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

       SECOND AMENDMENT TO RESTATED DRAM LICENSE AND COOPERATION AGREEMENT

         This  Second   Amendment  to  Restated  DRAM  License  and  Cooperation
Agreement  ("Second  Amendment")  is entered  into as of July 10,  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  and  UMC  are  parties  to  the  Restated  DRAM  License  and
Cooperation Agreement dated as of February 28, 1996, as amended by the Amendment
to Restated DRAM License and Cooperation Agreement (entered into as of March 26,
1996) (collectively "Restated DRAM Agreement"), and

WHEREAS Alliance and UMC [*], and

WHEREAS  Alliance and UMC agree to again amend their  Restated DRAM Agreement to
state the terms and  conditions  upon which [*]  pursuant to the  Restated  DRAM
Agreement;

ACCORDINGLY, the Restated DRAM Agreement is amended as follows:


Paragraph 2.1(b) is amended to read in its entirety as follows:

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

         (i)      the [*];

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

provided however that [*]; and

         (iii)    [*]:

<TABLE>
<CAPTION>


--------------------------------- -------------------------------- --------------------------------- -------------------------------
              [*]                             [*]                              [*]                               [*]
--------------------------------- -------------------------------- --------------------------------- -------------------------------
              <S>                             <C>                             <C>                                <C>    
              [*]                             [*]                              [*]                               [*]
--------------------------------- -------------------------------- --------------------------------- -------------------------------
</TABLE>

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

Notwithstanding  anything to the contrary,  for purposes of this Agreement,  [*]
provided however that [*]; and provided further that in the event that [*].

Notwithstanding  anything  to the  contrary,  UMC  shall [*] as  required  under
paragraph 3.2(b) of the Restated DRAM Agreement (as amended).

         (iv)     Notwithstanding  anything to the  contrary,  to the extent [*]
For  purposes  of this  paragraph  2.1(b)(iv),  [*] as  referred  to in  subpart
(b)(iv)(aa) of this paragraph 2.1.


Paragraph 2.6(d) is amended to read in its entirety as follows:

         "(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."


Paragraph 3.2(b) is amended to read in its entirety as follows:

         (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  will  [*]  throughout  the  term  of this
Agreement,  and, for the term of this  Agreement,  they will not [*] unless they
have [*] 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 shall [*]



Paragraph 3.9 is amended to read in its entirety as follows:

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



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



ALLIANCE                                                UNITED MICROELECTRONICS 
CORP.


/s/ N. D. Reddy                                         /s/ Ingdar Liu
------------------------                                ------------------------
Authorized Signature                                    Authorized Signature