DEFA14A

UNITED STATES 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): December 1, 2006

ALLIANCE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

000-22594
(Commission File Number)

Delaware
(State or other jurisdiction of
incorporation) 77-0057842
(I.R.S. Employer Identification No.)

2900 Lakeside Drive
Santa Clara, California 95054-2831
(Address of principal executive offices, with zip code)

(408) 855-4900
(Registrant’s telephone number, including area code)

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:

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 2.1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 99.1

Item 1.01 Entry Into a Material Definitive Agreement.

Sale of Venture Portfolio

     On December 1, 2006, Alliance Semiconductor Corporation (“Alliance”) entered into an agreement (the “Purchase Agreement”) with QTV Capital Limited (“QTV Capital”) for the sale of a portfolio of venture securities held by five investment partnerships controlled by Alliance. Pursuant to the Purchase Agreement, QTV Capital agreed to pay $123.6 million in cash for the limited partnership and general partnership interests in the five Alliance partnerships that collectively hold a number of private company investments (the “QTV Transaction”). Certain minor investments held by the Alliance partnerships are not being sold in the transaction. The transaction has been approved by the Board of Directors of Alliance and by the managing directors of QTV Capital and is subject to the approval of Alliance’s stockholders and other customary closing conditions.

     The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A press release dated December 1, 2006 regarding the Purchase Agreement is attached hereto as Exhibit 99.1.

     Pantheon Ventures, Inc. (“Pantheon”) is QTV Capital’s financial partner in the proposed transaction. QTV Capital received and accepted a commitment letter from Pantheon (the “Commitment Letter”), which states that it may be delivered to and relied upon by Alliance, and which provides that Pantheon has approved a form of the Purchase Agreement and confirmed that Pantheon has obtained all approvals needed to commit the funds required to pay the purchase price upon consummation of the QTV Transaction and to execute a limited partnership agreement with QTV Capital in the form attached to the Commitment Letter.

AVM Partnership Arrangements

     As disclosed in previous filings with the Commission, on May 3, 2006 Alliance replaced the general partner (Alliance Venture Management LLC) of each of the Alliance Ventures limited partnerships (each, a “Partnership” and together the “Partnerships”) and designated ALSC Venture Management, LLC (“ALSC Venture”) as the new general partner. In connection with this replacement, Alliance and Alliance Venture Management, LLC (“AVM”), the replaced general partner, agreed in principle to remove existing provisions of the Partnership agreements regarding the general partner’s compensation, that Mr. V.R. Ranganath, who was previously involved in the management of AVM, would continue to participate in managing the Partnerships, and to a complete release of all claims related to the Partnerships.

     In order to formalize these agreements, as of December 1, 2006, Alliance entered into a Partnership Interests Purchase Agreement (the “Partnership Interests Agreement”) with AVM, whereby Alliance agreed to purchase AVM’s special limited partnership interest in each Partnership (together, the “Partnership Interests”) that AVM retained subsequent to the change in general partner. As consideration for the Partnership Interests, Alliance agreed to pay $400,000, plus 2% of the gross sale proceeds received from portfolio investments held by any of the Partnerships. Alliance has advised AVM that it believes that the consummation of the QTV Transaction would trigger a payment of 2% of the gross sale proceeds from such transaction under the terms of the Partnership Interests Agreement. The foregoing description of the Partnership Interests Agreement is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

     In connection with the Partnership Interests Agreement, Alliance, ALSC Venture, and each of the Partnerships, on one hand (together, the “ALSC Parties”) and AVM, on the other hand, entered into a mutual release (the “Mutual Release”) dated as of December 1, 2006, whereby the ALSC Parties and AVM released each other, respectively, from all claims, liabilities, obligations and actions arising out of,

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or relating to the Partnerships. Also as of December 1, 2006, ALSC Venture and each Partnership entered into a Management Agreement (the “Management Agreement”), whereby the parties agreed that ALSC Venture would receive an annual management fee of $300,000 from the Partnerships and V.R. Ranganath would provide his services to ALSC Venture. It is the intention of Alliance, as owner of all of the interests in each Partnership and all of the interests in ALSC Venture, that the Management Agreement will be terminated prior to the consummation of the QTV Transaction. ALSC Venture also entered into an employment agreement with V.R. Ranganath as of December 1, 2006, providing for Mr. Ranganath’s employment at an annual rate of $300,000 per year, effective commencing May 17, 2006. The employment agreement may be assigned to Alliance if the Partnerships are sold to a party not affiliated with Alliance, which Alliance expects to happen at the consummation of the QTV Transaction. The foregoing descriptions of the Mutual Release, the Management Agreement and the Employment Agreement are qualified in their entirety by reference to such agreements, copies of which are attached hereto as Exhibit 10.2, 10.3 and 10.4 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
2.1	Purchase Agreement dated December 1, 2006 by and between Alliance Semiconductor Corporation and QTV Capital Limited.
10.1	Partnership Interests Purchase Agreement dated as of December 1, 2006 by and among Alliance Semiconductor Corporation and Alliance Venture Management, LLC.
10.2	Mutual Release, dated as of December 1, 2006, by and among Alliance Semiconductor Corporation, ALSC Venture Management, LLC, Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P., Alliance Ventures V, L.P. and Alliance Venture Management, LLC.
10.3	Management Agreement dated as of December 1, 2006 by and among ALSC Venture Management, LLC, Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P.
10.4	Employment Agreement dated as of December 1, 2006 by and between ALSC Venture Management and V.R. Ranganath.
99.1	Press Release dated December 1, 2006.

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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.

	ALLIANCE SEMICONDUCTOR CORPORATION
Date: December 7, 2006	By:	/s/ Karl H. Moeller, Jr.
		Karl H. Moeller, Jr.
		Interim Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Purchase Agreement dated December 1, 2006 by and between Alliance Semiconductor Corporation and QTV Capital Limited.
10.1	Partnership Interests Purchase Agreement dated as of December 1, 2006 by and among Alliance Semiconductor Corporation and Alliance Venture Management, LLC.
10.2	Mutual Release, dated as of December 1, 2006, by and among Alliance Semiconductor Corporation, ALSC Venture Management, LLC, Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P., Alliance Ventures V, L.P. and Alliance Venture Management, LLC.
10.3	Management Agreement dated as of December 1, 2006 by and among ALSC Venture Management, LLC, Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P.
10.4	Employment Agreement dated as of December 1, 2006 by and between ALSC Venture Management and V.R. Ranganath.
99.1	Press Release dated December 1, 2006.

EX-2.1

Exhibit 2.1

PURCHASE AGREEMENT REGARDING

LIMITED PARTNERSHIP INTEREST

IN

ALLIANCE VENTURES I, L.P.,
ALLIANCE VENTURES II, L.P.,
ALLIANCE VENTURES III, L.P.,
ALLIANCE VENTURES IV, L.P. and
ALLIANCE VENTURES V, L.P.
each, a California limited partnership

and

GENERAL PARTNERSHIP INTEREST

IN

ALSC VENTURE MANAGEMENT, LLC
a California limited liability company

By and Between

ALLIANCE SEMICONDUCTOR CORPORATION
a Delaware corporation
(“Seller”)

and

QTV CAPITAL LIMITED
a Cayman Islands Limited Duration Company
(“Purchaser”)

TABLE OF CONTENTS

	Page
Article 1. PURCHASE AND SALE		2
1.1 Agreement to Sell and Purchase		2
1.2 Purchase Price		2
Article 2. REPRESENTATIONS AND WARRANTIES OF SELLER		3
2.1 Representations and Warranties by Seller		3
2.2 Knowledge		5
Article 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER		6
3.1 Representations and Warranties of Purchaser		6
3.2 Knowledge		7
Article 4. CERTAIN COVENANTS		7
4.1 Consummation of Transaction		7
4.2 Accuracy of Representations and Warranties		7
4.3 Additional Trading Activity by Seller		7
4.4 Seller Stockholder Approval; Proxy Statement		8
4.5 No Solicitation of Transactions		9
4.6 Treatment of Excluded Assets		12
4.7 Confidentiality		12
4.8 Public Announcements		12
4.9 Certificate of Price Adjustment		12
4.10 Assignment and Assumption Agreement		12
4.11 Information Relating to Portfolio Securities		12
4.12 Post-Closing Cooperation		13
Article 5. CONDITIONS TO THE TRANSACTION		13
5.1 Conditions to Obligations of Each Party		13
5.2 Additional Conditions to Obligations of Seller		13
5.3 Additional Conditions To Obligations of Purchaser		14
Article 6. CLOSING		14
6.1 The Closing		14
6.2 Deliverables by Purchaser at or prior to the Closing		15
6.3 Deliverables by Seller at or prior to the Closing		15

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TABLE OF CONTENTS
(continued)

	Page
Article 7. TERMINATION; WAIVER		16
7.1 Termination		16
7.2 Notice of Termination Effect of Termination		19
7.3 Waiver		19
Article 8. MISCELLANEOUS		19
8.1 Survival of Representations and Warranties		19
8.2 Further Instruments		20
8.3 Notices		20
8.4 Rule of Construction		21
8.5 Entire Agreement; Amendments		21
8.6 Binding Effect/Assignability		21
8.7 Schedules		21
8.8 Governing Law		21
8.9 Counterparts		21
8.10 Expenses		22
8.11 Partnership Tax Matters		22

PURCHASE AGREEMENT REGARDING
LIMITED PARTNERSHIP INTERESTS and GENERAL PARTNERSHIP
INTEREST

     This Purchase Agreement Regarding Limited Partnership Interests in Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P. and all interest in ALSC Venture Management, LLC, the general partner of each such partnership (this “Agreement”) is made as of the date when the last Party to sign this Agreement signs the same; provided, however, that such date shall not occur later than December 11, 2006 (the “Effective Date”) by and between Alliance Semiconductor Corporation (“Seller”) and QTV Capital Limited (“Purchaser”). Seller and Purchaser are also referred to individually as a “Party” and together as the “Parties.”

WHEREAS:

     A. Seller, a Delaware corporation, is the sole limited partner of each California limited partnership set forth below (each, a “Partnership,” and collectively, the “Partnerships”) and is able to convey all the limited partnership interests in each Partnership (together, the “Limited Partnership Interest”) and, by reason of owning one hundred percent (100.0%) of the ownership interests in the general partner of each Partnership, owns one hundred percent (100.0%) of the interests in each Partnership, pursuant to the terms of the respective agreements (each a “Partnership Agreement” and collectively, the “Partnership Agreements”) set forth below:

Partnership	Partnership Agreement
Alliance Ventures I, L.P.	Alliance Ventures I, L.P. Agreement of Limited Partnership dated November 12, 1999 by and among Seller and ALSC Venture Management, LLC, as amended and restated.
Alliance Ventures II, L.P.	Alliance Ventures II, L.P. Agreement of Limited Partnership dated November 12, 1999 by and among Seller and ALSC Venture Management, LLC, as amended and restated.
Alliance Ventures III, L.P.	Alliance Ventures III, L.P. Agreement of Limited Partnership dated February 28, 2000 by and among Seller and ALSC Venture Management, LLC, as amended and restated.
Alliance Ventures IV, L.P.	Alliance Ventures IV, L.P. Agreement of Limited Partnership dated January 23, 2001 by and among Seller and ALSC Venture Management, LLC, as amended and restated.

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Partnership	Partnership Agreement
Alliance Ventures V, L.P.	Alliance Ventures V, LP Agreement of Limited Partnership dated January 23, 2001 by and among Seller and ALSC Venture Management, LLC, as amended and restated.

     B. The sole General Partner of each Partnership is ALSC Venture Management, LLC (the “General Partner”). Seller owns a one hundred percent interest in the General Partner (the “General Partnership Interest”).

     C. The Partnerships collectively own assets consisting of various portfolio securities, which are set forth on Schedule 2.1(g)(i), hereto.

     D. Seller desires to sell its Limited Partnership Interest and, by selling the interests in the General Partner, the General Partnership Interest to Purchaser, and Purchaser desires to buy such Limited Partnership Interest and General Partnership Interest according to the terms of this Agreement.

NOW, THEREFORE,

     In consideration of the premises and the mutual terms and conditions herein contained, the parties hereby agree as follows:

ARTICLE 1.
PURCHASE AND SALE

          1.1 Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants herein set forth, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Limited Partnership Interest and, by purchasing all ownership interests in the General Partner, the General Partnership Interest owned by Seller; provided, however, that those assets set forth on Schedule 2.1(f) hereto (the “Excluded Assets”) shall not be owned by any of the Partnerships as of the Closing in accordance with Section 4.6, and shall not be sold to Purchaser pursuant to this Agreement.

          1.2 Purchase Price. As consideration for the Limited Partnership Interest and General Partnership Interest to be sold by Seller, Purchaser agrees to pay to Seller a single lump sum purchase price of One Hundred Twenty Three Million Six Hundred Thousand Dollars ($123,600,000) (the “Purchase Price”). Purchaser shall deliver the Purchase Price, subject to adjustment pursuant to the provisions of Section 4.3, to an account designated by Seller by bank wire transfer of immediately available funds on the Closing Date.

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ARTICLE 2.
REPRESENTATIONS AND WARRANTIES OF SELLER

          2.1 Representations and Warranties by Seller. Seller makes the following representations and warranties to Purchaser, as of the Effective Date and as of the Closing Date, except that any particular representation or warranty contained in this Article 2 that is made as of an otherwise specified date shall be deemed to be made as of such date:

               (a) Authority Relative to Agreement. Subject to Seller obtaining the requisite Stockholders’ Approval (as defined in Section 4.4(a)) as required by Delaware General Corporation Law (the “DGCL”), Seller has all requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary action on the part of Seller’s board of directors, and other approvals except for the Stockholders’ Approval are required on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms. Subject to obtaining the requisite Stockholders’ Approval, Seller has the requisite power and authority to enter into the other agreements to be executed and delivered by Seller pursuant to this Agreement. Seller is the sole limited partner of each Partnership and owns one hundred percent (100.0%) of the interests in each Partnership. Seller owns one hundred percent (100.0%) of the ownership interests in the general partner of each Partnership. Other than Seller, no entity or Person is entitled to any economic or other interests in any of the Partnerships or the General Partner.

               (b) Organization, Good Standing and Qualification. Each Partnership is a limited partnership and the General Partner is a limited liability company, in each case duly organized, validly existing and in good standing under the laws of the State of California. Each of the Partnerships and the General Partner has all requisite power and authority to own and operate its properties and assets. Each of the Partnerships and the General Partner is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business, as now conducted or as now proposed to be conducted.

               (c) Absence of Breach. The execution, delivery, and performance of this Agreement by Seller and the other agreements to be executed and delivered pursuant to this Agreement by Seller do not and will not: (i) violate or conflict with any provisions of Seller’s Certificate of Incorporation, as amended, or Bylaws or any term of any of the Partnership Agreements and Limited Liability Company Operating Agreements entered into by the General Partner and Seller, (ii) contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other governmental authority which affects or binds Seller or the Limited Partnership Interest or General Partnership Interest owned by Seller, (iii) conflict with, result in a breach of or default, or trigger any rights of first refusal or other preemptive rights under the Investment Agreements (as defined below) or any material agreement, indenture, loan or

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credit agreement to which Seller is a party or to which Seller is bound, or (iv) violate any law, rule or regulation applicable to Seller.

               (d) No Consents. Other than the Stockholders’ Approval as required by the DGCL, the execution and delivery of this Agreement by Seller and the performance by Seller of the transaction contemplated by this Agreement (the “Transaction”) and of all other instruments, agreements, certificates and documents contemplated hereby does not and will not require the authorization, consent, or approval of, require a filing with or notice to, any third party or entity (governmental or otherwise).

               (e) Ownership of Limited Partnership Interest and General Partnership Interest. Seller is the sole legal, beneficial and equitable owner of the Limited Partnership Interest and the General Partnership Interest.

               (f) Obligations. There are no obligations of Seller, the General Partner or any Partnership owing to, or claimed by, Alliance Venture Management, LLC or any past or current managers, members, or employees or any other individual who may have participated in the management of the investment funds of any of the Partnerships or the General Partner, including but not limited to: (i) for payment of salary for services rendered on or prior to the Effective Date, (ii) reimbursement for expenses incurred on behalf of the General Partner or a Partnership or (iii) for management fees or other compensation or obligation.

               (g) Assets Held by Partnerships. Schedule 2.1(g)(i) contains a list of the investments held by each Partnership to be sold to Purchaser pursuant to this Agreement (collectively, the “Securities”). Each Partnership has good and marketable title to its investments held by such Partnership, subject to no mortgage, pledge, lien, lease, encumbrance, charge, hypothecation, security interest, equity, trust, equitable interest, claim, right of possession, encroachment, covenant, order, option, impediment, exception, reservation, limitation, imperfection of title, or restriction, and further, subject to no right of first refusal or preemptive right that would conflict with or otherwise impede the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. To Seller’s Knowledge (as defined below), Schedule 2.1(g)(ii) sets forth all of the purchase agreements, investor rights agreements, shareholder agreements, and similar agreements pertaining to the Securities to which Seller or any Partnership is a party. Copies of all of the agreements listed on Schedule 2.1(g)(ii) (the “Investment Agreements”) and the business, accounting and financial records pertaining to each Partnership have been made available to Purchaser. Other than set forth on Schedule 2.1(g)(ii), there are no agreements to which Seller or any Partnership is a party or is otherwise bound, which would (i) materially affect the rights, duties or obligation of Purchaser or any Partnership with respect to any entity in which a Partnership owns portfolio Securities; or (ii) materially impair the rights or preferences of the Securities. Neither Seller nor any Partnership is in breach or default with respect to any of the Investment Agreements, and to Seller’s Knowledge, no other individual or entity is in breach or default with respect to an Investment Agreement to which such individual or entity is a party. For purposes of this Agreement, the term “Knowledge” means, with respect to a Party hereto and with respect to any matter in question, that any

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of the executive officers of such Party has actual knowledge of such matter after making due inquiries of all relevant officers and managers of such Party having responsibility for the matter in question.

               (h) Excluded Assets. Schedule 2.1(h) sets forth a list of the Excluded Assets. None of the Partnerships or the General Partner shall be subject to any liabilities, contingent or otherwise, or obligations relating to or arising out of the Excluded Assets upon the Closing.

               (i) Litigation. There is no action, suit, proceeding or investigation pending or, to Seller’s knowledge, currently threatened in writing against Seller, any Partnership or the General Partner that questions the validity of this Agreement or the right of Seller to enter into this Agreement, or to consummate the Transaction, nor is Seller aware that there is any basis for any of the foregoing. There is no action, suit, proceeding or investigation by or against Seller, any Partnership or the General Partner currently pending, the subject of which relates materially to any Partnership or the General Partner, nor is Seller aware that there is any basis for any of the foregoing.

               (j) Tax Matters. Except as disclosed on Schedule 2.1(j), each of the tax returns required to be filed by or on behalf of the Partnerships and the General Partner with any governmental body on or before the Closing Date (the “Tax Returns”): (i) has been or will be filed on or before the applicable due date (including any extensions of such due date); and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable legal requirements. All amounts shown on such returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date (as defined in Section 6.1). There are no liens for taxes upon the assets of the General Partnership or any of the Partnerships, except liens for taxes not yet due. Neither the General Partnership nor any of the Partnerships has any liability for unpaid taxes, whether asserted or unasserted, contingent or otherwise. To Seller’s Knowledge, neither the General Partnership nor any of the Partnerships are currently subject to or has been subject since its inception to any tax examination or audit by any governmental body.

               (k) Liabilities; Compliance with Laws. None of the Partnerships or the General Partner has any material liabilities and, to the best of its knowledge, Seller knows of no material contingent liabilities except current liabilities incurred in the ordinary course of business which have not been, either in any individual case or in the aggregate, materially adverse. None of the Partnerships or the General Partner is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect its assets and liabilities.

          2.2 Knowledge. To the Knowledge of Seller, its representations and warranties contained in this Article 2 are true and correct in all material respects and do not contain any representation or warranty that is false, misleading or incomplete with

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respect to a material fact or omit any material fact necessary to make such representations and warranties not false or misleading. The Parties agree that, except for the representations and warranties made by Seller in Section 2.1 hereof, the Limited Partnership Interest and General Partnership Interest are being sold to Purchaser by Seller on an “as-is” basis, without warranty of any kind.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER

          3.1 Representations and Warranties of Purchaser. Purchaser makes the following representations and warranties to Seller, as of the Effective Date and as of the Closing Date, except that any particular representation or warranty contained in this Article 3 that is made as of an otherwise specified date shall be deemed to be made as of such date:

               (a) Authority Relative to Agreement. Purchaser has the requisite power and authority to enter into this Agreement and to carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement by Purchaser have been duly authorized by all necessary action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms. Purchaser has all requisite power and authority to enter into the other agreements to be executed and delivered by Purchaser pursuant to this Agreement.

               (b) Absence of Breach. The execution, delivery, and performance of this Agreement by Purchaser and the other agreements to be executed and delivered pursuant to this Agreement by Purchaser do not and will not: (i) violate or conflict with any provisions of the organizational documents of Purchaser, (ii) contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other governmental authority which affects or binds Purchaser, (iii) conflict with or result in a breach of or default under any material agreement, indenture, loan or credit agreement to which Purchaser is a party or to which Purchaser is bound, or (iv) violate any law, rule or regulation applicable to Purchaser.

               (c) No Consents. The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of the Transaction and of all other instruments, agreements, certificates and documents contemplated hereby does not and will not require the authorization, consent, or approval of, require a filing with or notice to, any third party or entity (governmental or otherwise). Purchaser has adequate funds to complete the purchase contemplated by this Agreement and no consent of, or agreement to fund by, any lender or owner of Purchaser is required for such completion that has not been given.

               (d) Funding Commitment. Purchaser has received a duly executed and valid letter agreement from Pantheon Ventures, Inc., a copy of which has been delivered to Seller, pursuant to which Pantheon Ventures, Inc. has approved a form

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of this Agreement and confirmed that it has obtained all approvals needed to commit the funds required to pay the Purchase Price upon the consummation of the Transaction.

          3.2 Knowledge. To the Knowledge of Purchaser, its representations and warranties contained in this Article 3 are true and correct in all material respects and do not contain any representation or warranty that is false, misleading or incomplete with respect to a material fact or omit any material fact necessary to make such representations and warranties not false or misleading.

ARTICLE 4.
CERTAIN COVENANTS

          4.1 Consummation of Transaction. Subject to the terms and conditions stated herein, each Party will take or authorize every action reasonably required of it to satisfy the conditions to Closing set forth in this Agreement on or before the Closing Date (as defined in Section 6.1) and otherwise to ensure the prompt and expeditious consummation of the transactions substantially as contemplated by this Agreement.

          4.2 Accuracy of Representations and Warranties. Each Party agrees that prior to the Closing Date (as defined in Section 6.1), promptly upon either Party becoming aware of any breach of any of its representations and warranties contained in this Agreement, such Party shall give written notice thereof to the other Party and shall use all commercially reasonable efforts to prevent or promptly remedy the same. Promptly upon either Party becoming aware of any circumstance which would cause the representations and warranties made by such Party to become untrue, such Party shall give written notice thereof to Purchaser and shall use all commercially reasonable efforts to prevent or promptly remedy the same.

          4.3 Additional Trading Activity by Seller.

               (a) Additional Investment Activity Prior to Closing. Seller covenants that, prior to any Partnership making a decision regarding whether or not to invest or purchase portfolio securities (an “Investment Decision”), or to sell any of the Securities in its portfolio (each such investment or sale, a “Trade”) after the date hereof and before the Closing Date, Seller shall provide Purchaser with written notice (the “Trade Notice”) at least five (5) business days in advance of any such Investment Decision or Trade. Further, any such Investment Decision or Trade shall be made only with the written consent of Purchaser; provided, that if a Trade consists of a disposition of portfolio securities in a transaction which Seller or the applicable Partnership does not control, Seller shall cause the applicable Partnership to retain the after-tax proceeds of such Trade as contemplated by Section 4.3(b) below.

               (b) Effect on Purchase Price. In the event that a Trade after the date hereof and prior to the Closing Date is an investment, the Purchase Price shall be increased dollar for dollar by the gross amount of each such additional investment. In the event that any Trade by a Partnership after the date hereof and prior to the Closing Date is a sale, the amount of the proceeds from such sale, net of federal and state tax

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obligations computed at the maximum applicable rates, shall remain with the Partnership, and the portion of such proceeds representing the tax attributable to the sale shall be distributed to Seller.

          4.4 Seller Stockholder Approval; Proxy Statement.

               (a) Stockholder Approval. Seller, acting through its board of directors, shall: (i) duly call and give notice of a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of considering and adopting and approving this Agreement and Transaction contemplated hereby by the affirmative vote of the holders of a majority of the shares of Seller’s Common Stock outstanding on the record date for the Stockholders’ Meeting and entitled to vote, as required by the DGCL (the “Stockholders’ Approval”); (ii) hold the Stockholders’ Meeting as soon as practicable, but no longer than 60 days, following the earlier of (A) receipt and resolution of comments by the Securities and Exchange Commission (the “SEC”) on the Proxy Statement (as defined below), or (B) in the absence of SEC comments, the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”); provided, however, that if Seller reasonably believes, upon advice of counsel, that an amendment or supplement to the Proxy Statement is necessary to comply with applicable rules under the Exchange Act after the Proxy Statement is first distributed to stockholders, Seller shall use its best efforts to complete and file with the SEC such amendment or supplement as quickly as practicable, and in no event shall such amendment or supplement delay the Stockholders’ Meeting by more than 15 additional days; (iii) subject to its fiduciary duties under applicable law, recommend to its stockholders the approval and adoption of this Agreement and the transactions contemplated hereby and take all reasonable and lawful action to solicit and obtain such approval and adoption (the “Seller Recommendation”), (iv) include the Seller Recommendation in the Proxy Statement (as defined below), and (v) subject to Section 4.5 hereof, shall not withdraw or adversely modify such recommendation. The record date for the Stockholders’ Meeting shall be a date chosen by the Seller’s board of directors.

               (b) Proxy Statement. As soon as practicable after the execution of this Agreement, Seller shall prepare and file a proxy statement (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”) with the SEC with respect to the Stockholders’ Meeting. Seller shall cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC and provide Purchaser with a reasonable opportunity to review and comment on drafts of the Proxy Statement. Seller shall promptly notify Purchaser of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will provide Purchaser, if requested, copies of all correspondence between Seller or any of Seller’s Representatives (as defined below), on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Seller shall provide Purchaser with reasonable opportunity to review and comment on any subsequent drafts of the Proxy Statement and any related correspondence and filings. Seller agrees to use its reasonable best efforts to respond promptly to all such comments of and requests by the SEC. Purchaser shall furnish Seller

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with all information concerning it as Seller may reasonably request in connection with the preparation of the Proxy Statement. As promptly as practicable after all comments with respect to the Proxy Statement shall have been accommodated and definitive proxy materials shall have been filed, Seller shall mail the Proxy Statement to its stockholders.

          4.5 No Solicitation of Transactions.

               (a) No Solicitation. Prior to the earlier of (A) the Closing Date or (B) the termination of this Agreement in accordance with the provisions of Section 7.1, neither Seller, directly or indirectly, through any director, officer, employee, investment banker, financial advisor, attorney, accountant or other agent or representative of Seller (“Seller’s Representatives”), directly or indirectly through any affiliate of Seller, shall (i) solicit, initiate, encourage, induce or facilitate the submission of Acquisition Proposals or Acquisition Inquiries from any Person, (ii) participate in any discussions or negotiations regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing, (iii) approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry, or (iv) enter into any letter of intent or similar document or any contract contemplating or otherwise relating to any Acquisition Transaction. Seller shall, and shall cause any of Seller’s Representatives or affiliates to, immediately cease and cause to be terminated or withdrawn any existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing (other than in respect of the Transaction contemplated hereby). Seller shall promptly, within forty eight (48) hours, notify Purchaser if any Acquisition Proposal or Acquisition Inquiry with any person with respect thereto, is made and shall, in any such notice to Purchaser indicate in reasonable detail the identity of the offeror and the terms and conditions of any proposal or offer.

Notwithstanding the foregoing, provided that neither Seller nor Seller’s Representatives shall have breached or taken any action inconsistent with any of the provisions set forth in this Section 4.5, Seller’s board of directors shall be permitted (A) in response to an unsolicited bona fide written Acquisition Proposal (as defined below) from any Person (as defined below) received after the date of this Agreement and prior to the Stockholders’ Approval, to recommend such Acquisition Proposal to its stockholders or withdraw or modify in any adverse manner the Seller Recommendation, and (B) to engage in any discussions or negotiations with, or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal or Acquisition Inquiry by any such person received after the date of this Agreement and prior to the Stockholders’ Approval, if and only to the extent that, in any such case described in the preceding clause (A) or (B), (i) Seller’s board of directors shall have concluded in good faith that such Acquisition Proposal (x) in the case described in clause (A) above would, if consummated, constitute a Superior Proposal (as hereinafter defined), or (y), in the case described in clause (B) above, could reasonably be expected to constitute or lead to a Superior Proposal, (ii) Seller’s board of directors shall have determined in good faith after having taken into account the advice of outside legal counsel that such action is necessary for such board of directors to comply with its fiduciary duties under the DGCL, (iii) prior to providing any information or data to such Person, the board of directors shall

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have received from such Person an executed confidentiality agreement containing terms and provisions no less favorable to Seller than those contained in the Confidentiality Agreement (as defined in Section 4.6) between Purchaser and Seller, and (iv) at least two (2) business days prior to providing any information or data to any Person in connection with an Acquisition Proposal by any such Person, Seller shall furnish such information or data to Purchaser (to the extent such nonpublic information has not been previously furnished by Seller to Purchaser).

Seller shall, within two (2) business days, notify Purchaser in writing of any and all such Acquisition Inquiries or Acquisition Proposals received by, or any such discussions or negotiations sought to be initiated or continued with, any of Seller’s Representatives, which notice shall set forth the name(s) of such Person and the material terms and conditions of any Acquisition Proposals. Seller shall keep Purchaser fully and promptly informed of the status (including amendments or proposed amendments) of any such Acquisition Proposal. Nothing in this Section 4.5 shall permit Seller to terminate this Agreement (except as specifically provided in Section 7.1 hereof). Nothing contained in this Agreement shall be deemed to restrict the parties from complying with Rule 14d-9 or 14e-2 under the Exchange Act. It being understood, however, that Seller’s board of directors shall not be permitted to withdraw the Seller Recommendation or modify the Seller Recommendation in a manner adverse to Purchaser except as specifically provided in this Section 4.5).

     “Acquisition Inquiry” means any inquiry, indication of interest or request for information (other than an offer, proposal inquiry or indication of interest made or submitted by Purchaser) that could reasonably be expected to lead to an Acquisition Proposal.

     “Acquisition Proposal” means any offer or proposal concerning an Acquisition Transaction.

     “Acquisition Transaction” means any (a) sale, lease, transfer, license, acquisition or other disposition directly or indirectly by merger, consolidation, business combination, share exchange, joint venture, or otherwise of any business or assets representing 20% or more of the consolidated assets of Seller and its subsidiaries, (b) issuance, sale, exchange or other disposition of (including by way of merger, consolidation, business combination, share exchange, joint venture, or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for such securities) representing 20% or more of the outstanding capital stock of Seller, (c) transaction in which any person or group (as defined in the Exchange Act) shall directly or indirectly acquire beneficial or record ownership, or the right to acquire beneficial or record ownership of 20% or more of the outstanding capital stock of Seller or (d) any merger, exchange, consolidation, business combination, reorganization, recapitalization, takeover offer, tender offer, exchange offer or other similar transaction in which Seller or any of its subsidiaries is not an acquiring or surviving constituent corporation, (e) any transaction or series of similar transactions which results in or involves the acquisition or purchase of all or any portion of the Limited Partnership Interest, the General Partnership Interest or the Securities or (f) any combination of the foregoing (other than the

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Transaction); provided, however, that no transaction described in clauses (b), (c) or (d) above shall be deemed to be an Acquisition Transaction if (i) the other party thereto agrees in writing prior to any discussions with Seller relating to such transaction, that such party will vote all shares of Seller’s capital stock held following the consummation of such transaction, in favor of the Transaction and related transactions contemplated by this Agreement, and, if applicable, will cause Seller or its successor or assigns to perform its covenants and fulfill its obligations under this Agreement and to complete the Transaction and related transactions contemplated by this Agreement; (ii) the board of directors of Seller shall have received from such other party an executed confidentiality agreement containing terms and provisions no less favorable to Seller than those contained in the Confidentiality Agreement (as defined in Section 4.6) between Purchaser and Seller; (iii) Seller shall, within two (2) business days, notify Purchaser in writing of any and all such discussions relating to such transaction which notice shall set forth the name(s) of such other party and the material terms and conditions of such transaction; and (iv) the consummation of such transaction would not otherwise impede the performance of this Agreement or the consummation of the transactions contemplated hereby, or adversely affect or impair the rights of Purchaser under this Agreement.

     “Person” shall mean an individual, partnership (general or limited), corporation, joint venture, business trust, limited liability company, cooperative, association or other form of business organization (whether or not regarded as a business entity under applicable law), trust, estate or any other entity.

     “Superior Proposal” means an unsolicited bona fide Acquisition Proposal (except that applicable references in the definition of Acquisition Transaction to “20%” shall be “90%”) that Seller’s Board of Directors determines in its good faith business judgment (after obtaining and taking into consideration the advice of its financial advisors of nationally recognized reputation and of its legal counsel) (i) would result in a transaction that is more favorable to its stockholders (in their capacities as stockholders), from a financial point of view, than the transactions contemplated by this Agreement (including any amendments hereto), (ii) is, a proposal for which financing, to the extent required, is then fully committed or which, in the good faith judgment of Seller’s board of directors (after consultation with financial advisors of nationally recognized reputation) is reasonably capable of being financed, and which is reasonably capable of being completed on the terms proposed, and (iii) was not obtained or made as a direct or indirect result of a breach of any provision of this Agreement or any other contract under which Seller or any of its subsidiaries has any rights or obligations.

               (b) Break-up Fee. If Seller terminates this Agreement pursuant to Section 7.1(e), Seller shall pay to Purchaser the sum of 3.0% of the Purchase Price (the “Termination Fee”). Seller acknowledges and agrees that any Termination Fee payable under Section 7.1(e) shall be payable as liquidated damages to compensate Purchaser for the damages Purchaser will suffer if this Agreement is terminated under the circumstances set forth in Section 7.1(e), which damages cannot be determined with reasonable certainty. It is specifically agreed that the Termination Fee represents liquidated damages and not a penalty. Any payment of Termination Fee required to be made pursuant to Section 7.1 shall be paid prior to or contemporaneously with, and shall

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be a pre-condition to the effectiveness of, termination of this Agreement in accordance with Section 7.1. All payments of Termination Fee shall be made by wire transfer of immediately available funds to an account designated by Purchaser.

          4.6 Treatment of Excluded Assets. Prior to the Closing, Seller and each Partnership, as applicable, shall make such transfers, assignments, sales or other arrangements to ensure that, no later than one business day prior to the Closing Date, the Excluded Assets and any related liabilities or obligations shall not be owned by any Partnership.

          4.7 Confidentiality. The Parties acknowledge that QTV Capital LLC and Seller have previously executed a letter agreement, dated as of August 8, 2006, (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Subject to Section 4.8 hereof and their public reporting requirements, the Parties shall keep confidential the existence of this Agreement, the terms hereof, the disclosures made pursuant hereto and the Transaction, pursuant to the terms of the Confidentiality Agreement.

          4.8 Public Announcements. Purchaser and Seller will consult with each other before issuing any press release or otherwise making any public statements with respect to the transactions contemplated by this Agreement, and neither Purchaser nor Seller shall issue any such press release or make any such public statement without the prior approval of the other party both as to the making of such release or statement and as to the form and content thereof, except to the extent that such party is advised by counsel, in good faith, that such release or statement is required as a matter of law.

          4.9 Certificate of Price Adjustment. Five (5) business days prior to the Closing Date, if applicable, Seller shall deliver to Purchaser a copy of a certificate, duly executed by an officer of Seller, setting forth the amount of any adjustment to the Purchase Price pursuant to Section 4.3(b) and a summary of, and calculations relating to, each such adjustment. Seller shall provide Purchaser with a reasonable opportunity to confirm such calculations.

          4.10 Assignment and Assumption Agreement. Prior to the Closing, each of Purchaser and Seller shall execute and deliver to the other Party an original counterpart to the Assignment and Assumption Agreement in the form attached as Exhibit A, whereby Seller assigns its Limited Partnership Interest and, by transferring all limited liability company interests in the General Partner, its General Partnership Interest to Purchaser.

          4.11 Information Relating to Portfolio Securities. Seller agrees that, during the period from the date of this Agreement through the Closing Date or the date of termination of this Agreement (the “Pre-Closing Period”), Seller shall furnish to Purchaser, with respect to each entity in which the Partnership owns portfolio Securities set forth on Schedule 2.1(g)(i) the following: (a) minutes and actions of the board of directors or stockholders relating to meetings or actions taken during the Pre-Closing Period, including any related presentations, memoranda or other materials distributed to

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the board of directors or stockholders, as applicable; and (b) any budget, operating plan or financial statements (including any related notes to such statements) that Seller is entitled to receive pursuant to agreements entered into with such portfolio entities. Seller shall provide such information to Purchaser promptly following receipt by Seller of such information.

          4.12 Post-Closing Cooperation. Seller and Purchaser shall cooperate with and provide assistance to the other Party to enable an orderly transition with respect to the business, accounting, financial, tax and portfolio interests records pertaining to each Partnership. Seller shall use reasonable efforts to encourage each of VR Ranganath, CN Reddy and other Partnerships personnel that may be mutually identified by Seller and Purchaser prior to the Closing (the “Transition Personnel”) to agree to be available to provide consulting services to Purchaser and its affiliated entities and to render such advice and services to Purchaser and its affiliated entities as may be reasonably required by Purchaser or its affiliated entities during the period beginning on the Closing Date (as defined in Section 6.1) and ending upon the completion of such transition, provided however, that such period shall not exceed six months unless by mutual agreement of Purchaser or its affiliated entities and such Transition Personnel.

ARTICLE 5.
CONDITIONS TO THE TRANSACTION

          5.1 Conditions to Obligations of Each Party. The respective obligations of each party to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following, unless each Party shall waive such fulfillment in whole or in part in writing:

               (a) Seller Stockholder Approval. The Transaction shall have been duly approved and this Agreement shall have been duly approved and adopted by the requisite Stockholders’ Approval.

               (b) No Order. There shall not be in effect a restraining order, a preliminary or permanent injunction or other order by any federal or state authority which prohibits the consummation of this Agreement or the Transaction.

          5.2 Additional Conditions to Obligations of Seller. The obligations of Seller to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless Seller shall waive such fulfillment in whole or in part in writing:

               (a) Purchaser shall have performed in all material respects its agreements, covenants and obligations contained in this Agreement required to be performed at or prior to the Closing;

               (b) The representations and warranties of Purchaser set forth in this Agreement shall be true in all material respects as of the Effective Date and as of the Closing Date as if made as of such time; except that any inaccuracies in such representations and warranties will be disregarded if, after aggregating all inaccuracies of

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such representations and warranties (without duplication), such inaccuracies and the circumstances giving rise to all such inaccuracies do not constitute a material adverse effect on Purchaser’s ability to consummate the Transaction; and

               (c) Seller shall have received from Purchaser an officer’s certificate, executed by a duly authorized officer of Purchaser (in his or her capacity as such), dated as of the Closing Date, as to the satisfaction of the conditions stated in subsections (a) and (b) of this Section 5.2.

          5.3 Additional Conditions To Obligations of Purchaser. The obligations of Purchaser to close the Transaction shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless Purchaser shall waive such fulfillment in whole or in part in writing:

               (a) Seller shall have performed in all material respects its agreements, covenants and obligations contained in this Agreement which are required to be performed on or prior to the Closing;

               (b) The respective representations and warranties of Seller set forth in this Agreement shall be true in all material respects as of the Effective Date and, as of the Closing Date as if made as of such time; and

               (c) Purchaser shall have received from Seller a certificate executed by a duly authorized employee of Seller (in his or her capacity as such), dated as of the Closing Date, as to the satisfaction of the conditions in subsections (a) and (b) of this Section 5.3;

               (d) Purchaser shall have received from Seller evidence that each of the Excluded Assets set forth on Schedule 2.l(h) shall not be owned by any of the Partnerships as of the Closing, and that neither the General Partner nor any Partnership shall be subject to any liabilities, contingent or otherwise, or obligations relating to or arising out of the Excluded Assets upon the Closing.

               (e) Purchaser shall have received from Seller evidence that upon the Closing, (i) no persons shall remain employed by the General Partner or any of the Partnerships and (ii) no management, employment or similar agreement to which the General Partner or any of the Partnerships is a party or is otherwise bound shall be in effect.

ARTICLE 6.
CLOSING

          6.1 The Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 7, the closing of the Transaction (the “Closing”) will take place at the offices of Paul, Hastings, Janofsky & Walker LLP located at Five Palo Alto Square, Sixth Floor, Palo Alto, California, as promptly as practicable (and in any event within three (3) business days) after satisfaction or waiver of the conditions set forth in Section 5 (the

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“Closing Date”); or such later date as shall have been fixed by a written instrument signed by the parties.

          6.2 Deliverables by Purchaser at or prior to the Closing. At or prior to the Closing, Purchaser shall deliver to Seller the following:

               (a) by wire transfer of immediately available funds, cash consideration equal to the Purchase Price, as adjusted in accordance with Section 4.3(b), if applicable, to an account designated by Seller;

               (b) a copy of resolutions adopted by Purchaser’s managing directors authorizing Purchaser to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transaction upon the terms and subject to the conditions set forth herein;

               (c) a duly executed certificate pursuant to Section 5.2(c) hereof; and

               (d) a duly executed counterpart to the Assignment and Assumption Agreement in the form attached hereto as Exhibit A.

          6.3 Deliverables by Seller at or prior to the Closing. At or prior to the Closing, Seller shall deliver to Purchaser the following:

               (a) a copy of the resolutions adopted by Seller’s board of directors (i) authorizing Purchaser to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transaction upon the terms and subject to the conditions set forth herein, and (ii) containing the Seller Recommendation;

               (b) evidence that the Stockholders’ Approval has been duly obtained;

               (c) a duly executed certificate pursuant to Section 5.3(c) hereof;

               (d) a duly executed counterpart to the Assignment and Assumption Agreement in the form attached hereto as Exhibit A;

               (e) original certificates, warrants, agreements, charter (including any amendments thereto), bylaws and other documents representing and relating to the securities and any other interests owned by each Partnership (or executed copies of such agreements to the extent that such original agreements and other documents have not been delivered to Seller), which are set forth on Schedule 2.1(g)(i); and

               (f) executed copies (original copies to the extent available) of each Partnership Agreement, the Limited Liability Company Operating Agreement entered into by the General Partner and Seller, and copies (original copies to the extent

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available) of the business, accounting and financial records pertaining to each Partnership.

ARTICLE 7.
TERMINATION; WAIVER

          7.1 Termination.

This Agreement may be terminated at any time prior to the Closing as follows and in no other manner:

               (a) by mutual written consent of Seller and Purchaser;

               (b) by either Seller or Purchaser if the Closing Date shall not have occurred on or before April 30, 2007 (the “End Date”) for any reason; provided, however, that the End Date shall be extended for a period of thirty (30) days if comments by the staff of the SEC on the Proxy Statement, if any, have not been resolved by February 28, 2007; provided further, however, that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing Date to occur on or before such date and such action or failure to act constitutes a breach of, or a failure to perform any covenant or obligation in, this Agreement;

               (c) by either Seller or Purchaser if the Stockholder’s meeting shall have been held and completed and the Stockholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote at the Stockholders’ Meeting or at any adjournment thereof; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to Seller where the failure to obtain the Stockholders’ Approval shall have been caused by the action or failure to act of Seller and such action or failure to act constitutes a breach by Seller of, or a failure to perform any covenant or obligation contained in, this Agreement;

               (d) by Seller, upon a breach of any representation, warranty, covenant or agreement on the part of Purchaser set forth in this Agreement, or if any representation of Purchaser shall have become untrue, in either case such that the conditions set forth in Section 5.2 would not be satisfied; provided, however, that if such inaccuracy in Purchaser’s representations and warranties or breach by Purchaser is curable by Purchaser through the exercise of its commercially reasonable efforts, then Seller may not terminate this Agreement under this Section 7.1(d) for five business days after delivery of notice of such breach, provided Purchaser continues to use commercially reasonable efforts to cure such breach.

               (e) by Seller, upon approval of Seller’s board of directors, if (i) Seller’s board of directors has concluded in good faith, after taking into account the advice of its outside legal counsel, that, in light of a Superior Proposal, a change in the Seller Recommendation is required in order for Seller’s board of directors to comply with its fiduciary duties to Seller’s stockholders under applicable law; (ii) it has complied with its obligations under Section 4.5, including the payment of the Termination Fee; (iii)

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Seller shall have (A) delivered to Purchaser a written notice that states (1) the material terms and conditions of the transaction contemplated by such Superior Proposal and (2) the identity of the person or group making the Superior Proposal and (B) provided to Purchaser a copy of all written materials delivered to the person or group making the Superior Proposal in connection with such Superior Proposal; (iv) a period of at least three business days shall have elapsed since the receipt by Purchaser of such notice, and Seller shall have made Seller’s Representatives available during such period for the purpose of engaging in negotiations with Purchaser regarding a possible amendment to this Agreement or a possible alternative transaction; (v) Seller shall have promptly advised Purchaser of any modification proposed to be made to the material terms and conditions of the transaction contemplated by the Superior Proposal by the other party thereto; and (vi) any written proposal by Purchaser to amend this Agreement or enter into an alternative transaction shall have been considered by Seller’s board of directors in good faith, and Seller’s board of directors shall have determined in good faith, after having obtained and taken into account the advice of an independent financial advisor of nationally recognized reputation, that the terms of the proposed amended to this Agreement (or other alternative transaction) are not as favorable to Seller’s stockholders, from a financial point of view, as the terms of the transaction contemplated by the Superior Proposal.

               (f) by Purchaser, upon a breach of any representation, warranty, covenant or agreement on the part of Seller set forth in this Agreement, or if any representation of Seller shall have become untrue, in either case such that the conditions set forth in Section 5.3 would not be satisfied; provided, however, that if such inaccuracy in Seller’s representations and warranties or breach by Seller is curable by Seller through the exercise of its commercially reasonable efforts, then Purchaser may not terminate this Agreement under this Section 7.1(f) for five business days after delivery of notice of such breach, provided Seller continues to use commercially reasonable efforts to cure such breach.

               (g) by Purchaser if a Triggering Event shall have occurred. For purposes of this Section 7.1(g), a “Triggering Event” shall be deemed to have occurred if: (a) Seller’s board of directors shall have failed to recommend that Seller’s stockholders vote to adopt this Agreement, or shall have withdrawn or shall have modified in a manner adverse to Purchaser the Seller Recommendation; (b) Seller shall have failed to include in the Proxy Statement the Seller Recommendation or a statement to the effect that Seller’s board of directors has determined and believes that the transactions contemplated by this Agreement are fair to and in the best interests of Seller’s stockholders; (c) Seller’s board of directors fails to reaffirm the Seller Recommendation, or fails to reaffirm its determination that the transactions contemplated by this Agreement are fair to and in the best interests of Seller’s stockholders, within ten business days after Purchaser requests in writing that such recommendation or determination be reaffirmed; (d) Seller’s board of directors shall have approved, endorsed or recommended any Acquisition Proposal; (e) Seller shall have entered into any letter of intent or similar document or any contract relating to any Acquisition Proposal, other than confidentiality and similar agreements entered into in accordance with the proviso contained in Section 4.5 of this Agreement; (f) a tender or exchange offer relating to

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securities of Seller shall have been commenced and Seller shall not have sent to its security holders, within ten business days after the commencement of such tender or exchange offer, a statement disclosing that Seller recommends rejection of such tender or exchange offer; (g) an Acquisition Proposal is publicly announced, and Seller fails to issue a press release announcing its opposition to such Acquisition Proposal within 10 business days after such Acquisition Proposal is announced; or (h) Seller or others for whose breaches Seller is responsible under Section 4.5 of this Agreement shall have breached in any material respect any of the provisions set forth in Section 4.5 of this Agreement.

     If: (i) this Agreement is terminated by Purchaser or Seller pursuant to Section 7.1(b) or Section 7.1(c) and at or prior to the time of the termination of this Agreement an Acquisition Proposal shall have been disclosed, announced, commenced, submitted or made; and on or prior to the end of the six month period following such termination of this Agreement, either: (A) an Acquisition Transaction is consummated; or (B) a definitive agreement with respect to an Acquisition Transaction is entered into by Seller; or (ii) this Agreement is terminated by Purchaser pursuant to Section 7.1(g), then the Seller shall pay to Purchaser, in cash at the time specified in Section 4.5, the Termination Fee.

     If Seller fails promptly to pay when due any amount payable by Seller under this Section 7.1, then: (i) Seller shall reimburse Purchaser for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Purchaser of its rights under this Section 7.1; and (ii) Seller shall pay to Purchaser interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Purchaser in full) at a rate per annum equal to the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

     If Seller terminates this Agreement pursuant to Section 7.1(d), Purchaser shall pay to Seller a cash amount of One Million Dollars ($1,000,000) (the “Seller Termination Fee”). Purchaser acknowledges and agrees that any Seller Termination Fee payable pursuant to termination under Section 7.1(d) shall be payable as liquidated damages to compensate Seller for the damages Seller will suffer if this Agreement is terminated under the circumstances set forth in Section 7.1(d), which damages cannot be determined with reasonable certainty. It is specifically agreed that the Seller Termination Fee represents liquidated damages and not a penalty, and that the Seller Termination Fee shall be the sole and exclusive remedy for Seller if Seller terminates this Agreement pursuant to Section 7.1(d). Any payment of the Seller Termination Fee required to be made as a result of a termination under Section 7.1(d) shall be paid not later than fifteen (15) business days after the date of termination. All payments of Termination Fee shall be made by wire transfer of immediately available funds to an account designated by Seller. If Purchaser fails promptly to pay when due any amount payable by Purchaser under this paragraph, then: (i) Purchaser shall reimburse Seller for all costs and expenses (including fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by Seller of its rights under Section 7.1; and

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(ii) Purchaser shall pay to Seller interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid through the date such overdue amount is actually paid to Seller in full) at a rate per annum equal to the “prime rate” (as announced by Citibank, N.A. or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

          7.2 Notice of Termination; Effect of Termination. Any termination of this Agreement under and in accordance with Section 7.1 will be effective immediately upon the delivery of written notice of the terminating party to the other Party hereto. In the event of the termination of this Agreement as provided in Section 7.1, this Agreement shall be of no further force or effect and there shall be no liability to the other party hereunder in connection with this Agreement or the Transactions, except (i) as set forth in Section 4.7, and this Section 7.2, each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of, or any intentional misrepresentation made in this Agreement prior to its termination. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

          7.3 Waiver. At any time at or prior to the Closing, Purchaser, on the one hand, or Seller, on the other, may (i) extend the time for the performance of any of the obligations or other acts of the other Party, (ii) waive in writing any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (iii) waive in writing compliance with any of the agreements or conditions contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

ARTICLE 8.
MISCELLANEOUS

          8.1 Survival of Representations and Warranties. Other than for the Specified Representations of Seller (as defined below), the representations and warranties of Seller and Purchaser contained in this Agreement and the other agreements, certificates and documents contemplated hereby shall terminate and be of no further force or effect, after the Closing Date. The Specified Representations of Seller shall expire nine months following the Closing Date (the “Expiration Date”); provided, however, that if written notice relating to any Specified Representation is given to Seller on or prior to the Expiration Date, then, notwithstanding anything to the contrary contained in this Section 8.1, such Specified Representation shall not so expire, but rather shall remain in full force and effect until such time as each and every claim that is based directly or indirectly upon, or that relates directly or indirectly to, any breach or alleged breach of such Specified Representation has been fully and finally resolved, either by means of a written settlement agreement executed on behalf of Seller and Purchaser or by means of a final, non-appealable judgment issued by a court of competent jurisdiction. For purposes of this Section 8.1, the “Specified Representations” shall be the representations and warranties made by Seller to Purchaser in Sections 2.1(c), 2.1(f), 2.1(g), 2.1(i) and 2.1(k)

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of this Agreement. The covenants and agreements of Seller and Purchaser in this Agreement and the other agreements, certificates and documents contemplated hereby that by their terms survive the Closing Date, shall survive the Closing Date.

          8.2 Further Instruments. The Parties agree to execute and deliver such instruments and take such other action as shall be reasonably necessary, or as shall be reasonably requested by any other Party, in order to carry out the transactions, agreements and covenants contemplated in this Agreement.

          8.3 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the earlier of the date delivered or mailed if delivered personally, by overnight courier or mailed by express, registered or certified mail (postage prepaid, return receipt requested) or by facsimile transmittal, to the Parties at the following addresses (or at such other address for a party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

If to Purchaser:	QTV Capital Limited
	12930 Saratoga Avenue
	Suite D-8
	Saratoga, CA 95070
	Attn: Steve Schlossareck
	Fax: (408) 865-0525
with a copy to:	Pantheon Ventures Inc.
	Transamerica Center
	600 Montgomery Street
	23rd Floor
	San Francisco, CA 94111
	Attn: Ian Deas
	Fax: (415) 249-6299
and	Cooley Godward Kronish LLP
	Five Palo Alto Square
	2000 El Camino Real
	Palo Alto, California 94306
	Attn: Gordon K. Ho
	Fax: (650) 849-7400
If to Seller:	Alliance Semiconductor Corporation
	2900 Lakeside Drive
	Santa Clara, California 95054-2831
	Attn: Mel Keating, President and CEO
	Fax: (408) 855-4999

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with a copy to:	Paul, Hastings, Janofsky & Walker LLP
	695 Town Center Drive, 17th Floor
	Costa Mesa, California 92626
	Attn: Peter J. Tennyson
	Fax: (714) 668-6337

          8.4 Rule of Construction. The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

          8.5 Entire Agreement; Amendments. This Agreement together with the Confidentiality Agreement and the other agreements referred to herein set forth the entire understanding of the Parties and supersede all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended, modified or supplemented only by a written agreement executed by each of the Parties hereto.

          8.6 Binding Effect/Assignability. Neither Party hereto shall be entitled to assign any of its respective rights or obligations under this Agreement without the written consent of the other Party, provided, however, that Purchaser may assign or transfer its respective rights and obligations under this Agreement to one or more entities affiliated with Purchaser and/or with Pantheon Ventures, Inc., without the consent of Seller.

          8.7 Schedules. All references in this Agreement to Schedules shall mean the schedules identified in this Agreement, which are incorporated into this Agreement and shall be deemed a part of the presentations and warranties to which they relate.

          8.8 Governing Law. This Agreement shall be governed by, and construed in accordance with the law of the State of California without regard to its choice of law principles. Each of Seller and Purchaser hereby irrevocably and unconditionally consent to submit to the jurisdiction of the courts of the State of California and of the United States located in the Northern District of California for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby and waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim that such litigation brought in any such courts has been brought in an inconvenient forum.

          8.9 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same agreement.

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          8.10 Expenses. Each Party shall bear its own consultant’s, accountant’s, attorney’s and other fees and expenses.

          8.11 Partnership Tax Matters. The Parties further acknowledge and agree that following the Closing each Partnership and the General Partner shall make the election provided by Section 754 of the Internal Revenue Code.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:
ALLIANCE SEMICONDUCTOR CORPORATION,
a Delaware corporation
By:	/s/ Melvin L. Keating
Name: Mel Keating
Title: President and Chief Executive Officer
Dated:		December 1, 2006
PURCHASER:
QTV CAPITAL LIMITED,
a Cayman Islands Limited Duration Company
By:	/s/ Steve Schlossareck
Name: Steve Schlossareck
Title: Managing Director
Dated: December 1, 2006

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EX-10.1

Exhibit 10.1

PARTNERSHIP INTERESTS PURCHASE AGREEMENT

Between

ALLIANCE SEMICONDUCTOR CORPORATION,

and
ALLIANCE VENTURE MANAGEMENT, LLC.

Dated: December 1, 2006

TABLE OF CONTENTS

	Page
ARTICLE 1 SALE OF PARTNERSHIP INTERESTS	1
1.1 Sale of Partnership Interests	1
1.2 Purchase Price	1
1.3 Payment and Calculation of Two Percent of Gross Sale Proceeds	1
1.4 Deliveries by Seller On the Closing Date, Seller will deliver to Buyer:	2
1.5 Section 754 Election	3
1.6 Allocation of Consideration	3
1.7 Interim Closing of the Books	3
1.8 Pre-Closing Periods	3
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER	3
2.1 Ownership of Partnership Interests	3
2.2 Authority	4
2.3 No Violation	4
2.4 No Brokers	4
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER	4
3.1 Authority	4
3.2 No Violation	4
3.3 No Brokers	4
3.4 Operation of Partnerships	5
ARTICLE 4 MISCELLANEOUS	5
4.1 Notices	5
4.2 Assignment	5
4.3 Effect of Headings	5
4.4 Expenses	5
4.5 Public Announcements	6
4.6 Governing Law	6
4.7 Waiver; Severability	6
4.8 No Third Party Rights	6
4.9 Counterparts	6
4.10 Entire Agreement; Amendments	6

i

TABLE OF CONTENTS
(continued)

	Page
4.11 Waiver of Rescission	6
Exhibit A            Receipt

ii

PARTNERSHIP INTERESTS PURCHASE AGREEMENT

     This Partnership Interests Purchase Agreement (this “Agreement”) is entered into as of this 1^st day of December, 2006 (the “Closing Date”) by and between Alliance Semiconductor Corporation, a Delaware corporation (“Buyer”) and Alliance Venture Management, LLC, a California limited liability company (“Seller”).

     WHEREAS, Seller and Buyer have entered into a Mutual Release dated as of December 1, 2006 and Buyer has removed Seller as general partner of Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P., and Alliance Ventures V, L.P. (each such partnership being referred individually as a “Partnership” and collectively as the “Partnerships”) and named ALSC Venture Management, LLC (the “General Partner”) as new general partner of the Partnerships; and

     WHEREAS, Seller owns a fifteen percent (15%) special limited partnership interest in the capital, profits and losses in each of the Partnerships (the “Partnership Interests”) pursuant to the limited partnership agreements for each of the Partnerships entered into in connection with the formation of each Partnership (the “Partnership Agreements”), and Seller desires to sell the Partnership Interests to Buyer and Buyer desires to purchase the Partnership Interests from Seller in accordance with this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows.

ARTICLE 1

SALE OF PARTNERSHIP INTERESTS

     1.1 Sale of Partnership Interests. Seller hereby sells, transfers and assigns the Partnership Interests to Buyer free and clear of all liens, claims, pledges, options, rights of first refusal and other encumbrances or restrictions of any nature whatsoever, other than any restrictions on transfer under the Partnership Agreements (“Liens”), and Buyer hereby purchases from Seller all of Seller’s right, title and interest in the Partnership Interests for the Purchase Price, as defined below.

     1.2 Purchase Price. The consideration for the sale of the Partnership Interests is (i) Four Hundred Thousand Dollars ($400,000) which will be paid on the date hereof by wire transfer to an account designated by Seller, plus (ii) two percent (2%) of the gross sale proceeds received after May 17, 2006 from investments in any Partnership’s portfolio, which amount shall be calculated as set forth below in Section 1.3 (“Purchase Price”) and will be paid by wire transfer to an account designated by Seller upon receipt by the Buyer or any affiliate of Buyer. Buyer has advised Seller it intends to sell the Partnerships and payment to Seller of the percentage due Seller under the Agreement when such sale is accomplished shall satisfy by Buyer’s duties under this Section 1.2.

     1.3 Payment and Calculation of Two Percent of Gross Sale Proceeds.

          (a) Gross sale proceeds from the sale of a Partnership interest in a portfolio company shall be the aggregate purchase price received for the sale, exchange or other disposition of such interest, whether in the form of cash or securities, and shall include any and all disbursements from escrow accounts established in connection with such sale, exchange or other disposition, including all interest and other income earned from such escrow accounts. For this purpose, securities received by a Partnership as part of the consideration for an interest in a portfolio company shall be valued at their fair market value on the date of receipt, which shall be determined by reference to closing value on the exchange on which securities are traded, if such securities are valued on an exchange and otherwise shall be reasonably determined in good faith by the General Partner using the value for such Securities in the transaction in which such securities were received and, if applicable, the value at which such securities are traded by other parties to the transaction.

          (b) If a portfolio investment is not sold to a third party but instead becomes freely tradable based upon an initial public offering or similar event, proceeds shall be deemed received at the time when the securities held by or received by the Partnership from such liquidity event first become freely tradable without restriction (other than a volume restriction under Rule 144(e)) under the Securities Act of 1933 (the “Securities Act”) or any equivalent legislation (which in the case of securities received in a non-public offering shall mean the date at which all waiting periods imposed under Rule 144 or Rule 145 under the Securities Act have expired).

          (c) If in lieu of selling all investments of a Partnership, Buyer or its successor determines to sell the Partnership interests, the proceeds of such sale shall be treated as if they were proceeds of the sale of all portfolio assets of the Partnership and Buyer shall be responsible to pay the compensation due the General Partner, as contemplated by Section 1.3(a).

          (d) Gross sale proceeds also include investment proceeds. Investment proceeds shall consist of all cash and other property received by a Partnership with respect to its interest in a portfolio company other than upon a sale, exchange of other disposition of such interest, and shall include, any and all payments, distributions or other consideration attributable to any dividend or other distribution of stock, any conversion, stock split, capitalization, or redemption of or with respect to such interest, and all proceeds from any liquidation, dissolution or winding up of the portfolio company.

          (e) Buyer shall notify Seller in writing of the calculation of the gross sales proceeds within 120 days after receipt by a Partnership. Seller shall be deemed to have accepted such determination unless Seller notifies Buyer in writing of Seller’s proposed calculation within 30 days after receipt of Buyer’s proposed calculation. If Seller provides such notice to Buyer, the parties shall proceed in good faith to determine mutually the matters in dispute. If they are unable to do so within 30 days, the matter shall be referred to an appraisal firm chosen by and mutually acceptable to both Buyer and Seller (the “Appraiser”). The decision of the Appraiser shall be binding on the parties. The Appraiser’s fees shall be shared equally by Buyer and Seller.

2

     1.4 Deliveries by Seller On the Closing Date, Seller will deliver to Buyer:

          (a) Any and all instruments and documents, required to transfer the Partnership Interests to Buyer as are mutually agreed upon by the parties; and

          (b) A receipt for the initial portion of the Purchase Price, in the form attached hereto as Exhibit A.

     1.5 Section 754 Election. Buyer may cause the Partnerships to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Code”), for the taxable year that includes the Closing Date, and Buyer shall be authorized to prepare and file all papers, schedules and tax returns necessary to effectuate such election. Seller consents to such election and such authority extended to Buyer. Any costs incurred in connection with the election under Section 754 of the Code shall be borne by Buyer.

     1.6 Allocation of Consideration. The parties shall cooperate as provided herein in determining the allocation of the Purchase Price and other applicable items among the Partnerships’ assets in accordance with Code and the treasury regulations promulgated thereunder (and any similar provisions of state or local law, as appropriate), provided that they agree that as of the date of this Agreement none of the Partnerships has any assets subject to Section 751(a) of the Code. Buyer shall initially determine such allocation and shall notify Seller in writing of the allocation so determined within 120 days after the Closing Date. Seller shall be deemed to have accepted such determination unless Seller notifies Buyer in writing of Seller’s proposed allocation within 30 days after receipt of Buyer’s proposed allocation. If Seller provides such notice to Buyer, the Parties shall proceed in good faith to determine mutually the matters in dispute. If they are unable to do so within 30 days, the matter shall be referred to the Appraiser. The decision of the Appraiser shall be binding on the parties. The Appraiser’s fees shall be shared equally by Buyer and Seller. Neither Buyer Seller nor Seller shall take any position for tax purposes that is inconsistent with the final allocation determined hereunder unless such position would be inconsistent with a final non-appealable (except to the United States Supreme Court) judgment which has been rendered in any judicial proceeding governing such position.

     1.7 Interim Closing of the Books. With respect to the Partnership Interests that are being purchased and sold pursuant to this Agreement, Seller’s distributive share of the Partnerships’ income, gain, loss and deduction for the taxable year of the Partnerships that includes the Closing Date shall be determined on the basis of an interim closing of the books of the Partnerships as of the close of business on the Closing Date under this Agreement and shall not be based upon a proration of such items for the entire taxable year.

     1.8 Pre-Closing Periods. The sale of the Partnership Interests pursuant to this Agreement shall not affect Seller’s rights with respect to the Partnerships’ tax filings and tax proceedings with respect to periods or portions thereof ending on or before the Closing Date, including without limitation Seller’s rights pursuant to the Partnership Agreements.

3

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

     In order to induce Buyer to enter into this Agreement, Seller makes the following representations and warranties to Buyer.

     2.1 Ownership of Partnership Interests. (a) Seller is the legal and beneficial owner of the Partnership Interests free and clear of any and all Liens; (b) Seller is not subject to any contracts or arrangements restricting the sale and transferability of the Partnership Interests other than any restrictions on transfer under the Partnership Agreements; (c) Seller has good title to the Partnership Interests and right to transfer title to the Partnership Interests to Buyer, subject to any restrictions on transfer under the Partnership Agreements; and (d) the transfer of the Partnership Interests to Buyer pursuant to this Agreement will pass good title thereto to Buyer free and clear of any and all Liens, subject to any restrictions on transfer under the Partnership Agreements.

     2.2 Authority. Seller has the full legal power and authority under applicable corporate law to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

     2.3 No Violation. This Agreement and the transfer of the Partnership Interests will not result in any violation of or conflict with, or constitute a default under any contract, agreement, arrangement or commitment, written or oral, absolute or contingent, applicable to Seller (and excluding any applicable to the Partnerships), and no consent, approval, authorization of or designation, declaration or filing with any governmental authority on the part of Seller (and excluding any on the part of the Partnerships) is required in connection with this Agreement and the valid sale and transfer of the Partnership Interests.

     2.4 No Brokers. No act of Seller has given or will give rise to any claim against either of the parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated herein.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER

     In order to induce Seller to enter into this Agreement, Buyer makes the following representations and warranties to Seller.

     3.1 Authority. Buyer has the full power and authority under applicable corporate law to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the valid and binding obligation of each, enforceable against each in accordance with its terms.

     3.2 No Violation. This Agreement and the purchase of the Partnership Interests will not result in any violation of or conflict with, or constitute a default under any contract,

4

agreement, arrangement or commitment, written or oral, absolute or contingent, applicable to Buyer, and no consent, approval, authorization of or designation, declaration or filing with any governmental authority on the part of Buyer (and excluding any on the part of the Partnerships) is required in connection with this Agreement and the purchase of the Partnership Interests.

     3.3 No Brokers. No act of Buyer has given or will give rise to any claim against any of the parties hereto for a brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated herein.

     3.4 Operation of Partnerships. Prior to the Closing Date, Buyer has operated the Partnerships solely in the ordinary course of business.

ARTICLE 4

MISCELLANEOUS

     4.1 Notices. All notices, offers, requests or other communications from either of the parties hereto to the other shall be in writing and shall be considered to have been duly delivered or served on the date of meeting if sent by first class certified mail, return receipt requested, postage prepaid, to the party at its address as set forth below or to such other address as such party may hereafter designate by written notice to the other party:

If to Seller:

Alliance Venture Management, LLC
c/o V. R. Ranganath

Fax number:                                         

If to Buyer:

Alliance Semiconductor Corporation
2900 Lakeside Drive
Santa Clara, California 95054

Attention:     Melvin L. Keating
Fax number:     (408) 855-4999

     4.2 Assignment. Neither party may assign or transfer this Agreement, either directly or indirectly, without the prior written consent of the other party. This Agreement shall be binding upon, inure to the benefit of and may be enforced by and against the respective successors and permitted assigns of the parties to this Agreement.

     4.3 Effect of Headings. The article and section headings in this Agreement are for convenient reference only and shall not affect the construction hereof.

     4.4 Expenses. The parties shall bear and pay all of their own fees, costs and expenses relating to the transactions contemplated by this Agreement, including, without limitation, the

5

fees and expenses of their respective counsel, accountants, brokers and financial advisors. Seller and Buyer shall share equally any transfer taxes or fees required to be paid in connection with the transfers contemplated by this Agreement, including, without limitation, stamp taxes, document taxes, sales taxes, or any other payments in the nature of or in lieu thereof, if applicable.

     4.5 Public Announcements. Unless required by law, rule or regulation, no public announcement (including an announcement to employees) or press release concerning the transactions provided for herein shall be made by either party without the prior written approval of the other party. With respect to any disclosures required by applicable law, rule or regulation, including disclosure requirements under applicable securities acts, each party will consult with the other party and allow the other party to review the proposed disclosure prior to making any such disclosures.

     4.6 Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the state of California, without regard to its conflicts of laws principles.

     4.7 Waiver; Severability. The waiver or breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach of the same or any other term or condition. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties as expressed herein.

     4.8 No Third Party Rights. Nothing in this Agreement shall be deemed to create any right on the part of any person or entity not a party to this Agreement. The provisions of this Agreement are solely for the benefit of the parties to the Agreement[, and no employee or former employee of the Partnerships or the Seller or any other individual associated herewith or any other party shall be regarded for any purpose as a third-party beneficiary of the Agreement as a result of this Agreement. Nothing contained in this Agreement will be deemed to cause any employee’s employment on or after the Closing to be other than on an “at will” basis].

     4.9 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one agreement, and all of which when taken together, shall constitute one agreement. This Agreement shall become effective when counterparts of this Agreement have been executed by and delivered to both parties.

     4.10 Entire Agreement; Amendments. This Agreement, including the Exhibit hereto and the documents delivered hereunder, contains the entire agreement and understanding of the parties in respect of the subject matter hereof, and supersedes all prior agreements and understandings between the parties. Except for the express representations and warranties set forth in this Agreement, there are no representations or warranties of any kind, including without limitation any representations or warranties as to the business, assets, properties, liabilities or obligations of the Partnerships. Buyer acknowledges and agrees that Seller and any affiliate of Seller has no obligation, responsibility or duty to inform Buyer of any information concerning the Partnerships or their business, assets, properties, liabilities or obligations, even if such

6

information is material and is known to Seller or such affiliate. This Agreement may not be amended except in a writing signed by each of the parties.

     4.11 Waiver of Rescission. Each party hereby irrevocably waives any right of rescission with respect to this Agreement and the transactions contemplated hereby and agrees that it will not, directly or indirectly, initiate or pursue any proceeding or take any other action that may result in such rescission.

[SIGNATURE PAGE FOLLOWS]

7

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

ALLIANCE SEMICONDUCTOR CORPORATION
By:	/s/ Melvin L. Keating
Name:	Melvin L. Keating
Title:	President and CEO
ALLIANCE VENTURE MANAGEMENT, LLC
By:	/s/ V. R. Ranganath
Name:	V. R. Ranganath
Title:	President

[Signature Page to the Partnership Interests Purchase Agreement]

8

EXHIBIT A

RECEIPT

     Reference is made to the Partnership Interests Purchase Agreement (the “Agreement”) dated as of                      ___, 2006 by and between Alliance Semiconductor Corporation, a Delaware corporation (“Buyer”) and Alliance Venture Management, LLC, a California limited liability company (“Seller”).

     Seller hereby acknowledges receipt from Buyer pursuant to Section 1.4 of the Agreement of the amount set forth below.

Dated:                     ___, 2006

ALLIANCE VENTURE MANAGEMENT, LLC	AMOUNT RECEIVED
By:
Name:
Title:	$

EX-10.2

Exhibit 10.2

MUTUAL RELEASE

     THIS MUTUAL RELEASE (“Agreement”) is made and entered into as of this 1^st day of December, 2006, by and between Alliance Semiconductor Corporation, a Delaware corporation (“ALSC”), for itself and its capacity as sole limited partner of Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P. and Alliance Ventures V, L.P. (collectively the “Partnerships”) each of the Partnerships, and ALSC Venture Management, LLC, a California limited liability company (“ALSC Venture”) on one hand, and Alliance Venture Management, LLC, a California limited liability company (“AVM”) for itself and in its capacity as the former sole general partner and special limited partner of each of the Partnerships, on the other hand.

RECITALS:

          A. On May 3, 2006, Alliance Semiconductor Corporation removed Alliance Venture Management, LLC as general partner and named ALSC Venture Management as a new general partner. Alliance Venture Management LLC now holds a limited partner interest in each partnership pursuant to the provisions of California law and will retain its capital account as computed through May 3, 2006 but will not accrue further increases, or decreases for loss allocations, in its capital account.

          B. Pursuant to a Memorandum of Understanding dated as of May 17, 2006 (“MOU”) the parties have agreed that the agreement of limited partnership for each of the Partnerships shall be amended to remove from each such partnership agreement the provisions for allocating 15% of net profits from portfolio investments to the general partner and to remove the existing provisions in paragraph 4.2 regarding payment of a management fee, and that there will be no further payments of compensation to AVM for past or future services as general partner of the Partnerships.

          C. The parties have agreed that Alliance Venture Management, LLC will sell its partnership interests to ALSC for $400,000 (from all Partnerships in the aggregate), and for the allocation to ALSC Venture of 2% (two percent) of the gross sales proceeds from the investments in any partnership’s portfolio, including proceeds from a liquidity event such as an IPO or a sale of the portfolio company (which payments may be made in kind at the applicable Partnership’s option).

          D. The parties have agreed that V.R. Ranganath will be employed or will consult with ALSC Venture for compensation of $300,000 per year plus payment of reasonable and defined expenses.

          E. AVM, ALSC, ALSC Venture and each of the Partnerships have agreed to enter into a complete release of all claims, known and unknown, with respect to rights and claims concerning the Partnerships, except for obligations created by the MOU as described in the preceding recitals (the “MOU Agreements”), and provided that the indemnification provisions contained in section 5.7 of each of the partnership agreements shall survive.

     NOW THEREFORE, for good and valuable consideration (including the execution and delivery of the releases set forth in this Agreement), the receipt and sufficiency of which is hereby acknowledged, ALSC, the Partnerships and AVM hereby agree as follows:

1. Releases.

          (a) ALSC, ALSC Venture and each of the Partnerships hereby releases and forever discharges AVM and all of its respective successors, assigns, managers, officers, agents, employees and members, and each of them (collectively, the “AVM Released Parties”), of and from any and all claims, damages, demands, debts, liabilities, losses, obligations, suits, actions and causes of action, of every kind and character whatsoever, at law or in equity, whether known or unknown, which ALSC or any of the Partnership ever had, now has or hereafter may have against any of the AVM Released Parties, arising out of or in any way relating to the Partnerships, all activities of the Partnership and the acts or omissions of AVM in connection with the Partnerships since the beginning of time through the date of this Agreement (the “Released Matters”).

          (b) AVM hereby releases and forever discharges ALSC, ALSC Venture, each of the Partnerships and their respective successors, assigns, directors, officers, agents, and employees, and each of them (collectively, the “ALSC Released Parties”), of and from any and all claims, damages, demands, debts, liabilities, losses, obligations, suits, actions and causes of action, of every kind and character whatsoever, at law or in equity, whether known or unknown, which AVM ever had, now has, or hereafter may have against any of the ALSC Released Parties, arising out of or in any way relating to the Released Matters.

          (c) The parties acknowledge the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

          (d) For the purposes of implementing the full and complete release and discharge of the AVM Released Parties against ALSC, ALSC Venture or any of the Partnerships, and of the ALSC Released Parties against AVM described under Paragraphs 1(a) and (b), the parties expressly waive, relinquish and forfeit all rights and benefits afforded by Section 1542 of the Civil Code of the State of California .

          (e) The parties have each carefully read and fully understand all of the provisions of this Release which sets forth the entire agreement, and each acknowledge that they have not relied upon any representation or statement, written or oral, not otherwise set forth within this document.

     2. Representations and Warranties. Each of ALSC, ALSC Venture, the Partnerships and AVM represents and warrants:

          (a) that such party has not assigned, transferred, encumbered or conveyed in any other way, all or any portion of the claims or rights covered by this Agreement;

          (b) that such party has executed this Agreement voluntarily, with full knowledge of its import and significance; that this Agreement is fair and reasonable and is not the result of any

2

duress, overreaching, coercion, pressure or undue influence exercised by any other party upon such party; and that the parties have been awarded the opportunity and have obtain independent legal advice from counsel of their own selection with respect to this Agreement and their rights and obligations under this Agreement; and

          (c) that such party has full corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement to the other party.

     3. Limitations of Agreement. The releases under this Agreement relate only to the Released Matters. ALSC, ALSC Venture, each of the Partnerships and AVM agree that the releases set forth in this Agreement shall be and remain in effect in all respects as a complete general release as to the matters released; provided however that this release does not extend to any obligations incurred under this Agreement or any of the MOU Agreements; notwithstanding the releases contemplated hereunder, ALSC, ALSC Venture and each of the Partnerships acknowledges that each of the AVM Released Parties is entitled to continuing enforcement of Section 5.7 of each agreement of limited partnership for each of the Partnerships.

     4. Confidentiality. The parties hereto each agree to use their best efforts to maintain in confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Settlement Information”). Each party hereto agrees to take every reasonable precaution to prevent disclosure of any Settlement Information to third parties, with the exception that the terms of this Agreement may be disclosed to and discussed with agent, those employees, officers, directors, attorneys, accountants, governmental agencies, and family members who have a reasonable need to know of such Settlement Information. In addition, the Settlement Information may be disclosed to the extent required under applicable securities laws or to enforce this Agreement.

     5. No Admission of Liability. The parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the parties hereto, or either of them, either previously or in connection with this Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgement or admission by either party or any fault or liability whatsoever to the other party or to any third party.

     6. Costs. The parties shall each bear their own costs, expenses, attorneys’ and other fees incurred in connection with this Agreement. The prevailing party in any action to enforce this Agreement will be entitled to its attorneys’ fees, costs and expenses.

     7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of California.

     8. Severability. If any term or provision of this Agreement shall for any reason be determined to be invalid, illegal and/or enforceable, the remaining provisions of this Agreement shall nonetheless continue in full force and effect.

          IN WITNESS WHEREOF, ALSC, ALSC Venture, each of the Partnerships and AVM have executed this Agreement as of the day and year first written above.

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ALLIANCE SEMICONDUCTOR CORPORATION
By:	/s/ Melvin L. Keating
	Melvin L. Keating, President
ALSC VENTURE MANAGEMENT, LLC
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
ALLIANCE VENTURES I, L.P.
By: ALSC VENTURE MANAGEMENT, LLC
Its: General Partner
	By:	/s/ Melvin L. Keating
		Melvin L. Keating, Manager
ALLIANCE VENTURES II, L.P.
By: ALSC VENTURE MANAGEMENT, LLC
Its: General Partner
	By:	/s/ Melvin L. Keating
		Melvin L. Keating, Manager
ALLIANCE VENTURES III, L.P.
By: ALSC VENTURE MANAGEMENT, LLC
Its: General Partner
	By:	/s/ Melvin L. Keating
		Melvin L. Keating, Manager
ALLIANCE VENTURES IV, L.P.
By: ALSC VENTURE MANAGEMENT, LLC
Its: General Partner
	By:	/s/ Melvin L. Keating
		Melvin L. Keating, Manager

4

ALLIANCE VENTURES V, L.P.
By: ALSC VENTURE MANAGEMENT, LLC
Its: General Partner
	By:	/s/ Melvin L. Keating
		Melvin L. Keating, Manager
ALLIANCE VENTURE MANAGEMENT, LLC
By:	/s/ V.R. Ranganath
	V.R. Ranganath, Manager

5

EX-10.3

Exhibit 10.3

MANAGEMENT AGREEMENT

     This Management Agreement (this “Management Agreement”) is made as of the 1^st day of December, 2006, by and between ALSC VENTURE MANAGEMENT, LLC, a California limited liability company and each of the following partnerships: ALLIANCE VENTURES I, L.P., ALLIANCE VENTURES II, L.P., ALLIANCE VENTURES III, L.P., ALLIANCE VENTURES IV, L.P. and ALLIANCE VENTURES V, L.P., each a California limited partnership (each such partnership being referred individually as a “Partnership” and collectively as the “Partnerships”).

     The Partnerships acknowledge that each of them was formed pursuant to an Agreement of Limited Partnership dated the date set forth on Schedule 1 to this Agreement. Each Partnership acknowledges that ALSC Venture Management, LLC has been named as the new General Partner of each Partnership and that pursuant to agreements amending each limited partnership, this Management Agreement has been executed.

     1. Designation of Manager. Each Partnership hereby confirms that ALSC Venture Management, LLC has been designated as the Management Agent, as defined in the respective Partnership Agreements of the Partnership.

     2. Compensation of Management Agent. The Management Agent shall receive an annual management fee of $300,000 per year (pro rated for any partial year) commencing May 17, 2006 and paid in monthly installments.

     3. Payment of Management Compensation. All Partnerships shall be jointly and severally liable for the payment of the management compensation provided in this Management Agreement. For administrative purposes, the Partnerships agree that unless another method of allocation is agreed upon, management compensation shall be allocated among the Partnerships and charged to each Partnership according to the aggregate value of the capital accounts of the limited partners in such Partnership as of the end of the most recent fiscal quarter. If any Partnership pays a greater proportion or share of such management fees, it shall be entitled to recover such excess portion from the Partnerships contributing less than their portion is determined under this paragraph.

     4. Employment of V.R. Ranganath. Provided he is willing to serve in such capacity, and subject to his dismissal for cause, the Management Agent shall employ V. R. Ranganath to perform the functions of administering the portfolio securities, keeping records, assisting in valuation and preparing financial statements, reports and tax returns, and shall pay V.R. Ranganath compensation equal to the compensation stated in Section 2 of this Agreement, subject to all legally-required withholdings and pursuant to the form of Employment Agreement attached as Exhibit A. If ALSC Venture Management is sold to a non-affiliate of Alliance Semiconductor Corporation and compensation is paid to Alliance Ventures Management LLC in connection with the sale, this paragraph 4 may be renegotiated after six months.

     5. Miscellaneous.

          (a) Amendments. This Agreement may be amended by the General Partner and the Manager in any manner that does not adversely affect the rights of any Limited Partner by an instrument in writing and may not be amended orally.

          (b) 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.

          (c) Binding Effect of Agreement. This Agreement, shall be binding on the successors, assigns and the legal representatives of each of the Partners.

          (d) Counterparts. This Agreement may be executed in more than one counterpart with the same effect as if the parties executing the several counterparts had all executed one document.

          (e) 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 have executed this Amendment this 1^st day of December, 2006.

ALLIANCE VENTURES I, LP
By:	/s/ Melvin L. Keating
	ALSC Venture Management, LLC, General Partner
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
ALLIANCE VENTURES II, LP
By:	/s/ Melvin L. Keating
	ALSC Venture Management, LLC, General Partner
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager

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ALLIANCE VENTURES III, LP
By:	/s/ Melvin L. Keating
	ALSC Venture Management, LLC, General Partner
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
ALLIANCE VENTURES IV, LP
By:	/s/ Melvin L. Keating
	ALSC Venture Management, LLC, General Partner
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
ALLIANCE VENTURES V, LP
By:	/s/ Melvin L. Keating
	ALSC Venture Management, LLC, General Partner
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
ALSC VENTURE MANAGEMENT, LLC
By:	/s/ Melvin L. Keating
	Melvin L. Keating, Manager
By:	/s/ V.R. Ranganath
	V.R. Ranganath, Manager

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement is made as of December 1, 2006 by and between ALSC Venture Management, LLC, a California limited liability company, (the “Company”) and V.R. Ranganath (“Employee”).

RECITALS

     A. The Company is the sole general partner of each of Alliance Ventures I, L.P., Alliance Ventures II, L.P., Alliance Ventures III, L.P., Alliance Ventures IV, L.P., and Alliance Ventures V, L.P. (each a “Partnership” and collectively the “Partnerships”).

     B. The Company desires to retain the services of Employee in its business, thereby retaining for the Company the benefit of Employee’s business knowledge and experience and also to make provisions for the payment of reasonable and proper compensation to Employee for such services; and

     C. Employee is willing to remain employed by the Company and to perform the duties incident to such employment upon the terms and conditions hereinafter set forth.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants and representations herein contained, the Company and Employee agree as follows:

1. EMPLOYMENT AND DUTIES

     (a) Employee is hereby employed as an employee of the Company to perform such duties within the Company as may be determined and assigned to him from time to time by the Company’s Board of Managers, including performing the functions of administering the Company’s portfolio securities, keeping records, and assisting in valuations and preparing financial statements, reports and tax returns for the Partnerships. Employee shall devote his best efforts to the performance and faithful discharge of his duties, including the performance of any and all duties consistent with his position as delineated above and in the Company’s Bylaws, and as such duties may be assigned to him by the Company’s Board of Managers or President.

     (b) Employee shall be required to devote such portion of his business time, ability and attention to the operations and affairs of the Company, as are reasonably required to perform the functions listed in Section 1(a).

2. TERM

     The term of employment shall commence upon the date hereof, and shall continue for three years or, if less, as long any Partnership remains in business except that it may be terminated six months after a sale of the Partnerships to a party not Affiliated with Alliance Semiconductor corporation, or renegotiated as provided in Section 4 of the Management Agreement by and among the Company and the Partnerships dated the same date as this Agreement. Without prejudice to any other remedy to which the Company may be entitled, the

Company may terminate the employment of Employee hereunder prior to the expiration of the term of this Agreement for any reason specified in Section 4 of this Agreement.

3. COMPENSATION

     (a) In consideration for the services to be rendered by Employee hereunder, the Company agrees to pay, or to cause to be paid to the Employee, and he agrees to accept as compensation, an annual salary of three hundred thousand dollars ($300,000.00) (pro-rated for any partial year) payable in equal monthly installments, effective commencing May 17, 2006.

     (b) Employee shall be reimbursed for ordinary and necessary business expenses incurred in connection with his employment including, but not limited to, expenses of travel and entertainment, meals, lodgings and other expenses of a business nature, upon presentation of appropriate vouchers.

     (c) Employee shall be entitled to such fringe benefits, including accident and health insurance, wage continuation insurance and contributions to retirement plans, if any, upon the same terms and conditions as are offered at any time during the term of this Agreement to other employees or managers of the Company.

     (d) Employee shall receive full compensation for any period of illness or incapacity during the term of this Agreement, reduced by any payments to him under disability or other insurance plans.

4. TERMINATION

     The Company shall be entitled at its option to terminate Employee’s employment hereunder at any time, only for the following reasons, or as provided in Section 5:

     (a) because of his fraud, misappropriation, embezzlement, theft or the like; or

     (b) because of his conviction of a felony;

     (c) because he has engaged in activities which are substantially adverse to the interests of the Company including a failure, after notice, to devote sufficient time to the business of the Company and the Partnerships, or a failure or a refusal to provide information about the Partnerships to the Company or the partners in any Partnership; or

     (d) because Employee has failed to perform duties under this Agreement by reason of illness or disability for a period exceeding 60 days.

5. DEATH DURING EMPLOYMENT

     If Employee dies during the term of this Agreement, this Agreement shall terminate immediately, and the Company shall pay to the estate of the Employee the basic annual salary and expense reimbursement which would otherwise be payable to the Employee through the last day of the month in which his death shall have occurred.

6. NO CONFLICT

     Employee hereby warrants that he is not now under any legal or contractual obligation that would conflict in any manner whatsoever with the obligations and duties by him herein undertaken, and that the execution of this Agreement will not breach any agreement to which the Employee is presently a party. The Company agrees that nothing in this Agreement shall be deemed to prohibit Employee from working with any other venture capital fund or investment management entity of any kind whatsoever, including his engaging in the formation of a new fund to be managed or co-managed by him during the term of this Agreement provided such activities do not materially interfere with Employee’s performance of his duties under this Agreement.

7. ASSIGNMENT

     . Employee agrees that this Agreement may be assigned to Alliance Semiconductor Corporation if the Partnerships are sold to a party not affiliated with Alliance Semiconductor Corporation.

8. CONSTRUCTION

     This Agreement shall be governed by, and be construed in accordance with, the laws of the state of California and shall be binding upon, and shall inure to the benefit of the heirs, executors, assigns, transferees, and successors in interest of the parties hereto, notwithstanding the reorganization, merger, consolidation or change in personnel of the Company.

9. NOTICES

     All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery or on the day sent by facsimile transmission if a true and correct copy is sent the same day by first class mail, postage prepaid, or by dispatch by an internationally recognized express courier service, the address of the party set forth below his signature hereto, or to such other address as the party may direct by giving ten days’ notice in the manner set forth herein.

10. WAIVER OF BREACH

     The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision or of any subsequent breach of the same provision thereof.

11. ENTIRE AGREEMENT

     This instrument contains the entire agreement of the parties regarding employment of Employee by the Company. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

12. SEVERABILITY

     If any portion of this Agreement is held by a court of competent jurisdiction to conflict with any federal, state or local law, such portion or portions of this Agreement are hereby declared to be of no force or effect in such jurisdiction, and this Agreement shall otherwise remain in full force and effect and be construed as if such portion had not been included herein.

7. MISCELLANEOUS

     Time is of the essence of this Agreement. Whenever necessary or proper herein the singular includes the plural, and the plural the singular, and masculine, feminine and neuter gender expressions are interchangeable. The section headings used herein are provided for informational purposes only and shall affect neither the meaning of the terms nor the intent of the parties.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

COMPANY:
ALSC VENTURE MANAGEMENT LLC.
By:	/s/ Melvin L. Keating
Title:	Manager
EMPLOYEE:
/s/ V. R. Ranganath
(Signature)
Address:	18916 Congress Junction Ct.
Saratoga, CA 95670
Facsimile:	408-873-9121

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ALLIANCE SEMICONDUCTOR ANNOUNCES AGREEMENT TO SELL
VENTURE PORTFOLIO TO QTV CAPITAL

SANTA CLARA, Calif.—(BUSINESS WIRE)—December 1, 2006— Alliance Semiconductor Corporation today announced that it has signed an agreement with QTV Capital Limited for the sale of a portfolio of venture securities held by five Alliance investment partnerships. Under the terms of the agreement, QTV Capital has agreed to pay $123.6 million in cash for all of the limited partnership and general partnership interests in the five Alliance partnerships that collectively hold a number of private company investments. The transaction is subject to various standard closing conditions, including approval by Alliance’s stockholders. The parties will seek to complete the transaction as promptly as practicable, and expect the transaction to close by the end of the first calendar quarter of 2007. The transaction does not include the sale of Alliance’s interests held by Solar Venture Partners, LP. In addition, certain other minor investments held by the five partnerships are not being sold in the transaction.

Mel Keating, President and CEO of Alliance said, “This agreement represents a significant next step in our plan to return value for Alliance stockholders and follows on the sale of our operating businesses earlier this year. We continue to evaluate all available alternatives and do not currently have any plans for a distribution to stockholders upon the consummation of this transaction. We began investigating the sale of our venture investments in early 2006, and directed investment banking firm Needham & Company, LLC to assist us in this effort. This agreement represents the culmination of an extensive bidding process in which numerous parties expressed interest. We are grateful to Needham & Company for their assistance and believe that we have thoroughly explored available alternatives.”

QTV Capital is a successful venture capital fund located in Silicon Valley. QTV Capital’s financial partner in the transaction is Pantheon Ventures, Inc., a leading global private equity fund-of-funds manager. “We are pleased to be selected by the Alliance board for this purchase and look forward to adding our operational management experience to the Alliance portfolio

companies, helping them produce the best outcome possible for their shareholders,” said Maury Domengeaux, Managing Director, QTV Capital.

Forward-Looking Statements

Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “is expected,” “intends,” “plans,” “predicts,” “projects,” “targets,” “will be,” “will continue,” “may,” “becoming,” “receiving” or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management’s examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that our projections will be achieved. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for the Company or our subsidiaries to differ materially from those discussed in forward-looking statements include: changes in general economic conditions in the markets in which we may compete and fluctuations in demand in the semiconductor and communications industries; the possibility of unsatisfied closing conditions related to announced transactions; our ability to sustain historical margins; increased competition; increased costs; increases in our cost of borrowings or unavailability of debt or equity capital on terms considered reasonable by management if the need for financing arises; litigation; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors.

Additional Information and Where to Find It

This communication may be deemed to be soliciting material in respect of the proposed transaction between Alliance Semiconductor and QTV Capital. In connection with the proposed transaction, Alliance Semiconductor will be filing a proxy statement and other relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). STOCKHOLDERS OF ALLIANCE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The proxy statement and other documents filed with the SEC may be obtained free of charge at the SEC’s website at http:/www.sec.gov.

Alliance Semiconductor and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of Alliance common stock in respect of the proposed transaction. Information about the directors and executive officers of Alliance

Semiconductor is set forth in Alliance’s Annual Report on Form 10-K filed with the SEC on August 9, 2006, and additional information regarding their interests in the solicitation will be set forth in a proxy statement that will be filed by Alliance relating to the proposed transaction.

Contacts:

Alliance Semiconductor Corporation, Santa Clara, CA
Melvin L. Keating, President and Chief Executive Officer

408-855-4900

QTV Capital Limited, Saratoga, CA
Maury Domengeaux, Managing Director

408-865-0685