CONFIDENTIAL

                           TRADEMARK LICENSE AGREEMENT

                  This Trademark License Agreement (the "Agreement") is made and
entered  into  this 17th day of  October,  1996  (the  "Effective  Date") by and
between  Alliance  Semiconductor   Corporation,   a  Delaware  corporation  with
executive offices at 3099 North First Street,  San Jose,  California  95134-2006
("Alliance") and Alliance Semiconductor  International  Corporation,  a Delaware
corporation  with  executive  offices  at 3099  North  First  Street,  San Jose,
California 95134-2006 ("ASIC").

                  WHEREAS,  Alliance desires to license to ASIC certain valuable
trademarks  and/or  service  marks of Alliance on the terms and  conditions  set
forth below; and

                  WHEREAS, ASIC desires to utilize the trademarks and/or service
marks of Alliance on the terms and conditions set forth below; and

                  WHEREAS,  as of the  Effective  Date,  ASIC is a  wholly-owned
subsidiary of Alliance;

                  NOW,  THEREFORE,  in  consideration of the mutual promises set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged by both parties,  the parties hereby
agree as follows:

1.       DEFINITIONS.

1.1      "Marks" shall mean the trademarks and/or any service marks set forth on
         Exhibit A attached  hereto.  Exhibit A may be amended from time to time
         by the parties in writing.

1.2      "Logo" shall mean the Alliance  Semiconductor Logo set forth in Exhibit
         B.

1.3      "Products"  shall  mean the  integrated  circuits,  software  products,
         and/or  any  services  associated  with the Marks that are set forth in
         Exhibit A attached  hereto.  Exhibit A may be amended from time to time
         by the parties in writing.

2.       GRANT OF LICENSE.

2.1      Alliance  hereby grants to ASIC as a related  company,  and ASIC hereby
         accepts,  subject  to the terms and  conditions  of this  Agreement,  a
         worldwide,    royalty-free,    nonexclusive,    nontransferable,    and
         nonassignable  license,  without right to sublicense,  to use the Marks
         solely in connection with the manufacture, sale and distribution of the
         Products.  ASIC shall use the Marks with the Products as  designated in
         Exhibit A. No damaged or otherwise  defective  Products  bearing 


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         any of the Marks may be sold by ASIC without the prior written approval
         of Alliance.

2.2      Nothing in this Agreement  shall be construed to prevent  Alliance from
         granting  any  other  licenses  with  respect  to the  Marks,  or  from
         utilizing  the Marks in any manner  whatsoever.  Without  limiting  the
         foregoing,  Alliance shall be free to compete with ASIC, or to grant to
         licenses to the Marks to competitors of ASIC.

3.       USE BY ASIC.

3.1      ASIC agrees that all use of the Marks shall be in  accordance  with the
         usage guide set forth in Exhibit B, attached  hereto.  Exhibit B may be
         amended from time to time by the parties in writing. ASIC agrees to not
         modify,  deface,  or otherwise  alter in any manner,  the Marks as they
         appear with the  Products as provided by Alliance to ASIC,  without the
         prior written approval of Alliance.

3.2      ASIC will submit any advertising  copy,  label,  sticker,  packaging or
         other use of the Marks,  prepared by or for it, to Alliance for written
         approval prior to use.

3.3      ASIC  shall not use of any of the Marks in  combination  with any other
         trademarks,  service marks,  names or symbols without the prior written
         approval of Alliance.

4.       OWNERSHIP, VALIDITY.

4.1      ASIC acknowledges the substantial value of the goodwill associated with
         the  Marks,  and  agrees  not to  challenge,  during  the  term of this
         Agreement  or any  time  thereafter,  the  validity,  registration,  or
         ownership  of the  Marks,  or any of  Alliance's  rights  in and to the
         Marks.  ASIC agrees that it is a "related  company" of Alliance for the
         purposes of Section 5 of the Lanham Act.

5.       PROTECTION OF MARKS

5.1      ASIC agrees to assist  Alliance  in the  protection  of the Marks,  and
         Alliance may, at its sole  discretion,  commence  and/or  prosecute any
         claim related to the Marks,  in its own name or in the name of ASIC, or
         join ASIC as a party  thereto.  ASIC  agrees to notify  Alliance of the
         infringement  or  threatened  or potential  infringement  of any of the
         Marks which may come to ASIC's attention.  Alliance shall have the sole
         right to  determine  whether  or not any  action  shall be taken in the
         event of such  infringement  or threatened  or potential  infringement.
         ASIC  agrees  to  not  institute  any  action  in  the  event  of  such
         infringement or threatened or potential  infringement without the prior
         written consent of Alliance.


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6.       REMEDIES.

6.1      ASIC agrees that the improper use of the marks, or failure to cease use
         of the Marks upon termination of this Agreement, (i) will substantially
         diminish the good will  associated  with the Marks that are the subject
         of this  Agreement;  (ii)  render  Alliance's  remedy  at law for  such
         unauthorized use inadequate;  and (iii) cause  irreparable  injury in a
         short  period of time.  Accordingly,  ASIC  agrees that in the event of
         such a breach of the  Agreement,  Alliance,  in  addition  to any other
         remedies  available  to it,  shall be  entitled  to  equitable  relief,
         including,  but not limited to,  preliminary  and permanent  injunctive
         relief, without a prior showing of inadequacy of remedy at law.

7.       TERM AND TERMINATION.

7.1      Term.  This Agreement  shall be effective as of the Effective Date, and
         shall remain in full force for one (1) year. On each anniversary of the
         Effective  Date, this Agreement  shall  automatically  be renewed for a
         further period of one (1) year,  unless  terminated by a party pursuant
         to this Article 7.

7.2      Termination on Six Months' Notice.  This Agreement may be terminated by
         either party on three (3) month's written notice to the other party.

7.3      Termination for Insolvency. Either party may immediately terminate this
         Agreement  upon  written  notice to the other party (the "Other  Party)
         upon the occurrence of any of the following  events  (collectively,  an
         "Insolvency"):

         (a)      the Other Party files a voluntary  petition in  bankruptcy  or
                  otherwise seeks protection under any law for the protection of
                  debtors;

         (b)      a court  having  jurisdiction  in the  premises  shall enter a
                  decree or order for relief in respect of the Other Party in an
                  involuntary  case  under  Title 11 of the United  States  Code
                  entitled "Bankruptcy" or any applicable bankruptcy, insolvency
                  or other similar law now or hereafter in effect,  which is not
                  dismissed within sixty (60) days;

         (c)      the  Other  Party  makes  an  assignment  for the  benefit  of
                  creditors;

         (d)      a petition  should is filed  against the Other Party under any
                  other law for the relief of debtors, or other law similar, the
                  effect  of  which  is to cause  such  Other  Party to have its
                  business effectively discontinued;

         (e)      the other  party  admits in writing its  inability  to pay its
                  debts as they become due;

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         (f)      the other party ceases or suspends business; or

         (g)      the continued performance of this Agreement by the other party
                  would result in a violation of the United States export law or
                  regulations in force at the relevant time.

         The occurrence of an Insolvency also shall be deemed a material default
         under this Agreement by the party subject to such Insolvency.

7.4      Termination on Occurrence of Prohibited  Transaction.  Either party may
         immediately  terminate  this Agreement upon written notice to the other
         (without  prior  advance  notice)  upon  the  occurrence  of any of the
         following events (collectively, a "Prohibited Transaction"):

         (a)      a transfer  of a majority  interest in the equity or assets of
                  any other party to a competitor of the terminating party; or

         (b)      an  assignment  by the other party of any of its rights and/or
                  obligations under this Agreement in violation of Section 12.2.

         The  occurrence  of a  Prohibited  Transaction  also  shall be deemed a
         material  default  under this  Agreement  by the party  committing  the
         Prohibited Transaction.

7.5      Termination  for  Material  Breach.  Either  party may  terminate  this
         Agreement if the other party (the  "Defaulting  Party") defaults in the
         performance  of any material  obligation  hereunder,  by given  written
         notice to the Defaulting  Party  describing  such default (the "Default
         Notice").  The termination shall become effective  forty-five (45) days
         after giving the Default Notice unless

         (a)      the default  described  in the  Default  Notice has been cured
                  within the forty-five (45) day period;

         (b)      the  default   described  in  the  Default  Notice  reasonably
                  requires  more  than  forty-five  (45)  days to  correct  (any
                  failure to pay moneys are excluded from this  provision),  and
                  the Defaulting  Party has used its best efforts to correct the
                  default within the forty-five (45) day period;  in such event,
                  termination  of this Agreement  shall not be effective  unless
                  sixty (60) days have expired from the date the Default  Notice
                  was given without  corrective  action being  completed and the
                  default remedied.

         The  Default  Notice  shall   describe  the  default  with   reasonable
         particularity,  and the party giving the Default  Notice shall promptly
         provide the  Defaulting  Party with such  information as the Defaulting
         Party  reasonably  may  request  in order to remedy  the  default.  The
         Defaulting   Party  shall  pay  the  other  for  any  reasonable  costs



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                                  CONFIDENTIAL

         associated with providing  information to the Defaulting Party pursuant
         to the preceding sentence.

7.6      Other  Remedies.  The  remedies  stated  in this  Article  7 (Term  and
         Termination)  shall  be in  addition  to and not in  lieu of any  other
         remedies, including damages, to which a party may be entitled.

7.7      Surviving Terms. The following  Articles and Sections shall survive the
         termination  or expiration of this  Agreement:  Articles 1, 4, 6, 8-12,
         and  Sections  2.2 and 7.7.  Moreover,  termination  shall not  relieve
         either party of obligations incurred prior to the termination.

8.       LIMITATION OF LIABILITY.

8.1      NOTWITHSTANDING  ANYTHING  IN  THIS  AGREEMENT  TO  THE  CONTRARY,  AND
         REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE,  IN NO
         EVENT SHALL  EITHER  PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
         PERSON,  CORPORATION OR OTHER ENTITY FOR ANY LOST PROFITS, LOSS OF USE,
         COST OF  OBTAINING  SUBSTITUTE  GOODS OR SERVICES,  OR ANY  INCIDENTAL,
         CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES ARISING
         UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT,  EVEN IF THAT PARTY HAS
         BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

8.2      The provisions of this Article 8 (Limitation of Liability) allocate the
         risks  between  the  parties  under this  Agreement,  and the  parties'
         agreement  as to price and other  terms of this  Agreement  reflect the
         allocation of risk and limitation of liability set forth above.

9.       CONFIDENTIAL INFORMATION.

9.1      The term "Confidential Information" shall mean any and all information,
         technical  data or  know-how  related to any  aspect of either  party's
         business or technology including,  without limitation,  data, know-how,
         formulae, processes, designs,  photographs,  drawings,  specifications,
         software  programs  and  samples  and any  other  material  bearing  or
         incorporating any such information which is disclosed by one party (the
         "Disclosing  Party")  to  the  other  (the  "Receiving  Party"),  which
         information,  data  or  know-how  is  marked  or  stipulated  as  being
         "Proprietary",  "Confidential," "Strictly Private" or otherwise,  using
         words of  similar  significance.  Such  disclosure  may be made  either
         directly or  indirectly,  in writing,  orally or by drawings,  plans or
         inspection of products, materials, parts or equipment. In the event the
         Disclosing Party of such Confidential  Information orally discloses the
         information  to the Receiving  Party,  the  Disclosing  Party 



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                                  CONFIDENTIAL

         agrees to promptly notify the Receiving Party of the confidentiality of
         such  oral   disclosure   and  reduce  to  writing  such   Confidential
         Information  and submit the same to the  Receiving  Party  within sixty
         (60) days of such oral  disclosure,  failing which the Receiving  Party
         shall  not  be  bound  by the  confidentiality  obligations  as  herein
         provided as regards the said information disclosed orally.

9.2      The  terms  "Disclosing   Party"  and  "Receiving  Party"  include  the
         respective  party  and any  person  or  entity  that has the  following
         relationship  to the party at any time after the Effective  Date hereof
         (collectively,  an "Agent"):  affiliate, parent, subsidiary,  director,
         officer,  employee, agent or representative.  The Receiving Party shall
         be liable in  accordance  with this  Agreement for any breaches of this
         Article  9committed by a person or entity which, at the time of breach,
         was not an  Agent  of the  Receiving  Party,  but  which  obtained  the
         Confidential Information during the time that such person or entity was
         an Agent of the Receiving Party.

9.3      Obligations  of  the  Receiving  Party  with  Respect  to  Confidential
         Information.  For  a  period  of  two  (2)  years  from  disclosure  of
         Confidential Information:

         (a)      The   Receiving   Party  shall  treat  as   confidential   all
                  Confidential  Information of the Disclosing  Party,  shall not
                  use such Confidential  Information except as set forth herein.
                  Without limiting the foregoing,  the Receiving Party shall use
                  at least the same  degree of care which it uses to prevent the
                  disclosure  of  its  own  confidential   information  of  like
                  importance   to  prevent  the   disclosure   of   Confidential
                  Information disclosed to it by the Disclosing Party under this
                  Agreement. Each party shall promptly notify the other party of
                  any actual or suspected  misuse or unauthorized  disclosure of
                  the other party's Confidential Information.

         (b)      The Receiving Party shall not use the Confidential Information
                  for any purpose  except as expressly  authorized in writing by
                  the  Disclosing  Party or to carry  out  this  Agreement.  The
                  Receiving  Party  agrees  that in no  event  shall  it use the
                  Confidential  Information in violation of any applicable  law,
                  including  without  limitation United States state and federal
                  securities laws.

         (c)      The   Receiving   Party   shall  not   disclose   Confidential
                  Information  to its own Agents,  except  those  having a valid
                  need to know in order  for the  Receiving  Party to carry  out
                  this Agreement,  and only if such Agent has a signed agreement
                  with the Receiving Party restricting the use and disclosure by
                  the Agent of the Confidential Information,  which restrictions
                  must be at least as stringent as those set forth herein.

          (d)     The  Receiving  Party  shall not  disclose  such  Confidential
                  Information to any third party, except as expressly authorized
                  in writing  by the  Disclosing  


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                                  CONFIDENTIAL

                  Party,  and only if such  third  party has a signed  agreement
                  signed agreement with the Receiving Party  restricting the use
                  and disclosure by the third of the  Confidential  Information,
                  which  restrictions must be at least as stringent as those set
                  forth herein.

9.4      Exceptions.   Notwithstanding  the  above,  neither  party  shall  have
         liability to the other with regard to any  Confidential  Information of
         the other which the Receiving Party can demonstrate:

         (a)      was in the public  domain at the time it was  disclosed or has
                  entered the public  domain  through no fault of the  Receiving
                  Party;

         (b)      was known to the  Receiving  Party and at its free disposal at
                  the  time of  disclosure,  as  demonstrated  by  documents  in
                  existence at the time of disclosure;

         (c)      is disclosed with the prior written approval of the Disclosing
                  Party;

         (d)      was independently developed by the Receiving Party without any
                  use  of  the  Confidential  Information,  as  demonstrated  by
                  documents created at the time of such independent development;

         (e)      became known to the Receiving Party, without restriction, from
                  a source other than the  Disclosing  Party  without  breach of
                  this  Agreement by the  Receiving  Party and  otherwise not in
                  violation of the Disclosing Party's rights;

         (f)      is  disclosed  generally  to third  parties by the  Disclosing
                  Party without  restrictions similar to those contained in this
                  Agreement; or

         (g)      is disclosed  pursuant to operation of law or by order or of a
                  court,  administrative  agency  or  other  governmental  body;
                  provided,  however,  that the  Receiving  Party shall  provide
                  prompt written notice to the Disclosing  Party  describing the
                  intended  disclosure and the reasons  therefor,  to enable the
                  Disclosing  Party  to  take  such  actions  (included  but not
                  limited  to  requesting  a  protective  order) to  prevent  or
                  restrict such disclosure.

9.5      Return of Confidential Information. In the event of termination of this
         Agreement, the Receiving Party shall return to the Disclosing Party all
         Confidential Information, including all copies, recordings and tangible
         manifestations thereof, and the Receiving Party shall immediately cease
         any further use of the Confidential Information.

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                                  CONFIDENTIAL

9.6      Remedy for Breach of Article 9. Each party  recognizes that the damages
         which would be incurred by a violation of any of the provisions of this
         Article  9 may  be of  such  a  nature  as  not  to be  susceptible  to
         calculation,  and that monetary  damages may therefore be an inadequate
         remedy.  Each  party  agrees  that if it  breaches  this  Article 9, or
         threatens  to do so, the  Disclosing  Party,  in  addition to all other
         remedies  to which the  Disclosing  Party might be  entitled,  shall be
         entitled to injunctions (or extensions of injunctions)  without showing
         or proving any actual damage to the Disclosing  Party or the inadequacy
         of a remedy at law.

10.      BOOKS AND RECORDS.

10.1     ASIC agrees to keep  accurate  books of account and records  related to
         all  transactions  related  to the  license  granted  pursuant  to this
         Agreement.  ASIC  agrees to  permit  Alliance  and its duly  authorized
         agents to examine,  at all  reasonable  hours of the day, such books of
         account and  records,  and all other  documents  and  materials  in the
         possession  or under the control of ASIC related to the subject  matter
         of this Agreement.  ASIC shall keep all such books of account,  records
         and all other  documents  and materials for at least six (6) years from
         the date of creation thereof.

11.      NO ACTIVITY BY ASIC FOR COMPETITORS OF ALLIANCE.

11.1     ASIC shall not, without the advance written consent of Alliance, engage
         in any activity on behalf of a competitor  of Alliance,  including  but
         not limited to the sale or promotion  of  integrated  circuit  products
         other than the Products.

12.      GENERAL PROVISIONS.

12.1     Force  Majeure.  In the event that any party  hereto  shall be rendered
         wholly  or  partly  unable  to carry  out its  obligations  under  this
         Agreement by reasons of causes beyond its reasonable control, including
         but not limited to fire, flood, explosion, action of the elements, acts
         of God, accidents, epidemics, inability to obtain equipment or material
         or  insurrection,  riots or other civil  commotion,  war, enemy action,
         acts,  demands or  requirements  of the government in any state,  or by
         other cause which it could not  reasonably  be expected to avoid,  then
         the performance of the obligations of each party or the parties as they
         are affected by such causes shall be excused during the  continuance of
         any inability so caused but such inability  shall as far as possible be
         remedied with all reasonable dispatch.

12.2     Assignment. No party to this Agreement may assign this Agreement or any
         rights under this Agreement  without the express written  permission of
         the other  parties,  and any  attempt  to do so shall be null and void.
         Subject to the  foregoing,  this  Agreement  shall be binding  upon and
         shall inure to the benefit of the respective  permitted  successors and
         assigns of the parties. Nothing in this Agreement,  express or implied,
         is intended  to confer upon any party other than the parties  



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         hereto or their respective permitted successors and assigns any rights,
         remedies,  obligations,  or  liabilities  under  or by  reason  of this
         Agreement, except as expressly provided in this Agreement.

12.3     Language.  This  Agreement  shall be executed  in the English  language
         which  shall be the  original  and  shall  control  in the event of any
         difference   between  the  English  text  of  this  Agreement  and  any
         translation hereof which may be made.

12.4     Publicity.  The parties agree that the  existence of details  connected
         with this  Agreement  shall not be  published or disclosed to any third
         party, except as required at law, securities  disclosure  regulation or
         by auditors, without each other party's written permission.

12.5     Arbitration.  All disputes,  controversies,  or  differences  which may
         arise  between the parties,  out of or in relation to or in  connection
         with  this  Agreement  or  the  breach  thereof  or  with  any  of  the
         transactions contemplated hereunder (each an "Arbitrable Claim"), which
         cannot be resolved  between the parties shall be settled by arbitration
         in accordance  with the  Commercial  Arbitration  Rules of the American
         Arbitration  Association  ("CAR"),  by a panel  of  three  (3)  neutral
         arbitrators appointed pursuant to the CAR. The arbitrators shall decide
         whether a dispute,  controversy  or difference is an Arbitrable  Claim.
         Each such arbitrator shall have technical and legal expertise pertinent
         to the issues in dispute. No arbitrator shall be paid for more than ten
         (10) days of service on this matter at the agreed-upon  daily rate, and
         the final  arbitration  award must be rendered  not less than  fourteen
         (14) days following the completion of the arbitration proceeding.  Such
         arbitration  shall be  conducted  in the English  language and shall be
         held in San Jose,  California,  unless the parties  agree in writing to
         another location.  The award shall be final, binding and nonappealable.
         The judgment upon the award rendered by the  arbitrators may be entered
         by any court having jurisdiction  thereof, and shall be governed in the
         United  States  by  the  United  States   Arbitration   Act,  9  U.S.C.
         ss.ss.1-16.  This Section 12.5 (Arbitration) does not apply to breaches
         or threatened  breaches of any  obligation  of Article 9  (Confidential
         Information);  each party may seek  relief  from the courts  (including
         injunctive  and other  equitable  relief) in  connection  with any such
         breach or threatened breach.

12.6     Governing Law; Jurisdiction. This Agreement is made under, and shall be
         governed by and  construed  under the laws of the State of  California,
         without  giving  effect to its laws,  rules and  principles  concerning
         choice of law or  conflicts of law, and  excluding  the United  Nations
         Convention  on  Contracts  for the  International  Sale of  Goods.  The
         federal and state courts of the State of  California  for the County of
         Santa Clara shall have exclusive jurisdiction to adjudicate any dispute
         arising out of or in relation to or in connection  with this  Agreement
         or the  breach  thereof  or with any of the  transactions  contemplated
         hereunder;  provided  that this  paragraph  does not alter the parties'
         agreement  to   arbitrate   disputes  as  set  forth  



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         in Section 12.5  (Arbitration)  herein.  The parties  hereby  expressly
         consent to (i) the personal  jurisdiction  of the courts of  California
         and (ii) service of process being  effected upon them in the manner set
         forth in Section 12.11 (Notices) below.

12.7     Joint Venture. Performance by the parties under this Agreement shall be
         as independent contractors.  Nothing contained herein or done under the
         terms of this Agreement  shall  constitute the parties  entering into a
         joint venture or partnership,  or shall  constitute any party the agent
         of any other party for any purpose.

12.8     Compliance with Laws and Regulations. The parties shall comply with all
         applicable  governmental laws,  ordinances and regulations.  Each party
         will be solely  responsible  for its own  individual  violations of any
         such laws, ordinances, and regulations. Without limiting the foregoing,

         (a)      in conformity with the United States Foreign Corrupt Practices
                  Act,  ASIC and its  employees and agents shall not directly or
                  indirectly make or authorize a payment, or offer or promise to
                  pay,  or give or offer or promise to give,  or  authorize  the
                  giving of anything of value for the purpose of  influencing an
                  act or decision of an official of any  government  outside the
                  United  States or the United  States  Government  (including a
                  decision  not to act) or  inducing  such a  person  to use his
                  influence to affect any such  governmental  act or decision in
                  order to assist Alliance in obtaining,  retaining or directing
                  any such business; and

         (b)      Alliance shall not violate any laws  regulating or restricting
                  the sale, re-export,  delivery, or transfer of goods, services
                  and/or  technology,  directly  or  indirectly,  to any  entity
                  engaged in the design, development, production, stockpiling or
                  use of chemical, biological or nuclear weapons or missiles, or
                  otherwise in violation of applicable  United States export law
                  or regulation.

12.9     Amendments  and  Written  Consents.  No part of this  Agreement  may be
         amended,  altered or otherwise  changed unless in writing duly executed
         by each of the parties hereto; in the case of Alliance, no such writing
         shall be effective  unless  executed by the President of Alliance.  Any
         written consent required of Alliance must be signed by the President of
         Alliance to be effective.

12.10    Entire  Agreement.  This  Agreement,  together with any exhibits hereto
         (which  exhibits are an integral part hereof),  constitutes  the entire
         agreement  between  the  parties  with  respect to the  subject  matter
         hereof,   and   supersedes   all  prior   agreements,   understandings,
         negotiations,  representations  and  proposals,  written or oral,  with
         respect to such subject matter.

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12.11    Notices. Any notice or communication  required or permitted to be given
         under this Agreement shall be given in writing in the English language,
         and deemed delivered if sent by: (i) personal  delivery,  with proof of
         delivery; (ii) expedited delivery service (e.g.; Federal Express, DHL),
         with proof of delivery; (iii) registered or certified U.S. mail, return
         receipt requested;  or (iv) facsimile or telex  transmission,  provided
         each  transmission  is  confirmed.  Each  such  notice  shall be deemed
         delivered  if  addressed  as  provided  below  (or  to  such  different
         addresses  or to  the  attention  of  such  other  persons  as  may  be
         designated  from time to time by such  party by  written  notice to the
         other  parties in  accordance  with this  Section).  Any such notice or
         communication  shall be deemed to have been delivered:  (a) immediately
         if personally served; (b) three (3) days after deposit, delivery charge
         pre-paid,  with an expedited  delivery  service;  (c) upon receipt of a
         transmission  confirmation if sent by facsimile or telex; or (d) in the
         case of U.S. mail, five (5) days after deposit,  postage  pre-paid,  in
         the mails of the U.S.

         If to Alliance:                        If to ASIC:

         Alliance Semiconductor Corporation     Alliance Semiconductor 
         3099 North First Street                 International Corporation
         San Jose, California  95134-2006       3099 North First Street
         U.S.A.                                 San Jose, California  95134-2006
         Attn: N.D. Reddy                       U.S.A.
         fax:  (408) 383-4999                   Attn: N.D. Reddy
         tel:   (408) 383-4900                  fax:  (408) 383-4999
                                                tel:   (408) 383-4900

12.12    Severability.  If any  provision  of this  Agreement  is held  invalid,
         illegal or unenforceable in any respect (an "Impaired Provision"),  (a)
         such Impaired  Provision  shall be  interpreted  in such a manner as to
         preserve,  to the maximum extent  possible,  the intent of the parties,
         (b)  the  validity,   legality  and  enforceability  of  the  remaining
         provisions  shall not in any way be affected or impaired  thereby,  and
         (c)  such  decision   shall  not  affect  the  validity,   legality  or
         enforceability  of such Impaired  Provision under other  circumstances.
         The parties agree to negotiate in good faith and agree upon a provision
         to substitute for the Impaired  Provision in the circumstances in which
         the Impaired Provision is invalid, illegal or unenforceable.

12.13    Attorney's Fees. In the event of any arbitration or litigation  between
         the parties arising under this Agreement,  the substantially prevailing
         party (the  "Prevailing  Party")  will be entitled to receive  from the
         other  party the  Prevailing  Party's  reasonable  attorneys'  fees and
         costs,  including,  without limitation,  the cost at the hourly charges
         routinely  charged  therefor by the  persons  providing  the  services,
         reasonable fees and/or  allocated costs of staff counsel,  and fees and
         expenses  of  experts  retained  by  counsel  in  connection  with such
         arbitration  or  litigation  and 



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         with any and all  appeals or  petitions  therefrom,  in addition to any
         other relief to which the Prevailing Party may be entitled.

12.14    Waiver/Exercise  of Rights. The failure of any party hereto to enforce,
         or the delay by any party in  enforcing,  any of its rights  under this
         Agreement  shall not be deemed a waiver or a continuing  waiver of such
         rights or a modification of this Agreement,  and such party may, within
         the  time  provided  by  applicable  law,  commence  appropriate  legal
         proceedings  to  enforce  any  or  all  such  rights.  No  waiver  of a
         particular breach or default of this Agreement shall be deemed a waiver
         of any other  breach or  default  of this  Agreement.  All  rights  and
         remedies,  whether conferred by this Agreement, by any other instrument
         or by law,  shall be  cumulative,  and may be exercised  singularly  or
         concurrently.

12.15    Counterparts.  This Agreement may be executed in counterparts, and when
         each party has signed and delivered at least one such counterpart, each
         counterpart shall be deemed an original,  and, when taken together with
         other signed counterparts,  shall constitute one Agreement, which shall
         be binding upon and effective as to all parties.

12.16    Headings.  The  Article  and  Section  headings  used  herein  are  for
         convenience  only and do not define,  limit or construe  the content of
         such sections.

12.17    Freedom  and  Authority  to Enter Into  Agreement.  Each  party  hereby
         expressly  represents  and warrants  that it is free to enter into this
         Agreement and that such party has not made and will not hereafter  make
         any agreement or commitment in conflict with the provisions  hereof, or
         which  interferes  or  might  interfere  with  the  full  and  complete
         performance of such party's obligations  hereunder.  Each party further
         represents  and  warrants  that this  Agreement,  the  instruments  and
         documents  contemplated  hereby,  the  performance  of  the  respective
         obligations  of  the  parties  hereto,  and  the  consummation  of  the
         transactions  provided herein have been duly authorized and approved by
         all necessary action,  and all necessary  consents or permits have been
         obtained,   and  neither  the  execution  of  this  Agreement  nor  the
         performance  of the  parties'  respective  obligations  hereunder  will
         violate any term or  provision  of any valid  contract or  agreement to
         which such party is subject or by which such party is bound. No further
         actions  or  consents  are  necessary  to make this  Agreement  a valid
         binding contract,


                                       12
<PAGE>
                                  CONFIDENTIAL

         enforceable against the respective parties in accordance with the terms
         hereof.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be signed by duly authorized  officers or representatives as of the
date first above written.


ALLIANCE SEMICONDUCTOR                      ALLIANCE SEMICONDUCTOR
CORPORATION                                 INTERNATIONAL CORPORATION

By:      /s/ N. D. Reddy                    By:      /s/ N. D. Reddy
         ________________________                    _________________________
         N. D. Reddy, President                      N. D. Reddy, President





                                       13
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                                    EXHIBIT A


                             TRADEMARKS AND PRODUCTS

--------------------------------------------------------------------------------
PRODUCTS                                      ASSOCIATED MARKS
--------------------------------------------------------------------------------
Alliance Semiconductor SRAMs                  Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor DRAMs                  Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Flash EPROMs           Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Graphics               Alliance Logo*; ProMotion*;  
Accelerators                                  No-cost motion video; BetterHalf;
                                              vWindow; DitherFill   
--------------------------------------------------------------------------------

*Indicates a U.S. Federally Registered Trademark requiring an accompanying (R)


                                       14
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                                    EXHIBIT B


                              TRADEMARK USAGE GUIDE

1.   U.S. Federally Registered Marks

     a.    Alliance Semiconductor Logo

           [GRAPHIC OMITTED](R)

     b.    Word Trademark PROMOTION

           ProMotion(R)

               or

           PROMOTION(R)

2.   Other Marks

     a.    No-Cost Motion Video(TM)

     b.    BetterHalf (TM)

     c.    DitherFill(TM)

     d.    vWindow(TM)


                                       15
<PAGE>
                                  CONFIDENTIAL

                                AMENDED EXHIBIT A
--------------------------------------------------------------------------------
PRODUCTS                                      ASSOCIATED MARKS
--------------------------------------------------------------------------------
Alliance Semiconductor SRAMs                  Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor DRAMs                  Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Flash EPROMs           Alliance Logo*
--------------------------------------------------------------------------------
Alliance Semiconductor Graphics               Alliance Logo*; ProMotion*;       
Accelerators                                  ProMotion Logo; No-cost motion    
                                              video; BetterHalf;                
                                              vWindow; DitherFill;              
                                              ProMotion-AT3D; ProMotion-AT24;   
                                              ProMotion-3210; ProMotion-6410;   
                                              ProMotion-6422; ProMotion         
                                              Director's Chair; ProMotion       
                                              Director's Tools; PUMA; PISA      
--------------------------------------------------------------------------------


*Indicates a U.S. Federally Registered Trademark requiring an accompanying (R)














This Amended  Exhibit A to the Trademark  License  Agreement dated as of October
17, 1996 between Alliance  Semiconductor  Corporation and Alliance Semiconductor
International  Corporation,  a Delaware  corporation,  is executed as of May 31,
1997.

ALLIANCE SEMICONDUCTOR                      ALLIANCE SEMICONDUCTOR
CORPORATION                                 INTERNATIONAL CORPORATION

By:      /s/ N. D. Reddy                    By:      /s/ N. D. Reddy
         ____________________________                ___________________________
         N. D. Reddy, President                      N. D. Reddy, President



                                       16
<PAGE>
                                  CONFIDENTIAL

                                AMENDED EXHIBIT B


                              TRADEMARK USAGE GUIDE

A.   U.S. Federally Registered Marks

     1.    Alliance Semiconductor Logo

           [GRAPHIC OMITTED](R)

     2.    Word Trademark PROMOTION

           ProMotion(R)

               or

           PROMOTION(R)

B.   Other Marks

     1.    No-Cost Motion Video(TM)

     2.    BetterHalf (TM)

     3.    DitherFill(TM)

     4.    vWindow(TM)

     5.    ProMotion Logo:

     6.    ProMotion-AT3D

     7.    ProMotion-AT24

     8.    ProMotion-3210

     9.    ProMotion-6410

     10.   ProMotion-6422

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                                  CONFIDENTIAL

     11.   ProMotion Director's Chair

     12.   ProMotion Director's Tools

     13.   PUMA

     14.   PISA



This Amended  Exhibit B to the Trademark  License  Agreement dated as of October
17, 1996 between Alliance  Semiconductor  Corporation and Alliance Semiconductor
International  Corporation,  a Delaware  corporation,  is executed as of May 31,
1997.

ALLIANCE SEMICONDUCTOR                      ALLIANCE SEMICONDUCTOR
CORPORATION                                 INTERNATIONAL CORPORATION

By:      /s/ N. D. Reddy                    By:     /s/ N. D. Reddy
         ____________________________               ____________________________
         N. D. Reddy, President                     N. D. Reddy, President


                                       18