<PAGE>

CONFIDENTIAL INFORMATION HAS BEEN 
BLACKED OUT AND FILED SEPARATELY        CONFIDENTIAL TREATMENT - EDITED COPY
WITH THE COMMISSION


                  Dated this 25th day of September 1996


                                  Between



                CHARTERED SEMICONDUCTOR MANUFACTURING LTD


                                    And



                           OAK TECHNOLOGY, INC.





       ----------------------------------------------------------

                         AMENDMENT AGREEMENT (NO. 1)
                                     TO
                DEPOSIT AGREEMENT DATED 8 NOVEMBER 1995

       ----------------------------------------------------------



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                                             CONFIDENTIAL INFORMATION HAS BEEN
                                             BLACKED OUT AND FILED SEPARATELY
                                             WITH THE COMMISSION

                       AMENDMENT AGREEMENT (NO. 1)

THIS AMENDMENT AGREEMENT (NO. 1) is made the 25th day of September 1996, by 
and between:

(1)     CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in 
        Singapore and having its place of business at 60 Woodlands Industrial
        Park D, Street 2, Singapore 738406 ("CSM"); and

(2)     OAK TECHNOLOGY, INC, a company incorporated in Delaware and having 
        its place of business at 139 Kifer Court, Sunnyvale, CA 94086, 
        United States of America ("Customer").

WHEREAS

(A)     CSM and Customer had entered into a Deposit Agreement dated 8 
        November 1995 (the "Deposit Agreement") for the purpose of Customer 
        depositing certain funds with CSM and to procure CSM to make 
        available to Customer certain wafer manufacturing capacity.

(B)     CSM and Customer are entering into this Amendment Agreement to 
        effect the suspension and variation of certain provisions of the 
        Deposit Agreement upon the terms and conditions set out herein.


NOW THEREFORE, in consideration of the foregoing and the 
mutual covenants contained herein, the Parties agree as follows:

1.      INTERPRETATION

        All terms and references used in the Deposit Agreement and which 
        are defined or construed in the Deposit Agreement but are not 
        defined or constructed in this Amendment Agreement shall have the 
        same meaning and construction in this Amendment Agreement.

2.      CONDITION PRECEDENT

        The provisions of Clause 4 herein, are subject to and conditional 
        upon the following condition precedent being satisfied, and the 
        provisions of Clause 4 herein shall cease to have any force or 
        effect if the condition precedent is not satisfied:

        2.1  by [*] Customer shall tape out a [*] Logic product 
             ("[*] Logic Product") at CSM's wafer fabrication facilities 
             situated in Singapore; or  *Confidential treatment requested as to 
             redacted portions./

                                        1
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                                             CONFIDENTIAL INFORMATION HAS BEEN
                                             BLACKED OUT AND FILED SEPARATELY
                                             WITH THE COMMISSION

        2.2   in the event Customer fails to tape out a [*] Logic 
              Product by [*], CSM shall grant Customer a grace period until [*]
              whereupon Customer shall tape out a [*] Logic Product at CSM's 
              wafer fabrication facilities situated in Singapore by [*] and the 
              condition precedent set forth in this Clause 2 shall be deemed 
              satisfied.  *Confidential treatment requested as to redacted 
              portions.

3.      EFFECTIVE DATE

        The Parties agree that the term "Effective Date" shall 
        refer to either one of the following dates:

        (a)   [*], if Customer tapes out a [*] Logic Product by [*] in 
              accordance with Clause 2.1 above; or  * Confidential treatment 
              requested as to redacted portions.

        (b)   [*], if Customer tapes out a [*] Logic Product by [*] in 
              accordance with Clause 2.2 above.  *Confidential treatment 
              requested as to redacted portions.

4.      SUSPENSION OF CERTAIN TERMS OF DEPOSIT AGREEMENT

        The parties agree that subject to the terms of this Amendment 
        Agreement and provided that the condition precedent set out in 
        Clause 2 is satisfied, for the period from the Effective Date until [*] 
        (hereinafter known as the "Suspension Period"), certain provisions 
        of the Deposit Agreement shall be suspended and shall not apply to 
        the Parties and in place of the same, the following provisions 
        shall apply during the Suspension Period instead:
        * Confidential treatment requested as to redacted portions.


        4.1   CLAUSE 1 (THE DEPOSIT)

              (a)   Clause 1.1 shall be suspended and in its place, the 
                    following provision shall apply:
 
                    "1.1  As at the date of this Amendment Agreement, Customer
                          has deposited with CSM the sum of [*](the "Deposit").
                          * Confidential treatment requested as to redacted 
                          portions.

              (b)   Clause 1.2 shall be suspended.

              (c)   Clause 1.3 shall be suspended and in its place, 
                    the  following provision shall apply:

                    "1.3  Upon the expiry of the term of this Agreement or the
                          earlier termination thereof in accordance with Clause
                          6 or


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                                             CONFIDENTIAL INFORMATION HAS BEEN
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                                             WITH THE COMMISSION


                    Clause 7.2, CSM will return to Customer the Deposit, 
                    without interest and subject to any deductions or refunds
                    made by CSM pursuant to the terms of this Agreement."

        4.2   CLAUSE 2 (CSM SUPPLY COMMITMENT)

              (a)   Clause 2.1 shall be suspended and in its place, 
                    the following provision shall apply:

                    "2.1   CSM agrees that for the duration of the Suspension
                           Period, CSM will make available to Customer wafer 
                           manufacturing capacity for [*] wafers of a 
                           sufficient quantity so that Customer is able to 
                           utilise the [*] Deposit amount given the credit
                           rate set forth in Clause 5.4 below during the 
                           Suspension Period."  * Confidential treatment
                           requested as to redacted portions.

              (b)   Clause 2.3 shall be suspended and in its place, 
                    the following provision shall apply:

                    "2.3  CSM reserves the right to adjust the 
                          pricing of wafers to be supplied by CSM from time to 
                          time depending on prevailing market conditions, 
                          provided however that CSM shall give Customer not 
                          less than 3 months' prior written notice of such 
                          adjustment.  In any event, the price of wafers 
                          supplied to Customer shall be based upon then 
                          prevailing market conditions as compared to prices
                          provided by other independent wafer foundries for 
                          similar products, processes and quantities.  An 
                          "independent wafer foundry" means a company which 
                          engages in the business of manufacturing 
                          semiconductor integrated circuits for sale only to 
                          third parties.  Accordingly, a company which 
                          manufactures semiconductor integrated circuits for
                          use in its own proprietary semiconductor products or
                          end-products is not considered an independent wafer
                          foundry."

        4.3   CLAUSE 3 (CUSTOMER LOADING COMMITMENT)

              Clauses 3.1, 3.2 and 3.3 shall be suspended.

        4.4   CLAUSE 4 (LIQUIDATED DAMAGES)

              Clauses 4.1, 4.2, 4.3, 4.4 and 4.5 shall 
              be suspended.


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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE 
COMMISSION

     4.5  CLAUSE 5 (SET OFF AND MAINTENANCE OF DEPOSIT)

          Clauses 5.1, 5.2 and 5.3 shall be suspended and in their place; the 
          following provisions shall apply:-

          "5.1  CSM shall be entitled to deduct from and set-off against the 
                Deposit, any payment falling due and remaining unpaid by 
                Customer under the Foundry Agreement.

           5.2  At the end of each calendar quarter, CSM shall issue a written 
                notice to Customer stating the amount of the overdue payments 
                and Customer shall pay the relevant sum to CSM within 30 days of
                the date of such notice, so as to maintain the Deposit at [*]
                less such amounts that may have been refunded by CSM to Customer
                pursuant to Clause 5.4 below. *Confidential treatment requested 
                as to redacted portions.

           5.3  CSM's right of deduction and set-off pursuant to Clause 5.2 
                shall be in addition to CSM's right to claim the aforesaid 
                overdue payments separately as a debt due from Customer and 
                shall not in any way prejudice such right or any other rights or
                remedies which CSM may have at law or in equity.

           5.4  For the period:-

                (a)  [*], for every [*] Logic [*] wafer (up to [*] wafers) that
                     CSM ships to Customer, CSM will refund to Customer the sum
                     of [*] from the Deposit within 30 days from [*]
                     *Confidential treatment requested as to redacted portions.

                (b)  [*], (i) for every [*] Logic [*] wafer (up to [*] wafers) 
                     that CSM ships to Customer, Customer is entitled to a wafer
                     credit of the sum of [*] from the Deposit; and (ii) for
                     every [*] Logic [*] wafer in excess of [*] wafers that CSM
                     ships to Customer, Customer is entitled to a wafer credit 
                     of the sum of [*] from the Deposit; *Confidential treatment
                     requested as to redacted portions.

                (c)  [*], (i) for every [*] Logic [*] wafer (up to [*] wafers) 
                     that CSM ships to Customer, Customer is entitled to a wafer
                     credit of the sum of [*] from the Deposit; and (ii) for 
                     every [*] Logic [*] wafer in excess of [*] wafers that 
                     *Confidential treatment requested as to redacted portions.


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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE 
COMMISSION

                     CSM ships to Customer, Customer is entitled to a wafer 
                     credit of the sum of [*] from the Deposit; *Confidential 
                     treatment requested as to redacted portions.

           For the purposes of clarity, the provisions set out in Clauses 5.4(b)
           and (c) above are represented in the following table:-

           Period              No. of wafers              Amount
                                 purchased                deductible
          --------             --------------             ----------

       The effective Date            [*]                  [*] per wafer
       to [*]               
 
                                [*] and more              [*] per wafer
 
        [*] to [*]                   [*]                  [*] per wafer
 
                                [*] and more              [*] per wafer
 
           *Confidential treatment requested as to redacted portions.

                (d)  The wafer credits referred to in Clauses 5.4(b) and (c) 
                     above will be paid out of the Deposit, and CSM shall issue 
                     Customer a credit note for such wafer credits within 30 
                     days of the date of the invoices for wafer purchases made 
                     in accordance with Clauses 5.4(b) and (c);

                (e)  In no event will the aggregate amount of the refunds or 
                     wafer credits granted to Customer pursuant to the 
                     provisions set out in Clauses 5.4(a), (b) or (c) above 
                     exceed the existing Deposit of [*] and *Confidential 
                     treatment requested as to redacted portions.

                (f)  In the event that Embedded Memory technology is available 
                     at CSM's wafer fabrication facilities situated in 
                     Singapore, Customer is entitled to elect to purchase wafers
                     in either [*] Logic or [*] Embedded Memory or both, on the 
                     provisions set out in Clauses 5.4(b) and (c) above. CSM 
                     shall use best efforts to make CSM's [*] libraries 
                     available to Customer and Customer shall be permitted to 
                     access and utilise CSM's [*] libraries provided that such 
                     access and utilisation shall be only to the extent that 
                     is permitted by the relevant licensors who may have granted
                     CSM a license over such libraries." *Confidential treatment
                     requested as to redacted portions.


     4.6   CLAUSE 6 (TERM AND TERMINATION)

           Clause 6.1(a), (b) and (c) shall be suspended.

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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE 
COMMISSION

     4.7   ANNEX A (PAYMENT SCHEDULE)

           Annex A shall be suspended.

     4.8   ANNEX B (CSM SUPPLY COMMITMENT/CUSTOMER LOADING COMMITMENT)

           Annex B shall be suspended except as provided in Clause 2.1 of the 
           Deposit Agreement.

     4.9   In addition to the suspension of Clause 1.1 and Annex A of the 
           Deposit Agreement, provided that the condition precedent set out in 
           Clause 2 of this Amendment Agreement is satisfied, the Deposit 
           amounts due and payable by Customer on 2 January 1996, 2 January 1997
           and 2 January 1998 as specified in Annex A, shall be suspended for 
           the duration of the Suspension Period.

     4.10  The provisions of Clauses 11.1, 11.2 and 11.3 of the Deposit 
           Agreement are subject to the provisions of this Amendment Agreement.

5.   ASSISTANCE TO TAPE OUT

     CSM shall use its best efforts to provide reasonable assistance to Customer
     to tape out a [*] Logic Product at CSM's wafer fabrication facilities 
     situated in Singapore. *Confidential treatment requested as to redacted 
     portions.

6.   TERMINATION OF DEPOSIT AGREEMENT

     6.1   Provided that the condition precedent in Clause 2 above has been 
           fulfilled, the Deposit Agreement shall be automatically terminated on
           [*] if the Deposit is reduced to zero by [*] as a result of Customer 
           obtaining refunds or utilising the Deposit towards payment of wafers 
           in accordance with the provisions in Clause 4.5 above.
           *Confidential treatment requested as to redacted portions.

     6.2   In the event the Deposit is not reduced to zero by [*], all the 
           terms of the Deposit Agreement shall apply for the period [*] to the 
           expiry of the Deposit Agreement, in full force and effect without any
           amendments or suspensions. *Confidential treatment requested as to 
           redacted portions.

7.   SAVING AND INCORPORATION

     7.1   Save as expressly varied by the terms of this Amendment Agreement, 
           the terms and conditions of the Deposit Agreement shall continue to 
           be in full force and effect in all other respects.

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<PAGE>

   7.2  The Deposit Agreement and this Amendment Agreement 
        shall be construed as one document and this Amendment Agreement 
        shall be deemed to be part of the Deposit Agreement. Where the 
        context so permits, references in the Deposit Agreement and in this 
        Amendment Agreement to "the Deposit Agreement" or "this Agreement" 
        shall be read and construed as references to the Deposit Agreement 
        as amended and supplemented by this Amendment Agreement. 

8. GOVERNING LAW

   This Amendment Agreement shall be governed by and construed in accordance 
with the laws of Singapore. The Parties hereby irrevocably submit to the 
non-exclusive jurisdiction of the courts of Singapore.

IN WITNESS WHEREOF the Parties have hereunto entered into this Agreement the 
date first above written.


Signed by Tom Gurnee,         )
Chief Operating Officer,      )
CHARTERED SEMICONDUCTOR       )
MANUFACTURING LTD             )
in the presence of:-          ) /s/ Tom Gurnee
                               ---------------------------


-----------------------------
Name:


Signed by
         --------------------- )
------------------------------ )
OAK TECHNOLOGY, INC.           )
in the presence of:-           ) /s/ David D. Tsang
                                --------------------------


-----------------------------
Name:


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