ALLIANCE SEMICONDUCTOR CORPORATION

                           FORM OF INDEMNITY AGREEMENT

                  This Indemnity Agreement,  dated as of ______________________,
199__, is made by and between  Alliance  Semiconductor  Corporation,  a Delaware
corporation  with  executive  offices  at 3099  North  First  Street,  San Jose,
California  95134-2006  (the  "Company") and  __________________________________
("Indemnitee").

                                    RECITALS

         A. The  Company is aware that  competent  and  experienced  persons are
increasingly  reluctant to serve as directors or officers of corporations unless
they are protected by comprehensive liability insurance or indemnification,  due
to increased exposure to litigation costs and risks resulting from their service
to such corporations,  and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors and officers;

         B. Based upon  their  experience  as  business  managers,  the Board of
Directors of the Company (the "Board") has concluded that, to retain and attract
talented and  experience  individuals  to serve as officers and directors of the
Company and its  subsidiaries  and to  encourage  such  individuals  to take the
business risks necessary for the success of the Company and its subsidiaries, it
is  necessary  for the  Company to  contractually  indemnify  its  officers  and
directors and the officers and directors of its subsidiaries,  and to assume for
itself  maximum  liability  for expenses and damages in  connection  with claims
against such  officers and  directors in  connection  with their  service to the
Company and its subsidiaries;

         C. Section 145 of the General Corporation Law of Delaware,  under which
the Company is organized  (collectively  with any successor statute thereto that
may be enacted,  "Section 145"),  empowers the Company to indemnify by agreement
its officers,  directors,  employees and agents,  and persons who serve,  at the
request of the Company,  as  directors,  officers,  employees or agents of other
corporations  or  enterprises  (including,  without  limitation,  the  Company's
subsidiaries),  and  expressly  provides  that the  indemnification  provided by
Section 145 is not exclusive; and

         D.  The  Company  desires  and has  requested  Indemnitee  to  serve or
continue  to serve as a director  or officer of the  Company  and/or one or more
subsidiaries  of the  Company  free from undue  concern  for claims for  damages
arising out of or related to such services to the Company and/or one or more the
subsidiaries of the Company.

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
hereby agree as follows:


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         1.       Definitions.

                  1.1 Agent.  For the purposes of this Agreement,  "agent of the
Company"  means any person who is or was a director,  officer or employee of the
Company or of a subsidiary  of the Company;  or is or was serving at the request
of, for the  convenience  of, or to represent  the interests of the Company or a
subsidiary of the Company as a director,  officer or employee of another foreign
or domestic corporation,  partnership,  joint venture, trust or other enterprise
or an  affiliate  of the  Company;  or was a director,  officer or employee of a
foreign or  domestic  corporation  which was a  predecessor  corporation  of the
Company or a subsidiary of the Company,  or was a director,  officer or employee
of another  enterprise  or  affiliate  of the Company at the request of, for the
convenience of, or to represent the interests of such  predecessor  corporation.
The term "enterprise" includes, without limitation, any employee benefit plan of
the Company, its subsidiaries, affiliates and predecessor corporations.

                  1.2 Company. For purposes of this Agreement, references to the
"Company"  shall  include,  in  addition  to  the  resulting  corporation,   any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers, employees or
agents, so that if Indemnitee is or was a director,  officer,  employee or agent
of such constituent corporation, or is or was serving at the request of, for the
convenience of, or to represent the interests of such constituent corporation as
a  director,   officer,  employee  or  agent  of  another  foreign  or  domestic
corporation,  partnership, joint venture, trust or other enterprise,  Indemnitee
shall stand in the same position  under the  provisions of this  Agreement  with
respect to the resulting or surviving  corporation as Indemnitee would have with
respect to such constituent corporation if its separate existence had continued.

                  1.3  Expenses.  For  purposes  of this  Agreement,  "expenses"
includes,  without  limitation,  all and  indirect  costs of any type or  nature
whatsoever  (including,  without  limitation,  all  attorneys'  fees and related
disbursements and other out-of-pocket costs) actually and reasonably incurred by
Indemnitee in connection with either the  investigation,  defense or appeal of a
proceeding or  establishing or enforcing a right to  indemnification  under this
Agreement, Section 145 or otherwise;  provided, however, that expenses shall not
include any judgments, fines, ERISA excise taxes or penalties or amounts paid in
settlement of a proceeding.

                  1.4   Proceeding.   For  the   purposes  of  this   Agreement,
"proceeding"  means  any  threatened,   pending,  or  completed  action,   suit,
arbitration  or  other  proceeding,  whether  civil,  criminal,  administrative,
investigative or any other type whatsoever.

                  1.5 Subsidiary.  For purposes of this Agreement,  "subsidiary"
means  any  corporation  of  which  more  than  50%  of the  outstanding  voting
securities is owned  directly or  indirectly by the Company,  by the Company and
one or more other subsidiaries, or by one or more other subsidiaries.


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                  1.6 Certain Other Terms.  For the purposes of this  Agreement,
"fines" shall include any excise taxes assessed on Indemnitee with respect to an
employee benefit plan, and references to "serving at the request of the Company"
shall  include  any  service as a  director,  officer,  employee or agent of the
Company  which  imposes  duties on, or  involves  services  by,  such  director,
officer,  employee  or agent  with  respect to an  employee  benefit  plan,  its
participants,  or beneficiaries;  and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interests of the participants
and  beneficiaries  of an employee  benefit plan,  Indemnitee shall be deemed to
have acted in a manner "not  opposed to the best  interests  of the  Company" as
referred to in this Agreement.

         2. Agreement to Serve.  Indemnitee  agrees to serve and/or  continue to
serve as an agent of the Company,  at the will of the Company (or under separate
agreement,  if such  agreement  exists),  in the capacity  Indemnitee  currently
serves as an agent of the Company,  faithfully and to the best of his ability so
long as he is duly  appointed or elected and  qualified in  accordance  with the
applicable  provisions of the Bylaws or charter  documents of the Company or any
subsidiary of the Company;  provided,  however,  that Indemnitee may at any time
and for any  reason  resign  from  such  position  (subject  to any  contractual
obligation  that Indemnitee may have assumed apart from this Agreement) and that
the Company or any subsidiary  shall have no obligation  under this Agreement to
continue Indemnitee's employment in any such position.

         3. Maintenance of Liability  Insurance.  Whether or not the Company has
the power to indemnify  Indemnitee  against  expenses or liability,  the Company
hereby, covenants and agrees that, so long as Indemnitee shall continue to serve
as an agent of the Company and thereafter so long as Indemnitee shall be subject
to any possible proceeding by reason of the fact that Indemnitee was an agent of
the Company,  the Company,  subject to Section 3(b) hereof, shall use reasonable
efforts to obtain and maintain in full force and effect directors' and officers'
liability insurance ("D&O Insurance") in reasonable amounts from established and
reputable insurers. In all policies of D&O Insurance,  Indemnitee shall be named
as an  insured  in such a manner as to provide  Indemnitee  the same  rights and
benefits  as are  accorded  to  the  most  favorably  insured  of the  Company's
directors,  if  Indemnitee  is a  director;  or of the  Company's  officers,  if
Indemnitee is not a director of the Company but is an officer of the Company; or
of the Company's key  employees,  if Indemnitee is not an officer or director of
the Company but is a key employee of the Company. Notwithstanding the foregoing,
the Company  shall have no obligation to obtain or maintain D&O Insurance if the
Company  determines  in  good  faith  that  such  insurance  is  not  reasonably
available,  the premium  costs for such  insurance are  disproportionate  to the
amount of coverage provided,  the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or Indemnitee is covered
by similar insurance maintained by a subsidiary of the Company.


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<PAGE>

         4.    Mandatory Indemnification.

                  4.1  Third  Party   Actions.   The  Company  shall   indemnify
Indemnitee  if Indemnitee is a person who was or is a party or who is threatened
to be made a party to any proceeding (other than an action by or in the right of
the Company or of any  subsidiary  of the Company) by reason of the fact that he
is or was an agent of the Company or of any  subsidiary  of the  Company,  or by
reason of anything done or not done by him in any such capacity, against any and
all  expenses  and  against  any  and all  liabilities  of any  type  whatsoever
(including,  but not  limited  to,  judgments,  fines,  ERISA  excise  taxes  or
penalties,  and amounts paid in settlement)  actually and reasonably incurred by
him in connection  with such  proceeding  (including,  without  limitation,  the
investigation,  defense, settlement or appeal of such proceeding) if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests  of the Company or its  subsidiaries,  and,  with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful.  The  termination  of any action,  suit or proceeding by judgment,
order  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere  or its
equivalent,  shall not, of itself, create a presumption that Indemnitee did not:
act in good faith, act in a manner which Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company or its subsidiaries, or have
reasonable cause to believe his conduct was unlawful.

                  4.2 Derivative Actions. The Company shall indemnify Indemnitee
if  Indemnitee is a person who was or is a party or who is threatened to be made
a party to any proceeding by or in the right of the Company or of any subsidiary
of the  Company to procure a judgment in its favor by reason of the fact that he
is or was an agent of the Company or of any  subsidiary  of the  Company,  or by
reason of anything done or not done by him in any such capacity,  to the fullest
extent  permitted  by law,  against any amounts paid in  settlement  of any such
proceeding  and  all  expenses  actually  and  reasonably  incurred  by  him  in
connection   with  such   proceeding   (including,   without   limitation,   the
investigation, defense, settlement, or appeal of such proceeding) if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best   interests   of  the   Company  or  its   subsidiaries;   except  that  no
indemnification under this subsection shall be in respect of any claim, issue or
matter as to which such person shall have been finally  adjudged to be liable to
the Company or its  subsidiaries  by a court of  competent  jurisdiction  due to
willful  misconduct of a culpable  nature in the  performance of his duty to the
Company unless and only to the extent that the Court of Chancery or the court in
which such proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to  indemnity  for such  amounts
which the Court of Chancery or such other court shall deem proper.

                  4.3    Exception    for   Amounts    Covered   by   Insurance.
Notwithstanding  the foregoing,  the Company shall not be obligated to indemnify
Indemnitee for expenses or liabilities of any type  whatsoever  (including,  but
not limited to,  judgments,  fines 



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ERISA excise taxes or penalties, and amounts paid in settlement) which have been
paid directly to Indemnitee by D&O Insurance.

         5.  Partial  Indemnification.  If  Indemnitee  is  entitled  under  any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any expenses or liabilities of any type  whatsoever  (including,  but
not limited to, judgments,  fines, ERISA excise taxes or penalties,  and amounts
paid in settlement) incurred by him in connection with a proceeding  (including,
without  limitation,  the  investigation,  defense,  settlement  or  appeal of a
proceeding) but not entitled,  however,  to indemnification for all of the total
amount thereof,  the Company shall  nevertheless  indemnify  Indemnitee for such
total  amount  except  as to the  portion  thereof  to which  Indemnitee  is not
entitled.

         6. Mandatory  Advancement of Expenses.  To the fullest extent permitted
by law,  the Company  shall  advance all  expenses  incurred  by  Indemnitee  in
connection with a proceeding (including,  without limitation, the investigation,
defense, settlement or appeal of a proceeding) to which Indemnitee is a party or
is threatened to be made a party by reason of the fact that Indemnitee is or was
an agent of the Company or any of its subsidiaries or by reason of anything done
or not done by him in any such capacity.  Indemnitee  hereby undertakes to repay
such amounts  advanced only if, and to the extent that,  it shall  ultimately be
determined  that  Indemnitee  is not entitled to be  indemnified  by the Company
under the provisions of this Agreement,  the Bylaws or charter  documents of the
Company,  the General Corporation Law of Delaware or otherwise.  The advances to
be made hereunder  shall be paid by the Company to Indemnitee in accordance with
Section 7.4 hereof.  Notwithstanding the foregoing provisions of this Section 6,
unless otherwise  determined  pursuant to Section 8, no advance shall be made by
the Company if a determination is reasonably and promptly made by the Board by a
majority  vote of a quorum  consisting  of directors  who are not parties to the
proceeding  (or, if no such quorum  exists,  by  independent  legal counsel in a
written  opinion) that the facts known to the decision  making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such person did not believe to be in the
best interests of the Company and its stockholders.

             7.   Notice and Other Indemnification Procedures.

                  7.1 Notice.  Promptly after receipt by Indemnitee of notice of
the commencement of or the threat of commencement of any proceeding,  Indemnitee
shall, if Indemnitee believes that  indemnification  with respect thereto may be
sought  from the  Company  under  this  Agreement,  notify  the  Company  of the
commencement or threat of commencement thereof.

                  7.2  Insurance.  If, at the time of the receipt of a notice of
the commencement of a proceeding pursuant to Section 7.1 hereof, the Company has
D&O  Insurance  in  effect,   the  Company  shall  give  prompt  notice  of  the
commencement  of  such  proceeding  to  the  insurers  in  accordance  with  the
procedures set forth in the respective  policies.  The Company shall  thereafter
take all necessary or desirable  action to cause 


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<PAGE>

such insurers to pay, on behalf of Indemnitee,  all amounts  payable as a result
of such proceeding in accordance with the terms of such policies.

                  7.3 Procedure.  In the event the Company shall be obligated to
advance the expenses for any  proceeding  against  Indemnitee,  the Company,  if
appropriate,  shall be entitled to assume the defense of such  proceeding.  with
counsel  approved by  Indemnitee,  upon the  delivery to  Indemnitee  of written
notice of its election so to do. After delivery of such notice, approval of such
counsel by  Indemnitee  and the  retention of such  counsel by the Company,  the
Company will not be liable to  Indemnitee  under this  Agreement for any fees of
counsel subsequently incurred by Indemnitee with respect to the same proceeding,
provided that (a)  Indemnitee  shall have the right to employ his counsel in any
such proceeding at Indemnitee's  expense; (b) Indemnitee shall have the right to
employ his counsel in connection with any such proceeding, at the expense of the
Company,  if such counsel  serves in a review,  observer,  advice and counseling
capacity and does not otherwise materially control or participate in the defense
of such  proceeding;  and (c) if (i) the employment of counsel by Indemnitee has
been previously authorized by the Company, (ii) Indemnitee shall have reasonably
concluded  that there may be a conflict  of  interest  between  the  Company and
Indemnitee in the conduct of any such defense or (iii) the Company shall not, in
fact, have employed counsel to assume the defense of such  proceeding,  then the
fees  and  expenses  of  Indemnitee's  counsel  shall be at the  expense  of the
Company.  In addition,  Indemnitee  shall give the Company such  information and
cooperation  as the  Company  may  reasonably  require in  connection  with such
proceeding and as shall be within Indemnitee's power.

                  7.4   Payment   of   Indemnification    and   Advances.    Any
indemnification  and advances  provided for in Sections 4 and 6 shall be made no
later  than  forty-five  (45) days  after  delivery  of the  written  request of
Indemnitee.  If a claim under this  Agreement,  under any statute,  or under any
provision  of  the  Company's   charter   documents  of  Bylaws   providing  for
indemnification,  is not paid in full by the Company within forty-five (45) days
after a written  request for payment  thereof  has first been  delivered  to the
Company,  Indemnitee may, but need not, at any time  thereafter  bring an action
against the Company to recover  the unpaid  amount of the claim and,  subject to
Section 8.5 of this Agreement,  Indemnitee shall also be entitled to be paid for
the expenses (including  attorneys' fees) of bringing such action. It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses  incurred in connection with any action,  suit or proceeding in advance
of its final  disposition)  that Indemnitee has not met the standards of conduct
which make it  permissible  under  applicable  law for the Company to  indemnify
Indemnitee for the amount claimed,  but the burden of proving such defense shall
be on the Company and Indemnitee  shall be entitled to receive interim  payments
of expenses  pursuant to Section 6 unless and until such  defense may be finally
adjudicated  by court  order or judgment  from which no further  right of appeal
exists. It is the parties'  intention that if the Company contests  Indemnitee's
right to indemnification,  the question of Indemnitee's right to indemnification
shall be for the  court to  decide,  and  neither  the  failure  of the  Company
(including,  without  limitation,  the Board,  any  committee or subgroup of the
Board,  independent legal counsel, or the Company's stockholders) to 



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<PAGE>

have made a determination  that  indemnification  of Indemnitee is proper in the
circumstances  because  Indemnitee  has met the  applicable  standard of conduct
required  by  applicable  law,  nor  an  actual  determination  by  the  Company
(including,  without  limitation,  the Board,  any  committee or subgroup of the
Board, independent legal counsel, or the Company's stockholders) that Indemnitee
has not met such applicable standard of conduct, shall create a presumption that
Indemnitee has or has not met the applicable standard of conduct.

         8.       Determination of Right to Indemnification.

                  8.1 Success on the Merits.  To the extent  Indemnitee has been
successful on the merits or otherwise in defense of any  proceeding  referred to
in Section 4.1 or 4.2 of this Agreement or in the defense of any claim, issue or
matter  described  therein,  the  Company  shall  indemnify  Indemnitee  against
expenses and liabilities  actually and reasonably  incurred by him in connection
with such proceeding (including, without limitation, the investigation,  defense
or appeal of such proceeding).

                  8.2  Standard  of  Conduct.  In the event that  Section 8.1 is
inapplicable, the Company nonetheless shall indemnify Indemnitee, to the fullest
extent  permitted by law, unless the Company shall prove by clear and convincing
evidence that Indemnitee has not met the applicable standard of conduct required
to entitle Indemnitee to such indemnification.  Such determination shall be made
(a) by a majority vote of the directors who are not parties to such action, suit
or  proceeding,  even  though  less than a  quorum,  or (b) if there are no such
directors,  or if such directors so direct,  by  independent  legal counsel in a
written  opinion,  or (c) by the  stockholders  of the  Company.  To the  extent
permitted  by law,  Indemnitee  shall be  entitled  to select the forum in which
Indemnitee's entitlement to indemnification will be determined.

                  8.3 Claim. As soon as practicable.  and in no event later than
thirty (30) days after written notice of  Indemnitee's  choice of forum pursuant
to Section  8.2 above,  the Company  shall,  at its own  expense,  submit to the
selected  forum  in such  manner  as  Indemnitee  or  Indemnitee's  counsel  may
reasonably   request,   its  claim   that   Indemnitee   is  not   entitled   to
indemnification;  and the  Company  shall act in the utmost good faith to assure
Indemnitee a complete opportunity to defend against such claim.

                  8.4  Determination.  If the forum listed in Section 8.2 hereof
selected by Indemnitee determines that Indemnitee is entitled to indemnification
with respect to a specific  proceeding,  such  determination  shall be final and
binding on the Company.  If the forum  listed in Section 8.2 hereof  selected by
Indemnitee  determines that Indemnitee is not entitled to  indemnification  with
respect to a specific  proceeding,  Indemnitee  shall have the right to apply to
the Court of Chancery of Delaware,  the court in which that proceeding is or was
pending  or any  other  court of  competent  jurisdiction,  for the  purpose  of
enforcing Indemnitee's right to indemnification pursuant to the Agreement.

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<PAGE>

                  8.5 Expenses of Hearing.  Notwithstanding  any other provision
in this  Agreement  to the  contrary,  the Company  shall  indemnify  Indemnitee
against all expenses  incurred by Indemnitee  in connection  with any hearing or
proceeding  under this Section 8 involving  Indemnitee  and against all expenses
incurred by  Indemnitee  in  connection  with any other  proceeding  between the
Company and Indemnitee involving the interpretation or enforcement of the rights
of Indemnitee  under this  Agreement,  unless a court of competent  jurisdiction
finds that each of the material claims and/or defenses of Indemnitee in any such
proceeding was frivolous or not made in good faith.

         9.   Exceptions.   Any  other   provision   herein   to  the   contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

                  9.1 Claims  Initiated by  Indemnitee.  To indemnify or advance
expenses to  Indemnitee  with  respect to  proceedings  or claims  initiated  or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings  specifically  authorized by the Board or brought to establish or
enforce a right to indemnification  under this Agreement,  the Bylaws or charter
documents of the Company or any subsidiary of the Company, or any statute or law
or  otherwise  as  required  under  Section  145,  but such  indemnification  or
advancement  of expenses may be provided by the Company in specific cases if the
Board finds it to be appropriate; or

                  9.2  Lack of  Good  Faith.  To  indemnify  Indemnitee  for any
expenses  incurred by Indemnitee  with respect to any  proceeding  instituted by
Indemnitee  to enforce or  interpret  this  Agreement,  if a court of  competent
jurisdiction  determines that each of the material assertions made by Indemnitee
in such proceeding was not made in good faith or was frivolous; or

                  9.3   Unauthorized   Settlements.   To  indemnify   Indemnitee
hereunder for any amounts paid in settlement of a proceeding  unless the Company
consents  in advance in writing to such  settlement,  which  approval  shall not
unreasonably be denied; or

                  9.4 Claims by the Company for Willful Misconduct. To indemnify
or advance expenses to Indemnitee under this Agreement for any expenses incurred
by  Indemnitee  with respect to any  proceeding  or claim brought by the Company
against  Indemnitee  for  willful  misconduct,   unless  a  court  of  competent
jurisdiction  determines  that  Indemnitee is fairly and reasonably  entitled to
indemnification or advancement under the circumstances.

                  9.5 Securities Law Actions. To indemnify Indemnitee on account
of any suit in which judgment is rendered  against  Indemnitee for an accounting
of profits made from the purchase or sale by  Indemnitee  of  securities  of the
Company  pursuant  to the  provisions  of Section  16(b) of the  Securities  and
Exchange  Act of 1934  and  amendments  thereto  or  similar  provisions  of any
federal,  state or local  statutory law or in any situation which is contrary to
any undertaking given by the Company to the Securities and Exchange  Commission;
or


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<PAGE>

                  9.6 Willful Misconduct.  To indemnify Indemnitee on account of
Indemnitee's  conduct  which  is  finally  adjudged  by  a  court  of  competent
jurisdiction to have been knowingly fraudulent or deliberately  dishonest, or to
constitute willful misconduct or a knowing violation of the law; or

                  9.7 Improper  Personal  Benefit.  To indemnify  Indemnitee  on
account of  Indemnitee's  conduct  from  which  Indemnitee  derived an  improper
personal benefit; or

                  9.8 Breach of Duty of  Loyalty.  To  indemnify  Indemnitee  on
account of conduct that constituted a breach of Indemnitee's  duty of loyalty to
the Company or its stockholders; or

                  9.9 Unlawful  Indemnification.  To indemnify  Indemnitee  if a
final decision by a court having jurisdiction in the matter shall determine that
such indemnification is not lawful. Both the Company and Indemnitee  acknowledge
that in certain instances,  federal law or public policy may override applicable
state law and  prohibit  the Company  from  indemnifying  its agents  under this
Agreement or otherwise.  In this respect,  the Company and Indemnitee  have been
advised that the Securities and Exchange  Commission has taken the position that
indemnification  for  liabilities  arising under the federal  securities  law is
against public policy, and federal  legislation  prohibits  indemnification  for
certain ERISA  violations.  Indemnitee  understands  and  acknowledges  that the
Company has  undertaken  or may be required in the future to undertake  with the
Securities and Exchange  Commission to submit the question of indemnification to
a court in certain  circumstances  for a determination of the Company's right or
ability under public policy to indemnify Indemnitee.

         10. Non-Exclusivity. The provisions for indemnification and advancement
of expenses  set forth in this  Agreement  shall not be deemed  exclusive of any
other rights which Indemnitee may have under any provision of law, the Company's
Bylaws or charter  documents,  or by the vote of the Company's  stockholders  or
disinterested directors,  other agreements,  or otherwise,  both as to action in
his official  capacity and to action in another  capacity  while  occupying  his
position  as an agent of the  Company  or one or more of its  subsidiaries,  and
Indemnitee's  rights  hereunder  shall  continue as to Indemnitee for any action
taken or not taken while serving in an indemnified capacity after Indemnitee has
ceased acting as an agent of the Company or one or more of its  subsidiaries and
shall  inure to the  benefit  of the  heirs,  executors  and  administrators  of
Indemnitee.

         11.      General Provisions.

                  11.1  Interpretation  of Agreement.  It is understood that the
parties  hereto intend this  Agreement to be  interpreted  and enforced so as to
provide  indemnification  to Indemnitee  to the fullest  extent now or hereafter
permitted by law.



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<PAGE>

                  11.2  Severability.  Nothing in this  Agreement is intended to
require or shall be construed  as requiring  the Company to do or fail to do any
act in violation of applicable law. The Company's  inability,  pursuant to order
of a court of competent jurisdiction or as limited by applicable law, to perform
its  obligations  under this  Agreement  shall not  constitute  a breach of this
Agreement.  If any provision or provisions of this Agreement shall be held to be
invalid,  illegal or unenforceable for any reason whatsoever,  (a) the validity,
legality  and  enforceability  of the  remaining  provisions  of this  Agreement
(including,  without limitation, all portions of any paragraph of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves  invalid,  illegal or unenforceable)  shall not in any way be
affected  or  impaired  thereby,  and (b) to the fullest  extent  possible,  the
provisions of this Agreement (including, without limitation, all portions of any
paragraphs of this  Agreement  containing any such provision held to be invalid,
illegal  or  unenforceable,   that  are  not  themselves  invalid,   illegal  or
unenforceable)  shall be construed so as to give effect to the intent manifested
by the provision held invalid,  illegal or  unenforceable  and to give effect to
Sections 4 and 6 hereof.

               11.3   Amendment,   Modification   and  Waiver.   No  supplement,
modification  or amendment of this Agreement shall be binding unless executed in
writing by both of the parties  hereto.  No waiver of any of the  provisions  of
this  Agreement  shall be  deemed  or shall  constitute  a waiver  of any  other
provision  hereof  (whether or not similar)  nor shall such waiver  constitute a
continuing waiver.

                  11.4   Subrogation.   In  the  event  of  payment  under  this
Agreement,  the Company shall be subrogated to the extent of such payment to all
of the  rights of  recovery  of  Indemnitee,  who shall  execute  all  documents
required and shall do all acts that may be necessary or desirable to secure such
rights  and to enable the  Company  effectively  to bring  suit to enforce  such
rights.

                  11.5  Counterparts.  This  Agreement may be executed in one or
more counterparts, which shall together constitute one agreement.

                  11.6 Successors and Assigns. The terms of this Agreement shall
bind,  and shall  inure to the  benefit  of, the  successors  and assigns of the
parties hereto.

                  11.7  Notices.  All  notices,   requests,  demands  and  other
communications under this Agreement shall be in writing and shall be deemed duly
given (a) if delivered by hand and receipted  for by the party  addressee or (b)
if mailed by certified or  registered  mail with postage  prepaid,  on the third
business day after the mailing date. Addresses for notice to either party are as
shown on the signature page of this Agreement,  or as  subsequently  modified by
written notice.

                  11.8  Governing   Law.  This   Agreement   shall  be  governed
exclusively by and construed according to the laws of the State of Delaware,  as
applied to contracts 


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<PAGE>

between  Delaware  residents  entered into and to be performed  entirely  within
Delaware,  and without  reference to principles of conflicts of law or choice of
law.

                  11.9 Consent to Jurisdiction.  The Company and Indemnitee each
hereby  irrevocably  consent to the jurisdiction of the Court of Chancery of the
State of Delaware for all purposes in  connection  with any action or proceeding
which arises out of or relates to this Agreement.

                  11.10  Scope.  Notwithstanding  any  other  provision  of this
Agreement,  the Company  hereby  agrees to indemnify  Indemnitee  to the fullest
extent  permitted  by law,  notwithstanding  that  such  indemnification  is not
specifically authorized by the other provisions of this Agreement, the Company's
charter  documents or Bylaws, or by statute.  In the event of any change,  after
the date of this  Agreement,  in any  applicable  law,  statute,  or rule  which
expands the right of a Delaware  corporation  to indemnify a member of its board
of directors or an officer,  employee or agent,  such changes shall be deemed to
be within the purview of Indemnitee's rights and the Company's obligations under
this  Agreement.  In the event of any change in any applicable  law,  statute or
rule which narrows the right of a Delaware  corporation to indemnify a member of
its board of directors or an officer,  employee or agent,  such changes,  to the
extent not otherwise required by such law, statute or rule to be applied to this
Agreement,  shall have no effect on this  Agreement or the  parties'  rights and
obligations hereunder.


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<PAGE>

                  11.11  Headings;  Gender.  Headings.  The  Article and Section
headings  used  herein  are for  convenience  only and do not  define,  limit or
construe  the  content of such  sections.  The use of the  masculine  term shall
include the feminine,  as appropriate,  and use of singular or plural term shall
include the plural and the singular,  respectively,  as may be required in order
to give the rights of Indemnitee herein the greatest possible scope.


         The parties hereto have entered into this Agreement effective as of the
date first above written.


                                ALLIANCE SEMICONDUCTOR CORPORATION



                                By: ____________________________________________
                                    N. Damodar Reddy, President

                                Address: 3099 North First Street
                                          San Jose, California 95134-2006


                                INDEMNITEE:




                                ________________________________________________


                                Printed Name:  _________________________________

                                Address:  ______________________________________

                                ________________________________________________

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