PARTNERSHIP INTERESTS PURCHASE AGREEMENT

Exhibit 10.1

PARTNERSHIP INTERESTS PURCHASE AGREEMENT

Between

ALLIANCE SEMICONDUCTOR CORPORATION,

and
ALLIANCE VENTURE MANAGEMENT, LLC.

Dated: December 1, 2006

TABLE OF CONTENTS

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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.

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     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 electi