ALLIANCE SEMICONDUCTOR CORP /DE/
ALLIANCE VENTURES II, LP - PARTNERSHIP AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>ALLIANCE VENTURES II, LP - PARTNERSHIP AGREEMENT
<TEXT>

                                   AGREEMENT
                             OF LIMITED PARTNERSHIP

THIS AGREEMENT of limited partnership  ("Agreement") is dated as of November 12,
1999 among Alliance  Venture  Management,  LLC, a California  limited  liability
company ("General  Partner"),  Alliance  Semiconductor  Corporation,  a Delaware
corporation ("Alliance") and the limited partners ("Limited Partners") listed in
Schedule I attached  hereto  (General  Partner  and the Limited  Partners  being
herein  collectively  called the  "Partners").  Capitalized  terms not otherwise
defined shall have the meanings ascribed to such terms in Section 2.1.

THE PARTIES AGREE AS FOLLOWS:

1.    GENERAL PROVISIONS

1.1   FORMATION
      The Partners  hereby agree to form a limited  partnership  ("Partnership")
      pursuant to and in accordance with the California  Revised Uniform Limited
      Partnership Act ("California Partnership Act").

1.2   NAME
      The name of the Partnership  will be "Alliance  Ventures II, L.P." or such
      other  name  or  names  as the  General  Partner  may  from  time  to time
      designate.

1.3   PURPOSE
      The  Partnership is organized for the object and purpose of making venture
      capital  investments in private  companies,  managing and supervising such
      investments  and  engaging  in such  activities  incidental  or  ancillary
      thereto as the General  Partner deems  necessary or  advisable,  provided,
      however,  that the  Partnership  shall not engage in any activity that for
      United States income tax purposes  would  constitute a United States trade
      or business.

1.4   PLACE OF BUSINESS
      The Partnership will maintain an office and principal place of business in
      Santa  Clara,  California  or at such other place or places as the General
      Partner may from time to time designate.


2.    DEFINITIONS; DETERMINATIONS; CAPITAL CONTRIBUTIONS;
      CAPITAL ACCOUNTS

2.1   DEFINITIONS
      For purposes of this Agreement the following  capitalized terms shall have
      the meanings set forth below:

      2.1.1ADDITIONAL LIMITED PARTNERS has the meaning set forth in Section 6.5.

      2.1.2ALLIANCE  FUND  means any of  Alliance  Ventures  I,  L.P.,  Alliance
           Ventures  II,  L.P.  and each  private  venture  capital  equity fund
           hereafter  sponsored by the General  Partner,  and the ALLIANCE FUNDS
           means all of such funds, collectively.

      2.1.3APPLICABLE  LAW means ERISA or any federal or state law applicable to
           public pension plans or any  regulation,  case law or  administrative
           ruling relating thereto.

      2.1.4BASIS of any security  means the basis of such security as determined
           in  accordance  with  the  Code  less the  amount  of any  write-down
           pursuant to Section 2.1.39.3 of the definition of Realized Investment
           Loss (as the case may be) and as  further  adjusted  to  reflect  the
           effects of any transaction described in Section 2.2.1.

      2.1.5CALIFORNIA PARTNERSHIP ACT has the meaning set forth in Section 1.1.

      2.1.6CAPITAL ACCOUNT has the meaning set forth in Section 2.4.

      2.1.7CAPITAL CALL NOTICE has the meaning set forth in Section 2.3.1.

      2.1.8CAPITAL  CONTRIBUTION of any Partner means the amount received by the
           Partnership from such Partner pursuant to its Commitment.

      2.1.9CARRIED  INTEREST  means the General  Partner's  15%  interest in the
           Partnership's  Net Profits from  Portfolio  Investments  and Net Loss
           from Portfolio  Investments allocated to the General Partner pursuant
           to Sections 2.4.3.2 and 2.4.4.2.

      2.1.10 CODE means the Internal  Revenue Code of 1986,  as in effect on the
           date hereof and, at the discretion of the General Partner,  including
           any such  amendment  thereto which does not change the economic terms
           hereof.

      2.1.11 COMMITMENT with respect to each Partner means the aggregate  amount
           of cash agreed to be  contributed  as capital to the  Partnership  by
           such Partner as  specified in Schedule I attached  hereto as the same
           may be modified from time to time under the terms of this Agreement.

      2.1.12 CURRENT  INCOME means all interest and dividend  income  (including
           original  issue   discount  and  payment  of  in-kind   income)  from
           investments (other than Short-Term Investments).

      2.1.13    DEFAULTING  PARTNER  has the  meaning  set forth in  Section
           6.10.

      2.1.14    EFFECTIVE DATE means November 12, 1999.

      2.1.15 ERISA means the Employee Retirement Income Security Act of 1974, as
           amended from time to time.

      2.1.16    EXCESS  LOSSES  has the  meaning  given such term in Section
           2.4.5.

      2.1.17 FAIR VALUE CAPITAL  ACCOUNTS means the Partners'  Capital  Accounts
           computed in  accordance  with Section 2.3, but treating each security
           owned  by  the  Partnership  as if,  on the  date  as of  which  such
           computation is being made, such security had been sold at its "value"
           (determined  in accordance  with Section 9) and any resulting gain or
           loss  had  been  allocated  to  the  Partners'  Capital  Accounts  in
           accordance with Section 2.4.

      2.1.18    INDEMNIFYING  PARTNER  has the  meaning set forth in Section
           6.7.

      2.1.19 LIMITED  PARTNERS  means the Persons listed in Schedule I hereto in
           their capacity as limited partners of the Partnership (including each
           Person  admitted to the  Partnership in accordance  with Section 6.5)
           and  each   Additional   Limited  Partner  who  is  admitted  to  the
           Partnership as a substitute  limited partner pursuant to Section 6.2,
           so long as each such Person  continues to be a limited partner of the
           Partnership hereunder.

      2.1.20 MANAGEMENT  AGENT means  Alliance  Venture  Management,  LLC or any
           other  party  (which  may be the  General  Partner  or a  partner  or
           affiliate thereof) selected by the General Partner to act as agent of
           the  Partnership   with  respect  to  managing  the  affairs  of  the
           Partnership.

      2.1.21    MANAGEMENT FEE has the meaning set forth in Section 4.2.

      2.1.22    NMS means the National  Association  of  Securities  Dealers
           Automated Quotation System, National Market System.

      2.1.23 NET LOSS FROM PORTFOLIO INVESTMENTS for any period means the excess
           of (x) the sum of all the Partnership's  Realized Investment Loss and
           Partnership  Expenses  Allocable  to Portfolio  Investments  for such
           period over (y) the sum of all of the  Partnership's  Current  Income
           plus Realized Investment Gain for such period.

      2.1.24 NET PROFITS  FROM  PORTFOLIO  INVESTMENTS  for any period means the
           excess of (x) the sum of all of the Partnership's Current Income plus
           Realized  Investment Gain for such period over (y) the sum of all the
           Partnership's  Realized  Investment  Loss  and  Partnership  Expenses
           Allocable to Portfolio Investments for such period.

      2.1.25 OPINION OF LIMITED PARTNER'S COUNSEL means a written opinion of any
           counsel selected by a Limited Partner which counsel and opinion shall
           be reasonably acceptable in form and substance to the General Partner
           in its sole discretion.

      2.1.26 OPINION OF THE  PARTNERSHIP'S  COUNSEL  means an opinion of counsel
           selected by the General Partner and reasonably  acceptable (by reason
           of  experience  in the area of law  involved) to the Limited  Partner
           affected  by such  opinion  or, if more than one  Limited  Partner is
           affected by such opinion, Limited Partner(s) holding one-third of the
           Limited Partner Interests so affected.

      2.1.27 ORGANIZATIONAL  EXPENSES means the reasonable expenses  (including,
           without limitation,  travel,  printing, legal and accounting fees and
           expenses) incurred in connection with the organization and funding of
           the Partnership and the General Partner.

      2.1.28 PARTNER  INTEREST means a Partner's total ownership and interest in
           the  Partnership   based  upon  such  Partner's   aggregate   Capital
           Contributions relative to the Capital Contributions of all Partners.

      2.1.29    PARTNERSHIP  EXPENSES means Partnership  Expenses  Allocable
           to Portfolio  Investments and Partnership  Expenses Not Allocable
           to Portfolio Investments.

2.1.30     PARTNERSHIP  EXPENSES  ALLOCABLE TO PORTFOLIO  INVESTMENTS  means all
           costs and expenses directly relating to any Portfolio  Investment (to
           the  extent  not  borne  or  reimbursed  by a  Portfolio  Company)  ,
           including, but not limited to:

           2.1.30.1 all costs and expenses  attributable to acquiring,  holding,
                monitoring  and  disposing  of  the  Partnership's   investments
                (including,  but  not  limited  to,  registration  expenses  and
                brokerage, finders', custodial and other fees);

           2.1.30.2 legal,  accounting,  auditing  and other  fees and  expenses
                directly relating to specific Portfolio Investments  (including,
                but  not  limited  to,  expenses  associated  with  negotiating,
                consummating,  monitoring  and  disposing  of the  Partnership's
                investments); and

           2.1.30.3 extraordinary  expenses of the Partnership directly relating
                to specific Portfolio  Investments  (including,  but not limited
                to, litigation and indemnification costs and expenses, judgments
                and   settlements),   but  not  including  the  Management  Fee,
                Organizational  Expenses and those expenses described in Section
                4.1 as payable by the Management Agent.

      2.1.31 PARTNERSHIP  EXPENSES NOT ALLOCABLE TO PORTFOLIO  INVESTMENTS means
           all costs and expenses relating to the  Partnership's  activities and
           business  other than  Partnership  Expenses  Allocable  to  Portfolio
           Investments, including, but not limited to:

           2.1.31.1 legal,  accounting,  auditing  and other  fees and  expenses
                (including,  but not limited to,  expenses  associated  with the
                preparation of Partnership financial statements, tax returns and
                forms K-1);

           2.1.31.2  extraordinary  expenses  of the  Partnership  not  directly
                relating to specific Portfolio Investments  (including,  but not
                limited to, litigation and  indemnification  costs and expenses,
                judgments and settlements); and

           2.1.31.3  the  Management  Fee,  but  not  including   Organizational
                Expenses and those expenses  described in Section 4.1 as payable
                by the Management Agent.

      2.1.32  PAYOUT  with  respect  to  each  Limited  Partner  (other  than  a
           Defaulting  Partner)  means the time when such  Limited  Partner  has
           received cumulative distributions from the Partnership (regardless of
           the source or character  thereof) in an amount equal to its aggregate
           Capital Contributions. If a distribution of cash or securities causes
           the Partnership to reach and exceed Payout, the portion of the amount
           distributed  which was  necessary  to reach  Payout will be deemed to
           have been distributed before Payout, and any remaining amount will be
           deemed to have been distributed after Payout.

      2.1.33 PERSON  means an  individual,  a  partnership,  a  corporation,  an
           association,  a joint stock company,  a trust,  a joint  venture,  an
           unincorporated   organization  and  a  governmental   entity  or  any
           department, agency or political subdivision thereof.

      2.1.34 PORTFOLIO COMPANY means any company in which the Partnership has an
           investment  (excluding  for such  purposes  Holdback  Securities or a
           Short-Term Investment).

      2.1.35    PORTFOLIO COMPANY FEES means:

           2.1.35.1 all compensation (whether in cash or securities) directly or
                indirectly received by the General Partner, any of its managers,
                any  employee or agent of the General  Partner,  the  Management
                Agent  or any  affiliate,  principal,  employee  or agent of the
                Management Agent (but excluding any amount received by a manager
                of the  General  Partner)  acting,  directly or  indirectly,  on
                behalf of the Partnership from any Portfolio Company, whether as
                director fees,  management  fees,  consultant fees or investment
                banking fees; and

           2.1.35.2 all breakup fees,  litigation  proceeds or  commitment  fees
                received  by the  General  Partner or any of its  managers  from
                transactions  not  consummated by the Partnership (in each case,
                net of all amounts  necessary to reimburse the General  Partner,
                each of its managers,  the Management  Agent and any employee or
                agent  of the  Management  Agent  for  all  costs  and  expenses
                incurred  by any of  them  in  connection  with  consummated  or
                unconsummated  transactions or in connection with generating any
                such fees and not previously reimbursed),

           but not including any amount received by the General Partner,  any of
           its managers,  members,  employees or agents from Portfolio Companies
           as reimbursement for out-of-pocket  expenses directly related to such
           Portfolio Companies.

      2.1.36 PORTFOLIO INVESTMENTS means any investments held by the Partnership
           other than Short-Term Investments.

      2.1.37 PRIME RATE means,  on any date, a variable  rate per annum equal to
           the rate of interest published,  from time to time by the Wall Street
           Journal as the "prime rate" at large U.S. money center banks.

      2.1.38    REALIZED INVESTMENT GAIN means:

           2.1.38.1  the  excess,  if  any,  of  the  proceeds  from  the  sale,
                redemption or other  disposition  of any  Portfolio  Investments
                over the Basis of such Portfolio Investments; and

           2.1.38.2 the excess, if any, of the value (as determined  pursuant to
                Section  8) of  any  Portfolio  Investments  distributed  to the
                Partners over the Basis of such Portfolio Investments.

      2.1.39    REALIZED INVESTMENT LOSS means:

           2.1.39.1 the  deficiency,  if any,  of the  proceeds  from the  sale,
                redemption  or other  disposition  of Portfolio  Investments  as
                compared to the Basis of such Portfolio Investments;

           2.1.39.2 the deficiency, if any, of the value (as determined pursuant
                to Section 9) of any Portfolio  Investments  distributed  to the
                Partners as compared to the Basis of such Portfolio Investments;
                and

           2.1.39.3 the amount,  as determined by the General Partner,  by which
                Portfolio  Investments  have  permanently  declined  in value as
                compared to the Basis of such Portfolio Investments.

      2.1.40    SECURITIES ACT means the Securities Act of 1933, as amended.

      2.1.41 SHORT-TERM  INVESTMENT INCOME means the income earned on Short-Term
           Investments,   including  any  gains  and  net  of  any  losses  from
           dispositions of Short-Term  Investments and also net of any costs and
           expenses directly attributable thereto.

      2.1.42  SHORT-TERM   INVESTMENTS  means  commercial  paper,   governmental
           obligations,  money market  instruments,  certificates of deposit and
           other  similar  obligations  and  securities,  in each case  having a
           maturity  of  one  year  or  less  at the  time  of  purchase  by the
           Partnership.

      2.1.43 TAX DISTRIBUTIONS  means  distributions made to the General Partner
           with  respect  to a fiscal  year  equal to the  amount  by which  the
           General Partner's cumulative estimated tax liabilities for the fiscal
           year and all prior  fiscal  years  exceeds  the  aggregate  amount of
           distributions made to the General Partner:

           2.1.43.1 with respect to all prior fiscal years; and

           2.1.43.2 with  respect to the current  fiscal year under  Section
                3.2.1.

           For this  purpose,  the General  Partner's  cumulative  estimated tax
           liabilities  means the product of the  aggregate  amount by which the
           Net  Profits  from  Portfolio  Investments  included  in the  Carried
           Interest exceeds the Net Losses from Portfolio  Investments  included
           in the Carried Interest,  times the highest marginal  federal,  state
           and  local  tax  rates  applicable  to any of the  General  Partner's
           members and former members.

      2.1.44 TAX EXEMPT  PARTNER means any Limited  Partner which is exempt from
           income taxation under ss.501(a) of the Code.

      2.1.45 UBTI means unrelated  business  taxable income as defined in ss.512
           and ss.514 of the Code.

2.2   DETERMINATIONS

      2.2.1An  "exchange  of  securities"  will be  treated  as a sale if  under
           generally  accepted  accounting  principles the Partnership  realizes
           gain or loss on  such  exchange,  in  which  case  the  Basis  of the
           securities  received  in  the  exchange  will  be  adjusted  to  take
           cognizance of the gain or loss from such exchange.

      2.2.2Any determination to be made based upon a specified proportion of the
           "Limited Partner Interests" shall be based upon the Limited Partners'
           Capital  Contributions  (less  amounts  returned  pursuant to Section
           2.3.2),  excluding,  for purposes of any Applicable  Section (as such
           term is  defined in Section  6.9  below)  and any vote,  approval  or
           consent  to the  removal  of the  General  Partner  or any  successor
           thereto and the appointment of any general partner of the Partnership
           under  applicable  law for which an election  was made under  Section
           6.9,  that portion of each Limited  Partner's  Capital  Account which
           represents each such Limited  Partner's Excess Interest (as such term
           is  defined in  Section  6.9);  provided  that for  purposes  of this
           Section 2.2.2 and except as set forth in Section 12.1, interests held
           by a Defaulting Partner shall be disregarded.

2.3   CAPITAL CONTRIBUTION COMMITMENT

      2.3.1Each Partner agrees to make cash  contributions  (pro rata based upon
           the  Partners'   respective   Commitments)  to  the  capital  of  the
           Partnership  in the  aggregate  amount  equal  to its  Commitment  by
           contributing  installments in cash as follows:  50% of its Commitment
           on the Effective  Date and  thereafter,  upon at least 30 days notice
           ("Capital Call Notice").  Each Capital  Contribution  will be made by
           delivery of a check made payable to the  Partnership or by means of a
           wire  transfer  of  funds to an  account  designated  by the  General
           Partner.

      2.3.2The  General  Partner  may  cause  the  Partnership  to return to the
           Partners  all  or any  portion  of any  Capital  Contribution  to the
           Partnership  which is not invested in a Portfolio  Company or used to
           pay   Partnership    Expenses   (including    Management   Fees)   or
           Organizational  Expenses.  Each such return of Capital  Contributions
           shall be made pro rata among all Partners in the same  proportion  as
           the  Partners  made such Capital  Contributions  and, so long as such
           Capital  Contributions  are returned to the Partners on or before the
           120th day following the date such Capital  Contributions were due (as
           set forth in the Capital  Call Notice  pursuant to which such Capital
           Contributions  were made by the  Partners to the  Partnership),  such
           returned  Capital  Contributions  may be called  again by the General
           Partner  according to the  provisions  of this Section 2.3 as if such
           returned Capital Contributions had not been previously called.

2.4   CAPITAL ACCOUNTS
      A capital account ("Capital Account") will be established for each Partner
      on the books of the Partnership and will be adjusted as follows:

      2.4.1CAPITAL CONTRIBUTIONS
           A Partner's Capital  Contribution will be credited to its Capital
           Account when received by the Partnership;

      2.4.2SHORT-TERM INVESTMENT INCOME
           Except as otherwise  provided in 2.4.5 below,  Short-Term  Investment
           Income  earned in each  quarterly  period  will be  credited  to, and
           Short-Term Investment Loss for each quarterly period shall be debited
           against,  the Capital  Accounts of the Partners pro rata according to
           their respective Partner Interests;

      2.4.3NET PROFITS FROM PORTFOLIO INVESTMENTS
           Except as otherwise  provided in 2.4.5 below, for any period in which
           the Partnership has Net Profits from Portfolio Investments,  such Net
           Profits from Portfolio Investments shall be credited:

           2.4.3.1   85% to the Capital  Accounts of the  Partners  pro rata
                according to their respective Partner Interests; and

           2.4.3.2   15% to the Capital Account of the General Partner;

      2.4.4NET LOSS FROM PORTFOLIO INVESTMENTS
           Except as otherwise  provided in 2.4.5 below, for any period in which
           the  Partnership  has Net Loss from Portfolio  Investments,  such Net
           Loss from Portfolio Investments shall be debited:

           2.4.4.1   85% against the Capital  Accounts of all  Partners  pro
                rata according to their respective Partner Interests; and

           2.4.4.2   15%  against   the  Capital   Account  of  the  General
                Partner;

      2.4.5SPECIAL GENERAL PARTNER ALLOCATIONS
           Notwithstanding  anything  in this  Section  2.4,  if at any time the
           General  Partner's  Capital  Account is reduced to zero,  100% of Net
           Loss  from  Portfolio   Investments,   Organizational   Expenses  and
           Partnership Expenses Not Allocable to Portfolio  Investments ("Excess
           Losses") will be debited against the Capital  Accounts of the Limited
           Partners pro rata according to their  respective  Partner  Interests.
           With respect to each quarterly  period  thereafter 100% of Short-Term
           Investment Income and Net Profits from Portfolio  Investments will be
           credited  to  the  Capital   Accounts  of  the  Limited  Partners  in
           proportion to their respective  Partner  Interests,  until the Excess
           Losses have been recouped (i.e., an amount has been allocated 100% to
           the Limited  Partners equal to the amount of the Excess  Losses),  at
           which time the  allocations of Short-Term  Investment  Income and Net
           Profits  from  Portfolio  Investments  set  forth in 2.4.2  and 2.4.3
           above, respectively, will be reinstated;

      2.4.6PARTNERSHIP   EXPENSES  NOT   ALLOCABLE   TO  PORTFOLIO   INVESTMENTS
           Partnership  Expenses Not Allocable to Portfolio  Investments will be
           debited  against the Capital  Accounts of Partners pro rata according
           to their  respective  Partner  Interests.  If  Limited  Partners  are
           admitted  subsequent to the formation of the Partnership  pursuant to
           Section 6.5, the allocation of Organization  Expenses and Partnership
           Expenses Not Allocable to Portfolio  Investments  will be adjusted as
           if the  subsequently  admitted  Limited Partners had been admitted at
           the time of formation,  except that the amount of interest  described
           in Section 6.5 will be credited to and,  upon payment  thereof to the
           Management   Agent,   debited  from  the  Capital  Accounts  of  such
           Additional Limited Partners;

      2.4.7ORGANIZATIONAL EXPENSES
           Organizational  expenses  will be  debited  against  the  Capital
           Account of Alliance;

      2.4.8DISTRIBUTIONS  DEBITED AGAINST CAPITAL ACCOUNT Any amount distributed
           to a Partner will be debited against such Partner's  Capital Account.
           The General Partner  normally will adjust the  Partnership's  Capital
           Accounts  at the end of each  quarterly  period,  but may adjust them
           more  often  if a new  Partner  is  admitted  to the  Partnership  or
           circumstances  otherwise  make it advisable in the General  Partner's
           judgment;

      2.4.9DISTRIBUTIONS IN KIND
           If any  securities  are to be  distributed in kind to the Partners as
           provided  in Section 3, such  securities  will first be written up or
           down to their  value (as  determined  pursuant to Section 8 as of the
           date of such distribution), thus creating Realized Investment Gain or
           Realized  Investment  Loss  (if any) , which  shall be  allocated  in
           accordance with Section 2.4 to the Capital  Accounts of the Partners,
           and  upon  the  distribution  of  such  securities  to  such  Limited
           Partners,   the  value  of  such  securities  shall  be  debited,  in
           accordance with Section 2.4, to the Capital Accounts of the Partners.




<PAGE>


3.    DISTRIBUTIONS

3.1   DISTRIBUTION POLICY
      The General Partner may in its sole discretion make  distributions of cash
      or securities at any time and from time to time; provided,  however,  that
      no  securities  will be  distributed  in kind to the  Partners  until  the
      earlier to occur of:

      3.1.1such time as such securities may be sold by or for the account of any
           Partner pursuant to Rule 144 promulgated under the Securities Act, or
           any successor rule; or

      3.1.2the final  distribution  of the assets of the  Partnership to the
           Partners pursuant to Section 7.4.

3.2   CASH DISTRIBUTION
      At any time when Payout is not achieved,  all  distributions of cash shall
      be made to the Partners pro rata  according  to their  Partner  Interests,
      except  that the  General  Partner  shall also be  entitled to receive Tax
      Distributions.  At any time when Payout is achieved,  all distributions of
      cash shall be made to the Partners in the following priority:

      3.2.1First, 100% of each distribution shall be made to the General Partner
           until the General Partner has received distributions pursuant to this
           Section 3.2.1, or as Tax Distributions,  in aggregate amount equal to
           15% of Net Profits from Portfolio Investments for the period from the
           Effective Date to the date of such distribution; and

      3.2.2Second, after the required distribution pursuant to 3.2.1 above, each
           distribution will be made to all Partners pro rata according to their
           respective Capital Accounts;

      provided that the amount  distributed  to the General  Partner (other than
      Tax  Distributions)  shall in no event cause the General Partner's Capital
      Account  to be  reduced  below  zero  and  that  any  amount  which is not
      distributed  to the General  Partner  because of this  provision  shall be
      distributed to the Limited Partners pro rata according to their respective
      Partner Interests.

3.3   DISTRIBUTIONS IN KIND

      3.3.1Subject to the terms of Sections 3.3.2 and 7.4, all  distributions of
           securities shall be made as follows:

           3.3.1.1 First,  such  securities  will be distributed to the Partners
                pro rata according to their Partner Interests until an amount of
                such  securities has been  distributed to the Partners as has an
                aggregate  value, as determined  pursuant to Section 8, equal to
                the  Partnership's  Basis (as determined in accordance  with the
                Code and as adjusted  to reflect the effects of any  transaction
                described in 2.2.2.1) in the total amount of such property to be
                distributed to the Partners pursuant to this Section 3.3.1.1 and
                3.3.1.2 below,  plus all Management Fees paid by the Partnership
                (to the extent not previously reimbursed);

           3.3.1.2 Second, such securities will be distributed to Alliance until
                an amount of such securities has been distributed to Alliance as
                has an aggregate value equal to the Organizational Expenses paid
                by Alliance (to the extent not previously reimbursed); and

           3.3.1.3  Third,  such  securities  will  be  distributed  85%  to the
                Partners pro rata  according  to their  Partner  Interests  and,
                subject to 3.3.2 below, and 15% to the General Partner.

      3.3.2At any time when Payout is not achieved,  unless  otherwise agreed by
           the General Partner, the Partnership shall not deliver to the General
           Partner,  but rather will hold for the benefit of the General Partner
           and as security for the obligations of the General  Partner  pursuant
           to Section 7.3.3, all property  otherwise to be distributed  pursuant
           to 3.3.1.2 above ("Holdback Securities");  provided that at such time
           as Payout is achieved,  the Partnership will immediately  deliver all
           Holdback  Securities  to the  General  Partner.  Notwithstanding  the
           foregoing,  for  all  purposes  of  this  Agreement,   such  Holdback
           Securities  will be deemed to have been  distributed  to the  General
           Partner.  Accordingly,  e.g.,  the  Capital  Account  of the  General
           Partner will be reduced by the value of the Holdback  Securities upon
           such distribution,  such Holdback  Securities will be the property of
           the General Partner and not of the Partnership,  and there will be no
           adjustment  to any  Capital  Account of any Partner on account of any
           change  in the  value  of  Holdback  Securities  subsequent  to  such
           distribution  (unless  and to the extent  all or any  portion of such
           Holdback  Securities are contributed to the  Partnership  pursuant to
           Section  7.3.3).  At  the  election  of  the  General  Partner,   the
           Partnership  will sell or exchange all or any portion of the Holdback
           Securities  as requested by the General  Partner;  provided that such
           sale or  exchange  is with an  unaffiliated  third party and that the
           proceeds of such sale or exchange  (net of any expenses of such sale,
           if the proceeds thereof are in cash) will be delivered to and held by
           the Partnership until Payout is achieved; and provided, further, that
           such  proceeds  will be paid to the General  Partner  promptly  after
           Payout is achieved.


4.    MANAGEMENT AGENT, MANAGEMENT FEE
      AND ORGANIZATIONAL EXPENSES

4.1   MANAGEMENT AGENT
      The General  Partner  may cause the  Partnership  to appoint a  Management
      Agent to manage the affairs of the Partnership.  The General Partner shall
      have the duty to manage the affairs of the  Partnership  during any period
      when there is no  Management  Agent,  and shall be entitled to receive the
      Management  Fee  payable  with  respect to any period  during  which it so
      manages (as well as the amounts  described in 4.2.5 and 4.2.6 below) . The
      appointment  of the  Management  Agent  shall not in any way  relieve  the
      General Partner of its  responsibilities  and authority vested pursuant to
      Section 5.1. The General Partner or the Management Agent shall pay:

      4.1.1all ordinary overhead and administrative  expenses of the Partnership
           (including salaries and related benefits, rent, travel, entertainment
           and equipment expenses but excluding any Partnership Expenses and any
           Organizational  Expenses  reimbursable under Section 4.3) incurred by
           the General Partner,  the Management Agent or any of their respective
           managers,  members,  agents, employees or stockholders (to the extent
           not borne or reimbursed by a Portfolio Company) in connection with:

           4.1.1.1   identifying      and      investigating      investment
                opportunities for the Partnership

           4.1.1.2   monitoring the Partnership's investments; and

           4.1.1.3   providing  Portfolio  Company  reports and  information
                to the Limited Partners; and

      4.1.2Organizational  Expenses to the extent not  reimbursed  under Section
           4.3.

4.2   MANAGEMENT FEE

      4.2.1GENERAL
           Subject to Section  4.1,  during  each  consecutive  twelve-month  or
           lesser  period  from  and  after  the   Effective   Date  (each  such
           twelve-month  period, a "Management Fee Year"),  the Partnership will
           pay the Management Agent in advance, commencing with a payment on the
           Effective  Date  for the  period  from the  Effective  Date up to and
           including  December 31, 1999, and thereafter on a quarterly  basis on
           January  1, April 1, July 1 and  October 1 of each year  until  final
           distribution  of the  Partnership's  assets  pursuant  to Section 7.4
           below (or as otherwise  provided in Section  4.2.5  below),  a fee as
           calculated below ("Management Fee"), as compensation for managing the
           affairs of the Partnership.

      4.2.2CALCULATION OF MANAGEMENT FEE
           The  Management Fee shall be 1.00% of the aggregate  Commitments  per
           year for the term of the Agreement, calculated in each year including
           the Commitments of any Limited Partners  admitted pursuant to Section
           6.5 as if made on the Effective  Date. In addition,  if in connection
           with admission of any Additional Limited Partner,  any portion of the
           Management  Fee is paid later  than as  specified  in  Section  4.2.1
           above, the Management Fee will be adjusted to include,  in respect of
           any such  delayed  amount,  interest,  from the date as of which such
           delayed  amount was specified for payment  through the date of actual
           payment  thereof,  at a  rate  equal  to  the  Prime  Rate  plus  two
           percentage points per annum.

      4.2.3PARTIAL YEAR
           The  Management  Fee in any partial year will be pro-rated on a daily
           basis according to the actual number of days in such period.

      4.2.4PORTFOLIO COMPANY FEES
           Portfolio  Company Fees received by the General  Partner,  any of its
           general partners,  any employee or agent of the General Partner,  the
           Management  Agent or any affiliate,  principal,  employee or agent of
           the Management Agent (but not by any amounts received by a manager of
           the General Partner), shall be deducted from the management fees paid
           by the  Alliance  Funds;  provided  that,  with  respect to Portfolio
           Company  Fees  comprised  of  stock  or  rights  convertible  into or
           exercisable  or  exchangeable  for  stock,  so long as the  recipient
           thereof  executes and delivers to the General Partner an agreement to
           hold such  property  or the  proceeds  thereof for the benefit of the
           Management  Agent,  such  property will not be deemed to be received,
           for purposes of the  foregoing,  and therefore  will not be deducted,
           until  such  time as,  and only to the  extent  that,  the  recipient
           thereof realizes cash proceeds with respect to such property, whether
           upon the sale or other transfer of such property or as  distributions
           with respect thereto; and provided,  further, that any such Portfolio
           Company Fees held as of the ninth  anniversary  of the Effective Date
           and not previously  deemed received pursuant to this sentence will be
           deemed to have been received as of such date.

      4.2.5EARLY TERMINATION
           In the event of an early  termination of the Partnership  pursuant to
           Section 7.2, the Management  Fee (computed  pursuant to Section 4.2.2
           above) will be payable to the  Management  Agent through the date six
           months after the final distribution in connection therewith.

      4.2.6ORGANIZATIONAL EXPENSES
           Alliance will pay the organizational  expenses and set-up expenses of
           the Alliance  Funds.  The Alliance  Funds will pay expenses  directly
           related  to  the  consummation  of  an  investment   whether  or  not
           consummated,  the legal,  custodial,  and  accounting  expenses,  and
           certain other  related  expenses of the Alliance  Funds.  The General
           Partner will pay expenses  incurred in connection with  investigating
           investment opportunities and monitoring investments, and will provide
           for normal operating overhead, including without limitation salaries,
           office  space,  and travel  expenses for all personnel of the General
           Manager.

      4.2.7NO LIABILITY TO PARTNERSHIP OR PARTNERS
           Neither the Management Agent nor any shareholder,  partner, director,
           officer,  manager,  member,  employee,  agent  or  affiliate  of  the
           Management Agent (nor any of their respective shareholders, partners,
           directors,   officers,   managers,   members,  employees,  agents  or
           affiliates)  shall be liable to any Partner or to the Partnership for
           any action taken, or omitted to be taken, as the Management Agent, or
           on behalf of the Management Agent, with respect to the Partnership or
           for any  action  taken,  or omitted  to be taken,  by the  Management
           Agent,  or any  shareholder,  partner,  director,  officer,  manager,
           member,  employee, agent or affiliate of the Management Agent (or any
           of their  respective  shareholders,  partners,  directors,  officers,
           managers,  members, employees, agents or affiliates), so long as such
           person:

           4.2.7.1   acted in good faith

           4.2.7.2   acted  in a  manner  reasonably  believed  to be in the
                best interests of the Partnership; and

           4.2.7.3   was neither  grossly  negligent  nor engaged in willful
                malfeasance.


5.    GENERAL PARTNER

5.1   MANAGEMENT AUTHORITY

      5.1.1The management of the Partnership  will be vested  exclusively in the
           General Partner,  and the General Partner will have full control over
           the business and affairs of the Partnership. The General Partner will
           have the power on behalf and in the name of the  Partnership to carry
           out any and all of the objects and purposes of the Partnership and to
           perform all acts and enter into and perform all  contracts  and other
           undertakings  which,  in its sole  discretion,  it deems necessary or
           advisable or  incidental  thereto,  including the power to acquire or
           dispose of any security (including marketable securities).

      5.1.2All matters concerning:

           5.1.2.1 the  allocation  of  Short-Term  Investment  Income,  Current
                Income,  Realized  Investment  Gain,  Realized  Investment Loss,
                Partnership   Expenses,   Partnership   Expenses   Allocable  to
                Portfolio  Investments,  Partnership  Expenses Not  Allocable to
                Portfolio Investments, Organizational Expenses, Carried Interest
                and the  distribution  of net proceeds and the return of capital
                among the Partners, including the taxes thereon;

           5.1.2.2   accounting  procedures  and  determinations,  estimates
                of the amount of Management  Fees payable by any  Defaulting
                Partner or Regulated Partner; and

           5.1.2.3   other  determinations  not  specifically  and expressly
                provided for by the terms of this Agreement,

           shall be  determined by the General  Partner in  accordance  with its
           reasonable interpretation of the provisions of this Agreement,  whose
           determination shall be final and conclusive as to all the Partners.

5.2   LIMITATION ON INVESTMENTs
      The General Partner will not invest  (including  guarantees of a Portfolio
      Company's  or  its  subsidiary's   obligations)   more  than  20%  of  the
      Partnership's  aggregate  Commitments in any one Portfolio Company without
      the prior written consent of Limited  Partners  holding 80% of the Limited
      Partner Interests.

5.3   UBTI
      The General  Partner  shall use its  reasonable  efforts to ensure that it
      does not knowingly engage in a transaction which will cause any Tax Exempt
      Partner  to  recognize   UBTI  as  a  result  of  its  investment  in  the
      Partnership.

5.4   PERMITTED  CO-INVESTMENTS  BY CERTAIN  LIMITED  PARTNERS,  THE GENERAL
      PARTNER AND RELATED PARTIES; DIRECTOR SHARES

      5.4.1The  General  Partner  will  not  purchase  securities  in  Portfolio
           Companies.  Nothing  in this  Agreement  will  restrict  the  General
           Partner from permitting certain Limited Partners (and not necessarily
           all Limited  Partners),  managers and members of the General  Partner
           and employees and stockholders of the Management Agent (collectively,
           the  "Co-investors"  and each individually a "Co-investor") to invest
           in Portfolio Companies; provided that:

           5.4.1.1  in  the  case  of  each  such  investment  by  one  or  more
                Co-investors in a Portfolio Company (a "Co-investment"), each of
                the Co-investors purchases,  contemporaneously with the purchase
                by the Partnership,  securities issued by such Portfolio Company
                which are of the same class as purchased by the Partnership (and
                if the  Partnership  purchases more than one class of securities
                issued  by such  Portfolio  Company,  each of such  Co-investors
                purchases  an amount of each such class in the same  proportions
                as purchased at such time by the  Partnership) at a price and on
                other  terms  which  are the same as, or less  favorable  to the
                Co-investors  than,  the  price  and  terms at or on  which  the
                Partnership  is then  purchasing  securities  of such  Portfolio
                Company;  provided  that  in no  event  will  a  Co-investor  be
                obligated, solely on account of having made a Co-investment in a
                Portfolio  Company,  to purchase  additional  securities of such
                Portfolio Company,  whether or not the Partnership  subsequently
                does so; and

           5.4.1.2 the aggregate amounts invested by any managers and members of
                the General Partner in any Portfolio Company will not exceed 10%
                of the  aggregate  amount  invested by the  Partnership  in such
                Portfolio Company at such time.

      5.4.2Subject to  Section  5.4.1  above,  nothing  in this  Agreement  will
           restrict  managers,  members,  employees  and  agents of the  General
           Partner and the Management  Agent from  acquiring  shares of stock of
           Portfolio  Companies,  or rights  convertible  into or exercisable or
           exchangeable  for any such stock,  in connection  with serving on the
           boards of directors of, or in similar capacities for, such companies.
           In no event will the receipt by any manager of the General Partner of
           stock  of  Portfolio   Companies,   or  rights  convertible  into  or
           exercisable  or  exchangeable  for any such  stock,  be  deemed to be
           Portfolio Company Fees.

5.5   NO TRANSFER OF GENERAL  PARTNERSHIP  INTEREST;  NO WITHDRAWAL OR LOANS The
      General  Partner  will not sell,  assign,  pledge,  mortgage or  otherwise
      dispose of its General  Partner  interest in the  Partnership and will not
      borrow or withdraw any amount from the Partnership.

5.6   NO LIABILITY TO LIMITED PARTNERS
      Neither the General Partner nor any manager,  member,  employee,  agent or
      affiliate   of  the  General   Partner   (nor  any  of  their   respective
      shareholders,   partners,   directors,   officers,  employees,  agents  or
      affiliates)  shall be liable to any Partner or to the  Partnership for any
      action taken, or omitted to be taken, as the General Partner, or on behalf
      of the General Partner,  with respect to the Partnership or for any action
      taken,  or omitted to be taken,  by the General  Partner,  or any manager,
      member,  employee,  agent or affiliate  of the General  Partner (or any of
      their respective shareholders,  partners, directors,  officers, employees,
      agents or affiliates), so long as such person:

      5.6.1acted in good faith;

      5.6.2acted  in  a  manner  reasonably  believed  to  be  in  the  best
           interests of the Partnership; and

      5.6.3was neither grossly negligent nor engaged in willful malfeasance.

5.7   INDEMNIFICATION OF GENERAL PARTNER AND OTHERS
      The Partnership will indemnify the General  Partner,  each of its managers
      and  members  and  their  respective  partners,   employees,   agents  and
      affiliates,  including  without  limitation the  Management  Agent and the
      partners,  stockholders and employees of the Management Agent, against any
      losses,  liabilities,  damages or  expenses  (including  amounts  paid for
      reasonable  attorneys  fees,  judgments and settlements in connection with
      any  threatened,  pending or  completed  action,  suit or  proceeding  but
      excluding  the amounts  described in Section 4.1 as payable by the General
      Partner or the  Management  Agent) to which any of such persons may become
      subject in  connection  with the  Partnership  or in  connection  with any
      involvement  with a Portfolio  Company  (including  serving as an officer,
      director,  consultant  or employee of any Portfolio  Company)  directly or
      indirectly  on behalf of the  Partnership  but, in each case,  only to the
      extent that such person:

      5.7.1acted in good faith

      5.7.2acted in what such person  believed  to be in the best  interests
           of the  Partnership  or the  Portfolio  Company  (as the case may
           be); and

      5.7.3was neither grossly negligent nor engaged in willful malfeasance.

      The Partnership may, in the sole judgment of the General Partner,  pay the
      expenses of any Person  indemnifiable under this Section 5.7 in advance of
      the final disposition of any proceeding, so long as:

      5.7.4the General  Partner has a good faith  belief such  expenses  are
           indemnifiable; and

      5.7.5the General  Partner  receives a written  agreement by such Person to
           repay the full amount advanced if there is a final determination that
           such Person did not satisfy the standards set forth in Sections 5.7.1
           through 5.7.3  immediately above or that such Person is not otherwise
           entitled to indemnification as provided herein.

5.8   FORMATION OF NEW FUND OR BUSINESS ENDEAVOR
      No Limited  Partner will, on account of entering into this Agreement or on
      account of its status as a Limited  Partner of the  Partnership,  have any
      interest in the business  endeavors of the other  Partners  other than its
      interest  in the  Partnership,  and no Partner  is, on account of entering
      into this  Agreement  or on  account  of its  status  as a Partner  of the
      Partnership,  restricted from entering into any future business  activity,
      including  with any other Partner;  provided that the General  Partner may
      not hereafter close the formation of a fund to invest  primarily in equity
      securities until the time at which at least 75% of the Partners' aggregate
      Commitments  have  been  invested,   committed,   reserved  for  follow-on
      investment,  otherwise allocated for investment or used, or reserved to be
      used,  to pay  Partnership  Expenses,  Management  Fees or  Organizational
      Expenses.

5.9   INTEREST AS A LIMITED PARTNER
      To the  extent  that  the  General  Partner  acquires  the  interest  of a
      Defaulting  Partner or a Regulated  Partner or any other Limited  Partner,
      the General Partner will be deemed to be a Limited Partner with respect to
      such interest for all purposes of this Agreement.


6.    LIMITED PARTNERS

6.1   LIMITED LIABILITY
      The Limited Partners will not be personally  liable for any obligations of
      the Partnership and will have no obligation to make  contributions  to the
      Partnership  in  excess  of  their  respective  Commitments  specified  in
      Schedule  I  attached  hereto,  except  to the  extent  set  forth  in the
      California  Partnership  Act;  provided  that a Limited  Partner  shall be
      required  to return the  portion of any  distribution  made to it in error
      (i.e., a distribution inconsistent with the terms of this Agreement).  The
      Limited Partners will take no part in the control,  direction or operation
      of the  affairs  of the  Partnership  and  will  have no power to bind the
      Partnership.

6.2   TRANSFER OF LIMITED PARTNERSHIP INTEREST
      A Limited  Partner may not sell,  assign,  transfer,  pledge,  mortgage or
      otherwise  dispose  of  all or any  of  its  interest  in the  Partnership
      (including  any transfer or  assignment of all or any part of its interest
      to a person who  becomes  an  assignee  of a  beneficial  interest  in the
      Partnership even though not becoming a substitute  Limited Partner) unless
      the General  Partner has  consented  to such  transfer  or  assignment  in
      writing.  For  purposes  of this  Section  6.2, a change in any trustee or
      fiduciary of a Limited  Partner will not be deemed to be an  assignment or
      transfer of a limited  partnership  interest  pursuant to this  Agreement,
      provided any such replacement  trustee or fiduciary is also a fiduciary as
      defined  under  applicable  state law and  provided  that  income and loss
      allocable to the Limited  Partner of the  Partnership  will continue to be
      included in the same filings under the same employee identification number
      with the Internal Revenue Service. Accordingly, such a change in a trustee
      or fiduciary may be made without the prior written  consent of the General
      Partner,  provided  that the  Limited  Partner  agrees to  provide  prompt
      written notice of such change to the General Partner. The voting rights of
      any Limited  Partner's  interest  shall  automatically  terminate upon any
      transfer  of such  interest  to a trust,  heir,  beneficiary,  guardian or
      conservator or upon any other transfer if the transferor no longer retains
      control over such voting rights and the General  Partner has not consented
      pursuant  to  Section  6.2(b) to such  transferee  becoming  a  substitute
      Limited Partner.  No consent of any other Limited Partner will be required
      as a  condition  precedent  to any such  transfer  or  substitution.  As a
      condition to any transfer of a Limited  Partnership  interest (including a
      transfer not requiring the consent of the General Partner), the transferor
      and the transferee shall provide such legal opinions and  documentation as
      the  General  Partner  shall  reasonably  request;  provided  that  if the
      transfer is to be made from a Limited  Partner to a co-trustee  or trustee
      as  contemplated  above,  an  officer's  certificate  in  form  reasonably
      satisfactory  to the General  Partner  shall be  delivered  by the Limited
      Partner to the General  Partner in lieu of such legal  opinions  and other
      documentation.

      6.2.1Notwithstanding  anything to the  contrary  contained in this Section
           6.2 or Section  6.10,  a  transferee  or  assignee  will not become a
           substitute  Limited  Partner  without  the  consent  of  the  General
           Partner, in its sole discretion, and without executing and delivering
           to the General  Partner a copy of this Agreement or amendment  hereto
           in form and substance satisfactory to the General Partner in its sole
           discretion.   Any  substitute   Limited   Partner   admitted  to  the
           Partnership  with the consent of the General  Partner will succeed to
           all rights and be subject to all the obligations of the  transferring
           or  assigning  Limited  Partner with respect to the interest to which
           such Limited Partner was substituted.

      6.2.2The transferor and transferee of any Limited Partner's interest shall
           be jointly and severally  obligated to reimburse the General  Partner
           and the Partnership for all reasonable expenses (including reasonable
           attorneys' fees and expenses) of any transfer or proposed transfer of
           a Limited Partner's interest, whether or not consummated.

      6.2.3The  transferee of any Limited  Partner  interest shall be treated as
           having made all of the Capital  Contributions  made by, and  received
           all  of  the  distributions  received  by,  the  transferor  of  such
           interest.

      6.2.4Anything  in  this  Agreement  to the  contrary  notwithstanding,  no
           Partnership  interest  shall be  subdivided  for  sale or  assignment
           (including  any  assignment  of a profits and loss  interest) if such
           subdivision  results in the creation of any Partnership  interest (or
           interest in the  Partnership's  profits and losses)  which would have
           had an  initial  offering  price  smaller  than  the  minimum  amount
           prescribed in Internal Revenue Service rules or Treasury  regulations
           setting  forth a  private-placement  safe harbor  under the  publicly
           traded partnership provisions of the Code.

6.3   NO WITHDRAWAL
      Subject to the  provisions of Sections  6.2, and 6.10, no Limited  Partner
      may withdraw as a Partner of the Partnership, nor may a Limited Partner be
      required to  withdraw,  nor may a Limited  Partner  borrow or withdraw any
      portion of its Capital Account from the Partnership.

6.4   NO TERMINATION
      The  substitution,  death,  insanity,  dissolution  (whether  voluntary or
      involuntary)  or  bankruptcy  of a Limited  Partner  will not  affect  the
      existence of the  Partnership,  and the Partnership  will continue for the
      term of this  Agreement  until its  existence  is  terminated  as provided
      herein.

6.5   SUBSEQUENT LIMITED PARTNERS
      The General Partner may accept  additional  Limited Partners  ("Additional
      Limited  Partners") up to and including the three month anniversary of the
      Effective Date; provided that the aggregate Commitments do not at any time
      exceed  $25,000,000.  Each  Additional  Limited Partner will be treated as
      having  been a party  to this  Agreement  as of the  date  hereof  for all
      purposes   (including   allocation  of  Management  Fees,   Organizational
      Expenses,  income,  profits and loss);  provided that each such Additional
      Limited Partner shall  contribute to the  Partnership,  on the date of its
      admission to the  Partnership,  an amount of its  Commitment  equal to its
      portion of all  Capital  Contributions  made by the other  Partners to the
      Partnership  prior to such admission  date, plus interest from the date of
      such earlier Capital  Contributions to the date of such Additional Limited
      Partner's admission to the Partnership at a rate equal to the greater of:

      6.5.110% per annum: or

      6.5.2the Prime Rate plus two percentage points per annum.

      For  purposes of this Section 6.5, a Limited  Partner that  increases  its
      Commitment shall be treated as an Additional  Limited Partner with respect
      to the amount by which its Commitment increased. Upon the admittance of an
      Additional  Limited  Partner  or  the  increase  in  a  Limited  Partner's
      Commitment,  the General  Partner may modify Schedule I attached hereto to
      reflect such admittance or increase.

6.6   NO ERISA ENTITIES
      Investment  in the  Alliance  Funds is not open to  institutions,  pension
      plans and other funds subject to ERISA.

6.7   INDEMNIFICATION AND REIMBURSEMENT FOR PAYMENTS ON BEHALF OF A PARTNER

      6.7.1If the  Partnership  is obligated to pay any amount to a governmental
           agency or to any other person (or otherwise makes a payment)  because
           of a Partner's  status or otherwise  specifically  attributable  to a
           Partner  (including,  without  limitation,  federal withholding taxes
           with respect to foreign  partners,  state  personal  property  taxes,
           state  unincorporated   business  taxes,  etc.),  then  such  Partner
           ("Indemnifying  Partner") shall indemnify the Partnership in full for
           the entire amount paid (including,  without limitation, any interest,
           penalties and expenses  associated with such payment).  At the option
           of the General  Partner,  the amount to be indemnified may be charged
           against the Capital Account of the  Indemnifying  Partner and, at the
           option of the General Partner, either:

           6.7.1.1 promptly upon  notification of an obligation to indemnify the
                Partnership,  the Indemnifying Partner shall make a cash payment
                to the  Partnership  equal to the full amount to be  indemnified
                (and  the  amount  paid  shall  be  added  to  the  Indemnifying
                Partner's  Capital  Account  but  shall  not be deemed a Capital
                Contribution hereunder); or

           6.7.1.2 the Partnership shall reduce subsequent  distributions  which
                would  otherwise be made to the  Indemnifying  Partner until the
                Partnership has recovered the amount to be indemnified (provided
                that the amount of such  reduction  shall be deemed to have been
                distributed for all purposes of this Agreement,  but such deemed
                distribution shall not further reduce the Indemnifying Partner's
                Capital Account).

      6.7.2A Partner's obligation to make contributions to the Partnership under
           this  Section  6.7  shall  survive  the   termination,   dissolution,
           liquidation  and winding up of the  Partnership  and, for purposes of
           this Section 6.7, the  Partnership  shall be treated as continuing in
           existence.  The  Partnership  may pursue and  enforce  all rights and
           remedies it may have  against  each  Partner  under this Section 6.7,
           including  instituting  a lawsuit to collect such  contribution  with
           interest  calculated  at a rate  equal  to the  Prime  Rate  plus six
           percentage  points per annum (but not in excess of the  highest  rate
           per annum permitted by law).

6.8   SECTION 754 ELECTION
      Upon the  written  request of Limited  Partners  holding a majority of the
      Limited  Partner  Interests,  the  General  Partner  may,  in the  General
      Partner's sole discretion,  make an election provided for in ss.754 of the
      Code, if then permitted by applicable law.

6.9   BANK HOLDING COMPANY ACT OF 1956
      With  respect to any matter  requiring  the vote,  approval  or consent of
      Limited  Partners  under  this  Agreement,  each of the  Limited  Partners
      subject to the  provisions  of the Bank  Holding  Company Act of 1956,  as
      amended,  may  irrevocably  elect in  writing  to the  General  Partner to
      terminate  their rights  hereunder or under  applicable law (to the extent
      waivable) to vote, approve or consent to:

      6.9.1counsel  for  Partnership  (as  contemplated  in  the  definition  of
           "Opinion  of the  Partnership's  Counsel")  and  any  and  all of the
           matters  referred to in Sections 6.8, 7.2, 8.3 and 12.1  ("Applicable
           Sections") of the Agreement; and

      6.9.2the removal of the General  Partner or any successor  thereto and the
           appointment  of  any  general  partner  of  the   Partnership   under
           applicable law, with respect to such Limited  Partner's  interest (or
           any transferee  thereof) in the Partnership in excess of five percent
           (an "Excess Interest").

      Upon the  receipt  by the  General  Partner  of such  irrevocable  written
      election,  each such Limited  Partner so electing may not (with respect to
      their Excess  Interest) vote on, approve of or consent to its rights under
      applicable  law on  the  matters  contained  in  the  Applicable  Sections
      referred to in such  election and such  election  will be binding upon any
      successor to such Excess Interest or any portion thereof.

6.10  LIMITED PARTNER'S DEFAULT ON COMMITMENT
      If any Limited Partner (a "Defaulting Partner") fails to make full payment
      of any portion of its  Commitment  when due and such  failure is not cured
      within ten business days after receipt by such Limited  Partner of written
      notice from the General  Partner  with respect to such failure to pay, the
      General  Partner may in its  discretion  undertake  any one or more of the
      following steps:

      6.10.1 The General Partner may assist the Defaulting  Partner in finding a
           buyer for the Defaulting  Partner's  Partnership  interest,  provided
           that the  General  Partner  will have no  obligation  to contact  any
           particular Limited Partner or other person with regard to such sale.

      6.10.2 The  Partnership may pursue and enforce all rights and remedies the
           Partnership  may have  against such  Defaulting  Partner with respect
           thereto,  including a lawsuit to collect  the overdue  portion of the
           Commitment  and any other  amounts  due the  Partnership  or  General
           Partner  hereunder,  with  interest at a rate equal to the Prime Rate
           plus six percentage points (but not in excess of the highest rate per
           annum permitted by law).

      6.10.3 The General Partner may offer the Defaulting  Partner's interest to
           the  Partners  (other  than  any  Defaulting  Partners)  pro  rata in
           accordance  with their  Commitments on the terms set forth below.  If
           any Partner does not elect to purchase the entire interest offered to
           it,  the  remaining  interest  allocable  to  the  Partners  will  be
           re-offered  pro rata to the  Partners who have  purchased  the entire
           interest  offered  to  them  until  either  all of such  interest  is
           acquired or no Partner  wishes to make a further  investment.  At the
           closing of such purchase (on a date and at a place  designated by the
           General Partner), each purchasing Partner shall:

           6.10.3.1 deliver a non-interest bearing,  non-recourse (except to the
                extent of the  Partnership  interest  purchased and the proceeds
                therefrom)  ten-year  promissory note (in a form approved by the
                General Partner) payable to the Defaulting  Partner in an amount
                equal to the portion of the Defaulting Partner's Capital Account
                being purchased by such Partner; and

           6.10.3.2 assume the portion of the Defaulting Partner's obligation to
                make both defaulted and further Capital  Contributions  pursuant
                to  its  Commitment  which  is  equal  to  the  portion  of  the
                Defaulting  Partner's  interest being purchased by such Partner.
                The  General  Partner  will handle the  mechanics  of making the
                offers  set  forth  herein  and  will in its  discretion  impose
                reasonable time limits for acceptance.

      6.10.4 If the entire Defaulting Partner's interest is not purchased in the
           manner set forth in Section 6.10.3 above,  the General Partner in its
           sole discretion may offer the remaining interest either:

           6.10.4.1 to a third party or parties on the same terms as  originally
                offered to the  Partners  pursuant to Section  6.10.3  above (in
                which case such third party or parties  will,  as a condition of
                purchasing such interest, become a party to this Agreement); or

           6.10.4.2 to the  Partners in the manner  provided  in Section  6.10.3
                above,   but  with  no  requirement  to  assume  the  Defaulting
                Partner's  obligation  to  make  further  capital  contributions
                pursuant  to  its  Commitment,  in  which  case  the  Defaulting
                Partner's  Commitment shall be deemed reduced  (effective on the
                date of the  default)  to the  amount  actually  paid in and the
                aggregate Commitments of the Partnership shall be reduced by the
                amount of such Defaulting  Partner's remaining  contributions to
                be made pursuant to its Commitment.

      6.10.5 In addition to, or instead of, the other remedies and  undertakings
           available to the General  Partner  pursuant to this Section 6.10, the
           General Partner may, in its sole discretion, reduce (effective on the
           date of the default,  after giving effect to the ten day cure period)
           any portion of such Defaulting  Partner's  Commitment  (which has not
           been  assumed  by  another  Partner)  to the  amount  of the  Capital
           Contributions (which have not been purchased by another Partner) made
           by such Defaulting Partner (net of distributions  pursuant to Section
           3.2.2) and the  aggregate  Commitments  of the  Partnership  shall be
           commensurately reduced.

      6.10.6 Notwithstanding anything contained herein to the contrary, from and
           after any date on which a Defaulting  Partner's Commitment is reduced
           pursuant to Section 6.10.5 above:

           6.10.6.1 such  Defaulting  Partner  will have no right to receive any
                distributions,   except   for   distributions   made   upon  the
                Partnership's liquidation;

           6.10.6.2  such  Defaulting  Partner's  Capital  Account  will  not be
                credited  with any Net Profits  from  Portfolio  Investments  or
                Short-Term Investment Income which shall instead be allocated to
                the Partners (other that any Defaulting  Partners) in accordance
                with Sections 2.4.2 or 2.4.3, as appropriate (and as adjusted to
                treat the Defaulting  Partner's Capital Contribution as equal to
                zero);

           6.10.6.3  until  such  Defaulting  Partner's  Capital  Account is
                reduced to zero:

                6.10.6.3.1  such  Defaulting  Partner's  Capital  Account  shall
                     continue to be debited in accordance with Section 2.4.4 for
                     such Defaulting  Partner's share of Net Loss from Portfolio
                     Investments,   Partnership   Expenses   Not   Allocable  to
                     Portfolio  Investments  and  Organizational  Expenses as if
                     there had been no  reduction in such  Defaulting  Partner's
                     Commitment or Capital Contributions; and

                6.10.6.3.2 the  Management  Fee payable by the Partners shall be
                     calculated  as if  there  had  been  no  reduction  in such
                     Defaulting Partner's Commitment; and

           6.10.6.4  once  such  Defaulting  Partner's  Capital  Account  is
                reduced to zero:

                6.10.6.4.1 such  Defaulting  Partner's  Commitment  shall be
                     reduced  to zero  for all  purposes  of the  Agreement,
                     including   the   calculation   of  the   Partnership's
                     aggregate   Commitments   and   determination   of  the
                     Management Fee: and

                6.10.6.4.2 such Defaulting  Partner shall be liable each quarter
                     to the General  Partner or  Management  Agent for an amount
                     equal to its portion of the Management Fee for such quarter
                     as if  there  had  been no  reduction  in  such  Defaulting
                     Partner's Commitment.

      6.10.7 No consent of any Limited  Partner shall be required as a condition
           precedent  to any  transfer,  assignment  or other  disposition  of a
           Defaulting Partner's interest pursuant to this Section 6.10.


7.    DURATION AND TERMINATION

7.1   DURATION
      The Partnership  will terminate on the tenth  anniversary of the Effective
      Date, except that, with the consent of Limited Partners holding a majority
      of the  Limited  Partner  Interests,  the term of the  Partnership  may be
      extended by the General Partner for additional  one-year  periods (but not
      for more than a total of two additional years).

7.2   EARLY TERMINATION
      Limited  Partners  holding  80%  of  the  Limited  Partner  Interests  may
      terminate the Partnership at any time.

7.3   TERMINATION AND LIQUIDATION OF PARTNERSHIP INTEREST Upon termination,  the
      Partnership  will be liquidated in an orderly manner.  The General Partner
      will be the liquidator to wind up the affairs of the Partnership  pursuant
      to this Agreement.

7.4   FINAL ALLOCATION AND DISTRIBUTION
      Upon termination of the Partnership (whether or not an early termination),
      the General  Partner will make a final  allocation of all kinds of income,
      loss and expense in accordance with Section 2 hereof and the Partnership's
      liabilities  and  obligations to its creditors shall be paid or adequately
      provided for prior to any distributions to the Partners.  After payment or
      provision  for  payment  of all debts of the  Partnership,  the  remaining
      assets,  if any, will be distributed among the Partners in accordance with
      the respective  Capital  Account  balances (after giving effect to Section
      2.4).


8.    VALUATION OF PARTNERSHIP ASSETS

8.1   NORMAL VALUATION
      For purposes of this  Agreement,  the value of any security as of any date
      (or in the  event  such  date is a  holiday  or other  day  which is not a
      business day, as of the next preceding business day) will be determined as
      follows:

      8.1.1a security which is listed on a recognized securities exchange or the
          NMS will be valued at its last sales price or, if no sale  occurred on
          such date, at the last "bid" price thereon;

      8.1.2a security which is traded  over-the-counter  (other than on the NMS)
          will be valued at the most recent "bid" price; and

      8.1.3all  other  securities  will be valued  on such  date by the  General
          Partner  at fair  market  value in such  manner  as it may  reasonably
          determine.

8.2   RESTRICTIONS ON TRANSFER OR BLOCKAGE
      Any  security  which  is held  under  a  representation  that it has  been
      acquired  for   investment   and  not  with  a  view  to  public  sale  or
      distribution,  or which is held subject to any other restriction, or where
      the size of the  Partnership's  holdings  compared to the  trading  volume
      would affect its  marketability,  will be valued at such discount from the
      value  determined  under  Section 8.1 above as the General  Partner  deems
      necessary to reflect properly the marketability of such security.

8.3   OBJECTION TO VALUATION
      Prior to acting  upon its final  valuation  of any  security  pursuant  to
      Sections  8.1.3 or 8.2,  the  General  Partner  shall  provide the Limited
      Partners with notice of the General Partner's  valuation of such security.
      If within 15 days after delivery of such notice Limited Partners holding a
      majority of the Limited  Partner  Interests  deliver written notice to the
      General  Partner  objecting to the  valuation of such  security,  then the
      General Partner will (at the  Partnership's  expense) cause an independent
      securities  expert mutually  acceptable to the General Partner and Limited
      Partners  holding a majority of the Limited  Partner  Interests  to review
      such  valuation,  and such expert's  determination  will be binding on the
      parties.

8.4   WRITE-DOWN TO VALUE
      Any securities which have  permanently  declined in value as determined by
      the General  Partner will be written  down to their value  pursuant to the
      provisions of this Section 8 as of the date of such determination.


9.    BOOKS OF ACCOUNTS; MEETINGS

9.1   BOOKS
      The  Partnership  will maintain  complete and accurate books of account of
      the  Partnership's  affairs at the Partnership's  principal office,  which
      books  will  be open  to  inspection  by any  Partner  (or its  authorized
      representative) at any time during ordinary business hours.

9.2   FISCAL YEAR
      The fiscal  year of the  Partnership  will be the  calendar  year,  unless
      otherwise determined by the General Partner.

9.3   REPORTS
      The General Partner will furnish the Limited Partners:

      9.3.1within  45  days  after  the end of each  fiscal  quarter,  unaudited
           financial  statements  for such  quarter and a report  disclosing  in
           summary form the status of all Portfolio Companies, and

      9.3.2within 90 days after the end of each fiscal year, unaudited financial
           statements for such year, valuations of the Partnership's investments
           as of the end of such year  (including a statement of each  Partner's
           closing Capital Account and Fair Value Capital Account balances), and
           the  Partnership's  tax return and the Limited  Partners'  respective
           forms K-1 for such year.

9.4   TAX ALLOCATION

      9.4.1The income, gains, losses,  deductions and credits of the Partnership
           will be allocated  for  federal,  state and local income tax purposes
           among  the  Partners  so as to  reflect  as nearly  as  possible  the
           allocation  of such income,  gains,  losses,  deductions  and credits
           among  the   Partners   for   computing   their   Capital   Accounts.
           Notwithstanding  the  preceding  sentence,  if the basis for  federal
           income tax purposes of any property held by the  Partnership  differs
           from the basis of such property on the Partnership's  books, any gain
           or loss  arising  from such  property  shall be  allocated  among the
           Partners so as to take into  account the  difference  between the tax
           basis and the book basis of such property in any manner authorized by
           the  Treasury  Regulations  under  Section  704(c)  of the  Code  and
           selected by the General Partner.

      9.4.2If any  Partner is  treated  for income  tax  purposes  as  realizing
           ordinary  income  because  of  receipt  of its  Partnership  interest
           (whether  under  ss.83 of the Code or any similar  provisions  of any
           law, rule or regulation or any other applicable law, rule, regulation
           or  doctrine)  and the  Partnership  is  entitled  to any  offsetting
           deduction,  the  Partnership's  deduction will be allocated among the
           Partners  in such  manner as to, as nearly an  possible,  offset such
           ordinary income realized by such Partner.

      9.4.3Notwithstanding  any other provision of this Agreement,  if a Partner
           unexpectedly  receives  an  adjustment,  allocation  or  distribution
           described in Treasury Regulation  ss.1.704-1(b)(2)(ii)(d)(4),  (5) or
           (6) which  gives rise to a negative  capital  account (or which would
           give  rise to a  negative  capital  account  when  added to  expected
           adjustments,  allocations or  distributions  of the same type),  such
           Partner will be  allocated  items of income and gain in an amount and
           manner  sufficient  to eliminate  such deficit  balance as quickly as
           possible;  provided that the Partnership's  subsequent income, gains,
           losses,  deductions and credits will be allocated  among the Partners
           so as to achieve as nearly as possible  the  results  that would have
           been achieved if this Section  9.4.3 had not been in this  Agreement,
           except that no such allocation  shall be made which would violate the
           provisions or purposes of Treasury Regulation ss.1.704-1(b).

9.5   ANNUAL MEETING
      Commencing  in 1998,  the  General  Partner  will hold an  annual  general
      informational  meeting for the Limited Partners.  The General Partner will
      give all Limited Partners at least 30 days notice of each annual meeting.

9.6   TAX MATTERS PARTNER
      The General Partner is designated the "Tax Matters Partner" (as defined in
      Code ss.6231).


10.   CERTIFICATE OF LIMITED PARTNERSHIP; POWER OF ATTORNEY

10.1  CERTIFICATE OF PARTNERSHIP
      A certificate of Limited  Partnership within the meaning of the California
      Partnership Act  ("Certificate")  will be prepared following the execution
      and  delivery  of this  Agreement.  The  General  Partner  will  cause the
      Certificate  to be filed and  recorded in the office of the  Secretary  of
      State of the State of California and, to the extent required by local law,
      in the  appropriate  place  in each  state in which  the  Partnership  may
      hereafter  establish a place of business,  but the Partnership will not be
      obligated to provide the Limited  Partners with a copy of any amendment to
      or restatement of the Certificate.  The General Partner will also cause to
      be filed, recorded and published such statements, notices, certificates or
      other  instruments  required by any provision of any  applicable law which
      governs the  formation of the  Partnership  or the conduct of its business
      from time to time.

10.2  POWER OF ATTORNEY
      Each of the undersigned does hereby constitute and appoint V.R.  Ranganath
      (so long as Mr.  Ranganath is a member of the General  Partner),  and each
      person who  hereafter  becomes a manager of the General  Partner with full
      power to act without the others, as its true and lawful representative and
      attorney-in-fact,  in its name, place and stead, to make,  execute,  sign,
      acknowledge and deliver or file:

      10.2.1    the Certificate;

      10.2.2    any amendment to or cancellation of the Certificate

      10.2.3 all instruments,  documents and certificates which may from time to
           time be required by any law to effectuate, implement and continue the
           valid and subsisting existence of the Partnership

      10.2.4    all  instruments,  documents and  certificates  which may be
           required to effectuate  the  dissolution  and  termination of the
           Partnership; and

      10.2.5 in the  case of a  Defaulting  Partner  any  bills of sale or other
           appropriate  transfer documents necessary to effectuate  transfers of
           such Defaulting Partner's interest pursuant to Section 6.10 above.

      The powers of attorney granted herein will be deemed to be coupled with an
      interest,  will be irrevocable  and will survive the death,  incompetence,
      disability  or  dissolution  of a Limited  Partner.  Without  limiting the
      foregoing,  the powers of  attorney  granted  herein will not be deemed to
      constitute  a written  consent of any  Limited  Partner  for  purposes  of
      Section 12.1.


11.   RELATIONSHIP BETWEEN THE ALLINACE FUNDS AND THE PARTNERSHIP

11.1  The General  Partner  presently  intends that the  guidelines set forth in
      this Section 11 generally will control  Co-investments  and other dealings
      between any other Alliance Fund and the Partnership.

11.2  The Partnership  will not purchase from or sell to another  Alliance Fund,
      except with the prior approval of Limited  Partners  holding a majority of
      Limited Partner Interests.

11.3  The General Partner will decide whether the  Partnership  will invest in a
      company which meets the investment criteria of the Partnership and another
      Alliance Fund (as determined by the General  Partner in good faith) but in
      which neither the  Partnership nor such other Alliance Fund has previously
      invested.  The  extent  to  which  the  Partnership   participates  in  an
      investment in such company (relative to the amount, if any, to be invested
      by another  Alliance Fund) will be determined  also by the General Partner
      in its sole discretion.

11.4  The  Partnership  will invest in a company in which an  Alliance  Fund has
      previously invested only upon approval of the General Partner.


12.   MISCELLANEOUS

12.1  AMENDMENTS
      This  Agreement  may be amended by the General  Partner in any manner that
      does not  adversely  affect  the  rights of any  Limited  Partner  and the
      General  Partner shall furnish notice of any such amendment to the Limited
      Partners. This Agreement may also be amended by action taken by both:

      12.1.1    the General Partner; and

      12.1.2    the  Limited  Partners  owning a majority in interest of the
           Capital  Accounts of all the Limited  Partners at the time of the
           amendment,

      provided that such amendment does not  discriminate  among the Limited
      Partners.

12.2  NOTICES
      All  notices  provided  for under this  Agreement  shall be in writing and
      shall be sufficient if sent by  first-class  mail to the address set forth
      in the  schedule  in the files of the  Partnership  as of the date of such
      notice for the party to whom such notice is to be given.

12.3  BINDING EFFECT OF AGREEMENT
      This  Agreement,  including  Section 10.2 hereof,  shall be binding on the
      successors, assigns and the legal representatives of each of the Partners.

12.4  COUNTERPARTS
      This Agreement may be executed in more than one counterpart  with the same
      effect as if the  Partners  executing  the  several  counterparts  had all
      executed one document.

12.5  GOVERNING LAW
      This Agreement  shall be governed by and construed in accordance  with the
      laws of the  State of  California,  without  regard to the  principles  of
      conflicts of law thereof.

IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be signed
as of the date first above written.

GENERAL PARTNER:                      LIMITED PARTNER:
Alliance Venture Management, LLC      Alliance Semiconductor Corporation

By:  /s/ V.R. Ranganath               By: /s/ N.Damodar Reddy
     ----------------------------         ---------------------------
     signature of authorized              signature of authorized
     representative                       representative

V.R. Ranganath                        N. Damodar Reddy
---------------------------------     -------------------------------
printed name                          printed name

President                             President and CEO
---------------------------------     -------------------------------
title                                 title



<PAGE>

                                   SCHEDULE I
                                LIMITED PARTNERS

<TABLE>
<CAPTION>


Limited Partner                           Capital Contribution Commitment
----------------------------------------------------------------------------

<S>                                         <C>
Alliance Semiconductor Corporation          $15,000,000.00
</TABLE>




</TEXT>
</DOCUMENT>
