ALLIANCE SEMICONDUCTOR CORP /DE/
CONSOLIDATED SHAREHOLDERS AGREEMENT
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<TYPE>EX-10.38
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<FILENAME>0005.txt
<DESCRIPTION>CONSOLIDATED SHAREHOLDERS AGREEMENT
<TEXT>


            CONSOLIDATED SHAREHOLDERS AGREEMENT
                        BY AND AMONG
                  THE ISRAEL CORPORATION,
  SANDISK CORPORATION, ALLIANCE SEMICONDUCTOR CORPORATION
                            AND
              MACRONIX INTERNATIONAL CO., LTD.


     AGREEMENT (the "Agreement"), dated as of January 18, 2001, by and among the
Israel  Corporation   ("TIC"),   SanDisk   Corporation   ("SanDisk"),   Alliance
Semiconductor  Corporation  ("Alliance"),  and Macronix  International Co., Ltd.
(togather with its affiliates referred to as "Macronix").

                          RECITALS

      WHEREAS, SanDisk has entered into a share purchase agreement (the "SanDisk
Share Purchase  Agreement") with Tower  Semiconductor Ltd. (the "Company") dated
July 4, 2000; and

      WHEREAS,  Alliance has entered into a share  purchase  agreement  with the
Company dated August 29, 2000 (the "Alliance Share Purchase Agreement"); and

      WHEREAS  Macronix has entered  into a share  purchase  agreement  with the
Company dated December 12, 2000 (the "Macronix Share Purchase Agreement"); and

WHEREAS TIC has entered into a share  purchase  agreement with the Company dated
December 12, 2000; and
      WHEREAS on August 13, 2000,  TIC and SanDisk  entered into a  shareholders
agreement (the "Shareholders Agreement"); and

      WHEREAS on August 29, 2000,  TIC and Alliance  entered
into the Shareholders Agreement; and

      WHEREAS Macronix, SanDisk, Alliance and TIC have agreed to enter into this
Agreement.

1.   DEFINITIONS

  The following  terms will have the meaning  ascribed to them in this paragraph
      when used in this Agreement:

(1)   "Agreement"  - as  defined  prior to the  Recitals  of
           this Agreement.

(2)        "AFFILIATE"  means any other  person  that  directly,  or  indirectly
           through one or more intermediaries, controls, is controlled by, or is
           under common control with, such specified Person. For the purposes of
           this  definition,  "person" shall mean any  individual,  partnership,
           firm, corporation, association, trust, unincorporated organization or
           other entity.

(3)   "Alliance" - as defined  prior to the Recitals of this
           Agreement.

(4)   "Company"  -  as  defined  in  the  Recitals  of  this
           Agreement.

(5)   "Macronix" - as defined  prior to the Recitals of this
           Agreement.

(6)   "SanDisk" - as defined  prior to the  Recitals of this
           Agreement.

(7)        "SanDisk  Share  Purchase  Agreement" - as defined in the Recitals of
           this Agreement.

(8)   "TIC"  - as  defined  prior  to the  Recitals  of this
           Agreement.

(9)        "Shares" -  Ordinary  Shares,  par value NIS 1.00 per  share,  of the
           Company duly authorized and issued by the Company.

(A)   "Permitted  Transferee"  - any  entity  at  least  the
           majority  of the  voting  rights in which is held
           by the  transferring  shareholder,  provided that
           (i) such  entity  is or  becomes  a party to this
           Agreement  and  agrees in  writing to be bound by
           all the  provisions of this  Agreement,  and (ii)
           such   transferring   shareholder  shall  not  be
           relieved of its obligations hereunder.

(B)   "Equity   Securities"   means  any  securities  having
           voting  rights  in the  election  of the Board of
           Directors  of the  Company  not  contingent  upon
           default,   or  any   securities   evidencing   an
           ownership   interest  in  the  Company,   or  any
           securities  convertible  into or exercisable  for
           any shares of the foregoing,  or any agreement or
           commitment to issue any of the foregoing.

(C)        "SanDisk Share Purchase Agreement" shall have the meaning ascribed to
           it in the recitals to this Agreement.

(D)        "Shareholders" means SanDisk,  TIC, Alliance,  Macronix and all their
           Permitted Transferees.

(E)        "Major  Holder"  means  any  Shareholder  holding  at least 5% of the
           Company's  outstanding Equity Securities and which is a party to this
           Agreement.  For the  purpose of this  definition  the  holdings  of a
           Shareholder  and all its  Permitted  Transferees  shall be calculated
           together.

(F)        "Closing" as defined as the closing  referred to in each of the share
           purchase agreements entered into by the Company with each of SanDisk,
           Alliance, Macronix and TIC.

2.   BOARD OF DIRECTORS

      3.   Each   Shareholder   hereby   agrees  to
           attend  and vote (or  cause to be voted)
           at general  meetings of  shareholders of
           the  Company  all of its  Shares  (i) to
           vote for the  election of the  following
           persons  to the  Board of  Directors  of
           the    Company   and   for   any   other
           resolution  which is  necessary in order
           to facilitate  such election and (ii) to
           vote  against the  election of any other
           person to the Board of  Directors of the
           Company or against  any  resolution  the
           effect of which is to  prevent or impede
           such election,  other than in accordance
           with this Agreement:

           4.   From the Closing and thereafter:

(1)   1 nominee designated by SanDisk,  provided that in the
                     event  that,  from  the  date on  which
                     SanDisk   exercises   the   Series  A-3
                     Additional  Purchase   Obligations  and
                     thereafter,  SanDisk and its  Permitted
                     Transferees   hold   together   in  the
                     aggregate   less   than   5%   of   the
                     outstanding  Shares, then SanDisk shall
                     not  be  entitled  to   designate   any
                     nominee,   provided   further  that  if
                     subsequently  SanDisk and its Permitted
                     Transferees    become    together   the
                     holders   of  5%  of  the   outstanding
                     Shares  then  SanDisk  shall  again  be
                     entitled to designate a nominee.

(2)   1 nominee  designated  by Alliance,  provided  that in
                     the event that,  from the date on which
                     Alliance   exercises   the  Series  A-3
                     Additional  Purchase   Obligations  and
                     thereafter,  Alliance and its Permitted
                     Transferees   hold   together   in  the
                     aggregate   less   than   5%   of   the
                     outstanding   Shares,   then   Alliance
                     shall not be entitled to designate  any
                     nominee,   provided   further  that  if
                     subsequently     Alliance    and    its
                     Permitted  Transferees  become together
                     the  holders  of 5% of the  outstanding
                     Shares  then  Alliance  shall  again be
                     entitled to designate a nominee.

(3)   1 nominee  designated  by Macronix,  provided  that in
                     the event that,  from the date on which
                     Macronix   exercises   the  Series  A-3
                     Additional  Purchase   Obligations  and
                     thereafter,  Macronix and its Permitted
                     Transferees   hold   together   in  the
                     aggregate   less   than   5%   of   the
                     outstanding   Shares,   then   Macronix
                     shall not be entitled to designate  any
                     nominee,   provided   further  that  if
                     subsequently     Macronix    and    its
                     Permitted  Transferees  become together
                     the  holders  of 5% of the  outstanding
                     Shares  then  Macronix  shall  again be
                     entitled to designate a nominee.

(4)   2 nominees  designated by TIC,  provided  that, (i) in
                     the  event  that TIC and its  Permitted
                     Transferees   hold   together   in  the
                     aggregate   less   than   10%   of  the
                     outstanding  shares,  then TIC shall be
                     entitled   to   designate    only   one
                     nominee,   provided   further  that  if
                     subsequently   TIC  and  its  Permitted
                     Transferees    become    together   the
                     holders  of  10%  of  the   outstanding
                     shares   then   TIC   shall   again  be
                     entitled to designate  two nominees and
                     (ii)  in the  event  that  TIC  and its
                     Permitted  Transferees hold together in
                     the  aggregate  less  than  5%  of  the
                     outstanding  shares, then TIC shall not
                     be entitled to  designate  any nominee,
                     provided  further that if  subsequently
                     TIC  and  its   Permitted   Transferees
                     become  together  the  holders of 5% of
                     the  outstanding  shares then TIC shall
                     again  be  entitled   to   designate  a
                     nominee.

(5)   2  External  Directors  (as  defined  in  the  Israeli
                     Companies  Law - 1999  (the  "Companies
                     Law"))  recommended  by  the  Board  of
                     Directors   of  Tower,   assuming   the
                     Company is obliged  under the Companies
                     Law to nominate External Directors.

(6)   1 other person who shall be a member of the  Company's
                     management,  including  either  of  the
                     Company's co-CEOs,  provided that it is
                     understood  that  the two  co-CEOs  may
                     alternate   service  on  the  Company's
                     Board of  Directors  at intervals to be
                     determined by the Board  (excluding the
                     management  director).   In  the  event
                     that the two co-CEOs do rotate  service
                     on the  Board,  the  parties  agree  to
                     cause  the  CEO  not  serving  to  have
                     observer status.

(7)                  Such  other  directors  as  agreed  upon  between  TIC  and
                     SanDisk, Alliance and Macronix.

(8)                  A  representative  of TIC (who will be one of the  nominees
                     under clause (d) above) as Chairman of the Board.

           5.   Each Shareholder  further agrees
                that  in  the  event   that  any
                party   that  is   entitled   to
                nominate a  director  under this
                Agreement  decides to  terminate
                or replace such  director,  then
                the Shareholders  shall vote (or
                cause  to be  voted)  all of his
                or  its   Shares  to  cause  the
                termination  of  office  or  the
                replacement  of  such  director,
                in accordance  with the decision
                of    the     Shareholder    who
                nominated      such     director
                pursuant  to the  provisions  of
                this Section 2.1, and cause,  if
                required,  a general  meeting of
                shareholders  of the  Company to
                be held for such purpose.

      2.2  Each of TIC, SanDisk,  Alliance and Macronix  undertakes upon itself,
           for as long as it is  entitled to nominate a director to the Board of
           Directors,  as  specified  above,  not to  nominate  to the  Board of
           Directors of the Company a director who is an employee or  consultant
           of the Company.

      2.3  In the event that the number of  nominees  to the Board of  Directors
           which a party is entitled to nominate is decreased or  terminated  as
           per Section 2.1 above, the respective  Shareholder who nominated such
           director agrees to lawfully cause such director to immediately resign
           from the Board of  Directors  and in the absence of such  resignation
           within 24 hours of such decrease or termination, all the Shareholders
           agree to take such action as is necessary to cause a general  meeting
           of shareholders of the Company to be assembled, and to vote all their
           Shares in order to remove such  director from the Board of Directors.
           In each such case the  number of  members  of the Board of  Directors
           shall decrease accordingly.

3.    RESTRICTIONS   ON   TRANSFER   OF   EQUITY
      ---------------------------------------------
      Securities.

      3.1  From the date of this Agreement and until the end of three years from
           the Closing (the "Initial  Restricted  Period") neither TIC, SanDisk,
           Alliance, Macronix and any of their Permitted Transferees shall sell,
           assign,  transfer,  pledge,  hypothecate,  or  otherwise  encumber or
           dispose of in any way (hereinafter referred to as "Transfer"), all or
           any part of or any interest in the Equity Securities now or hereafter
           owned or held by such parties.

           3.1.1Notwithstanding   Section   3.1   hereof,   during  the  Initial
                Restricted  Period  each Major  Holder and any of its  Permitted
                Transferees,  to the  extent it holds in  excess of 2.7  million
                Shares,  may transfer up to an aggregate of 1,200,000  Shares in
                excess of its  holding  of 2.7  million  shares,  subject to the
                following  restrictions:  (a) any  Transfer  made  other than in
                accordance   with  clause  (b)  shall  be  effected  only  after
                compliance with Sections 4, 5 and 6 hereof; and (b) any Transfer
                made by a sale of Shares in the public  markets  pursuant to and
                in accordance  with Rule 144 under the Securities Act (a "Public
                Sale") shall be effected only after the Shareholder  offering to
                effect the Public Sale shall have given the other Major Holders,
                at least two business  days prior to the  proposed  Public Sale,
                written  notice  setting  forth its  intention to Transfer,  the
                number of Shares  proposed to be  Transferred  and the manner of
                disposition;  the other Major Holders may, by written  notice to
                the Shareholder proposing to make the Public Sale served on such
                Shareholder at least 12 hours prior to the Public Sale, exercise
                a right of first refusal to purchase  their  respective pro rata
                share  of  all  or  any  part  of  the  Shares  proposed  to  be
                Transferred in the Public Sale at a price per share equal to the
                average  closing  price of the Shares in the seven  trading days
                preceding the date of the notice.  Each Major  Holder's pro rata
                share of the Shares  proposed  to be  Transferred  in the Public
                Sale  shall  be  a  fraction  of  the  Shares   proposed  to  be
                Transferred  in the Public  Sale,  of which the number of Shares
                owned by such  Major  Holder  on the date of the  above  written
                notice  shall be the  numerator  and the total  number of Shares
                held  by all  such  Major  Holders  (excluding  the  Shareholder
                offering  to effect  the  Public  Sale) on the date of the above
                written notice shall be the denominator. Any Shares with respect
                to which the other Major Holders have not  exercised  such right
                of first refusal,  may be  Transferred  in accordance  with such
                notice of Public  Sale within a period of 45 days after the date
                of the  notice  of  Public  Sale  at such  price  per  share  as
                determined by the Shareholder effecting such Public Sale.

           3.1.2From the end of the Initial  Restricted  Period any  Transfer by
                any Major Holder and/or any of their  Permitted  Transferees may
                only be made  pursuant to the  provisions of Sections 4, 5 and 6
                below.

           3.1.3In  addition  to the  Major  Holders'  right  to  sell  up to an
                aggregate of 1,200,000  Shares  pursuant to Section  3.1.1 , the
                restrictions on the Major Holders' transfer of Equity Securities
                pursuant  to this  Section 3 shall not apply to an amount of the
                Company's  share  capital held by such Major Holder in excess of
                5.4  million  shares.  In  addition,  in the event  that for any
                reason  SanDisk  does not  exercise  any  series  of  Additional
                Purchase  Obligations  by its prescribed  exercise  date,  TIC's
                restriction  on the  transfer of shares shall be decreased by an
                equivalent  amount of shares  represented by such  non-exercised
                Additional Purchase Obligations.

      3.2  From the end of the  Initial  Restricted  Period and until the end of
           five years from the  Closing  (the  "Subsequent  Restricted  Period")
           SanDisk,  Alliance,  Macronix and any of their Permitted  Transferees
           agree not to Transfer,  the amount of Equity Securities exceeding the
           product of (a) the cumulative number of quarters  commencing with the
           first day of the Subsequent  Restricted  Period  multiplied by (b) 6%
           (six percent) of the  aggregate  number of shares of the Company held
           by such Shareholder and any of its Permitted  Transferees on the last
           day  of  the  Initial   Restricted  Period  ("the  Committed  Minimum
           Shareholdings").

           3.2.1From the end of the Initial  Restricted Period and until the end
                of the  Subsequent  Restricted  Period,  TIC shall not hold less
                than  2,100,000  (two  million  one hundred  thousand)  Ordinary
                Shares of the Company.

3.2.2           For the removal of doubt,  any Equity  Securities  purchased  by
                TIC,  SanDisk,  Alliance and Macronix and any of their Permitted
                Transferees,  other than pursuant to the SanDisk Share  Purchase
                Agreement,   the  Alliance  Share  Purchase  Agreement  and  the
                Macronix Share Purchase Agreement,  respectively, and the B-1 to
                B-5 Additional Purchase  Obligations  pursuant to the Additional
                Purchase  Obligation  Agreement entered into between SanDisk and
                the Company shall not be included  among the  Committed  Minimum
                Shareholdings.



4    RIGHTS OF FIRST OFFER.

      4.1  TRANSFER NOTICE. Subject to the provisions of Sections 3 and 5, if at
           any time, any Shareholder  proposes to Transfer Equity  Securities (a
           "Proposal"),  then such Shareholder (a "Selling  Shareholder")  shall
           give the Company and each of the Major Holders, a written notice (the
           "Transfer  Notice"),  which  Transfer  Notice  shall  include  (i)  a
           description  of the Equity  Securities  to be  transferred  ("Offered
           Shares")  and (ii)  the  consideration  and the  material  terms  and
           conditions upon which the Proposal is to be made. Notwithstanding the
           foregoing,  in the event that any  Selling  Shareholder  proposes  to
           pledge  Shares  to  a  banking  institution,  such  pledge  shall  be
           permitted only if such Selling Shareholder effects the pledge subject
           to the provisions of Section 4 hereof, furnishes to the other parties
           hereto a written representation of the Selling Shareholder confirming
           that, and evidence which is reasonably satisfactory to indicate that,
           such pledge is subject to Section 4 and ensures that no voting rights
           with respect to the Shares are granted to the banking institution.

      4.2  MAJOR HOLDERS'  OPTION.  Each Major Holder shall have an option for a
           period of thirty (30) days from its receipt of the Transfer Notice to
           elect  to  purchase  its  respective  pro rata  share of the  Offered
           Shares,  and in the  event  that  any  other  Major  Holder  does not
           exercise  its right  hereunder,  its pro rata  share of such  Offered
           Shares not purchased by the other Major Holders (the "Excess  Offered
           Shares"),  at the  same  price  and  subject  to the same  terms  and
           conditions as described in the Transfer Notice. Each Major Holder may
           exercise  such  purchase  option and,  thereby,  purchase  all or any
           portion of its pro rata share of the Offered Shares, and in the event
           that any Major Holder does not exercise its right hereunder,  its pro
           rata share of the Excess  Offered  Shares,  by notifying  the Selling
           Shareholder  and the Company in  writing,  before  expiration  of the
           thirty (30) day period as to the number of Offered  Shares and Excess
           Offered  Shares,  if any,  which it wishes to purchase (the "Purchase
           Notice").  Failure to respond to the  Transfer  Notice (a) within the
           applicable  period  will be  considered  a  waiver  of the  right  to
           exercise  the right set forth in this  Section  4.2;  and (b)  within
           forty-five  (45) days after  receipt of the  Transfer  Notice will be
           considered  a waiver of the right of co-sale set forth in Section 6.1
           provided that the Transfer  Notice clearly  references  such right of
           co-sale. Each Major Holder's pro rata share of the Offered Shares, or
           of the Excess Offered Shares, as the case may be, shall be a fraction
           of the Offered Shares,  or of the Excess Offered Shares,  as the case
           may be, of which the number of Shares  owned by such Major  Holder on
           the date of the Transfer  Notice shall be the numerator and the total
           number  of  Shares  held by all such  Major  Holders  (excluding  the
           Selling  Shareholder) on the date of the Transfer Notice shall be the
           denominator.

      4.3  If Major Holder(s) give the Selling Shareholder(s) Purchase Notice(s)
           pursuant to Section 4.2 above with respect to all and not part of the
           Offered  Shares,  then such  Major  Holder(s)  shall  purchase  their
           respective  pro  rata  share  of the  Offered  Shares,  on the  terms
           aforementioned  and then  payment for the Offered  Shares shall be by
           check or wire  transfer  to a bank  account to be  designated  by the
           Selling  Shareholder,  against  delivery of the Offered  Shares to be
           purchased  at a place agreed upon between the parties and at the time
           of the scheduled closing therefor, which shall be no later than forty
           five  (45)  days  after  the  Selling  Shareholders'  receipt  of the
           Purchase Notice.

      4.4  If  the  Major  Holder(s)  do not  give  the  Selling  Shareholder(s)
           Purchase  Notice(s) pursuant to Section 4.2 above with respect to all
           of the Offered Shares, then the Major Holder(s) shall not be entitled
           to purchase the Offered Shares, and the Selling  Shareholder,  at the
           expiration  of the  aforementioned  thirty (30) day period,  shall be
           entitled  to  transfer  all (but not less  than  all) of the  Offered
           Shares,  provided,  however,  that  in no  event  shall  the  Selling
           Shareholder  transfer any of the Offered  Shares to any transferee on
           terms more favorable to such  transferee(s)  than those stated in the
           Transfer Notice,  and provided further than any of the Offered Shares
           not transferred  within  forty-five (45) days after the expiration of
           such thirty (30) day period shall again be subject to the  provisions
           of this Section 4.

      4.5  Each Major Holder shall be entitled to apportion Offered Shares to be
           purchased  among  its  Permitted  Transferees,   provided  that  such
           Purchaser notifies the Selling Shareholder of such allocation.

      5.  RIGHT OF FIRST REFUSAL.
          ----------------------

      5.1  Transfer  Notice.  Subject to the  provisions of Section 3, if at any
           time, any Shareholder  proposes to Transfer Equity  Securities to one
           or more of the  parties  set  forth in Annex A hereto or any of their
           Affiliatespursuant  to  a  proposed  understanding  with  such  third
           parties (a "Limited  Proposal"),  then such  Shareholder  (a "Limited
           Shareholder") shall give the Company and each of the Major Holders, a
           written notice (the "Limited Transfer Notice"), with Limited Transfer
           Notice shall include (i) a description of the Equity Securities to be
           transferred  ("Offered  Limited  Shares"),  (ii) the  identity of the
           prospective  transferees(s)  and  (iii)  the  consideration  and  the
           material terms and conditions  upon which the Limited  Proposal is to
           be made. The Limited  Transfer  Notice shall certify that the Limited
           Shareholder has received a firm offer from prospective  transferee(s)
           and in good faith  believes a binding  agreement  for the Transfer is
           obtainable on the terms set forth in the Limited Transfer Notice. The
           Limited  Transfer  Notice  shall also  include a copy of any  written
           proposal,  term sheet or letter of intent or other agreement  related
           to the proposed sale. Notwithstanding the foregoing, (a) in the event
           that a Shareholder is wholly merged with or is wholly acquired by any
           company headquartered in Taiwan, ROC or any Affiliate of such company
           headquartered in Taiwan,  ROC, the provisions of this Section 5 shall
           not  apply  and/or  (b) in the  event  that any  Limited  Shareholder
           proposes to pledge Shares to a banking institution, such pledge shall
           be  permitted  only if such  Selling  Shareholder  effects the pledge
           subject to the provisions of Sections 4, 5 and 6 hereof, furnishes to
           the other  parties  hereto a written  representation  of the  Selling
           Shareholder   confirming  that,  and  evidence  which  is  reasonably
           satisfactory  to indicate that, such pledge is subject to Sections 4,
           5 and 6 and ensures that no voting  rights with respect to the Shares
           are granted to the banking institution.

      5.2  Major Holders'  Option.  Each Major Holder shall have an option for a
           period of thirty (30) days from its  receipt of the Limited  Transfer
           Notice to elect to  purchase  its  respective  pro rata  share of the
           Offered Limited Shares,  and in the event that any other Major Holder
           does not  exercise  its right  hereunder,  its pro rata share of such
           Offered Limited Shares,  and in the event that any other Major Holder
           does not  exercise  its right  hereunder,  its pro rata share of such
           Offered  Limited Shares not purchased by the other Major Holders (the
           "Excess  Limited Offered  Shares"),  at the same price and subject to
           the same terms and  conditions  as described in the Limited  Transfer
           Notice.  Each Major  Holder may  exercise  such  purchase  option and
           thereby,  purchase  all or any  portion  of its pro rata share of the
           Offered Limited  Shares,  and in the event that any Major Holder does
           not  exercise its right  hereunder,  its pro rata share of the Excess
           Limited Offered Shares, by notifying the Limited  Shareholder and the
           Company in writing,  before  expiration of the thirty (30) day period
           as to the number of Offered Shares and Excess Limited Offered Shares,
           if any, which it wishes to purchase (the "Limited Purchase  Notice").
           Failure to  respond to the  Limited  Transfer  Notice  within (a) the
           applicable  period  will be  considered  a  waiver  of the  right  to
           exercise  the right set forth in this  Section  5.2,  and (b)  within
           forty-five  (45) days after  receipt of the Limited  Transfer  Notice
           will be  considered  a Waiver  of the right of  co-sale  set forth in
           Section  6.1,  provided  that the  Limited  Transfer  Notice  clearly
           references such right of co-sale.  Each Major Holder's pro rata share
           of the  Offered  Limited  Shares,  or of the Excess  Limited  Offered
           Shares,  as the  case  may be,  shall be a  fraction  of the  Offered
           Limited Shares,  or of the Excess Limited Offered shares, as the case
           may be, of which the number of Shares  owned by such Major  Holder on
           the date of the Transfer  Limited  Notice shall be the  numerator and
           the total number of Shares held by all such Major Holders  (excluding
           the Selling  Shareholder) on the date of the Limited  Transfer Notice
           shall be the denominator.

      5.3  If Major Holder(s) give the Limited  Shareholder(s)  Limited Purchase
           Notice(s)  pursuant to Section 5.2 above with  respect to all and not
           part of the Offered  Limited  Shares,  then the  Limited  Shareholder
           shall not  effect  the sale of shares to the third  party  transferee
           rather to the Major Holder(s) exercising their right of first refusal
           and then payment for the Offered  Limited Shares shall be by check or
           wire  transfer  to a bank  account to be  designated  by the  Limited
           Shareholder,  against  delivery of the Offered  Limited  Shares to be
           purchased  at a place agreed upon between the parties and at the time
           of the  scheduled  closing  therefor,  which  shall be no later  than
           forty-five (45) days after the Limited  Shareholders'  receipt of the
           Limited Purchase Notice.

      5.4  If the Major Holder(s) do not give the Limited Shareholder(s) Limited
           Transfer  Notice(s) pursuant to Section 5.2 above with respect to all
           of the Offered Limited Shares,  then the Major Holder(s) shall not be
           entitled to  purchase  the Offered  Limited  Shares,  and the Limited
           Shareholder,  at the expiration of the aforementioned thirty (30) day
           period,  shall be entitled to transfer all (but not less than all) of
           the Offered Limited Shares, provided, however, that in no event shall
           the Limited Shareholder transfer any of the Offered Limited Shares to
           any  transferee on terms more  favorable to such  transferee(s)  than
           those stated in the Transfer Notice, and provided further than any of
           the Offered Shares not transferred  within forty-five (45) days after
           the  expiration of such thirty (30) day period shall again be subject
           to the provisions of this Section 5.4.

      5.5  Each Major  Holder  shall be entitled to  apportion  Offered  Limited
           Shares to be purchased among its Permitted Transferees, provided that
           such Purchaser notifies the Limited Shareholder of such allocation.

      6.  Right of Co-Sale.

      6.1  To the extent the Major Holders do not exercise  their right of first
           refusal in respect of all of the Offered Shares pursuant to Section 4
           above  or  their  right of first  refusal  in  respect  of all of the
           Limited  Offered Shares  pursuant to Section 5 above (for purposes of
           this Section 6,  Offered  Shares or Offered  Limited  Shares shall be
           referred to as "Offered Shares"),  then each Major Holder (a "Co-Sale
           Holder" for  purposes of this  Section 6) shall be entitled to notify
           the Selling Shareholder or the Limited  Shareholder,  as the case may
           be (for  purposes  of this  Section  6, a  Selling  Shareholder  or a
           Limited Shareholder shall be referred to as a "Selling  Shareholder")
           in writing and shall have the right to participate in the Disposition
           pursuant  to  Section 4 above or the  Limited  Proposal  pursuant  to
           Section 5 above on the same terms and  conditions as specified in the
           Transfer Notice or the Limited  Transfer  Notice,  as the case may be
           (for  purposes  of this  Section  6, a  Transfer  Notice or a Limited
           Transfer Notice shall be referred to as a "Transfer Notice"), subject
           to the  provisions of this Section 6. Such selling  Co-Sale  Holder's
           notice to the Selling Shareholder shall indicate the number of shares
           of Equity  Securities  the  Co-Sale  Holder  wishes to sell under its
           right to participate.

      6.2  The  respective  co-sale rights of the Selling  Shareholder  and each
           Co-Sale Holder shall be as follows:  (A) the Selling  Shareholder may
           sell all or any part of that  number of Offered  Shares  equal to the
           product  obtained by multiplying (i) the aggregate  number of Offered
           Shares  by (ii) a  fraction,  the  numerator  of which is 200% of the
           number of Shares owned by such Selling Shareholder on the date of the
           Transfer  Notice and the  denominator of which is the total number of
           Shares  owned by all of the Co-Sale  Holders  (excluding  the Selling
           Shareholder)  and 200% of the number of Shares  owned by the  Selling
           Shareholder  and (B)  each  Co-Sale  Holder  (excluding  the  Selling
           Shareholder)  may  sell  all or any part of that  number  of  Offered
           Shares equal to the product obtained by multiplying (i) the aggregate
           number of Offered  Shares by (ii) a fraction,  the numerator of which
           is the number of Shares owned by such  Co-Sale  Holder on the date of
           the Transfer  Notice and the denominator of which is the total number
           of Shares owned by all of the Co-Sale Holders  (excluding the Selling
           Shareholder)  and 200% of the number of Shares  owned by the  Selling
           Shareholder  on  the  date  of  the  Transfer  Notice  (the  "Co-Sale
           Shares"). The number of Co-Sale Shares to be sold shall be rounded to
           the nearest whole share,  with  one-half  share or more being rounded
           up.
      6.3  Each Co-Sale  Holder shall  effect its  participation  in the sale by
           promptly  delivering to the Selling  Shareholder  for Transfer to the
           prospective  purchaser one or more transfer deeds,  properly executed
           for Transfer, which represent the number of Offered Shares which such
           Co-Sale  Holder elects to sell.  The transfer  deeds that the Co-Sale
           Holder delivers to the Selling Shareholder as provided above shall be
           transferred to the  prospective  purchaser upon  consummation  of the
           sale of the  Offered  Shares  pursuant  to the terms  and  conditions
           specified in the Transfer Notice,  and the Selling  Shareholder shall
           concurrently  therewith  remit to such Co-Sale Holder that portion of
           the net sale  proceeds  to which such  Selling  Holder is entitled by
           reason of its  participation  in such sale.  To the  extent  that any
           prospective  purchaser or  purchasers  prohibits  such  assignment or
           otherwise  refuses  to  purchase  shares or other  securities  from a
           Co-Sale  Holder  exercising  its  rights of  co-sale  hereunder,  the
           Selling  Shareholder shall not sell to such prospective  purchaser or
           purchasers any Offered Shares unless and until,  simultaneously  with
           such sale,  the Selling  Shareholder  shall  purchase  such shares or
           other securities from such Selling Holder for the same  consideration
           and on the  same  terms  and  conditions  as  the  proposed  transfer
           described in the Transfer Notice.
      6.4  NON-EXERCISE OF RIGHTS. To the extent that the Major Holders have not
           exercised  in full their  rights to purchase  all the Offered  Shares
           within the time  periods  specified  in Sections  4.2 and 5.2, as the
           case may be, the  Selling  Shareholder  shall have a period of ninety
           (90)  days  from the  expiration  of the 45 day  period  set forth in
           Sections 4.2 and 5.2, as the case may be (the "Ninety Day Period") to
           sell the Offered  Shares and the Co-Sale  Shares,  if any, upon terms
           and conditions  (including the purchase price) no more favorable than
           those   specified   in  the  Transfer   Notice  to  the   third-party
           transferee(s)  identified  in the Transfer  Notice.  The  third-party
           transferee(s) shall, as a condition to such transfer,  become a party
           to  Section  2 of  this  Agreement  and  become  subject  to all  the
           provisions  included therein unless waived by Major Holders,  holding
           in the aggregate 75% of the aggregate number of shares of the Company
           held at such time by all Major Holders. In the event that the Selling
           Shareholder  and  the  third-party   transferee  remain  desirous  of
           consummating  the sale or  disposition  of the Offered Shares and the
           Co-Sale Shares,  if any, yet due to a delay resulting from failure to
           obtain third party approvals,  the sale or disposition of the Offered
           Shares and the Co-Sale Shares,  if any, cannot be consummated  within
           the Ninety Day Period,  the Ninety Day Period  shall be extended by a
           further  period  of  up to  ninety  (90)  days  (the  "Second  Ninety
           Period").  Notwithstanding the aforesaid in the previous sentence, in
           the event that the Selling  Shareholder  does not consummate the sale
           or disposition of the Offered Shares and the Co-Sale Shares,  if any,
           within the Ninety Day Period or the Second Ninety Day Period,  as the
           case may be, the Major  Holders' first offer rights and first refusal
           rights and the Co-Sale  Holders'  co-sale rights shall continue to be
           applicable to any  subsequent  disposition  of the Offered  Shares by
           such Selling  Shareholder  until such right lapses in accordance with
           the terms of this Agreement.
      6.5  SALE OF SHARES  UNDER RULE 144.  Notwithstanding  the  provisions  of
           Sections 4, 5 and 6, in the event of a Public Sale effected after the
           expiration of the Initial Restricted Period, the Selling  Shareholder
           shall be  permitted  to effect  the  Public  Sale  subject  to and in
           accordance with Rule 144 (including,  without limitation,  the volume
           limitations  included  therein),  and such  Public  Sale shall not be
           subject to the rights of first offer,  first  refusal and co-sale set
           forth in Sections 4, 5 and 6.
      6.6  LIMITATIONS  TO RIGHTS OF FIRST  OFFER,  FIRST  REFUSAL AND  CO-SALE.
           Notwithstanding  the  provisions  of  Sections  3, 4, 5 and 6 of this
           Agreement,  any  Shareholder  may sell or otherwise  assign,  with or
           without consideration, Equity Securities to any Permitted Transferee,
           provided,  however,  that any Permitted  Transferee  shall,  prior to
           receiving  any  such  Equity  Securities  and as a  condition  to the
           effectiveness of any such sale or assignation, become a party to this
           Agreement  and  undertake  to return  such Equity  Securities  to its
           transferor in the event that the Permitted  Transferee ceases to be a
           Permitted Transferee in relation to its transferor.


7.   TERM AND TERMINATION

  ThisAgreement  shall be in effect  from the date  hereof and until the earlier
      of (i) twelve (12) years from the Closing; or (ii) with respect to each of
      SanDisk,  Alliance and Macronix,  upon the termination of their respective
      share  purchase  agreement with the Company.  In addition,  this Agreement
      shall not have any further force and effect to any party of this Agreement
      from the date that such party holds less than 1,000,000 Ordinary Shares of
      the Company. Section 5 shall terminate five years following the end of the
      Restriction Period.

8.   GENERAL PROVISIONS

      8.1  EXPENSES.  Each  party to this  Agreement  will  bear its  respective
           expenses incurred in connection with the preparation,  execution, and
           performance  of this  Agreement,  including  all fees and expenses of
           agents, representatives, counsel, and accountants.
      8.2  CONFIDENTIALITY.  The  parties to this  agreement  will  maintain  in
           confidence,  and  will  cause  the  directors,  officers,  employees,
           agents,  and advisors to maintain in  confidence,  this Agreement and
           any written information furnished by another party in connection with
           this Agreement,  unless (a) such information is already known to such
           party or to  others  not bound by a duty of  confidentiality  or such
           information  becomes  publicly  available  through  no  fault of such
           party, (b) the use of such information is necessary or appropriate in
           making any filing or obtaining  any consent or approval  required for
           the  consummation of this Agreement,  or (c) the furnishing or use of
           such  information is required by any U.S.,  Israeli or other federal,
           state, local or administrative  order, law, ordinance,  or regulation
           or by the applicable rules of any stock exchange.
      8.3  NOTICES.  All notices,  consents,  waivers,  and other communications
           under this  Agreement  must be in writing  and will be deemed to have
           been duly given when (a) delivered by hand (with written confirmation
           of receipt),  (b) sent by telecopier  (with written  confirmation  of
           receipt),  provided that a copy is mailed by registered mail,  return
           receipt requested,  or (c) when received by the addressee, if sent by
           a recognized overnight delivery service (receipt requested),  in each
           case to the  appropriate  addresses and telecopier  numbers set forth
           below (or to such other  addresses and telecopier  numbers as a party
           may designate by notice to the other parties):

       SanDisk:


       Attention: Frank A. Calderoni

       Facsimile No.: (408) 542-0600





       with a copy to: Charles Van Orden, Esq.


       Attention:   Vice   President   and  General
           Counsel


       Facsimile No.: (408) 548-0385





       TIC:


       Attention: Udi Hillman


       Facsimile No.: 972-3-695-3631




           with a copy to: Zvi Ephrat, Adv.
           6 Ramat Yam
           Herzliya 46851
           Facsimile No.:  (972) 9-958-9594




       Alliance:

           Attention: David Eichler
           Facsimile No.: (408) 855-4999




       with  a  copy  to:  Alliance   Semiconductor
           Corporation


       Attention: Bradley  A. Perkins, Esq.


       Facsimile No.: (408) 855-4981





       Macronix:


       Attention: CEO


       Facsimile No.: 886-2-2716-925-





       with a copy to: Macronix  International Co.,
           Ltd.


       Attention: Stacey G. M. Lee, Esq.


       Facsimile No.: 886-3-564-1561




      8.4  JURISDICTION; SERVICE OF PROCESS. Any action or proceeding seeking to
           enforce any  provision of, or based on any right arising out of, this
           Agreement  may be brought  against any of the  parties  solely in the
           courts of the State of California,  and each of the parties  consents
           to the jurisdiction of such courts (and of the appropriate  appellate
           courts) in any such action or proceeding  and waives any objection to
           venue laid therein.  Process in any action or proceeding  referred to
           in the preceding  sentence may be served on any party anywhere in the
           world.
      8.5  FURTHER ASSURANCES.  The parties agree (a) to furnish upon request to
           each other such  further  information,  (b) to execute and deliver to
           each other such  other  documents,  and (c) to do such other acts and
           things, all as the other party may reasonably request for the purpose
           of  carrying  out the  intent  of this  Agreement  and the  documents
           referred to in this Agreement.
      8.6  WAIVER.  The rights and remedies of the parties to this Agreement are
           cumulative and not alternative.  Neither the failure nor any delay by
           any party in exercising  any right,  power,  or privilege  under this
           Agreement or the documents referred to in this Agreement will operate
           as a waiver of such  right,  power,  or  privilege,  and no single or
           partial exercise of any such right, power, or privilege will preclude
           any other or further  exercise of such right,  power, or privilege or
           the exercise of any other right, power, or privilege.  To the maximum
           extent permitted by applicable law, (a) no claim or right arising out
           of this Agreement or the documents  referred to in this Agreement can
           be  discharged  by one  party,  in whole or in part,  by a waiver  or
           renunciation  of the claim or right  unless in writing  signed by the
           other  party;  (b) no  waiver  that may be  given by a party  will be
           applicable except in the specific instance for which it is given; and
           (c) no notice to or demand on one party will be deemed to be a waiver
           of any  obligation  of such party or of the right of the party giving
           such notice or demand to take further action without notice or demand
           as provided in this  Agreement or the  documents  referred to in this
           Agreement.
      8.7  ENTIRE AGREEMENT.  This Agreement  supersedes all prior  shareholders
           agreements between the parties,  including the Shareholders Agreement
           between TIC and SanDisk  dated  August 13, 2000 and the  Shareholders
           Agreement between TIC and Alliance dated August 29, 2000 with respect
           to its  subject  matter and  constitutes  (along  with the  documents
           referred to in this Agreement) a complete and exclusive  statement of
           the terms of the  agreement  between the parties  with respect to its
           subject matter.
      8.8  MODIFICATION.  This  Agreement may not be amended except by a written
           agreement  executed  only by the parties  hereto (or their  Permitted
           Transferees).
      8.9  Adjustment.  In each case in which this Agreement  specifies a number
           of Shares such number will be subject to the  appropriate  adjustment
           in   accordance   with   applicable   law  for  any   reorganization,
           recapitalization,  share split,  share dividend and securities at any
           time  issued  by the  Company  in  exchange  for  such  shares  or in
           connection   with  any   distribution,   merger,   sale  of   assets,
           consolidation or other action by the Company.
      8.10 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither party may
           assign  any of its  rights  under  this  Agreement,  except  for such
           assignments made to Permitted  Transferees along with the transfer of
           Shares to such  Permitted  Transferees,  without the prior consent of
           the other parties.  Subject to the preceding sentence, this Agreement
           will  apply to, be  binding in all  respects  upon,  and inure to the
           benefit of the successors and permitted assigns of the parties.

           Nothing  expressed or referred to in this Agreement will be construed
           to give any person or entity other than the parties to this Agreement
           any legal or equitable right,  remedy, or claim under or with respect
           to this Agreement or any provision of this Agreement.  Subject to the
           above,  this  Agreement and all of its  provisions and conditions are
           for the sole and exclusive  benefit of the parties to this  Agreement
           and their successors and assigns.
      8.11 SEVERABILITY.  If any provision of this  Agreement is held invalid or
           unenforceable  by any  court of  competent  jurisdiction,  the  other
           provisions  of this  Agreement  will remain in full force and effect.
           Any provision of this Agreement held invalid or unenforceable only in
           part or degree will remain in full force and effect to the extent not
           held invalid or unenforceable.
      8.12 SECTION  HEADINGS,  CONSTRUCTION.  The  headings  of Sections in this
           Agreement are provided for  convenience  only and will not affect its
           construction  or  interpretation.  All  references  to  "Section"  or
           "Sections"  refer to the  corresponding  Section or  Sections of this
           Agreement.  All words used in this  Agreement will be construed to be
           of  such  gender  or  number  as the  circumstances  require.  Unless
           otherwise expressly provided, the word "including" does not limit the
           preceding words or terms.
      8.13 TIME OF ESSENCE.  With regard to all dates and time periods set forth
           or referred to in this Agreement, time is of the essence.
      8.14 GOVERNING LAW.  Subject to such  provisions of the Israeli  Companies
           Law  which  are  applicable  to this  Agreement  and which may not be
           stipulated,  this Agreement will be governed by the laws of the State
           of California without regard to conflicts of law principles.
      8.15 COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
           counterparts,  each of which will be deemed to be an original copy of
           this Agreement and all of which, when taken together,  will be deemed
           to constitute one and the same agreement.


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

                             SanDisk Corporation

                             By:  /s/ Eli Harari
                                  ----------------------
                             Name: Eli Harari
                             Title: CEO

                             The Israel Corporation Ltd.

                             By:  /s/ Yossi Rose
                                  ----------------------
                             Name: Yossi Rose
                             Title: President and CEO

                             Alliance Semiconductor Corp.

                             By:  /s/ N. Damodar Reddy
                                  ----------------------
                             Name: N. Damodar Reddy
                             Title: President and CEO

                             Macronix International Co.,
                             Ltd., on behalf of itself and
                             its affiliates

                             By:  /s/ Miin Wu
                                  ----------------------
                             Name: Miin Wu
                             Title: President


</TEXT>
</DOCUMENT>
