Loan No.:______________

                                PROMISSORY NOTE

$3,840,000.00                                                     March 28, 1997

         FOR VALUE  RECEIVED,  Alliance  Semiconductor  Corporation,  a Delaware
corporation  ("Maker"),   promises  to  pay  to  the  order  of  Matrix  Funding
Corporation,  a Utah  corporation  (together  with  any  holder  of  this  Note,
"Payee"),  at its office located at 6925 Union Park Center,  Suite 250, Midvale,
UT 84047 or at such other  place as Payee may from time to time  designate,  the
principal sum of Three Million Eight Hundred Forty  Thousand and 00/100  Dollars
$3,840,000.00,  together with  interest  thereon at a fixed rate equal to eleven
and 26/100 percent  (11.26%) per annum.  Principal and interest shall be payable
in thirty-six (36) consecutive  monthly  installments  commencing April 1, 1997,
and continuing on the same day of each  consecutive  calendar  month  thereafter
until  this  Note is fully  paid,  the  first  eighteen  of which  such  monthly
installments  of  principal  and  interest  shall be each in the  amount  of one
hundred  sixty  one  thousand  one  hundred  ninety  seven  and  50/100  Dollars
($161,197.50);  and the next  eighteen  of which such  monthly  installments  of
additional  principal  and  interest  shall be each in the  amount of eighty two
thousand three hundred four dollars and 01/100 ($82,304.01)  provided,  however,
that in any and all events the final  installment  payment hereunder shall be in
the amount of the entire then outstanding principal balance hereunder,  plus all
accrued and unpaid interest,  charges and other amounts owing hereunder or under
the Security  Agreement  (defined below). All payments shall be applied first to
interest and then to principal. Interest shall be computed on the basis of a 365
day year comprised of 30-day  months.  Maker shall make an interest only initial
payment on April 1, 1997 of accrued  interest  from the loan  disbursement  date
through March 31,1997.  Maker's  deposit with Payee in the amount of twenty five
thousand and 00/100  ($25,000.00)  shall be applied to Maker's  initial  payment
obligation hereunder.

         Notwithstanding  the foregoing,  if at any time  implementation  of any
provision  hereof shall cause the interest  contracted  for or charged herein or
collectable  hereunder to exceed the applicable  lawful  maximum rate,  then the
interest shall be limited to such applicable lawful maximum.

         This  Note is  secured  by the  collateral  described  in the  Security
Agreement  dated  March  28,  1997,  between  Maker  and  Payee  (the  "Security
Agreement;" and together with all related  documents and instruments,  the "Loan
Documents")to  which  reference is made for a statement of the nature and extent
of protection and security afforded,  certain rights of Payee and certain rights
and  obligations  of Maker,  including  Maker's  rights,  if any,  to prepay the
principal balance hereof;  provided,  however, Maker shall not have the right to
prepay this Promissory Note prior to March 28, 1998. Thereafter,  in addition to
any other sum payable  hereunder,  under the  Security  Agreement  or any of the
other Loan Documents,  including but not limited to any installment  payment due
hereunder on or before the date of any permitted  prepayment,  Maker may, at its
sole discretion, terminate its obligation under this Promissory Note at any time
by paying to Payee an amount  equal to the greater of (a) the  present  value of
the  all  remaining   installments  of  principal  and  interest  due  hereunder
("Prepayment")  discounted  at a rate equal to the yield to  maturity  as of two
business  days prior to the date of the  Prepayment  of United  States  Treasury
Securities  with a  final  maturity  equal  to the  remaining  term  hereof,  as
published in the Wall Street Journal,  plus three hundred (300) basis points, or
(b) the  remaining  Balance  as of the date of the  prepayment  as set  forth on
Exhibit A hereto.

         Time is of the essence  hereof.  If payment of any  installment  or any
other sum due under this Note or the Loan  Documents is not paid within five (5)
days of the date such  payment is due but only  twice in any  twelve  (12) month
period,  Maker agrees to pay a late charge equal to the lesser of (i) five cents
(5(cent) ) per dollar on, and in addition  to, the amount of each such  payment,
or (ii) the maximum  amount Payee is permitted to charge by law. In the event of
the  occurrence  of an Event of Default (as defined in the Security  Agreement),
then the entire unpaid principal balance hereof with accrued and unpaid interest
thereon,  together  with all  other  sums  payable  under  this Note or the Loan
Documents,  shall,  at the  option of Payee and with  notice or  demand,  become
immediately due and payable  ("Accelerated Due Date"),  such accelerated balance
bearing  interest  until paid at the rate of three  percent (3%) per annum above
the fixed rate set forth in the first  paragraph of this Note from and after the
Accelerated Due Date.

         Maker and all  endorsers,  guarantors or any others who may at any time
become liable for the payment hereof hereby consent to any and all extensions of
time,  renewals,  waivers and  modifications of, and substitutions or release of
security or of any party primarily or secondarily liable on, or with respect to,
this  Note or any of the  Loan  Documents  or any of the  terms  and  provisions
thereof that may be made,  granted or consented to by Payee, and agree that suit
may


<PAGE>


be brought and  maintained  against any one or more of them,  at the election of
Payee,  without joinder of the others as parties  thereto,  and that Payee shall
not be required to first  foreclose,  proceed  against,  or exhaust any security
herefor,  in order to  enforce  payment of this Note by and one or more of them.
Maker and all  endorsers,  guarantors  or any others who may at any time  become
liable for the payment hereof hereby  severally  waive  presentment,  demand for
payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
and all other notices in connection with this Note, filing of suit and diligence
in collecting this Note or enforcing any of the security  herefor,  and without,
limiting any provision of any of the Loan Documents,  agree to pay, if permitted
by law, all expenses  incurred in collection,  including  reasonable  attorneys'
fees,  and hereby waive all benefits of  valuation,  appraisement  and exemption
laws.

         If  there  be more  than  one  Maker,  all the  obligations,  promises,
agreements and covenants of Maker under this Note are joint and several.

         THIS NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH THE
INTERNAL  LAWS  AND  DECISIONS  OF THE  STATE  OF  ILLINOIS  WITHOUT  REGARD  TO
PRINCIPLES OF CONFLICTS OF LAW. AT PAYEE'S ELECTION AND WITHOUT LIMITING PAYEE'S
RIGHT TO COMMENCE AN ACTION IN AND OTHER  JURISDICTION,  MAKER HEREBY SUBMITS TO
THE  EXCLUSIVE  JURISDICTION  AND VENUE OF ANY COURT  (FEDERAL,  STATE OR LOCAL)
HAVING  SITUS  WITHIN  THE STATE OF  ILLINOIS,  COOK  COUNTY,  EXPRESSLY  WAIVES
PERSONAL  SERVICE OF PROCESS AND CONSENTS TO SERVICE BY CERTIFIED MAIL,  POSTAGE
PREPAID,  DIRECTED TO THE LAST KNOWN  ADDRESS OF MAKE,  WHICH  SERVICE  SHALL BE
DEEMED COMPLETED WITHIN TEN (10) DAYS AFTER THE DATE OF MAILING THEREOF.

         MAKER HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION  BASED UPON OR ARISING  OUT OF THIS NOTE.  THIS  WAIVER IS  INFORMED  AND
FREELY MADE.  MAKER  ACKNOWLEDGES  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO
ENTER INTO A BUSINESS RELATIONSHIP,  THAT PAYEE HAS ALREADY RELIED ON THE WAIVER
IN MAKING THE LOAN  EVIDENCED BY THIS NOTE, AND THAT PAYEE WILL CONTINUE TO RELY
ON THE  WAIVER IN ITS  RELATED  FUTURE  DEALINGS.  MAKER  FURTHER  WARRANTS  AND
REPRESENTS  THAT IT HAS REVIEWED  THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS  FOLLOWING  CONSULTATION
WITH LEGAL COUNSEL.




Witness/Attest:                         Alliance Semiconductor Corporation a
                                        Delaware corporation

/s/ Charles Alvarez                     By:  /s/  N.D Reddy
                                                          
                                        Name: N. D. Reddy

                                        Title: President



                                      -2-

<PAGE>

<TABLE>
<CAPTION>

                                    EXHIBIT A
                               TO PROMISSORY NOTE
                              DATED MARCH 28, 1997                                    03/27/1997      Page 1
------------------------------------------------------------------------------------------------------------
Alliance 4
------------------------------------------------------------------------------------------------------------
<S>                                 <C>
Compound Period ........... :       Monthly

Nominal Annual Rate........ :       9.530   %
Effective Annual Rate ..... :       9.957   %
Periodic Rate ............. :       0.7942  %
Daily Rate ................ :       0.02611%

</TABLE>

<TABLE>

CASH FLOW DATA
<CAPTION>

------------------------------------------------------------------------------------------------------------
Event              Start Date                  Amount       Number       Period            End Date
------------------------------------------------------------------------------------------------------------
<S>                <C>                   <C>                  <C>        <C>               <C>
1  Loan            03/31/1997            3,916,461.30         1
2  Payment         04/01/1997              161,197.50         18         Monthly           09/01/1998
3  Payment         10/01/1998               82,304.01         18         Monthly           03/01/2000

</TABLE>


<TABLE>

AMORTIZATION SCHEDULE - Normal Amortization
<CAPTION>

------------------------------------------------------------------------------------------------------------
<S>     <C>                     <C>                    <C>                   <C>              <C>   
        Date                       Payment              Interest             Principal        Balance

Loan  03/31/1997                                                                               3,916,461.30
1997  Totals                          0.00                  0.00                  0.00

       1   04/01/1997           161,197.50              1,022.57            160,174.93         3,756,286.37
       2   05/01/1997           161,197.50             29,831.17            131,366.33         3,624,920.04
       3   06/01/1997           161,197.50             28,787.91            132,409.59         3,492,510.45
       4   07/01/1997           161,197.50             27,736.35            133,461.15         3,359,049.30
       5   08/01/1997           161,197.50             26,676.45            134,521.05         3,224,528.25
       6   09/01/1997           161,197.50             25,608.13            135,589.37         3,088,938.88
       7   10/01/1997           161,197.50             24,531.32            136,666.18         2,952,272.70
       8   11/01/1997           161,197.50             23,445.97            137,751.53         2,814,521.17
       9   12/01/1997           161,197.50             22,351.99            138,845.51         2,675,675.66
      10   01/01/1998           161,197.50             21,249.32            139,948.18         2,535,727.48
      11   02/01/1998           161,197.50             20,137.90            141,059.60         2,394,667.88
      12   03/01/1998           161,197.50             19,017.65            142,179.85         2,252,488.03
1998 Totals                   1,934,370.00            270,396.73          1,663,973.27

      13   04/01/1998           161,197.50             17,888.51            143,308.99         2,109,179.04
      14   05/01/1998           161,197.50             16,750.40            144,447.10         1,964,731.94
      15   06/01/1998           161,197.50             15,603.25            145,594.25         1,819,137.69
      16   07/01/1998           161,197.50             14,446.99            146,750.51         1,672,387.18
      17   08/01/1998           161,197.50             13,281.54            147,915.96         1,524,471.22
      18   09/01/1998           161,197.50             12,106.84            149,090.66         1,375,380.56
      19   10/01/1998            82,304.01             10,992.81             71,381.20         1,303,999.36
      20   11/01/1998            82,304.01             10,355.93             71,948.08         1,232,051.28
      21   12/01/1998            82,304.01              9,784.54             72,519.47         1,159,531.81
      22   01/01/1999            82,304.01              9,208.62             73,095.39         1,086,436.42
      23   02/01/1999            82,304.01              8,628.12             73,675.89         1,012,760.53
      24   03/01/1999            82,304.01              8,043.01             74,261.00           938,499.53
1999 Totals                   1,461,009.06            147,020.56          1,313,988.50

</TABLE>
                                      -3-


<PAGE>

<TABLE>

<CAPTION>

                                                                              03/27/1997      Page 2
------------------------------------------------------------------------------------------------------------
Alliance 4
------------------------------------------------------------------------------------------------------------
        Date                       Payment              Interest             Principal        Balance
------------------------------------------------------------------------------------------------------------
<S>    <C> <C>   <C>             <C>                    <C>                  <C>                 <C>       
       25  04/01/1999            82,304.01              7,453.25             74,850.76           863,648.77
       26  05/01/1999            82,304.01              6,858.81             75,445.20           788,203.57
       27  06/01/1999            82,304.01              6,259.65             76,044.36           712,159.21
       28  07/01/1999            82,304.01              5,655.73             76,648.28           635,510.93
       29  08/01/1999            82,304.01              5,047.02             77,256.99           558,253.94
       30  09/01/1999            82,304.01              4,433.47             77,870.54           480,383.40
       31  10/01/1999            82,304.01              3,815.04             78,488.97           401,894.43
       32  11/01/1999            82,304.01              3,191.71             79,112.30           322,782.13
       33  12/01/1999            82,304.01              2,563.43             79,740.58           243,041.55
       34  01/01/2000            82,304.01              1,930.15             80,373.86           162,667.69
       35  02/01/2000            82,304.01              1,291.85             81,012.16            81,655.53
       36  03/01/2000            82,304.01                648.48             81,655.53                 0.00
2000 Totals                     987,648.12             49,148.59            938,499.53

Grand Totals                  4,383,027.18            466,565.88          3,916,461.30

</TABLE>

Maker:

/s/ NDR  (initials)


Payee:


______ (initials)

<PAGE>

Loan No.: _______________



                              SECURITY AGREEMENT

THIS  SECURITY  AGREEMENT  ("Agreement")  is made this 28th day of March,  1997,
("The Effective  Date") by and between Alliance  Semiconductor  Corporation a(n)
Delaware  corporation  ("Debtor"),  whose  business  address is 3099 North First
Street,  San Jose, CA 95134 and Matrix  Funding  Corporation a Utah  corporation
("Secured Party"),  whose address is 3625 Union Park Center, Suite 250, Midvale,
UT 84047.

                                   WITNESSETH:

1. Secure Payment.  To secure payment of indebtedness in the principal sum of up
to  Three   Million   Eight   Hundred   Forty   Thousand  and  00/  100  Dollars
($3,840,000.00),  as  evidenced  by a note or notes  executed  and  delivered by
Debtor to Secured  Party (the  "Notes") and any  obligations  arising under this
Agreement,  and also to secure any other  indebtedness or liability of Debtor to
Secured Party, direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter  arising and no matter how acquired by Secured  Party,
including  all  future  advances  or loans  which  may be made at the  option of
Secured Party (all the foregoing hereinafter called the "Indebtedness"),  Debtor
hereby grants and conveys to Secured Party a first priority  continuing lien and
security interest in the property  described on the Schedule(s)  attached hereto
(the  "Schedules"),  all products and proceeds  (including  insurance  proceeds)
thereof, if any, and all substitutions,  replacements,  attachments,  additions,
and  accessions  thereto,  all or any of the  foregoing  hereinafter  called the
"Collateral" provided,  however, that "Collateral",  shall include software that
is part of or incorporated into such property only to the extent that Debtor has
the right to pledge  such  software  to  Secured  Party.  The  Schedules  may be
supplemented  from  time to time to  evidence  the  Collateral  subject  to this
Agreement.

                                      -4-

<PAGE>


2.  Warranties,  Representations  and Covenants.  Debtor  warrants,  represents,
covenants and agrees as follows:

         (a) Perform  Obligations.  Debtor  shall pay as and when due all of the
Indebtedness  secured  by this  Agreement  and  perform  all of the  obligations
contained in this  Agreement  according to its terms.  Debtor shall use the loan
proceeds exclusively for business uses and not for personal,  family, household,
or agricultural uses.

         (b)  Perfection.  This  Agreement  creates a valid  and first  priority
continuing lien and security  interest in the  Collateral,  securing the payment
and performance of the  Indebtedness,  and all actions  necessary to perfect and
protect such security interest have been duly taken.

         (c)  Collateral  Free  and  Clear.  Except  as may be set  forth on the
Schedules, Debtor shall keep the Collateral free and clear of all liens, claims,
charges,  encumbrances and other security  interests of any kind (other than the
security  interest  granted  hereby).  Debtor  shall  defend  the  title  to the
Collateral against all persons and against all claims and demands whatsoever. At
the reasonable request of Secured Party,  Debtor shall furnish further assurance
of  title,  execute  any  written  agreement  and do any other  acts  reasonably
necessary to effectuate the purposes and provisions of this Agreement, including
in order to perfect,  continue,  or terminate  the security  interest of Secured
Party in the Collateral, and pay all costs in connection therewith.

         (d)  Possession  and  Operating  Order of the  Collateral.  Subject  to
Secured  Party's  rights and remedies upon the occurrence of an Event of Default
(defined below),  Debtor shall retain  possession of the Collateral at all times
and shall  not sell,  exchange,  assign,  loan,  deliver,  lease,  mortgage,  or
otherwise  dispose of the  Collateral or any part thereof  without prior written
consent of Secured  Party.  Debtor shall at all times keep the Collateral at the
locations(s)  specified on the  Schedules  (except for  removals  thereof in the
usual  course of business  for  temporary  periods).  At Debtor's  sole cost and
expense,  Debtor shall also keep the Collateral in good repair and condition and
shall not misuse, abuse, waste or otherwise allow it to deteriorate,  except for
normal wear and tear.  Secured Party may verify any Collateral in any reasonable
manner which  Secured Party may consider  appropriate,  and Debtor shall furnish
all  reasonable  assistance and  information  and perform any acts which Secured
Party may reasonably request in connection therewith.

          (e) Insurance. Debtor shall insure the Collateral against loss by fire
(including extended coverage),  theft and other hazards,  for its full insurable
value  including  replacement  costs,  with a  deductible  not to  exceed  Fifty
Thousand  and  00/100   Dollars   ($50,000.00)   per   occurrence   and  without
co-insurance.  In addition,  Debtor shall obtain  liability  insurance  covering
liability for bodily injury,  including death and property damage,  in an amount
of at least Five Million and 00/100  Dollars  ($5,000,000.00)  per occurrence or
such greater amount as may comply with general  industry  standards,  or in such
other amounts as Secured Party may otherwise reasonably require. All policies of
insurance  required  hereunder  shall be in such  form,  amounts,  and with such
companies as Secured Party reasonably may approve; shall provide at least thirty
(30) days prior  written  notice to Secured Party prior to any  modification  or
cancellation  thereof;  shall name  Secured  Party as loss  payee or  additional
insured,  as  applicable,  and shall be payable to Debtor and  Secured  Party as
their  interests may appear;  shall waive any claim for premium  against Secured
Party; and shall provide that no breach of warranty or  representation or act or
omission of Debtor shall terminate,  limit or affect the insurers'  liability to
Secured Party.  Certificates  of insurance or policies  evidencing the insurance
required  hereunder along with satisfactory proof of the payment of the premiums
therefor  shall be delivered to Secured  Party who is  authorized,  but under no
duty,  to obtain such  insurance  upon failure of Debtor to do so.  Debtor shall
give immediate written notice to Secured Party and to insurers of loss of damage
to the Collateral and shall promptly file proofs of loss with insurers. Provided
an Event of Default has occurred and is  continuing,  Debtor hereby  irrevocably
appoints Secured Party as Debtor's  attorney-in-fact,  coupled with an interest,
for the purpose of obtaining,  adjusting  and  canceling any such  insurance and
endorsing  settlement  drafts.  Debtor  hereby  assigns  to  Secured  Party,  as
additional  security  for the  Indebtedness,  all sums which may become  payable
under such insurance.

         (f) If  Collateral  Attaches to Real Estate.  If the  Collateral or any
part  thereof  has been  attached to or is to be  attached  to real  estate,  an
accurate  description  of the real estate and the name and address of the record
owner is set forth on the Schedules.  Debtor shall,  on demand of Secured Party,
furnish  Secured  Party with a disclaimer  or waiver of any interest in any such
Collateral  satisfactory  to Secured  Party and signed by all persons  having an
interest in the real estate. Notwithstanding the foregoing, the Collateral shall
remain  personal  property and shall not be affixed to realty  without the prior
written consent of Secured Party.

         (g) Financial  Statements.  Debtor shall furnish to Secured  Party,  as
soon as  practicable,  and in any event

                                      -5-

<PAGE>


within sixty (60) days after the end of each of the first three fiscal  quarters
of Debtor and each  guarantor of all or any part of the  Indebtedness  (each,  a
"Guarantor"),  respectively,  Debtor's and each Guarantor's  unaudited financial
statements as set forth in Debtor's and each Guarantor's respective Forms 10Q as
filed with the  Securities  and  Exchange  Commission  ("SEC")  for such  fiscal
quarter Debtor shall also furnish to Secured Party, as soon as practicable,  and
in any event within ninety (90) days after the end of each fiscal year of Debtor
and each Guarantor,  respectively,  Debtor's and each Guarantor's annual audited
financial statements, including balance sheets, income statements and statements
of cash flow for the fiscal year then ended,  as set forth in Debtor's  and each
Guarantor's respective Forms 10K as filed with the SEC for such fiscal year.

         (h)  Authorization.  Debtor is now, and will at all times remain,  duly
licensed,  qualified to do business and in good  standing in every  jurisdiction
where failure to be so licensed or qualified  and in good standing  would have a
material adverse effect on its business,  properties or assets taken as a whole.
Debtor has the power to authorize, execute and deliver this Agreement, the Notes
and any other documents and instruments  relating thereto (the Agreement,  Notes
and other  documents  and  instruments,  all as amended  from time to time,  are
hereafter  collectively  referred  to as the  "Loan  Documents"),  to incur  and
perform  obligations  hereunder  and  thereunder,  and  to  grant  the  security
interests  created hereby.  As of the time of delivery thereof to Secured Party,
the Loan Documents will have been duly authorized, executed, and delivered by or
on  behalf  of  Debtor,  and will  constitute  the  legal,  valid,  and  binding
obligations  of Debtor,  enforceable  against  Debtor in  accordance  with their
respective terms. Debtor shall preserve and maintain its existence and shall not
wind up its affairs or otherwise dissolve. Debtor shall not, without thirty (30)
days prior written notice to Secured Party, (1) change its name or so change its
structure  such that any  financing  statement  or other record  notice  becomes
misleading or (2) change its principal  place of business or chief  executive or
accounting offices from the address stated herein.

         (i)  Litigation.  Except as disclosed by Debtor in its filings with the
SEC,  there are no  material  actions,  suits,  proceedings,  or  investigations
("Litigations")  pending  or, to the  knowledge  of Debtor,  threatened  against
Debtor which could  materially  adversely  affect the  Collateral.  Debtor shall
promptly  notify  Secured Party in writing of Litigation  against it if: (1) the
outcome of such  Litigation  may  materially  adversely  affect the  finances or
operations of Debtor (for purposes of this provision,  Five Hundred Thousand and
00/100 Dollars  ($500,000.00)  shall be deemed  material) or (2) such Litigation
questions  the validity of any Loan  Document or any action taken or to be taken
pursuant   thereto;   Debtor  shall  promptly  furnish  to  Secured  Party  such
non-confidential and non-privileged information regarding any such Litigation as
Secured Party shall reasonably request. Information that Debtor discloses in its
filings  with the SEC shall be deemed  promptly  disclosed  to Secured  Party if
delivered to Secured Party within two (2) business days of such filing.

          (j) No  Conflicts.  Debtor is not in violation of any material term or
provision of its by-laws, or of any material agreement or instrument,  or of any
judgment,  decree,  order,  or any  statue,  rule,  or  governmental  regulation
applicable to it. The execution, delivery, and performance of the Loan Documents
do not and will not violate,  constitute a default under, or otherwise  conflict
with any such  term or  provision  or  result in the  creation  of any  security
interest,  lien,  charge, or encumbrance upon any of the properties or assets of
Debtor, that would have a material adverse effect on the Company's properties or
assets taken as a whole except for the security interest herein created.

         (k) Compliance with Laws.  Debtor shall use and maintain the Collateral
in a  lawful  manner  in  accordance  with  all  applicable  laws,  regulations,
ordinances,  and codes and shall otherwise comply in all material  respects with
all  applicable  laws,  rules,  and  regulations  and  duly  observe  all  valid
requirements  of all  governmental  authorities,  and all  statutes,  rules  and
regulations relating to its business, including (I) the Internal Revenue Code of
1986,  as amended from time to time,  (ii) all federal,  state,  and local laws,
rules,  regulations,  orders, and decrees relating to health, safety,  hazardous
substances,  and  environmental  matters,  including  the Resource  Recovery and
Reclamation Act of 1976, the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, the Toxic Substances Control Act, the Clean Water Act
of 1977, and the Clean Air Act, all as amended from time to time  (collectively,
"Environmental  Laws"),  (iii) the Employees  Retirement  Income Security Act of
1974, as amended from time to time,  and (iv) the Fair Labor  Standards  Act, as
amended from time to time.

         (l) Taxes.  Debtor has timely  filed all tax returns  (federal,  state,
local,  and  foreign)  required  to be filed  by it and has paid or  established
reserves for all taxes,  assessments,  fees, and other  governmental  charges in
respect of its properties,  assets, income and franchises. Debtor shall promptly
pay  and  discharge  all  taxes,  assessments,  license  fees  (related  to  the
Collateral) and other governmental  charges prior to the date on which penalties
are  attached  thereto,  establish  adequate  reserves  for the payments of such
taxes,  assessments,  and  other  governmental  charges  and make  all


                                      -6-

<PAGE>

required  withholding  and other tax  deposits,  and, upon  reasonable  request,
provide  Secured  Party  with  receipts  or other  proof that any or all of such
taxes,  assessments,  license fees or  governmental  charges have been paid in a
timely fashion;  provided,  however, that nothing contained herein shall require
the payment of any tax, assessment,  or other governmental charge so long as its
validity  is  being  diligently  contested  in  good  faith  and by  appropriate
proceedings  diligently  conducted  and Debtor  has  established  cash  reserves
therefor  in  accordance  with GAAP.  Should any  stamp,  excise,  or other tax,
including mortgage,  conveyance,  deed,  intangible,  or recording taxes becomes
payable in connection with or respect of any of the Loan Documents, Debtor shall
pay the same (including  interest and penalties,  if any) and shall hold Secured
Party harmless with respect thereto.

         (m)  Environmental  Laws.  Except as  disclosed  by Debtor (or Debtor's
representative  or agent) in  writing  to  Secured  Party's  counsel  (including
internal  counsel) on or prior to the date  hereof,  Debtor has (1) not received
any summons,  complaint,  order,  or other  notice that it is not in  compliance
with, or that any public  authority is  investigating  its compliance  with, any
Environmental  Laws  and  (2) no  knowledge  of any  material  violation  of any
Environmental  Laws on or about its  assets or  property.  Debtor  shall  notify
Secured Party,  promptly  following  receipt by Debtor,  of any  correspondence,
notice,  complaint,  order,  or other  document  that it receives  asserting  or
alleging a  circumstance  or condition  which requires or may require a material
cleanup,  material removal,  material remedial action or other response by or on
the part of Debtor under any Environmental Laws, or which seeks material damages
or civil, criminal or punitive penalties from Debtor for an alleged violation of
any  Environmental  Laws.  Information that Debtor discloses in its filings with
the SEC shall be deemed  promptly  disclosed  to Secured  Party if  delivered to
Secured Party within two (2) business days of such filing.

         (n)  Regulations.  No  proceeds  of the  loans or any  other  financial
accommodation hereunder will be used, directly or indirectly, for the purpose of
purchasing  or  carrying  any  margin  security,  as  that  term is  defined  in
Regulations G, T, U, X of the Board of Governors of the Federal Reserve System.

         (o) Books and Records.  Debtor shall maintain,  at all times,  true and
complete  books and records in accordance  with GAAP and  consistent  with those
applied in the preparation of Debtor's financial  statements.  At all reasonable
times, upon reasonable  notice,  and during normal business hours,  Debtor shall
permit  Secured Party or its agents to audit,  examine and make extracts from or
copies of any of its books, ledgers, reports, correspondence,  and other records
solely to the extent  they  relate to the  Collateral  provided,  further,  that
unless an Event of Default has occurred and is  continuing,  Secured  Party must
give Debtor three (03)  business  days' notice and provided,  however,  that the
Debtor will have no  obligation to disclose to Secured Party any trade secret of
Debtor.

         (p) Setoff. Without limiting any other right of Secured Party, whenever
Secured Party has the right to declare any  Indebtedness  to be immediately  due
and  payable  (whether  or not it has so  declared),  Secured  Party  is  hereby
authorized at any time and from time to time to the fullest extent  permitted by
law, to set off and apply against any and all of the  Indebtedness,  any and all
monies  then or  thereafter  owed to Debtor by  Secured  Party in any  capacity,
whether or not the  obligation  to pay such monies owed by Secured Party is then
due.  Secured  Party  shall be deemed  to have  exercised  such  right of setoff
immediately at the time of such election even though any charge therefor is made
or entered on Secured Party's records subsequent thereto.

          (q) Standard of Care: Notice of Claims. Debtor acknowledges and agrees
that  Secured  Party shall not be liable for any acts or  omissions  nor for any
error of  judgment  or  mistake  of fact or law other  than as a sole and direct
result of Secured Party's or its agents gross negligence or willful  misconduct.
Debtor  shall give  Secured  Party  written  notice of any action or inaction by
Secured  Party or any agent or attorney of Secured Party that may give rise to a
claim  against  Secured  Party or any agent or attorney of Secured Party or that
may be a defense to payment or  performance of any of the  Indebtedness  for any
reason,  including  commission of a tort  (subject,  in any event,  to the first
sentence of this paragraph) or violation of any contractual duty or duty implied
by law.  Debtor  agrees  that  unless  such notice is fully given as promptly as
possible (an in any event within sixty (60) days) after Debtor has knowledge, or
with the exercise of reasonable diligence should have had knowledge, of any such
action or inaction,  Debtor shall not assert,  ad Debtor shall be deemed to have
waived, any claim or defense arising therefrom.

         (r) Indemnity.  Debtor shall indemnify,  defend and hold Secured Party,
its parent, affiliates,  officers,  directors,  agents, employees, and attorneys
harmless from and against any loss,  expense  (including  reasonable  attorneys'
fees and costs),  damage or liability  arising directly or indirectly out of (i)
any material breach of any representation, warranty or covenant contained in any
Loan  Document,  (ii) any claim or cause of action that would deny Secured Party
the full benefit or protection of any provision in any Loan  Document,  or (iii)
the ownership,  possession,  lease, operation, use,

                                      -7-


<PAGE>

condition,  sale, return, or other disposition of the Collateral,  except to the
extent the loss,  expense,  damage or liability  arises solely and directly from
Secured Party's or its agents gross negligence or willful  misconduct.  If after
receipt of any payment of all or any part of the Indebtedness,  Secured Party is
for any reason  compelled  to  surrender  such  payment to any person or entity,
because  such  payment is  determined  to be void or voidable  as a  preference,
impermissible  set-off,  or a diversion of trust funds, or for any other reason,
the Loan  Documents  shall continue in full force and effect and Debtor shall be
liable  to  Secured  Party  for the  amount  of such  payment  surrendered.  The
provisions   of  the   preceding   sentence   shall  be  and  remain   effective
notwithstanding  any contrary  action which may have been taken by Secured Party
in reliance  upon such payment,  and any such contrary  action so taken shall be
without  prejudice to Secured  Party's  rights under this Agreement and shall be
deemed to have  been  conditioned  upon such  payment  having  become  final and
irrevocable.  Additionally,  Debtor shall be liable for all reasonable  charges,
costs,  expenses and  attorneys'  fees  incurred by Secured  Party  (including a
reasonable  allocation  of the  compensation,  costs and  expenses  of  internal
counsel, based upon time spent): (i) in perfecting,  defending or protecting its
security interest in the Collateral,  or any part thereof; (ii) in the amendment
or enforcement of the Loan Documents (or the collection of any amounts due under
any Note or other Loan Document after an Event of Default); (iii) in any lawsuit
or other legal  proceeding in any way connected with any of the Loan  Documents,
including  any  contract  or tort or other  actions,  any  arbitration  or other
alternative dispute resolution proceeding,  all appeals and judgment enforcement
actions and any  bankruptcy  proceeding  (including any relief from stay and /or
adequate  protection  motions,  cash collateral  disputes,  assumption/rejection
motions and  disputes or  objections  to any  proposed  disclosure  statement or
reorganization  plan) except for those actions arising from the gross negligence
or willful  misconduct of Secured Party or its agents.  Debtor  acknowledges and
agrees  that the  preceding  sentence  shall  survive and not be merged with any
judgment in connection with any exercise of any right or remedy by Secured Party
provided under this  Agreement.  The provisions of this paragraph  shall survive
the termination of the Agreement and the other Loan Documents.

         (s) Complete Information.  No representation or warranty made by Debtor
in any Loan  Document and no other  document or  statement  furnished to Secured
Party by or on behalf of Debtor contains any material misstatement of a material
fact or  omits  to  state  any  material  fact  necessary  in  order to make the
statements contained therein not misleading.  Except as expressly set for the in
the Schedules,  there is no fact known to Debtor that Debtor reasonably believes
will or could  have a  materially  adverse  affect on the  business,  operation,
condition  (financial  or  otherwise),  performance,  properties or prospects of
Debtor or Debtor's ability to timely pay all of the Indebtedness and perform all
of its  other  obligations  contained  in or  secured  by this  Agreement.  Each
representation  and warranty made by Debtor in this Agreement shall be deemed to
have been made as of the date of this Agreement shall and as of the date of each
advance of funds under a Note.

         (t)  Collateral  Documentation.  Debtor shall  deliver to Secured Party
prior  to  any  advance  or  loan,  satisfactory   documentation  regarding  the
Collateral to be financed,  including such invoices,  canceled checks evidencing
payments,  or other  documentation  as may be  reasonably  requested  by Secured
Party. Additionally, Debtor represents to Secured Party as of the Effective Date
that Debtor's business and financial  information is as has been represented and
there has been no material change in Debtor's business,  financial condition, or
operations.

3.  Prepayment.  Debtor shall not have the right to prepay the  Promissory  Note
prior to  March  28,  1997.  Thereafter,  Debtor  may,  at its sole  discretion,
terminate its  obligation  under the  Promissory  Note and this Agreement at any
time by paying to Secured Party all accrued and unpaid  interest  thereon to the
date of such  prepayment,  and any and all other  sums then due under any of the
Loan  Documents,  and an amount equal to the greater of (a) the present value of
the  all  remaining  installments  of  principal  and  interest  due  under  the
Promissory  Note  ("Prepayment")  discounted  at a rate  equal  to the  yield to
maturity as of two business  days prior to the date of the  Prepayment of United
States  Treasury  Securities  with a final  maturity equal to the remaining term
hereof of the  Promissory  Note, as published in the Wall Street  Journal,  plus
three hundred (300) basis points or, (b), the remaining principal balance of the
Promissory Note as set forth on Exhibit A thereto.

4.  Events of  Default.  If any one of the  following  events  (each of which is
herein  called an "Event of Default")  shall occur:  (a) Debtor fails to pay any
part of the  Indebtedness  within ten (10) calendar days of its due date, or (b)
any  warranty or  representation  of Debtor in any Loan  Document is  materially
untrue, materially misleading or materially inaccurate as of the Effective Date,
or (c) Debtor or any Guarantor  breaches or defaults in the  performance  of any
other  agreement  or  covenant  under any Loan  Document,  or (d)  Debtor or any
Guarantor  breaches or defaults  in the  payment or  performance  of any debt or
other  obligation owed by it to Secured Party or any affiliate of Secured Party,
or (e) Debtor  breaches or defaults in the payment or performance of any debt or
other  obligation,  whether  now or  hereafter  existing,  with  an  outstanding
principal  balance in excess of One Million and 00/100 Dollars  ($1,000,000.00),
and the

                                      -8-


<PAGE>


same  is  subsequently  accelerated,  or (f)  there  shall  be a  change  in the
beneficial ownership and control, directly or indirectly, of the majority of the
outstanding voting securities or other interests entitled (without regard to the
occurrence  of any  contingency  ) to elect or  appoint  members of the board of
directors  or other  managing  body of Debtor or any  Guarantor  (a  "change  of
control"),  where such change in control brings forth a material  adverse change
in the  creditworthiness of Debtor in the sole opinion of Secured Party or there
is any merger, consolidation,  dissolution,  liquidation,  winding up or sale or
other  transfer  of all or  substantially  all of the  assets  of  Debtor or any
Guarantor  pursuant of which there is a change of control or cessation of Debtor
or the Guarantor or the business of either, or (g) Debtor or any Guarantor shall
file  a  voluntary  petition  in  bankruptcy,  shall  apply  for or  permit  the
appointment   by   consent  or   acquiescence   of  a   receiver,   conservator,
administrator,  custodian or trustee for itself or all or a substantial  part of
its property,  shall make an assignment for the benefit of creditors or shall be
unable,  fail or admit in writing its  inability  to pay its debts  generally as
such debts become due, or (h)there  shall have been filed against  Debtor or any
Guarantor an involuntary petition in bankruptcy or Debtor or any Guarantor shall
suffer  or  permit  the  involuntary  appointment  of a  receiver,  conservator,
administrator,  custodian  or  trustee  for  all or a  substantial  part  of its
property or the  issuance of a warrant of  attachment,  diligence,  execution or
similar process against all or any substantial part of its property;  unless, in
each case,  such  petition,  appointment  or process  is fully  bonded  against,
vacated or dismissed  within  forty-five  (45) days from its effective date, but
not later than ten (10) days  prior to any  proposed  disposition  of any assets
pursuant to any such proceeding, or (i) if there is a material adverse change in
the business or financial  condition or prospects of Debtor that causes  Secured
Party to reasonably  believe that Debtor will be unable to repay any one or more
of the remaining  installments of the Promissory Note when such installments are
due, then, and in any such event, Secured Party shall have the right to exercise
any one or more of the remedies hereinafter provided.

5. Remedies.  If an Event of Default shall occur and is continuing,  in addition
to all rights and remedies of a secured party under the Uniform Commercial Code,
Secured  Party may,  at its option,  at any time (a)  declare the entire  unpaid
Indebtedness  to be  immediately  due and payable;  (b) without  demand or legal
process,  enter into the  premises  where the  Collateral  may be found and take
possession of and remove the  Collateral,  all without charge to or liability on
the part of Secured  Party;  or (c) require  Debtor to assemble the  Collateral,
render it unusable, and crate, pack, ship, and deliver the Collateral to Secured
Party in such  manner  and at such place as Secured  Party may  require,  all at
Debtor's sole cost and expense.  DEBTOR HEREBY EXPRESSLY  WAIVES ITS RIGHTS,  IF
ANY, TO (1) PRIOR NOTICE OF  REPOSSESSION  AND (2) A JUDICIAL OR  ADMINISTRATIVE
HEARING  PRIOR TO SUCH  REPOSSESSION.  Secured  Party may, at its option,  ship,
store and repair the Collateral so removed and sell any or all of it at a public
or private sale or sales.  Unless the  Collateral  is perishable or threatens to
decline  speedily  in value  or is of a type  customarily  sold on a  recognized
market,  Secured Party will give Debtor  reasonable notice of the time and place
of any public sale  thereof or of the time after  which any private  sale or any
other intended disposition thereof is to be made, it being understood and agreed
that  Secured  Party may be a buyer at any such sale and Debtor may not,  either
directly or indirectly,  be a buyer at any such sale. The requirements,  if any,
for reasonable  notice will be net if such notice is mailed  postage  prepaid to
Debtor at its  address  shown  above,  at least ten (10) days before the time of
sale or  disposition.  In  accordance  with Section  2(r),  Debtor shall also be
liable for and shall upon demand pay to Secured  Party all  reasonable  expenses
incurred by Secured Party in connection  with the  undertaking or enforcement by
Secured Party of any of its rights or remedies hereunder or at law, all of which
costs and expenses shall be additional  Indebtedness  hereby secured.  After any
such sale or  disposition,  Debtor  shall be liable  for any  deficiency  of the
Indebtedness  remaining  unpaid,  with interest thereon at the rate set forth in
related Notes.

6. Cumulative Remedies.  All remedies of Secured Party hereunder are cumulative,
are in addition to any other remedies  provided for by law or in equity and may,
to the extent permitted by law, be exercised concurrently or separately, and the
exercise of any one remedy  shall not be deemed an election of such remedy or to
preclude  the  exercise of any other  remedy.  No failure on the part of Secured
Party to exercise, and no delay in exercising any right or remedy, shall operate
as a waiver  thereof  or in any way  modify or be deemed to modify  the terms of
this  Agreement or any other Loan  Document or the  Indebtedness,  nor shall any
single or partial  exercise by Secured Party of any right or remedy preclude any
other or further exercise of the same or any other right or remedy.

7.  Assignment.  Secured  Party may  transfer  or assign  all or any part of the
Indebtedness and the Loan Documents  without releasing Debtor or the Collateral,
and upon such transfer or assignment the assignee or holder shall be entitled to
all the rights,  powers,  privileges and remedies of Secured Party to the extent
assigned or  transferred.  The  obligations  of Debtor shall not be subject,  as
against  any  such  assignee  or  transferee,   to  any  defense,   set-off,  or
counter-claim  available to Debtor  against  Secured Party and any such defense,
set-off, or counter-claim may be asserted only against Secured Party.

                                      -9-



<PAGE>


8.  Time is of the  Essence.  Time and  manner of  performance  by Debtor of its
duties and obligations under the Loan Documents is of the essence.  If any Event
of Default has  occurred  and is  continuing  and if Debtor shall fail to comply
with any  provision of any of the Loan  Documents,  Secured Party shall have the
right,   but  shall  not  be   obligated,   to  take  action  to  address   such
non-compliance,  in  whole or in  part,  and all  reasonable  moneys  spent  and
expenses and  obligations  incurred or assumed by Secured Party shall be paid by
Debtor  upon demand and shall be added to the  Indebtedness.  Any such action by
Secured Party shall not constitute a waiver of Debtor's default.

9. Enforcement.  This Agreement shall be governed by and construed in accordance
with the internal  laws and  decisions  of the State of  Illinois,  Cook County,
without  regard to principles of conflicts of law. At Secured  Party's  election
and without  limiting  Secured  Party's right to commence an action in any other
jurisdiction,  Debtor hereby submits to the exclusive  jurisdiction and venue of
any court  (federal,  state or local) having situs within the State of Illinois,
expressly  waives  personal  service  of  process  and  consents  to  service by
certified mail,  postage prepaid,  directed to the last known address of Debtor,
which service shall be deemed  completed  within ten (10) days after the date of
mailing thereof.

10. Further  Assurance;  Notice.  Debtor shall,  at its expense,  do execute and
deliver such further acts and  documents as Secured  Party may from time to time
reasonably  require to assure and confirm  the rights  created or intended to be
created  hereunder,  to carry out the intention or facilitate the performance of
the terms of the Loan Documents or to assure the validity, perfection,  priority
or enforceability of any security interest created  hereunder.  Debtor agrees to
execute any  instrument  or  instruments  reasonably  necessary or expedient for
filing, recording,  perfecting,  notifying,  foreclosing,  and/or liquidating of
Secured  Party's  interest in the Collateral  upon request of, and as determined
by, Secured Party, and Debtor hereby  specifically  authorizes  Secured Party to
prepare  and  file  Uniform  Commercial  Code  financing  statements  and  other
documents  relating to the Collateral only and to execute same for and on behalf
of  Debtor  as  Debtor's  attorney-in-fact,  irrevocably  and  coupled  with  an
interest,  for such purposes but only for such purposes. All notices required or
otherwise  given by either  party shall be in writing and shall be  delivered by
hand, by registered or certified first class United States mail,  return receipt
requested,  or by  overnight  courier to the other party at its  address  stated
herein  or at such  other  address  as the  other  party  may from  time to time
designate by written  notice.  All notices shall be deemed given when  received,
when delivery is refused or when the returned for failure to be called for.

11. Waiver of Jury Trial. Debtor and Secured Party hereby Waive their respective
rights to a jury trial of any claim or cause of action  based upon or arising in
connection  with any of the Loan  Documents.  This waiver is informed and freely
made.  Debtor  and  Secured  Party  acknowledge  that this  waiver is a material
inducement to enter into a business  relationship,  that each has already relied
on the waiver in entering into the Loan  Documents,  and that each will continue
to rely on the waiver in their related future dealings. Debtor and Secured Party
further  warrant and represent that each has reviewed this waiver with its legal
counsel and that each  knowingly  and  voluntarily  waives its jury trial rights
following consultation with legal counsel.

12.  Complete  Agreement.  The Loan Documents are intended by Debtor and Secured
Party to be the final,  complete,  and  exclusive  expression  of the  agreement
between them. The Loan  Documents may not be altered,  modified or terminated in
any manner  except by a writing duly signed by the parties  thereto.  Debtor and
Secured  Party  intend  the  Loan  Documents  to be  valid  and  binding  and no
provisions hereof and thereof which may be deemed unenforceable shall in any way
invalidate any other provisions of the Loan Documents, all of which shall remain
in full  force  and  effect.  The  Loan  Documents  shall  be  binding  upon the
respective successors,  legal  representatives,  and assigns of the parties. The
singular  shall include the plural,  the plural shall include the singular,  and
the use of any gender shall be applicable to all genders.  The use in any of the
Loan  Documents  of the  word  "including,"  or word  of  similar  import,  when
following any general term,  statement or matter shall not be construed to limit
such term,  statement or matter to any specific item or matters,  whether or not
language of nonlimitation, such as "without limitation" or "but not limited to,"
or words of similar import, are used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could  reasonably fall within
the broadest possible scope of such term,  statement or matter. The Schedules on
the following page[s] are incorporated  herein by this reference and made a part
hereof.  Sections and  subsections  headings are  included  for  convenience  of
reference only and shall not be given any substantive effect.


IN WITNESS WHEREOF,  Secured Party and Debtor have each signed this Agreement as
of the day and year first above written.

                                      -10


<PAGE>

Matrix Funding Corporation                   Alliance Semiconductor Corporation,
a Utah corporation                           a Delaware corporation
                                             


By: /s/ David A. DiCesaris                   By: /s/ N.D. Reddy
`
Name: David A. DiCesaris                     Name: N.D. Reddy

Title: Vice President                        Title: President






                                      -11-

<PAGE>

                                    SCHEDULE

                            Description of Collateral

Description of Collateral  (Full  description  including make,  model and serial
number):

Per the Attached  Schedule  "A" of one page(s),  which by reference to is made a
part hereof.




Place where Collateral is to be kept:





Other liens, encumbrances or security interests to which Collateral is or may be
subject, if any:





Other Collateral





If Collateral is attached or to be attached to real estate, set forth:

         Address of Real Estate  (Including  County,  block number,  lot number,
etc.):





         Record Owner of Real Estate (Name and Address):





If the real estate at which the Collateral is to be kept is leased:

         Name and Address of Lessor of Real Estate



                                                     /s/  NDR
                                                     Initials


                                      -0-


<PAGE>
<TABLE>

                                                               SCHEDULE A

Alliance Semiconductor Corporation
<CAPTION>

Company        Equipments                              Quantity           Date        Acquisition     Location            Serial No.
                                                                                         Cost

<S>            <C>                                             <C>    <C>             <C>             <C>                    <C> 
Mosaid         MS348001 memory tester                          1        8/3/95        $293,607        USA                    3351
Systems        MS348001 memory tester                          1       8/22/95        $263,372        USA                    3352
               MS348001 memory tester                          1       8/22/95        $263,372        USA                    3353
               MS348001 memory tester                          1       2/16/96        $258,831        USA                    3355
               MS348001 memory tester                          1       4/11/96        $293,134        USA                    3402
                                                                                                  
               (testers include APET.DPET.PGEN.CSM 18M)                                           
                                                                                                  
Advant         T5382A - 1 channel                              1       10/1/95      $1,669,910        USA                    ALI1
                                                                                                  
HP             HP9000 Workstation, monitor, 64MB RAM,                   3/1/96         $35,150        USA              3352E79751
               2GB HP DAT Systems backup solution,                                                                     JP01155112
               Powerwise Application test package              1        3/1/96          $5,388        USA
                                                                                                  
               4062F Semiconductor Parametric test system      1        3/7/96                                         JP10800128
               48-pin matrix with 12 pin boards                1        3/7/96                                         JP10800132
               4142B Modular DC Source/Monitor                 1        3/7/96                                         3121J03079
               41421B 100v/100mA SMU                           4        3/7/96                                       1.2751J16365
                                                                                                                     2.2751J16366
                                                                                                                     3.2751J16364
                                                                                                                     4.2751J16363
               HP8110A with two output channels                2        3/7/96                                         JP10800128
               IC-MS Test Manager, serial #3518A00699          1        3/7/96                                         3518A00699
                          (Cost for above items)                                      $228,385        USA     
                                                                                                  
Silicon        2080 - Wafer prober                             1        9/1/95        $119,603        USA              WP95035935
Valley                                                                                            
Test                                                                                              
& Repair                                                                                            
                                                                                                  
Novtek         NTS1200                                         1       3/29/96        $180,313        USA                1200-002
                                                                                                  
Metron Tec     SMI 9800 high performance FIB system            1        3/1/96        $598,994        USA               AH0101054
                                                                                               
                                                                                                  
Quicktum       SR 5002 System Realizer                         1       5/31/96        $601,676        USA                   M3000
                                                                                               
                                                                                   -------------
                                                                                    $4,811,735
                                                                                   -------------


                                                                            -0-

</TABLE>