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                                                                  EXHIBIT 10.28


                      DATED THIS 06TH DAY OF NOVEMBER 1998





                                     BETWEEN



                    CHARTERED SEMICONDUCTOR MANUFACTURING LTD



                                       AND



                              OAK TECHNOLOGY, INC.





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


                           AMENDMENT AGREEMENT (NO. 3)
                                       TO
                     DEPOSIT AGREEMENT DATED 8 NOVEMBER 1995

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








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                           AMENDMENT AGREEMENT (NO. 3)

THIS AMENDMENT AGREEMENT (NO. 3) is made the 06th day of November 1998, 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 had entered into an Amendment Agreement (No. 1) dated
         25 September 1996 and subsequently into an Amendment Agreement (No. 2)
         dated 7 April 1997 to effect the suspension and variation of certain
         provisions of the Deposit Agreement upon the terms and conditions set
         out therein.

(C)      CSM and Customer are entering into this Amendment Agreement (No. 3) to
         supersede the Deposit Agreement and the Amendment Agreement (No. 2)
         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.       DEPOSIT AGREEMENT AND AMENDMENT AGREEMENT (NO. 2) SUPERSEDED

         With effect from the date of this Amendment Agreement (No. 3), the
         terms and conditions of the Deposit Agreement and Amendment Agreement
         (No. 2) shall be superseded by the terms and conditions of this
         Amendment Agreement (No. 3) and shall cease to have any force or
         effect.







2.       THE DEPOSIT

2.1      The Parties acknowledge that Customer has deposited with CSM the sum of
         US$4,000,000, of which the amount that has not yet been credited to
         Customer equals [US$3,511,350] (the "Deposit").


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2.2      Upon the expiry of the term of this Agreement or the earlier
         termination thereof in accordance with Clause 5 or Clause 6.2, CSM
         shall be entitled to retain for itself the balance of the Deposit which
         has not been credited to Customer, without interest.

3.       CUSTOMER LOADING COMMITMENT

3.1      Customer agrees to place purchase orders with CSM for such quantity of
         6-inch and 8-inch wafers for delivery during the calendar years set out
         below (the "Customer Loading Commitment"). The quantity of wafers for
         which orders are placed by Customer is hereinafter referred to as the
         "Customer Actual Loading".

<TABLE>
<CAPTION>

         ------------------------------------------------ --------- ---------- --------- ---------
         Year                                             1999      2000       2001      2002
         ------------------------------------------------ --------- ---------- --------- ---------
<S>                                                       <C>       <C>        <C>       <C>
         Customer Loading Commitment                      10        10         12        12
         (US$/millions)
         ------------------------------------------------ --------- ---------- --------- ---------

</TABLE>


3.2      The Customer Actual Loading for each calendar year during the term of
         this Agreement shall be equal to the Customer Loading Commitment. In
         addition, the year-to-year and month-to-month variation in the Customer
         Actual Loading shall not exceed 20% without the prior written approval
         of CSM.

3.3      With effect from a date to be agreed by the Parties, Customer shall
         provide to CSM no later than the 5th day of each month, its rolling
         6-monthly forecast of its monthly volume requirements for wafers for
         each relevant Customer integrated circuit product to be manufactured
         hereunder. The first 3 months of each 6-monthly forecast shall be
         backed by purchase orders for such first 3 months.

3.4      The sale of wafers by CSM to Customer, the capacity of which is made
         available to Customer under this Agreement, shall be governed by the
         terms and conditions of CSM's Manufacturing Agreement to be entered
         into by CSM and Customer (the "Manufacturing Agreement").





4.       SET OFF AND MAINTENANCE OF DEPOSIT

4.1      CSM shall be entitled to debit from and set-off against the Deposit, a
         wafer credit against the total net sales order of wafers sold to
         Customer per calendar year, calculated in accordance with this Clause
         4.

4.2      Within 30 days from the last day of each calendar year, CSM shall issue
         a credit note to Customer stating the amount of credits to be deducted
         against the Deposit.

         Notwithstanding the foregoing, Customer shall continue to pay CSM for
         all wafers manufactured for Customer and billed, in accordance with the
         terms of payment as stated ion CSM's tax invoices to Customer.

4.3      CSM's right of deduction and set-off pursuant to Clause 4.2 shall be in
         addition to CSM's right to claim any 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.


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4.4      For the period 01 JANUARY 1999 TO 31 DECEMBER 2002, if Customer fulfils
         the Customer Loading Commitment for the calendar year 1999, 2000, 2001
         and 2002, for every 6-inch and 8-inch wafer that CSM ships to Customer,
         Customer is entitled to a credit of 8% of the total net sales order of
         wafers for that calendar year.

         For the purpose of clarity, if CSM ships to Customer orders amounting
         to US$10,000,000 in calendar year 1999, Customer shall be entitled to a
         credit of US$800,000.

4.5      In no event shall the aggregate amount of the refund or wafer credits
         granted to Customer pursuant to this Clause 4 for the duration of this
         Agreement exceed the Deposit.

4.6      Customer shall not be permitted to rollover any portion of the wafer
         credit that was set aside for that calendar year, but was not credited.
         The maximum amount of wafer credit claimable by Customer per calendar
         year is set out in the table below. For the avoidance of doubt, any
         unused credit set aside for any calendar year shall be cancelled and
         forfeited.





<TABLE>
<CAPTION>


         ------------------------------------------------ --------- ---------- --------- ---------
         Year                                             1999      2000       2001      2002
         ------------------------------------------------ --------- ---------- --------- ---------
<S>                                                       <C>       <C>        <C>       <C>  
         Maximum Wafer Credit                             0.800     0.800      0.960     0.960
         @ 8% of Customer Loading Commitment
         (US$/millions)
         ------------------------------------------------ --------- ---------- --------- ---------

</TABLE>


5.       TERM AND TERMINATION

5.1      The term of this Agreement shall expire on 31 December 2002 and may be
         earlier terminated in the following events:-

         (a)      At the option of CSM, in the event that the Customer Actual 
                  Loading is in aggregate less than 50% of the Customer Loading
                  Commitment for 12 consecutive calendar months;

         (b)      At the option of Customer, in the event that CSM fails to 
                  deliver to Customer in aggregate at least 50% of the Customer
                  Actual Loading for 12 consecutive calendar months;

         (c)      At the option of either Party, in any of the following 
                  events:-

                  (i)      the inability of the other Party to pay its debts
                           in the normal course of business; or

                  (ii)     the other Party ceasing or threatening to cease 
                           wholly or substantially to carry on its business,
                           otherwise than for the purpose of a reconstruction
                           or amalgamation without insolvency; or


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                  (iii)    any encumbrance taking possession of or a receiver, 
                           manager, trustee or judicial manager being appointed 
                           over the whole or any substantial part of the 
                           undertaking, property or assets of the other 
                           Party; or

                  (iv)     the making of an order by a court of competent 
                           jurisdiction or the passing of a resolution for the
                           winding-up of the other Party or any company 
                           controlling the other Party, otherwise than for 
                           the purpose of a reconstruction or amalgamation 
                           without insolvency.



5.2      Termination of the Agreement pursuant to Clause 5.1 shall take effect
         immediately upon the issue of a written notice to that effect by the
         Party terminating the Agreement to the other. The termination of this
         Agreement howsoever caused shall be without prejudice to any
         obligations or rights of either Party which have accrued prior to such
         termination and shall not affect any provision of this Agreement which
         is expressly or by implication provided to come into effect on or to
         continue in effect after such termination.

6.       FORCE MAJEURE

6.1      Customer's obligation to place purchase orders in accordance with the
         terms of this Agreement shall be suspended upon the occurrence of a
         force majeure event such as act of God, flood, earthquake, fire,
         explosion, act of government, war, civil commotion, insurrection,
         embargo, riots, lockouts, labour disputes affecting CSM or Customer, as
         the case may be, for such period as such force majeure event may
         subsist. Upon the occurrence of a force majeure event, the affected
         Party shall notify the other Party in writing of the same and shall by
         subsequent written notice after the cessation of such force majeure
         event inform the other Party of the date on which that Party's
         obligation under this Agreement shall be reinstated.

6.2      Notwithstanding anything in this Clause 6, upon the occurrence of a
         force majeure event affecting either Party, and such force majeure
         event continues for a period exceeding 6 consecutive months, the other
         Party shall have the option, in its sole discretion, to terminate this
         Agreement. Such termination shall take effect immediately upon the
         written notice to that effect from the other Party to the Party
         affected by the force majeure event.

7.       WARRANTY AND INDEMNITY

7.1      Customer warrants that it has the right to use and license the use of
         the design and processes provided by Customer or required for the
         production of Customer's products under this Agreement and the
         Manufacturing Agreement (when signed by the Parties) and hereby grants
         to CSM the right to use the aforesaid design and processes for the
         performance of its obligations under this Agreement and the Manufacture
         Agreement.

7.2      Customer shall indemnify, hold harmless and defend CSM against any
         claims that Customer's products or a process or design licensed from or
         otherwise provided by Customer and used by



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         CSM for the performance of its obligations under this Agreement is an
         infringement of any letters patent or other intellectual property
         rights, including, without limitation, any infringement based on
         specifications furnished by Customer or resulting from the use of any
         equipment or process specified by Customer.

7.3      CSM shall notify Customer of any claim of infringement or of
         commencement of any suit, action, or proceedings alleging infringement
         of any intellectual property rights of any third party forthwith after
         receiving notice thereof. Customer shall have the right in its sole
         discretion and at its expense to participate in the defence of any such
         claim, suit, action or proceedings and in any and all negotiations with
         respect thereto.

7.4      CSM shall indemnify, hold harmless and defend Customer against any
         claims that the wafers manufactured by CSM pursuant to this Agreement
         using manufacturing processes provided by CSM for the performance of
         its obligations under this Agreement is an infringement of any letters
         patent or other intellectual property rights of any third party.

7.5      Customer shall notify CSM of any claim of infringement or of
         commencement of any suit, action, or proceedings alleging infringement
         of any intellectual property rights of any third party forthwith after
         receiving notice thereof. CSM shall have the right in its sole
         discretion and at its expense to participate in the defence of any such
         claim, suit, action or proceedings and in any and all negotiations with
         respect thereto.

7.6      CUSTOMER'S AGGREGATE CUMULATIVE LIABILITY TO CSM ARISING OUT OF THE
         INDEMNIFICATION UNDER THIS CLAUSE 7 SHALL NOT EXCEED 5 PERCENT (5%) OF
         THE TOTAL AMOUNT RECEIVED BY CSM FROM CUSTOMER IN RESPECT OF THE SALE
         OF WAFERS BY CSM TO CUSTOMER. CSM'S AGGREGATE CUMULATIVE LIABILITY TO
         CUSTOMER ARISING OUT OF THE INDEMNIFICATION UNDER THIS CLAUSE 13 SHALL
         NOT EXCEED 5 PERCENT (5%) OF THE TOTAL AMOUNT RECEIVED BY CSM FROM
         CUSTOMER IN RESPECT OF THE SALE OF WAFERS BY CSM TO CUSTOMER. THE
         FOREGOING STATES EACH PARTY'S ENTIRE LIABILITY AND OBLIGATION (EXPRESS,
         IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY
         INFRINGEMENT OR CLAIMS THEREFOR REGARDING ANY OF THE WAFERS
         MANUFACTURED OR SOLD OR TECHNOLOGY USED PURSUANT TO THIS AGREEMENT.





8.       CONFIDENTIALITY

8.1      All Confidential Information shall be kept confidential by the
         recipient unless or until the recipient Party can reasonably
         demonstrate that any such Confidential Information is, or part of it
         is, in the public domain through no fault of its own, whereupon to the
         extent that it is in the public domain or is required to be disclosed
         by law this obligation shall cease. For the purposes of this Agreement,
         "Confidential Information" shall mean all communications between the
         Parties, and all information and other materials supplied to or
         received by either of them from the other (a) prior to or on the date
         of this Agreement whether or not marked confidential; (b) after the
         date of this Agreement which is marked confidential with an appropriate
         legend, marking, stamp or other obvious written identification by the
         disclosing Party, and (c) all information concerning the business
         transactions and the financial arrangements of the Parties with any
         person with whom any of them is in a confidential relationship with
         regard to the matter in question coming to the knowledge of the
         recipient.



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8.2      The Company and the Parties and shall take all reasonable steps to
         minimise the risk of disclosure of Confidential Information, by
         ensuring that only they themselves and such of their employees and
         directors whose duties will require them to possess any of such
         information shall have access thereto, and will be instructed to treat
         the same as confidential.

8.3      The obligation contained in this Clause shall endure, even after the
         termination of this Agreement, for a period of 5 years from the date of
         receipt of the Confidential Information except and until such
         Confidential Information enters the public domain as set out above.

9.       NOTICES

9.1      ADDRESSES

         All notices, demands or other communications required or permitted to
         be given or made under or in connection with this Agreement shall be in
         writing and shall be sufficiently given or made (a) if delivered by
         hand or commercial courier or (b) sent by pre-paid registered post or
         (c) sent by legible facsimile transmission (provided that the receipt
         of such facsimile transmission is confirmed and a copy thereof is sent
         immediately thereafter by pre-paid registered post) addressed to the
         intended recipient at its address or facsimile number set out below. A
         Party may from time to time notify the other of its change of address
         or facsimile number in accordance with this Clause.



CSM
         No. 60 Woodlands Industrial Park D
         Street 2, Singapore 738406
         Facsimile no: (65) 3622909
         Attn:    Legal Department

         CUSTOMER
         139 Kifer Court
         Sunnyvale CA 94086,
         United States of America
         Facsimile no: (408) 737 3838
         Attn:    Mr David D. Tsang
                  President

9.2      DEEMED DELIVERY

         Any such notice, demand or communication shall be deemed to have been
         duly served (a) if delivered by hand or commercial courier, or sent by
         pre-paid registered post, at the time of delivery; or (b) if made by
         successfully transmitted facsimile transmission, at the time of
         dispatch (provided that the receipt of such facsimile transmission is
         confirmed and that immediately after such dispatch, a copy thereof is
         sent by pre-paid registered post.

10.      WAIVER AND REMEDIES

10.1     No delay or neglect on the part of either Party in enforcing against
         the other Party any term or condition of this Agreement or in
         exercising any right or remedy under this Agreement shall either be or
         be deemed to be a waiver or in any way prejudice any right or remedy of
         that Party under this Agreement.



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10.2     No remedy conferred by any of the provisions of this Agreement is
         intended to be exclusive of any other remedy which is otherwise
         available at law, in equity, by statute or otherwise and each and every
         other remedy shall be cumulative and shall be in addition to every
         other remedy given hereunder or now or hereafter existing at law, in
         equity, by statute or otherwise. The election of any one or more of
         such remedies by either of the Parties hereto shall not constitute a
         waiver by such Party of the right to pursue any other available remedy.

10.3     For the avoidance of doubt, nothing in this Agreement shall affect the
         rights which have accrued to either Party since the date of this
         Agreement.




11.      SEVERANCE

         If any provision or part of this Agreement is rendered void, illegal or
         unenforceable in any respect under any enactment or rule of law, the
         validity, legality and enforceability of the remaining provisions shall
         not in any way be affected or impaired thereby.

12.      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between CSM and
         Customer with respect to the subject matter hereof and shall supersede
         all previous agreements and undertakings between Parties.

14.      GOVERNING LAW

         This 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.




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



/s/ David D. Tsang
-----------------------------------------
Name:  David D. Tsang
Title: CEO
For and on behalf of 
OAK TECHNOLOGY, INC.






/s/ Rob Baxter
-----------------------------------------
Name:  Rob Baxter
Title: Senior Vice President
For and on behalf of
CHARTERED SEMICONDUCTOR MANUFACTURING LTD