SHARE PURCHASE AGREEMENT
                                     BETWEEN
                       ALLIANCE SEMICONDUCTOR CORPORATION
                                       AND
                               TOWER SEMICONDUCTOR

AGREEMENT  (this  "Agreement"),  dated as of August  29,  2000,  by and  between
Alliance  Semiconductor  Corporation  ("Alliance") and Tower  Semiconductor Ltd.
("Company").

RECITALS

WHEREAS on July 4, 2000, SanDisk Corporation ("SanDisk") and the Company entered
into a Share  Purchase  Agreement in the form  attached as Exhibit A hereto (the
"SPA") , an  Additional  Purchase  Obligation  Agreement in the form attached as
Exhibit B hereto (the "APOA), and agreed to enter into an Escrow Agreement and a
Registration Rights Agreement in substantially the same form as Exhibits C and E
to the SPA , all upon the terms and conditions  detailed therein  (collectively,
the "SD Transaction Agreements"); and

WHEREAS  Alliance  desires to purchase and the Company desires to issue and sell
to  Alliance  Ordinary  Shares  of  the  Company  (the  "Shares")   pursuant  to
substantially  the same terms and  conditions as set forth in the SD Transaction
Agreements.

NOW, THEREFORE,  in consideration of the premises and the covenants  hereinafter
contained, it is agreed as follows:

1.    Capitalized  terms used and not defined herein shall have the
meanings set forth in the SD Transaction Agreements.

2. Immediately  effective upon the signing of this Agreement,  (a) the terms and
conditions  of the SD  Transaction  Agreements  shall be binding on Alliance and
shall be  incorporated  by reference  herein  [(except for the Escrow  Agreement
which  shall be  separately  entered  into in the form to be agreed  upon by the
parties  hereto)] and (b) Alliance  shall be deemed a "Buyer"  and/or "S" and/or
"Holder",  as those terms are used therein. All references in the SD Transaction
Documents to the "date hereof' shall mean the date of this Agreement.

3.  Notwithstanding  the  provisions  of Section 2 and for the  purposes of this
Agreement and Alliance's participation in the hereby contemplated  transactions,
the parties hereto agree as follows:

      3.1  The  definition  of "Shares" in the Recitals of the SPA shall reflect
           that 666,667 Shares are being purchased by Alliance.

      3.2  The  term  "Buyer"  referenced  in  Section  I of the SPA  under  the
           definition of "Steering Committee" shall be limited to SanDisk or any
           of its permitted assignees.

      3.3  The "purchase price" for the Shares to be purchased by Alliance which
           is  referenced  in  Section  2.2 of the SPA  shall  be $30 per  share
           representing an aggregate purchase price of $20,000,000.

      3.4  The  following  shall be added to the end of Section 2.4
           of the SPA:

           "Concurrently  with the execution of the Agreement  between  Alliance
           and the  Company,  TIC and  Alliance  will execute and enter into the
           Agreement in the form of Exhibit D attached hereto."

      3.5  The term "Buyer" referenced in the first sentence of Section 5.6.3 of
           the  SPA  shall  be  limited  to  SanDisk  or any  of  its  permitted
           assignees.

      3.6  The term "Buyer"  referenced  in Section  5.6.4.  of the
           SPA shall be limited to SanDisk or any of its  permitted
           assignees.

      3.7  In Section 5.7 of the SPA, the word "Alliance's,  " shall be inserted
           before the word "TIC's."

      3.8  Satisfaction  of the  condition  to Closing  set forth in Section 7.3
           shall  be  determined   exclusively   by  SanDisk  or  its  permitted
           assignees.

      3.9  The term  "Buyer"  referenced  in  Section  7.17 of the SPA  shall be
           limited to SanDisk or any of its permitted assignees.

      3.10 The  term  "Buyer"   referenced  in  Section  8,   inclusive  of  all
           subsections thereto, shall mean SanDisk and Alliance,  separately and
           not jointly,  as the case may be. For the  avoidance of all doubt,  a
           failure  on the part of  SanDisk or  Alliance  to satisfy  any of the
           conditions to closing thereto shall not entitle Tower to elect not to
           close the SPA with the other party.

      3.11 The terms  "Buyer"  and "Buyer  Indemnified  Persons"  referenced  in
           Section 10, inclusive of all subsections thereto,  shall mean SanDisk
           and Alliance, separately and not jointly, as the case may be.

      3.12 The term  "Buyer"  referenced  in  Section  11.2 of the SPA  shall be
           limited to SanDisk or any of its permitted assignees.

      3.13 The term  "Buyer"  referenced  in  Section  11.3 of the SPA  shall be
           limited to SanDisk or any of its permitted assignees.

      3.14 The term  "Buyer"  referenced  in  Section  11.4 of the SPA  shall be
           limited to SanDisk or any of its permitted assignees.

      3.15 The term "Buyer" referenced in the second sentence of Section 11.5 of
           the  SPA  shall  be  limited  to  SanDisk  or any  of  its  permitted
           assignees.

      3.16 The Company and SanDisk  have  amended  Section 11.7 of the SPA, by a
           Side Letter Agreement dated August 29, 2000,  restricting  certain of
           the pre-emptive rights set forth therein,  and Alliance hereby agrees
           to be subject to the terms of this amendment.

      3.17 The amount of "Shares"  referenced  in the Recitals of the APOA shall
           be adjusted to reflect the transactions contemplated hereby.

      3.18 The  amount of "A  Additional  Purchase  Obligations"  referenced  in
           Section 2.1.1 of the APOA and which are to be issued and delivered to
           Alliance  pursuant  to this  Agreement  shall be  1,833,335  Ordinary
           Shares.

      3.19 The "Exercise  Price" for the Additional  Purchase  Obligations to be
           purchased  by  Alliance  pursuant  to  the  APOA  shall  be  $30  per
           additional purchase obligation.

      3.20 Sections 2.12,  2.1.3 and 3.2.2 of the APOA and all references to the
           "B  Additional  Purchase  Obligations"  in  the  APOA  shall  not  be
           applicable to Alliance.

      3.21 Each Series A Additional  Purchase  Obligation  referenced in Section
           2.2 of the APOA shall  contain  Additional  Purchase  Obligations  to
           purchase  up to an  aggregate  of  366,667  Ordinary  Shares  of  the
           Company.

      3.22 The final form of Registration  Rights  Agreement shall be revised to
           reflect Alliance's participation in the transactions  contemplated by
           the  Registration  Rights  Agreement  on a pari passu  basis with the
           rights of SanDisk.

4. Additional  addresses for notices to be sent pursuant to Sections 12.4 of the
SPA and 8.4 of the APOA, shall be as follows:

      Alliance Semiconductor Corporation
      2575 Augustine Drive
      Santa Clara, California 95054
      Attn: Bradley Perkins
      Tel: (408) 855-4900
      Fax: (408) 855-4999

5. Concurrent  with the execution of this  Agreement,  the parties shall execute
and enter into the Foundry Agreement in the form of Exhibit C hereto.

6. Neither party may assign any of its rights under this  Agreement  without the
prior consent of the other  parties,  except that Alliance may assign any of its
rights under this Agreement to any wholly owned Subsidiary of Alliance or to any
Subsidiary which is wholly owned other than a nominal interest,  so long as such
ownership shall be maintained.  Additionally,  should  Alliance  reorganize into
separate  investment  and  manufacturing  Companies,  because of issues with the
United States  Investment  Company Act of 1940,  Company will allow  Alliance to
assign this Agreement,  as well as the other agreements between the parties,  to
the reorganized companies as necessary, as long as after such an assignment, the
Company will still be dealing with the same parties as it originally intended to
deal with. Subject to the two preceding sentences, this Agreement will apply to,
be binding in all respects  upon, and inure to the benefit of the successors and
permitted  assigns of the  parties.  Nothing  expressed  or  referred to in this
Agreement  will be  construed  to give any Person other than the parties to this
Agreement any legal or equitable right,  remedy,  or claim under or with respect
to this Agreement or any provision of this Agreement.  This Agreement and all of
its  provisions  and  conditions  are for the sole and exclusive  benefit of the
parties to this Agreement and their successors and assigns.

7.    This Agreement may be executed in one or more counterparts.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.

Alliance Semiconductor Corporation           Tower Semiconductor Ltd.

By:   /s/ N. Damodar Reddy                   By: /s/ Yoav Nissan-Cohen
      N. Damodar Reddy                        Yoav Nissan-Cohen
      President and CEO                       Title: Co-CEO