8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 28, 2007

Integrated Silicon Solution, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-23084	77-0199971
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1940 Zanker Road

San Jose, California

95112

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (408) 969-6600

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As described in the Tender Offer Statement on Schedule TO filed by Integrated Silicon Solution, Inc., a Delaware corporation (“ISSI”), with the Securities and Exchange Commission on November 28, 2007, ISSI announced, among other things, that it plans to repurchase up to 10 million shares of its common stock through a self-tender offer at a price of $7.00 per share, for a total repurchase price of up to $70 million (the “Tender Offer”).

This report is not an offer to buy or the solicitation of an offer to sell any shares of ISSI’s common stock. The solicitation of offers to buy ISSI’s common stock and specific instructions will only be made pursuant to the Offer to Purchase and related materials to be mailed to stockholders in connection with the Tender Offer. Stockholders should read those materials carefully because they will contain important information, including the various terms and conditions of the tender offer. In addition, ISSI is also filing with the Securities and Exchange Commission (the “SEC”) on Schedule TO the Offer to Purchase, the related Letter of Transmittal and other materials related to the Tender Offer, which will be available once filed through the SEC’s internet address at http://www.sec.gov without charge. These documents also may be downloaded without charge from ISSI’s website at www.issi.com.

Riley Letter Agreement

In connection with the Tender Offer, on November 28, 2007, ISSI entered into a letter agreement (the “Riley Letter Agreement”) with Riley Investment Management, LLC, Riley Investment Partners Master Fund, L.P., Bryant R. Riley, B. Riley & Co. Retirement Trust, and B. Riley & Co., LLC, (the “Riley Parties”). Pursuant to the Letter Agreement, the parties have agreed that:

• effective upon the closing of the Tender Offer, each of Bryant R. Riley and Melvin Keating will resign from the Board of Directors of ISSI;

• the Riley Parties and ISSI shall enter in to a standstill agreement, as described in further detail below; and

• upon the closing of the Tender Offer, the terms of the letter agreement among ISSI and the Riley Parties, dated August 28, 2006, as amended as of November 30, 2006 (as previously described by ISSI in its Current Reports on Form 8-K filed with the Securities and Exchange Commission on August 30, 2006 and December 7, 2006, respectively), shall immediately terminate and be of no further force or effect on and after such date.

Bryant R. Riley, an affiliate of the other Riley Parties, is a member of the Board of Directors of ISSI and its Nominating Committee and Compensation Committee.

The foregoing description of the Riley Letter Agreement is qualified in its entirety by reference to the text of such agreement which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Keating Letter Agreement

In connection with the Tender Offer and the Riley Letter Agreement, on November 28, 2007, ISSI entered into a letter agreement with Melvin Keating (the “Keating Letter Agreement”), a member of the Board of Directors of ISSI, pursuant to which Mr. Keating agreed to resign from the Board of Directors of ISSI effective upon the closing of the Tender Offer.

The foregoing description of the Keating Letter Agreement is qualified in its entirety by reference to the text of such agreement which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Riley Standstill Agreement

In connection with the Tender Offer and pursuant to the Riley Letter Agreement, on November 28, 2007, ISSI entered into a Standstill Agreement (the “Riley Standstill Agreement”) with the Riley Parties, pursuant to which the Riley Parties agreed, until the date on which proxies for the 2011 annual meeting of stockholders of ISSI are first solicited (but no later than March 31, 2011), not to, among other things:

• acquire (or offer or agree to acquire) any material amount of assets of ISSI, or encourage any third party to do so;

• encourage any third party that they acquire, or offer or agree to acquire, 1% or more of any voting securities of ISSI (including any such securities already held by such third party);

• participate (or encourage any third party to participate) in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of ISSI, with respect to the foregoing or, among other things, (i) any extraordinary transaction, such as a merger, reorganization or liquidation involving ISSI, certain changes in the present structure or membership of the Board of Directors or management of ISSI or any change to any material term of the employment contract of any executive officer of ISSI, (ii) the opposition of any person nominated by ISSI’s nominating committee, or (iii) any material change in ISSI’s capital structure or business; or

• take any action that could require ISSI to make a public announcement regarding the possibility of the foregoing or take certain other actions in connection with the foregoing, including making a public announcement or forming or participating in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

Bryant R. Riley, an affiliate of the other Riley Parties, is a member of the Board of Directors of ISSI and its Nominating Committee and Compensation Committee.

The foregoing description of the Riley Standstill Agreement is qualified in its entirety by reference to the text of such agreement which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

Miller Standstill Agreement

In connection with the Tender Offer, on November 28, 2007, ISSI entered into a Standstill Agreement (the “Miller Standstill Agreement”) with the Trust A-4 - Lloyd I. Miller, an Ohio trust, Trust C - Lloyd I. Miller, an Ohio trust, Milgrat I(OOOOO), an Ohio trust, Milgrat II(FF), an Ohio trust, Milgrat I(XXX), an Ohio trust, Milgrat I(ZZZZ), an Ohio trust, Milfam II L.P., a Georgia limited partnership and Lloyd I. Miller, III. The terms of the Miller Standstill Agreement are substantially the same as the terms of the Riley Standstill Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

See Item 1.01 above for a description of the Riley Letter Agreement and the Keating Letter Agreement, pursuant to which Bryant R. Riley and Melvin Keating have agreed on November 28, 2007 to resign from the Board of Directors of ISSI effective upon the closing of the Tender Offer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Letter Agreement dated as of November 28, 2007, among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, Riley Investment Partners Master Fund, L.P., Bryant R. Riley, B. Riley & Co. Retirement Trust, and B. Riley & Co., LLC,
10.2	Letter Agreement dated as of November 28, 2007, between Integrated Silicon Solution, Inc. and Melvin Keating.
10.3	Standstill Agreement dated as of November 28, 2007 among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, Riley Investment Partners Master Fund, L.P., Bryant R. Riley, B. Riley & Co. Retirement Trust, and B. Riley & Co., LLC,
10.4	Standstill Agreement dated as of November 28, 2007, by and among Integrated Silicon Solution, Inc., Trust A-4 - Lloyd I. Miller, an Ohio trust, Trust C - Lloyd I. Miller, an Ohio trust, Milgrat I(OOOOO), an Ohio trust, Milgrat II(FF), an Ohio trust, Milgrat I(XXX), an Ohio trust, Milgrat I(ZZZZ), an Ohio trust, Milfam II L.P., a Georgia limited partnership and Lloyd I. Miller, III.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED SILICON SOLUTION, INC.
Date: December 3, 2007	/s/ SCOTT D. HOWARTH
	Scott D. Howarth
	President and Chief Financial Officer

INDEX TO EXHIBITS

10.1	Letter Agreement dated as of November 28, 2007, among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, Riley Investment Partners Master Fund, L.P., Bryant R. Riley, B. Riley & Co. Retirement Trust, and B. Riley & Co., LLC,
10.2	Letter Agreement dated as of November 28, 2007, between Integrated Silicon Solution, Inc. and Melvin Keating.
10.3	Standstill Agreement dated as of November 28, 2007 among Integrated Silicon Solution, Inc., Riley Investment Management, LLC, Riley Investment Partners Master Fund, L.P., Bryant R. Riley, B. Riley & Co. Retirement Trust, and B. Riley & Co., LLC,
10.4	Standstill Agreement dated as of November 28, 2007, by and among Integrated Silicon Solution, Inc., Trust A-4 - Lloyd I. Miller, an Ohio trust, Trust C - Lloyd I. Miller, an Ohio trust, Milgrat I(OOOOO), an Ohio trust, Milgrat II(FF), an Ohio trust, Milgrat I(XXX), an Ohio trust, Milgrat I(ZZZZ), an Ohio trust, Milfam II L.P., a Georgia limited partnership and Lloyd I. Miller, III.

EX-10.1

Exhibit 10.1

November 28, 2007

Bryant R. Riley

Riley Investment Management LLC

11000 Santa Monica Boulevard

Suite 810

Los Angeles, CA 90025

Re: Integrated Silicon Solution, Inc. (“ISSI” or the “Company”)

Dear Bryant:

This letter is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.

1) As approved by the ISSI Board of Directors on November 27, 2007, the Company plans to purchase up to $70.0 million of its common stock in a “fixed price” tender offer at $7.00 per share (the “Tender Offer”) pursuant to tender offer materials to be filed by the Company with the Securities and Exchange Commission no later than December 7, 2007 (the “Tender Offer Materials”).

2) Effective upon the closing of the Tender Offer where the Company has purchased and paid for all shares tendered at $7.00 up to $70.0 million (the “Tender Offer Closing”), you and Melvin Keating hereby agree to resign from the Board of Directors of ISSI. Such resignations will be disclosed in the Tender Offer Materials.

4) On the date hereof, you will enter into a Standstill Agreement with ISSI in the form attached hereto as Exhibit A which will become effective immediately upon the closing of the Tender Offer.

5) Upon the Tender Offer Closing, the terms of the letter agreement between you and ISSI dated August 28, 2006, as amended as of November 30, 2006, shall immediately terminate and be of no further force or effect on and after such date.

You and ISSI agree that either party may make the contents of this letter public in order to comply with applicable federal and state securities laws.

Regards,

Integrated Silicon Solution, Inc.

/s/ Jimmy S.M. Lee

Jimmy S.M. Lee, Chairman and CEO

Accepted and agreed to:
Riley Investment Management LLC
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member

Riley Investment Partners Master Fund, L.P.
By:	Riley Investment Management, LLC, its General Partner
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member

/s/ Bryant R. Riley

Bryant R. Riley

B. Riley & Co. Retirement Trust
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Trustee

B. Riley & Co., LLC
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Chairman

Dated: November 28, 2007

EX-10.2

Exhibit 10.2

November 28, 2007

Melvin L. Keating

President & CEO, Alliance Semiconductor

2900 Lakeside Drive, Suite 229

Santa Clara, CA. 95054

Re: Integrated Silicon Solution, Inc. (“ISSI” or the “Company”)

Dear Mel:

This letter is intended to reflect our recent discussions. To confirm your agreement to the matters herein, please sign and return this letter to me.

1) As approved by the ISSI Board of Directors on November 27, 2007, the Company plans to purchase up to $70.0 million of its common stock in a “fixed price” tender offer at $7.00 per share (the “Tender Offer”) pursuant to tender offer materials to be filed by the Company with the Securities and Exchange Commission no later than December 7, 2007 (the “Tender Offer Materials”).

2) Effective upon the closing of the Tender Offer where the Company has purchased and paid for all shares tendered at $7.00 up to $70.0 million (the “Tender Offer Closing”), you hereby agree to resign from the Board of Directors of ISSI. Such resignation will be disclosed in the Tender Offer Materials.

You and ISSI agree that either party may make the contents of this letter public in order to comply with applicable federal and state securities laws.

Regards,

Integrated Silicon Solution, Inc.

/s/ Jimmy S.M. Lee

Jimmy S.M. Lee, Chairman and CEO

Accepted and agreed to:
By:	/s/ Melvin L. Keating
	Melvin L. Keating

EX-10.3

EXHIBIT 10.3

STANDSTILL AGREEMENT

This STANDSTILL AGREEMENT (this “Agreement”) is made as of November 28, 2007, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Riley Investment Management, LLC, a Delaware limited liability company, Riley Investment Partners Master Fund, L.P., a Cayman Islands limited partnership, Bryant R. Riley, B. Riley & Co. Retirement Trust, a California trust, and B. Riley & Co., LLC, a Delaware limited liability company (collectively, the “Holders”).

For and in consideration of the covenants and agreements set forth in that certain letter dated November 28, 2007 from the Company, and countersigned by each of the Holders (the “Letter Agreement”), the Holders agree, on each of their behalf, and on behalf of each of their “affiliates” (as that term is defined in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act (as defined below)) (an “Affiliate”) to take or abstain from taking certain actions, as described in this Agreement.

1. Standstill. Each Holder agrees that for a period (“Restricted Period”) commencing with the effective date of this Agreement pursuant to Section 3 and ending on the date that proxies for the Company’s 2011 annual meeting of stockholders are first solicited by the Company (or March 31, 2011, if earlier), neither such Holder nor any Affiliate of such Holder shall, without the prior written consent of the Company:

(a) acquire, offer to acquire, or agree to acquire, or encourage or suggest to any third party that they acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material amount of assets of the Company or any subsidiary or division thereof or of any successor or controlling person to the Company or any subsidiary or division thereof;

(b) acquire, offer to acquire, or agree to acquire, or encourage or suggest to any third party that they acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Company or any subsidiary thereof, such that the Holders hold, together, more than the sum of (x) 1% of the outstanding voting securities of the Company (including any such securities held prior to the contact by such Holder or Affiliate of a Holder) and plus (y) the percentage of securities beneficially held in the aggregate by the Holders and their Affiliates immediately after the Tender Offer Closing;

(c) make, or in any way participate, directly or indirectly, or encourage or suggest to any third party that they make, or in any way participate, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company with respect to (i) a transaction described in (a) or (b) above, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any subsidiary or division thereof, (iii) any material change in the present board of directors or management of the Company or any subsidiary or division thereof, including, but not limited to, any plans or proposals to change the number or the term of directors, to remove any director or to fill any existing vacancies on the board, or to change any material term of the employment contract of any executive officer, (iv) the opposition of any person nominated by the Company’s management or nominating committee, (v) any material change in the Company’s capital structure or business, or (vi) any other action to or seek to control or influence the management, Board of Directors or policies of the Company;

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(d) make any public announcement with respect to any matter described in subparagraphs (a), (b) and (c) above;

(e) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with any of the foregoing;

(f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or

(g) request the Company or any of its Affiliates, directly or indirectly, in any public manner to amend or waive any provision of this paragraph (including this subparagraph).

2. No Restrictions on Providing Research Reports.

(a) Nothing in this Agreement shall restrict, or be construed to limit, the non-public statements which may be made, or the actions which may be taken, by a Holder or any Affiliate of a Holder in his or her capacity as an investment manager with respect to investment advisory clients of Riley Investment Management LLC.

(b) Nothing in the Agreement shall restrict, or be construed to limit, the statements which may be made in research reports (or addendums or communications related thereto) of B. Riley & Co., LLC so long as Bryant Riley does not prepare or otherwise participate in the preparation of such research reports or communications.

3. Effectiveness of Agreement. This Agreement shall become effective immediately upon the closing of the tender offer as approved by the ISSI Board of Directors on November 27, 2007, to purchase up to $70.0 million of its common stock in a “fixed price” tender offer where the Company has purchased and paid for all shares tendered at $7.00 up to $70.0 million pursuant to tender offer materials to be filed by the Company with the Securities and Exchange Commission no later than December 7, 2007 (the “Tender Offer Closing”).]

4. Successors and Assigns; Waiver and Amendment. The provisions of this Agreement shall inure to the benefit of and be binding upon the Company, each of the Holders and their respective Affiliates, successors and assigns, including any successor to any Holder or the Company or substantially all of the Company’s assets or business, by merger, consolidation, purchase of assets, purchase of stock or otherwise. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of each of the parties and that refers specifically to the particular provision or provisions being waived or amended. Any such amendment or waiver by or on behalf of the Company, and any other action that may be taken by or on behalf of the Company pursuant to this Agreement, shall require the approval of a majority of the authorized members of the Company’s Board of Directors.

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5. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, and shall be binding upon the parties hereto in the United States and worldwide.

6. Remedies; Severability. Each Holder agrees that its obligations hereunder are necessary and reasonable in order to protect the Company and its business, and expressly agrees that monetary damages may be inadequate to compensate the Company for any breach by any of the Holders of any their respective covenants and agreements set forth herein. Accordingly, each Holder agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

7. Entire Agreement. This Agreement and the Letter Agreement constitute the entire agreement between the parties hereto and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Remainder of page intentionally left blank]

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

INTEGRATED SILICON SOLUTION, INC.
By:	/s/ Jimmy S.M. Lee
Name:	Jimmy S.M. Lee
Title:	Chairman and CEO

RILEY INVESTMENT MANAGEMENT, LLC
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member

RILEY INVESTMENT PARTNERS MASTER FUND, L.P.
By:	Riley Investment Management, LLC, its General Partner
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Managing Member

/s/ Bryant R. Riley

Bryant R. Riley

B. RILEY & CO. RETIREMENT TRUST
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Trustee

B. RILEY & CO., LLC
By:	/s/ Bryant R. Riley
	Bryant R. Riley, Chairman

STANDSTILL AGREEMENT

SIGNATURE PAGE

EX-10.4

Exhibit 10.4

STANDSTILL AGREEMENT

This Standstill Agreement (this “Agreement”) is made as of November 28, 2007, by and among Integrated Silicon Solution, Inc., a Delaware corporation (“Company”), Trust A-4 - Lloyd I. Miller, an Ohio trust (“Trust A-4”), Trust C - Lloyd I. Miller, an Ohio trust (“Trust C” and collectively with Trust A-4 referred to herein as the “Trust Entities”), Milgrat I(OOOOO) (“Milgrat 1”), an Ohio trust, Milgrat II(FF), an Ohio trust (“Milgrat 2”), Milgrat I(XXX), an Ohio trust (“Milgrat 3”), Milgrat I(ZZZZ), an Ohio trust (“Milgrat 4” and collectively with Milgrat 1, Milgrat 2 and Milgrat 3 referred to herein as the “Milgrats”), and Milfam II L.P., a Georgia limited partnership (“Milfam II” and collectively with the Milgrats referred to herein as the “Milfam Entities”) and Lloyd I. Miller, III (“Miller”). The Milfam Entities and the Trust Entities are collectively referred to herein as the “Holders.” As of the date hereof, the Trust Entities held an aggregate of 1,728,591 shares of the Company’s common stock and the Milfam Entities held an aggregate of 1,864,959 shares of the Company’s common stock.

The Milfam Entities agree, on each of their behalf, and on behalf of each of their “affiliates” (as that term is defined in Rule 12b-2 of the rules and regulations promulgated under the Exchange Act (as defined below)) (an “Affiliate”) and Miller agrees to use commercially reasonable efforts as the investment advisor to the trustee of the Trust Entities to cause the Trust Entities, on each of their behalf, and on behalf of each of their Affiliates, to take or abstain from taking certain actions, as described in this Agreement. Notwithstanding the foregoing and anything to the contrary herein, that certain Trust Agreement, entered into on July 16, 1990 by Lloyd A. Crider, as grantor and Lloyd I. Miller, III and Martin G. Miller, as co-trustees, shall not be deemed to be an Affiliate of the Holders hereto.

1. Standstill. For a period (“Restricted Period”) commencing with the effective date of this Agreement pursuant to Section 2 and ending on the date that proxies for the Company’s 2011 annual meeting of stockholders are first solicited by the Company (or March 31, 2011, if earlier), the Milfam Entities, on each of their behalf, and on behalf of each of their Affiliates, and Miller agrees to use commercially reasonable efforts as the investment advisor to the trustee of the Trust Entities to cause the Trust Entities, on each of their behalf, and on behalf of each of their Affiliates, to neither, without the prior written consent of the Company:

(a) acquire, offer to acquire, or agree to acquire, or encourage or suggest to any third party that they acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any material amount of assets of the Company or any subsidiary or division thereof or of any successor or controlling person to the Company or any subsidiary or division thereof;

(b) acquire, offer to acquire, or agree to acquire, or encourage or suggest to any third party that they acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights to acquire any voting securities of the Company or any subsidiary thereof, such that the Holders hold, together, more than the sum of (x) 1% of the outstanding voting securities of the Company (including any such securities held prior to the contact by such Holder or Affiliate of a Holder) plus (y) the percentage of securities beneficially held in the aggregate by the Holders and their Affiliates immediately after the Tender Offer Closing (as defined below);

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(c) make, or in any way participate, directly or indirectly, or encourage or suggest to any third party that they make, or in any way participate, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Securities and Exchange Commission (“SEC”)), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company with respect to (i) a transaction described in (a) or (b) above, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any subsidiary or division thereof, (iii) any material change in the present board of directors or management of the Company or any subsidiary or division thereof, including, but not limited to, any plans or proposals to change the number or the term of directors, to remove any director or to fill any existing vacancies on the board, or to change any material term of the employment contract of any executive officer, (iv) the opposition of any person nominated by the Company’s management or nominating committee, (v) any material change in the Company’s capital structure or business, or (vi) any other action to or seek to control or influence the management, Board of Directors or policies of the Company;

(d) make any public announcement with respect to any matter described in subparagraphs (a), (b) and (c) above;

(e) form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with any of the foregoing;

(f) take any action that could reasonably be expected to require the Company to make a public announcement regarding the possibility of any of the events described in clauses (a) through (e) above; or

(g) request the Company or any of its Affiliates, directly or indirectly, in any public manner to amend or waive any provision of this paragraph (including this subparagraph).

2. Effectiveness of Agreement. This Agreement shall become effective immediately upon the closing of the tender offer as approved by the Board of Directors of the Company on November 27, 2007, to purchase up to $70.0 million of its common stock in a “fixed price” tender offer where the Company has purchased and paid for all shares tendered at $7.00 up to $70.0 million pursuant to tender offer materials to be filed by the Company with the SEC no later than December 7, 2007 (the “Tender Offer Closing”).

3. Successors and Assigns; Waiver and Amendment. The provisions of this Agreement shall inure to the benefit of and be binding upon the Company, each of the Holders and their respective Affiliates, successors and assigns, including any successor to any Holder or the Company or substantially all of the Company’s assets or business, by merger, consolidation, purchase of assets, purchase of stock or otherwise. No failure or delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this

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Agreement. No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of each of the parties and that refers specifically to the particular provision or provisions being waived or amended. Any such amendment or waiver by or on behalf of the Company, and any other action that may be taken by or on behalf of the Company pursuant to this Agreement, shall require the approval of a majority of the authorized members of the Company’s Board of Directors.

4. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, and shall be binding upon the parties hereto in the United States and worldwide.

5. Remedies; Severability. Each Holder agrees that its obligations hereunder are necessary and reasonable in order to protect the Company and its business, and expressly agrees that monetary damages may be inadequate to compensate the Company for any breach by any of the Holders of any their respective covenants and agreements set forth herein. Accordingly, each Holder agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Company and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Company shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

6. Entire Agreement. This Agreement constitute the entire agreement between the parties hereto and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Remainder of page intentionally left blank]

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

INTEGRATED SILICON SOLUTION, INC.
By:	/s/ Jimmy S.M. Lee
	Name: Jimmy S.M. Lee
	Title: Chairman and CEO

TRUST A-4 - LLOYD I. MILLER
By:	PNC Bank, N.A.
Its:	Trustee
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Investment Advisor to Trustee

TRUST C - LLOYD I. MILLER
By:	PNC Bank, N.A.
	Its: Trustee
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Investment Advisor to Trustee

MILGRAT I(OOOOO)
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Trustee

MILGRAT II(FF)
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Trustee

MILGRAT I(XXX)
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Trustee

STANDSTILL AGREEMENT

SIGNATURE PAGE

MILGRAT I(ZZZZ)
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Trustee

MILFAM II L.P.
By:	Milfam LLC
Its:	General Partner
By:	/s/ Lloyd I. Miller III
	Name: Lloyd I. Miller, III
	Title: Manager

STANDSTILL AGREEMENT

SIGNATURE PAGE