[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


                 RESTATED DRAM LICENSE AND COOPERATION AGREEMENT


         This Restated DRAM License and Cooperation  Agreement  ("Agreement") is
entered  into as of February  28, 1996,  by and between  Alliance  Semiconductor
Corporation,  a Delaware  corporation  with its principal  offices at 3099 North
First Street,  San Jose,  California,  tel. (408)  383-4900;  fax (408) 383-4990
(collectively,  Alliance Semiconductor Corporation and its Taiwan subsidiar(ies)
will be referred to as "Alliance"),  and United Microelectronics  Corporation, a
Taiwan  Corporation  with its  principal  place of business at No. 3  Innovation
Road,  Science Based Industrial Park Hsin-Chu City, Taiwan,  R.O.C.,  tel. (035)
782-258; fax (035) 774-767 ("UMC").

WHEREAS  Alliance is in the business of  designing  and selling  Dynamic  Random
Access Memory ("DRAM") integrated circuits and wishes to arrange the manufacture
of such integrated circuits with UMC and/or UMC Affiliates (as defined below) at
Hsin-Chu, Taiwan; and

WHEREAS UMC is in the business of manufacturing and selling integrated circuits,
and wishes to manufacture  Alliance DRAM integrated circuits and to sell them to
Alliance and to others;

WHEREAS UMC and Alliance have entered into Foundry  Production,  Foundry Venture
and  Foundry   Capacity   Agreements  in  connection  with  integrated   circuit
fabrication  facilities  located at No. 13 Innovation  Road I, and No. 3 Li Hsin
Road, Science-Based Industrial Park, Hsin Chu City, R.O.C.;

WHEREAS UMC and Alliance  wish to amend and restate their DRAM License and Wafer
Sharing  Agreement entered into as of September 30, 1995 (as supplemented by the
Memorandum of  Understanding  concerning a meeting between Alliance and UMC held
November 17, 1995) as follows; and

WHEREAS UMC and Alliance  wish to  cooperate in the sales and  marketing of DRAM
integrated  circuits,  and to participate in certain of the resulting profits as
follows.

UMC AND ALLIANCE AGREE:


1.       DEFINITIONS

1.1  "Alliance  DRAM" means [*] on behalf of Alliance and [*] at any time during
the term of this Agreement.

1.2 "Capacity and Production  Agreements" means current  commitments from and/or
concerning  any wafer  manufacuring  facility  owned  and/or  controlled  by UMC
Affiliates,   including  without  limitation,  the  Foundry  Capacity  Agreement
concerning  the entity known as United  Semiconductor  Corporation  (aka in that
Foundry Capacity Agreement as FabCo), the Foundry Capacity Agreement  concerning
the entity known as United Silicon Inc. (aka 



                                      -1-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


in that Foundry Capacity Agreement as FabVen),  the Foundry Production Agreement
between Asian Specific  Technology  Ltd.  ("ASTL") and UMC, as amended,  and the
Restatement of Capacity Agreement between UMC and Alliance.

1.3  "Derivative  DRAM  Technology"  shall  mean [*] under this  Agreement.  For
purposes  of this  Agreement,  unless  expressly  stated  otherwise,  the phrase
"Derivative DRAM Technology" shall not include [*]  Notwithstanding  anything to
the contrary,  nothing in this Agreement shall limit or restrict the rights of a
party to use and/or exploit  confidential  information  belonging to that party,
[*]

1.4 "Intellectual Property" shall mean all designs,  patents,  copyrights,  mask
work  rights,  and  proprietary  information  of any  sort,  and  in  any  form,
conceived,  reduced  to  practice  and/or  developed  during  the  term  of this
Agreement.

1.5 "Licensed DRAM" shall mean [*] without limiting the foregoing, Licensed DRAM
shall include [*] and provided  further  that,  [*], nor shall [*] be considered
Licensed DRAM.

1.6      "Excluded DRAM" shall mean [*] during the term of this Agreement.

1.7 "UMC Affiliate"  shall mean UMC, United  Semiconductor  Corporation,  United
Silicon Inc., United Integrated Circuits Corporation,  and any other fabrication
facility  or  joint  venture  majority  owned  and/or  controlled  (directly  or
indirectly) by UMC during the term of this Agreement.

1.8 "DRAM  Capacity"  means [*] during the term of this  Agreement.  The parties
understand that (i) subject to the terms of those agreements, [*], and (ii) [*]

1.9      "[*]

1.10 "[*] Alliance  DRAM  Production"  shall mean [*]  production at [*] in full
compliance  with  the  agreed-upon  specifications  for  such  product,  and  in
conformance with commercially  acceptable criteria for such product,  including,
without  limitation,   quality,  yield,   reliability,   unit  cost,  and  other
characteristics.   [*]  Without  limiting  the  foregoing,   [*]  Alliance  DRAM
Production will be [*]

1.11 "UMC [*] DRAM" shall mean [*] during the term of this  Agreement,  provided
however that a product  shall not be  considered  UMC [*] DRAM [*]. UMC [*] DRAM
does not include DRAM [*]

1.12     "[*] DRAM" shall mean [*]

1.13     "[*] DRAM Rule Capacities" shall mean [*]

                                      -2-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


1.14  "[*]  Alliance  DRAM  Production"   shall  mean  [*]  including,   without
limitation, [*]


2.       LICENSE & GRANT OF RIGHTS

2.1 Alliance and UMC will,  during the term of this Agreement,  [*] with respect
to DRAM Capacity as follows:

         (a) During the term of this Agreement, Alliance and UMC [*] such DRAM.

         (b) UMC and Alliance  shall [*] during the period from the date of this
Agreement until [*], pursuant to [*]:

         (i)    the [*] Alliance;

         (ii)   all [*]:
                (aa)     [*] or
                (bb)     [*];

provided however that [*]; and

         (iii)  [*].

         (iv)   Notwithstanding anything to the contrary, to the extent [*].

         (c)  For  periods  subsequent  to [*]  and  during  the  term  of  this
Agreement,  UMC and Alliance will [*] The parties understand that [*] and during
the term of this Agreement.

         (d)  While this [*] pursuant to paragraph 4.2 below.

2.2      Without limiting the foregoing, [*]

2.3  Notwithstanding  anything to the contrary,  [*] and Alliance:  (i) Alliance
will [*], (ii) UMC will [*],  (iii) all such [*] under this  Agreement,  and (v)
the [*].  At the request of  Alliance,  UMC will [*]  Specifically,  but without
limitation, upon request by Alliance, UMC [*] If, for any reason, such [*], then
UMC will [*]. To this end, UMC shall [*]. UMC hereby [*]

2.4 Each party will own exclusively all  Intellectual  Property  obtained and/or
derived by it prior to the date of this Agreement,  as well as all  Intellectual
Property developed and/or derived by it thereafter,  provided however,  that the
parties [*] Without  limiting  the  foregoing  and subject  only to the specific
licenses granted in this Section 2 of this Agreement:


                                      -3-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


         (a) Alliance will retain and own exclusively  throughout the world, all
rights, title, and interest in designs, patents,  copyrights,  mask work rights,
and proprietary information in Alliance DRAM;

         (b) Alliance will retain and own exclusively  throughout the world, all
rights, title, and interest in designs, patents,  copyrights,  mask work rights,
and proprietary information in components, circuits, portions and/or subparts of
Licensed DRAM to the extent these components,  circuits,  portions and subparts,
as  incorporated  into  integrated  circuits other than those  originating  with
Alliance,  do not  incorporate  protectable  subject matter  created,  developed
and/or derived by persons other than Alliance;

         (c) UMC will retain and own throughout the world all rights,  title and
interest in Intellectual  Property  relating to and/or embodied in processes and
recipes for DRAM integrated circuits.

2.5 Subject to obligations to others under the law and/or  agreements with other
parties,  and,  without  limiting  any and  subject  to the other  terms of this
Agreement, [*] during the term of this Agreement; provided however that the have
[*] involved.

2.6 Subject to obligations to others under the law and/or  agreements with other
parties,  and  without  limiting  any and  subject  to the  other  terms of this
Agreement, [*] during the term of this Agreement:

         (a) For periods during the term of this Agreement  after the signing of
this Agreement and prior to [*].

         (b)  For  periods  during  the  term of this  Agreement  following  [*]
involved).

         (c) The parties will [*] Notwithstanding  anything to the contrary, the
[*] practicable.

         (d)  Notwithstanding  anything to the contrary,  [*] during the term of
this Agreement pursuant to the [*] of this paragraph 2.6 shall not be subject to
[*] above, nor shall [*] above.


3.       IMPLEMENTATION

3.1 UMC will [*]. UMC and Alliance [*].

3.2 Without  altering any  obligations  of either party under  existing  written
agreements  other  than  under  their  prior  DRAM  License  and  Wafer  Sharing
Agreement:

         (a) UMC will [*].


                                      -4-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


         (b) Within [*] after execution of this  Agreement,  and thereafter [*],
each  party  will  [*],  for  all  Alliance  DRAM,  Licensed  DRAM,  and for all
Derivative DRAM Technology,  as well as all [*]. Without limiting the foregoing,
the parties  contemplate  that they [*] throughout  the term of this  Agreement,
and,  for the term of this  Agreement,  they will not [*] as  required.  Without
expanding  the scope of the  above  licenses,  the  parties  shall  have the [*]
contemplated  under this  Agreement.  Notwithstanding  anything to the contrary,
Alliance [*]

3.3 The commercial  terms of sale (including  representations,  warranties,  and
indemnification  provisions)  of DRAM [*] during the term of this Agreement will
be [*]; provided however

         (a) the parties shall not [*] pursuant to the terms of this  Agreement;
and

         (b) In the event of a [*]

3.4 In addition,  UMC and Alliance  will [*] in order to enable them to exercise
their rights under this Agreement.  Without  limiting the foregoing,  during the
term of this Agreement:

<TABLE>
         (a) UMC shall  provide  Alliance  on a monthly  basis with  rolling six
month  forecasts  of UMC's good faith  estimates of what,  if any,  capacity UMC
expects to be  available  for  Licensed  DRAM in the next six months.  Each such
estimate  will include a  designation  of the  fabrication  facility  where such
capacity is  expected  to be  available.  UMC's six month  estimates  shall also
include [*]  Notwithstanding  anything to the  contrary and subject to the other
terms of this Agreement (I) as a general matter, [*] and (ii) UMC shall [*], and
(iii) the first five months of such  forecasts  will be an offer to Alliance for
the applicable percentage(s) of [*]:

<CAPTION>

------------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
      Month                 1                 2                  3                  4                 5                  6
------------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------
<S>                        <C>               <C>                <C>                <C>               <C>                <C>
       [*]                 [*]               [*]                [*]                [*]               [*]                [*]
------------------- ------------------ ----------------- ------------------ ------------------ ----------------- ------------------

</TABLE>

         (b)  Alliance  will  promptly  respond  to such  six  month  forecasts,
indicating  [*] for the six month  period  involved,  and,  within  five days of
receipt of UMC's six month  forecast,  Alliance may send [*] a written order for
the [*] pursuant to this  Agreement for each of the [*]. All such orders for [*]
according to the terms of this  Agreement and the other terms of the  applicable
Capacity and Production Agreement.  Notwithstanding anything to the contrary, to
the extent  Alliance  does not [*]  pursuant to the terms of this  Agreement  at
least  [*],  then (i) all such [*]  under  the  terms  above,  (ii)  subject  to
paragraph 3.3(b),  [*] (provided that this subparagraph  3.4(b)(ii) does not [*]
under paragraph 2.1), and (iii) [*]

         (c) The parties  will  cooperate  in good faith during the term of this
Agreement with respect to [*] as a result.

         (d) Within the first ten business days of each month,  UMC and Alliance
will notify one another in writing of [*] involved.


                                      -5-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


3.5 Each party agrees to inform the other of any applicable  restrictions and/or
limitations  imposed  under  the  law  and/or  with  respect  to the  export  of
technology  involved in Alliance DRAM,  Licensed DRAM,  and/or  Derivative  DRAM
Technology, and to comply with such applicable laws.

3.6 Alliance and UMC agree that all information  will be subject to the terms of
the Non-Disclosure and Confidential  Information Agreements entered into between
them in their current foundry relationships. The parties shall [*] only.

3.7 Subject to the other terms of this  Agreement,  UMC and Alliance [*] as soon
as possible:

         (a) In the  [*],  UMC and  Alliance  will  [*] as soon as  practicable.
Without limiting the foregoing, the [*].

         (b) In the [*], UMC and Alliance will each [*].

         (c) Beginning with the [*], and continuing  throughout the term of this
Agreement, UMC and Alliance will [*]. Without limiting the foregoing, [*].

         (d) In [*], UMC and Alliance will [*]. These [*].

         (e)  During  the  term of this  Agreement,  UMC and  Alliance  will [*]
Accordingly,  during  the term of this  Agreement  and  subject to its terms and
those of any applicable non-disclosure agreements, UMC and Alliance will [*]

3.8 During [the  development  phase of each Licensed DRAM developed  during] the
term of this Agreement:

         (a) Alliance will [*] to UMC,

         (b) UMC will [*] to Alliance, and

         (c) UMC will [*] provided however that Alliance will reimburse [*].

3.9  Notwithstanding  anything  to the  contrary,  [*]  during  the term of this
Agreement [*], provided however that if [*]

3.10  Notwithstanding  anything  to  the  contrary,  during  the  term  of  this
Agreement, and conditioned upon [*] UMC will [*]

3.11 During the term of this Agreement, subject to their standard non-disclosure
agreements,  and under reasonable terms and conditions (including those relating
to safety and fab operation), [*] will be [*] to the extent reasonably necessary
[*] with this Agreement.


                                      -6-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


4.       MISCELLANEOUS

4.1 This Agreement is the entire  agreement  between the parties with respect to
its subject matter; it supersedes all prior  understandings  and agreements with
respect to these matters, and there are no prior representations,  warranties or
other agreements relating thereto. This Agreement may not be modified, except in
writing signed by duly authorized officer of each party.

4.2 This Agreement shall be governed by the laws of California,  U.S.A.  without
regard to the  conflicts of laws  provisions  thereof and without  regard to the
United Nations  Convention on Contracts for  International  Sales of Goods.  Any
controversy or claims arising out of and/or  relating to this Agreement shall be
resolved  exclusively  by  arbitration  in  the  State  of  Hawaii,  U.S.A.,  in
accordance with the rules of the Asia Pacific Arbitration Center, before a panel
of three neutral arbitrators,  one chosen by UMC, one chosen by Alliance and the
third  chosen by those two.  Notwithstanding  anything to the  contrary,  either
party may seek  injunctive  relief  from any court with  jurisdiction  over such
matters and the parties involved to the extent  necessary and/or  appropriate to
protect Intellectual Property from irreparable harm arising out of any actual or
threatened breach of this Agreement.

4.3  Neither  party  may  assign   (including   assignments  by  law,   mergers,
acquisitions  or any other  change of control) any rights or  obligations  under
this  Agreement  without the other  party's  prior  written  consent;  any prior
assignment made without the requisite  consent shall be null and void;  provided
that UMC may fully or partially assign without Alliance's consent, to any other,
UMC's  rights to  receive  any cash  payment  for  product  shipped,  by sending
Alliance notice of assignment.

4.4 No party shall be liable to any other party for any delay or omission of the
performance for the obligations under this Agreement,  other than the obligation
to pay  moneys,  where the delay or  omission  is due to any cause or  condition
beyond the reasonable control of the other party obliged to perform,  including,
but not  limited  to strikes or other  labor  difficulty,  acts of god and/or of
government (in particular with respect to the refusal to issue necessary  import
or export licenses), war, riots embargoes, or inability to obtain supplies.

4.5 Notwithstanding anything to the contrary,  neither party shall be liable (on
any  theory,   contract,   tort,  statutory,  or  otherwise)  for  any  special,
incidental,and/or  consequential damages, for loss of use, profits, opportunity,
potential and/or reputation or for costs of substitutes.

4.6 This  Agreement and its terms shall remain in effect for a period ending [*]
and thereafter  will expire unless  otherwise  agreed upon in writing,  provided
however that:

         (a) if the parties have [*]; and

         (b) in the event of any  termination  or expiration of this  Agreement,
the parties will [*] pursuant to the terms of this Agreement.


                                      -7-
<PAGE>

[*] Denotes  information  for which  confidential  treatment has been requested.
Confidential portions ommited have been filed separately with the Commission.


         The  parties  have  duly  authorized   their   respective   undersigned
representatives  to execute this  Agreement and bind them to its terms as of the
date set forth above.


ALLIANCE SEMICONDUCTOR CORP.                UNITED MICROELECTRONICS CORP.

       /s/ N. D. Reddy                          /s/  M. K. Tsai
----------------------------                ----------------------------------
Authorized Signature                        Authorized Signature




                                      -8-