribution of net proceeds and the return of capital
                among the Partners, including the taxes thereon;

           5.1.2.2   accounting  procedures  and  determinations,  estimates
                of the amount of Management  Fees payable by any  Defaulting
                Partner or Regulated Partner; and

           5.1.2.3   other  determinations  not  specifically  and expressly
                provided for by the terms of this Agreement,

           shall be determined by the General Partner in accordance with its
           reasonable interpretation of the provisions of this Agreement, whose
           determination shall be final and conclusive as to all the Partners.

5.2   Limitation on Investments
      The General Partner will not invest (including guarantees of a Portfolio
      Company's or its subsidiary's obligations) more than 20% of the
      Partnership's aggregate Commitments in any one Portfolio Company without
      the prior written consent of Limited Partners holding 80% of the Limited
      Partner Interests.

5.3   UBTI
      The General Partner shall use its reasonable efforts to ensure that it
      does not knowingly engage in a transaction which will cause any Tax Exempt
      Partner to recognize UBTI as a result of its investment in the
      Partnership.

5.4   Permitted  Co-investments  by Certain  Limited  Partners,  the General
      Partner and Related Parties; Director Shares

      5.4.1The General Partner will not purchase securities in Portfolio
           Companies. Nothing in this Agreement will restrict the General
           Partner from permitting certain Limited Partners (and not necessarily
           all Limited Partners), managers and members of the General Partner
           and employees and stockholders of the Management Agent (collectively,
           the "Co-investors" and each individually a "Co-investor") to invest
           in Portfolio Companies; provided that:

           5.4.1.1 in the case of each such investment by one or more
                Co-investors in a Portfolio Company (a "Co-investment"), each of
                the Co-investors purchases, contemporaneously with the purchase
                by the Partnership, securities issued by such Portfolio Company
                which are of the same class as purchased by the Partnership (and
                if the Partnership purchases more than one class of securities
                issued by such Portfolio Company, each of such Co-investors
                purchases an amount of each such class in the same proportions
                as purchased at such time by the Partnership) at a price and on
                other terms which are the same as, or less favorable to the
                Co-investors than, the price and terms at or on which the
                Partnership is then purchasing securities of such Portfolio
                Company; provided that in no event will a Co-investor be
                obligated, solely on account of having made a Co-investment in a
                Portfolio Company, to purchase additional securities of such
                Portfolio Company, whether or not the Partnership subsequently
                does so; and

           5.4.1.2 the aggregate amounts invested by any managers and members of
                the General Partner in any Portfolio Company will not exceed 10%
                of the aggregate amount invested by the Partnership in such
                Portfolio Company at such time.

      5.4.2Subject to Section 5.4.1 above, nothing in this Agreement will
           restrict managers, members, employees and agents of the General
           Partner and the Management Agent from acquiring shares of stock of
           Portfolio Companies, or rights convertible into or exercisable or
           exchangeable for any such stock, in connection with serving on the
           boards of directors of, or in similar capacities for, such companies.
           In no event will the receipt by any manager of the General Partner of
           stock of Portfolio Companies, or rights convertible into or
           exercisable or exchangeable for any such stock, be deemed to be
           Portfolio Company Fees.

5.5   No Transfer of General Partnership Interest; No Withdrawal or Loans The
      General Partner will not sell, assign, pledge, mortgage or otherwise
      dispose of its General Partner interest in the Partnership and will not
      borrow or withdraw any amount from the Partnership.

5.6   No Liability to Limited Partners
      Neither the General Partner nor any manager, member, employee, agent or
      affiliate of the General Partner (nor any of their respective
      shareholders, partners, directors, officers, employees, agents or
      affiliates) shall be liable to any Partner or to the Partnership for any
      action taken, or omitted to be taken, as the General Partner, or on behalf
      of the General Partner, with respect to the Partnership or for any action
      taken, or omitted to be taken, by the General Partner, or any manager,
      member, employee, agent or affiliate of the General Partner (or any of
      their respective shareholders, partners, directors, officers, employees,
      agents or affiliates), so long as such person:

      5.6.1acted in good faith;

      5.6.2acted  in  a  manner  reasonably  believed  to  be  in  the  best
           interests of the Partnership; and

      5.6.3was neither grossly negligent nor engaged in willful malfeasance.

5.7   Indemnification of General Partner and Others
      The Partnership will indemnify the General Partner, each of its managers
      and members and their respective partners, employees, agents and
      affiliates, including without limitation the Management Agent and the
      partners, stockholders and employees of the Management Agent, against any
      losses, liabilities, damages or expenses (including amounts paid for
      reasonable attorneys fees, judgments and settlements in connection with
      any threatened, pending or completed action, suit or proceeding but
      excluding the amounts described in Section 4.1 as payable by the General
      Partner or the Management Agent) to which any of such persons may become
      subject in connection with the Partnership or in connection with any
      involvement with a Portfolio Company (including serving as an officer,
      director, consultant or employee of any Portfolio Company) directly or
      indirectly on behalf of the Partnership but, in each case, only to the
      extent that such person:

      5.7.1acted in good faith

      5.7.2acted in what such person  believed  to be in the best  interests
           of the  Partnership  or the  Portfolio  Company  (as the case may
           be); and

      5.7.3was neither grossly negligent nor engaged in willful malfeasance.

      The Partnership may, in the sole judgment of the General Partner, pay the
      expenses of any Person indemnifiable under this Section 5.7 in advance of
      the final disposition of any proceeding, so long as:

      5.7.4the General  Partner has a good faith  belief such  expenses  are
           indemnifiable; and

      5.7.5the General Partner receives a written agreement by such Person to
           repay the full amount advanced if there is a final determination that
           such Person did not satisfy the standards set forth in Sections 5.7.1
           through 5.7.3 immediately above or that such Person is not otherwise
           entitled to indemnification as provided herein.

5.8   Formation of New Fund or Business Endeavor
      No Limited Partner will, on account of entering into this Agreement or on
      account of its status as a Limited Partner of the Partnership, have any
      interest in the business endeavors of the other Partners other than its
      interest in the Partnership, and no Partner is, on account of entering
      into this Agreement or on account of its status as a Partner of the
      Partnership, restricted from entering into any future business activity,
      including with any other Partner; provided that the General Partner may
      not hereafter close the formation of a fund to invest primarily in equity
      securities until the time at which at least 75% of the Partners' aggregate
      Commitments have been invested, committed, reserved for follow-on
      investment, otherwise allocated for investment or used, or reserved to be
      used, to pay Partnership Expenses, Management Fees or Organizational
      Expenses.

5.9   Interest as a Limited Partner
      To the extent that the General Partner acquires the interest of a
      Defaulting Partner or a Regulated Partner or any other Limited Partner,
      the General Partner will be deemed to be a Limited Partner with respect to
      such interest for all purposes of this Agreement.


6.    Limited Partners

6.1   Limited Liability
      The Limited Partners will not be personally liable for any obligations of
      the Partnership and will have no obligation to make contributions to the
      Partnership in excess of their respective Commitments specified in
      Schedule I attached hereto, except to the extent set forth in the
      California Partnership Act; provided that a Limited Partner shall be
      required to return the portion of any distribution made to it in error
      (i.e., a distribution inconsistent with the terms of this Agreement). The
      Limited Partners will take no part in the control, direction or operation
      of the affairs of the Partnership and will have no power to bind the
      Partnership.

6.2   Transfer of Limited Partnership Interest
      A Limited Partner may not sell, assign, transfer, pledge, mortgage or
      otherwise dispose of all or any of its interest in the Partnership
      (including any transfer or assignment of all or any part of its interest
      to a person who becomes an assignee of a beneficial interest in the
      Partnership even though not becoming a substitute Limited Partner) unless
      the General Partner has consented to such transfer or assignment in
      writing. For purposes of this Section 6.2, a change in any trustee or
      fiduciary of a Limited Partner will not be deemed to be an assignment or
      transfer of a limited partnership interest pursuant to this Agreement,
      provided any such replacement trustee or fiduciary is also a fiduciary as
      defined under applicable state law and provided that income and loss
      allocable to the Limited Partner of the Partnership will continue to be
      included in the same filings under the same employee identification number
      with the Internal Revenue Service. Accordingly, such a change in a trustee
      or fiduciary may be made without the prior written consent of the General
      Partner, provided that the Limited Partner agrees to provide prompt
      written notice of such change to the General Partner. The voting rights of
      any Limited Partner's interest shall automatically terminate upon any
      transfer of such interest to a trust, heir, beneficiary, guardian or
      conservator or upon any other transfer if the transferor no longer retains
      control over such voting rights and the General Partner has not consented
      pursuant to Section 6.2(b) to such transferee becoming a substitute
      Limited Partner. No consent of any other Limited Partner will be required
      as a condition precedent to any such transfer or substitution. As a
      condition to any transfer of a Limited Partnership interest (including a
      transfer not requiring the consent of the General Partner), the transferor
      and the transferee shall provide such legal opinions and documentation as
      the General Partner shall reasonably request; provided that if the
      transfer is to be made from a Limited Partner to a co-trustee or trustee
      as contemplated above, an officer's certificate in form reasonably
      satisfactory to the General Partner shall be delivered by the Limited
      Partner to the General Partner in lieu of such legal opinions and other
      documentation.

      6.2.1Notwithstanding anything to the contrary contained in this Section
           6.2 or Section 6.10, a transferee or assignee will not become a
           substitute Limited Partner without the consent of the General
           Partner, in its sole discretion, and without executing and delivering
           to the General Partner a copy of this Agreement or amendment hereto
           in form and substance satisfactory to the General Partner in its sole
           discretion. Any substitute Limited Partner admitted to the
           Partnership with the consent of the General Partner will succeed to
           all rights and be subject to all the obligations of the transferring
           or assigning Limited Partner with respect to the interest to which
           such Limited Partner was substituted.

      6.2.2The transferor and transferee of any Limited Partner's interest shall
           be jointly and severally obligated to reimburse the General Partner
           and the Partnership for all reasonable expenses (including reasonable
           attorneys' fees and expenses) of any transfer or proposed transfer of
           a Limited Partner's interest, whether or not consummated.

      6.2.3The transferee of any Limited Partner interest shall be treated as
           having made all of the Capital Contributions made by, and received
           all of the distributions received by, the transferor of such
           interest.

      6.2.4Anything in this Agreement to the contrary notwithstanding, no
           Partnership interest shall be subdivided for sale or assignment
           (including any assignment of a profits and loss interest) if such
           subdivision results in the creation of any Partnership interest (or
           interest in the Partnership's profits and losses) which would have
           had an initial offering price smaller than the minimum amount
           prescribed in Internal Revenue Service rules or Treasury regulations
           setting forth a private-placement safe harbor under the publicly
           traded partnership provisions of the Code.

6.3   No Withdrawal
      Subject to the provisions of Sections 6.2, and 6.10, no Limited Partner
      may withdraw as a Partner of the Partnership, nor may a Limited Partner be
      required to withdraw, nor may a Limited Partner borrow or withdraw any
      portion of its Capital Account from the Partnership.

6.4   No Termination
      The substitution, death, insanity, dissolution (whether voluntary or
      involuntary) or bankruptcy of a Limited Partner will not affect the
      existence of the Partnership, and the Partnership will continue for the
      term of this Agreement until its existence is terminated as provided
      herein.

6.5   Subsequent Limited Partners
      The General Partner may accept additional Limited Partners ("Additional
      Limited Partners") up to and including the three month anniversary of the
      Effective Date; provided that the aggregate Commitments do not at any time
      exceed $25,000,000. Each Additional Limited Partner will be treated as
      having been a party to this Agreement as of the date hereof for all
      purposes (including allocation of Management Fees, Organizational
      Expenses, income, profits and loss); provided that each such Additional
      Limited Partner shall contribute to the Partnership, on the date of its
      admission to the Partnership, an amount of its Commitment equal to its
      portion of all Capital Contributions made by the other Partners to the
      Partnership prior to such admission date, plus interest from the date of
      such earlier Capital Contributions to the date of such Additional Limited
      Partner's admission to the Partnership at a rate equal to the greater of:

      6.5.110% per annum: or

      6.5.2the Prime Rate plus two percentage points per annum.

      For purposes of this Section 6.5, a Limited Partner that increases its
      Commitment shall be treated as an Additional Limited Partner with respect
      to the amount by which its Commitment increased. Upon the admittance of an
      Additional Limited Partner or the increase in a Limited Partner's
      Commitment, the General Partner may modify Schedule I attached hereto to
      reflect such admittance or increase.

6.6   No ERISA Entities
      Investment in the Alliance Funds is not open to institutions, pension
      plans and other funds subject to ERISA.

6.7   Indemnification and Reimbursement for Payments on Behalf of a Partner

      6.7.1If the Partnership is obligated to pay any amount to a governmental
           agency or to any other person (or otherwise makes a payment) because
           of a Partner's status or otherwise specifically attributable to a
           Partner (including, without limitation, federal withholding taxes
           with respect to foreign partners, state personal property taxes,
           state unincorporated business taxes, etc.), then such Partner
           ("Indemnifying Partner") shall indemnify the Partnership in full for
           the entire amount paid (including, without limitation, any interest,
           penalties and expenses associated with such payment). At the option
           of the General Partner, the amount to be indemnified may be charged
           against the Capital Account of the Indemnifying Partner and, at the
           option of the General Partner, either:

           6.7.1.1 promptly upon notification of an obligation to indemnify the
                Partnership, the Indemnifying Partner shall make a cash payment
                to the Partnership equal to the full amount to be indemnified
                (and the amount paid shall be added to the Indemnifying
                Partner's Capital Account but shall not be deemed a Capital
                Contribution hereunder); or

           6.7.1.2 the Partnership shall reduce subsequent distributions which
                would otherwise be made to the Indemnifying Partner until the
                Partnership has recovered the amount to be indemnified (provided
                that the amount of such reduction shall be deemed to have been
                distributed for all purposes of this Agreement, but such deemed
                distribution shall not further reduce the Indemnifying Partner's
                Capital Account).

      6.7.2A Partner's obligation to make contributions to the Partnership under
           this Section 6.7 shall survive the termination, dissolution,
           liquidation and winding up of the Partnership and, for purposes of
           this Section 6.7, the Partnership shall be treated as continuing in
           existence. The Partnership may pursue and enforce all rights and
           remedies it may have against each Partner under this Section 6.7,
           including instituting a lawsuit to collect such contribution with
           interest calculated at a rate equal to the Prime Rate plus six
           percentage points per annum (but not in excess of the highest rate
           per annum permitted by law).

6.8   Section 754 Election
      Upon the written request of Limited Partners holding a majority of the
      Limited Partner Interests, the General Partner may, in the General
      Partner's sole discretion, make an election provided for in ss.754 of the
      Code, if then permitted by applicable law.

6.9   Bank Holding Company Act of 1956
      With respect to any matter requiring the vote, approval or consent of
      Limited Partners under this Agreement, each of the Limited Partners
      subject to the provisions of the Bank Holding Company Act of 1956, as
      amended, may irrevocably elect in writing to the General Partner to
      terminate their rights hereunder or under applicable law (to the extent
      waivable) to vote, approve or consent to:

      6.9.1counsel for Partnership (as contemplated in the definition of
           "Opinion of the Partnership's Counsel") and any and all of the
           matters referred to in Sections 6.8, 7.2, 8.3 and 12.1 ("Applicable
           Sections") of the Agreement; and

      6.9.2the removal of the General Partner or any successor thereto and the
           appointment of any general partner of the Partnership under
           applicable law, with respect to such Limited Partner's interest (or
           any transferee thereof) in the Partnership in excess of five percent
           (an "Excess Interest").

      Upon the receipt by the General Partner of such irrevocable written
      election, each such Limited Partner so electing may not (with respect to
      their Excess Interest) vote on, approve of or consent to its rights under
      applicable law on the matters contained in the Applicable Sections
      referred to in such election and such election will be binding upon any
      successor to such Excess Interest or any portion thereof.

6.10  Limited Partner's Default on Commitment
      If any Limited Partner (a "Defaulting Partner") fails to make full payment
      of any portion of its Commitment when due and such failure is not cured
      within ten business days after receipt by such Limited Partner of written
      notice from the General Partner with respect to such failure to pay, the
      General Partner may in its discretion undertake any one or more of the
      following steps:

      6.10.1 The General Partner may assist the Defaulting Partner in finding a
           buyer for the Defaulting Partner's Partnership interest, provided
           that the General Partner will have no obligation to contact any
           particular Limited Partner or other person with regard to such sale.

      6.10.2 The Partnership may pursue and enforce all rights and remedies the
           Partnership may have against such Defaulting Partner with respect
           thereto, including a lawsuit to collect the overdue portion of the
           Commitment and any other amounts due the Partnership or General
           Partner hereunder, with interest at a rate equal to the Prime Rate
           plus six percentage points (but not in excess of the highest rate per
           annum permitted by law).

      6.10.3 The General Partner may offer the Defaulting Partner's interest to
           the Partners (other than any Defaulting Partners) pro rata in
           accordance with their Commitments on the terms set forth below. If
           any Partner does not elect to purchase the entire interest offered to
           it, the remaining interest allocable to the Partners will be
           re-offered pro rata to the Partners who have purchased the entire
           interest offered to them until either all of such interest is
           acquired or no Partner wishes to make a further investment. At the
           closing of such purchase (on a date and at a place designated by the
           General Partner), each purchasing Partner shall:

           6.10.3.1 deliver a non-interest bearing, non-recourse (except to the
                extent of the Partnership interest purchased and the proceeds
                therefrom) ten-year promissory note (in a form approved by the
                General Partner) payable to the Defaulting Partner in an amount
                equal to the portion of the Defaulting Partner's Capital Account
                being purchased by such Partner; and

           6.10.3.2 assume the portion of the Defaulting Partner's obligation to
                make both defaulted and further Capital Contributions pursuant
                to its Commitment which is equal to the portion of the
                Defaulting Partner's interest being purchased by such Partner.
                The General Partner will handle the mechanics of making the
                offers set forth herein and will in its discretion impose
                reasonable time limits for acceptance.

      6.10.4 If the entire Defaulting Partner's interest is not purchased in the
           manner set forth in Section 6.10.3 above, the General Partner in its
           sole discretion may offer the remaining interest either:

           6.10.4.1 to a third party or parties on the same terms as originally
                offered to the Partners pursuant to Section 6.10.3 above (in
                which case such third party or parties will, as a condition of
                purchasing such interest, become a party to this Agreement); or

           6.10.4.2 to the Partners in the manner provided in Section 6.10.3
                above, but with no requirement to assume the Defaulting
                Partner's obligation to make further capital contributions
                pursuant to its Commitment, in which case the Defaulting
                Partner's Commitment shall be deemed reduced (effective on the
                date of the default) to the amount actually paid in and the
                aggregate Commitments of the Partnership shall be reduced by the
                amount of such Defaulting Partner's remaining contributions to
                be made pursuant to its Commitment.

      6.10.5 In addition to, or instead of, the other remedies and undertakings
           available to the General Partner pursuant to this Section 6.10, the
           General Partner may, in its sole discretion, reduce (effective on the
           date of the default, after giving effect to the ten day cure period)
           any portion of such Defaulting Partner's Commitment (which has not
           been assumed by another Partner) to the amount of the Capital
           Contributions (which have not been purchased by another Partner) made
           by such Defaulting Partner (net of distributions pursuant to Section
           3.2.2) and the aggregate Commitments of the Partnership shall be
           commensurately reduced.

      6.10.6 Notwithstanding anything contained herein to the contrary, from and
           after any date on which a Defaulting Partner's Commitment is reduced
           pursuant to Section 6.10.5 above:

           6.10.6.1 such Defaulting Partner will have no right to receive any
                distributions, except for distributions made upon the
                Partnership's liquidation;

           6.10.6.2 such Defaulting Partner's Capital Account will not be
                credited with any Net Profits from Portfolio Investments or
                Short-Term Investment Income which shall instead be allocated to
                the Partners (other that any Defaulting Partners) in accordance
                with Sections 2.4.2 or 2.4.3, as appropriate (and as adjusted to
                treat the Defaulting Partner's Capital Contribution as equal to
                zero);

           6.10.6.3  until  such  Defaulting  Partner's  Capital  Account is
                reduced to zero:

                6.10.6.3.1 such Defaulting Partner's Capital Account shall
                     continue to be debited in accordance with Section 2.4.4 for
                     such Defaulting Partner's share of Net Loss from Portfolio
                     Investments, Partnership Expenses Not Allocable to
                     Portfolio Investments and Organizational Expenses as if
                     there had been no reduction in such Defaulting Partner's
                     Commitment or Capital Contributions; and

                6.10.6.3.2 the Management Fee payable by the Partners shall be
                     calculated as if there had been no reduction in such
                     Defaulting Partner's Commitment; and

           6.10.6.4  once  such  Defaulting  Partner's  Capital  Account  is
                reduced to zero:

                6.10.6.4.1 such  Defaulting  Partner's  Commitment  shall be
                     reduced  to zero  for all  purposes  of the  Agreement,
                     including   the   calculation   of  the   Partnership's
                     aggregate   Commitments   and   determination   of  the
                     Management Fee: and

                6.10.6.4.2 such Defaulting Partner shall be liable each quarter
                     to the General Partner or Management Agent for an amount
                     equal to its portion of the Management Fee for such quarter
                     as if there had been no reduction in such Defaulting
                     Partner's Commitment.

      6.10.7 No consent of any Limited Partner shall be required as a condition
           precedent to any transfer, assignment or other disposition of a
           Defaulting Partner's interest pursuant to this Section 6.10.


7.    Duration and Termination

7.1   Duration
      The Partnership will terminate on the tenth anniversary of the Effective
      Date, except that, with the consent of Limited Partners holding a majority
      of the Limited Partner Interests, the term of the Partnership may be
      extended by the General Partner for additional one-year periods (but not
      for more than a total of two additional years).

7.2   Early Termination
      Limited Partners holding 80% of the Limited Partner Interests may
      terminate the Partnership at any time.

7.3   Termination and Liquidation of Partnership Interest Upon termination, the
      Partnership will be liquidated in an orderly manner. The General Partner
      will be the liquidator to wind up the affairs of the Partnership pursuant
      to this Agreement.

7.4   Final Allocation and Distribution
      Upon termination of the Partnership (whether or not an early termination),
      the General Partner will make a final allocation of all kinds of income,
      loss and expense in accordance with Section 2 hereof and the Partnership's
      liabilities and obligations to its creditors shall be paid or adequately
      provided for prior to any distributions to the Partners. After payment or
      provision for payment of all debts of the Partnership, the remaining
      assets, if any, will be distributed among the Partners in accordance with
      the respective Capital Account balances (after giving effect to Section
      2.4).


8.    Valuation of Partnership Assets

8.1   Normal Valuation
      For purposes of this Agreement, the value of any security as of any date
      (or in the event such date is a holiday or other day which is not a
      business day, as of the next preceding business day) will be determined as
      follows:

      8.1.1a security which is listed on a recognized securities exchange or the
          NMS will be valued at its last sales price or, if no sale occurred on
          such date, at the last "bid" price thereon;

      8.1.2a security which is traded over-the-counter (other than on the NMS)
          will be valued at the most recent "bid" price; and

      8.1.3all other securities will be valued on such date by the General
          Partner at fair market value in such manner as it may reasonably
          determine.

8.2   Restrictions on Transfer or Blockage
      Any security which is held under a representation that it has been
      acquired for investment and not with a view to public sale or
      distribution, or which is held subject to any other restriction, or where
      the size of the Partnership's holdings compared to the trading volume
      would affect its marketability, will be valued at such discount from the
      value determined under Section 8.1 above as the General Partner deems
      necessary to reflect properly the marketability of such security.

8.3   Objection to Valuation
      Prior to acting upon its final valuation of any security pursuant to
      Sections 8.1.3 or 8.2, the General Partner shall provide the Limited
      Partners with notice of the General Partner's valuation of such security.
      If within 15 days after delivery of such notice Limited Partners holding a
      majority of the Limited Partner Interests deliver written notice to the
      General Partner objecting to the valuation of such security, then the
      General Partner will (at the Partnership's expense) cause an independent
      securities expert mutually acceptable to the General Partner and Limited
      Partners holding a majority of the Limited Partner Interests to review
      such valuation, and such expert's determination will be binding on the
      parties.

8.4   Write-down to Value
      Any securities which have permanently declined in value as determined by
      the General Partner will be written down to their value pursuant to the
      provisions of this Section 8 as of the date of such determination.


9.    Books of Accounts; Meetings

9.1   Books
      The Partnership will maintain complete and accurate books of account of
      the Partnership's affairs at the Partnership's principal office, which
      books will be open to inspection by any Partner (or its authorized
      representative) at any time during ordinary business hours.

9.2   Fiscal Year
      The fiscal year of the Partnership will be the calendar year, unless
      otherwise determined by the General Partner.

9.3   Reports
      The General Partner will furnish the Limited Partners:

      9.3.1within 45 days after the end of each fiscal quarter, unaudited
           financial statements for such quarter and a report disclosing in
           summary form the status of all Portfolio Companies, and

      9.3.2within 90 days after the end of each fiscal year, unaudited financial
           statements for such year, valuations of the Partnership's investments
           as of the end of such year (including a statement of each Partner's
           closing Capital Account and Fair Value Capital Account balances), and
           the Partnership's tax return and the Limited Partners' respective
           forms K-1 for such year.

9.4   Tax Allocation

      9.4.1The income, gains, losses, deductions and credits of the Partnership
           will be allocated for federal, state and local income tax purposes
           among the Partners so as to reflect as nearly as possible the
           allocation of such income, gains, losses, deductions and credits
           among the Partners for computing their Capital Accounts.
           Notwithstanding the preceding sentence, if the basis for federal
           income tax purposes of any property held by the Partnership differs
           from the basis of such property on the Partnership's books, any gain
           or loss arising from such property shall be allocated among the
           Partners so as to take into account the difference between the tax
           basis and the book basis of such property in any manner authorized by
           the Treasury Regulations under Section 704(c) of the Code and
           selected by the General Partner.

      9.4.2If any Partner is treated for income tax purposes as realizing
           ordinary income because of receipt of its Partnership interest
           (whether under ss.83 of the Code or any similar provisions of any
           law, rule or regulation or any other applicable law, rule, regulation
           or doctrine) and the Partnership is entitled to any offsetting
           deduction, the Partnership's deduction will be allocated among the
           Partners in such manner as to, as nearly an possible, offset such
           ordinary income realized by such Partner.

      9.4.3Notwithstanding any other provision of this Agreement, if a Partner
           unexpectedly receives an adjustment, allocation or distribution
           described in Treasury Regulation ss.1.704-1(b)(2)(ii)(d)(4), (5) or
           (6) which gives rise to a negative capital account (or which would
           give rise to a negative capital account when added to expected
           adjustments, allocations or distributions of the same type), such
           Partner will be allocated items of income and gain in an amount and
           manner sufficient to eliminate such deficit balance as quickly as
           possible; provided that the Partnership's subsequent income, gains,
           losses, deductions and credits will be allocated among the Partners
           so as to achieve as nearly as possible the results that would have
           been achieved if this Section 9.4.3 had not been in this Agreement,
           except that no such allocation shall be made which would violate the
           provisions or purposes of Treasury Regulation ss.1.704-1(b).

9.5   Annual Meeting
      Commencing in 1998, the General Partner will hold an annual general
      informational meeting for the Limited Partners. The General Partner will
      give all Limited Partners at least 30 days notice of each annual meeting.

9.6   Tax Matters Partner
      The General Partner is designated the "Tax Matters Partner" (as defined in
      Code ss.6231).


10.   Certificate of Limited Partnership; Power of Attorney

10.1  Certificate of Partnership
      A certificate of Limited Partnership within the meaning of the California
      Partnership Act ("Certificate") will be prepared following the execution
      and delivery of this Agreement. The General Partner will cause the
      Certificate to be filed and recorded in the office of the Secretary of
      State of the State of California and, to the extent required by local law,
      in the appropriate place in each state in which the Partnership may
      hereafter establish a place of business, but the Partnership will not be
      obligated to provide the Limited Partners with a copy of any amendment to
      or restatement of the Certificate. The General Partner will also cause to
      be filed, recorded and published such statements, notices, certificates or
      other instruments required by any provision of any applicable law which
      governs the formation of the Partnership or the conduct of its business
      from time to time.

10.2  Power of Attorney
      Each of the undersigned does hereby constitute and appoint V.R. Ranganath
      (so long as Mr. Ranganath is a member of the General Partner), and each
      person who hereafter becomes a manager of the General Partner with full
      power to act without the others, as its true and lawful representative and
      attorney-in-fact, in its name, place and stead, to make, execute, sign,
      acknowledge and deliver or file:

      10.2.1    the Certificate;

      10.2.2    any amendment to or cancellation of the Certificate

      10.2.3 all instruments, documents and certificates which may from time to
           time be required by any law to effectuate, implement and continue the
           valid and subsisting existence of the Partnership

      10.2.4    all  instruments,  documents and  certificates  which may be
           required to effectuate  the  dissolution  and  termination of the
           Partnership; and

      10.2.5 in the case of a Defaulting Partner any bills of sale or other
           appropriate transfer documents necessary to effectuate transfers of
           such Defaulting Partner's interest pursuant to Section 6.10 above.

      The powers of attorney granted herein will be deemed to be coupled with an
      interest, will be irrevocable and will survive the death, incompetence,
      disability or dissolution of a Limited Partner. Without limiting the
      foregoing, the powers of attorney granted herein will not be deemed to
      constitute a written consent of any Limited Partner for purposes of
      Section 12.1.


11.   Relationship Between the Allinace Funds and the Partnership

11.1  The General Partner presently intends that the guidelines set forth in
      this Section 11 generally will control Co-investments and other dealings
      between any other Alliance Fund and the Partnership.

11.2  The Partnership will not purchase from or sell to another Alliance Fund,
      except with the prior approval of Limited Partners holding a majority of
      Limited Partner Interests.

11.3  The General Partner will decide whether the Partnership will invest in a
      company which meets the investment criteria of the Partnership and another
      Alliance Fund (as determined by the General Partner in good faith) but in
      which neither the Partnership nor such other Alliance Fund has previously
      invested. The extent to which the Partnership participates in an
      investment in such company (relative to the amount, if any, to be invested
      by another Alliance Fund) will be determined also by the General Partner
      in its sole discretion.

11.4  The Partnership will invest in a company in which an Alliance Fund has
      previously invested only upon approval of the General Partner.


12.   Miscellaneous

12.1  Amendments
      This Agreement may be amended by the General Partner in any manner that
      does not adversely affect the rights of any Limited Partner and the
      General Partner shall furnish notice of any such amendment to the Limited
      Partners. This Agreement may also be amended by action taken by both:

      12.1.1    the General Partner; and

      12.1.2    the  Limited  Partners  owning a majority in interest of the
           Capital  Accounts of all the Limited  Partners at the time of the
           amendment,

      provided that such amendment does not  discriminate  among the Limited
      Partners.

12.2  Notices
      All notices provided for under this Agreement shall be in writing and
      shall be sufficient if sent by first-class mail to the address set forth
      in the schedule in the files of the Partnership as of the date of such
      notice for the party to whom such notice is to be given.

12.3  Binding Effect of Agreement
      This Agreement, including Section 10.2 hereof, shall be binding on the
      successors, assigns and the legal representatives of each of the Partners.

12.4  Counterparts
      This Agreement may be executed in more than one counterpart with the same
      effect as if the Partners executing the several counterparts had all
      executed one document.

12.5  Governing Law
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of California, without regard to the principles of
      conflicts of law thereof.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
as of the date first above written.

General Partner:                      Limited Partner:
Alliance Venture Management, LLC      Alliance Semiconductor
                                      Corporation

By:  /s/ V. R. Ranganath              By: /s/ N. Damodar Reddy
     ----------------------------         ---------------------------
signature of authorized               signature of authorized
representative                        representative

V.R. Ranganath                        N. Damodar Reddy
---------------------------------     -------------------------------
printed name                          printed name

President                             President and CEO
---------------------------------     -------------------------------
title                                 title



<PAGE>



[GRAPHIC
OMITTED][GRAPHIC OMITTED]                  Schedule I
                                        Limited Partners



Limited Partner                           Capital Contribution Commitment
----------------------------------------------------------------------------

Alliance Semiconductor Corporation          $60,000,000.00