Institutional Shareholder Services Recommends ''Do Not Vote'' For Incumbent Board of Alliance Semiconductor

B. Riley & Co., Inc. today issued the following statementregarding the Institutional Shareholder Services (ISS) recommendationto shareholders of Alliance Semiconductor Corporation (NASDAQ: ALSC)in connection with ALSC's annual meeting of stockholders scheduled forThursday, October 20, 2005. ISS recommended that ALSC shareholders "DoNot Vote" the management white proxy Card and vote "FOR" Bryant Rileyon the Gold proxy card.

We are encouraged that ISS recommended that shareholders of ALSCdo not vote for the incumbent slate of directors but admit to beingconfused about ISS's recommendation to vote "FOR" only one of ournominees. We urge shareholders to vote "FOR" all of our nominees,especially considering some of the statements ISS made in its report.ISS stated:

"The dissidents have a valid argument that change is needed."

"......Shareholders could reasonably be concerned that ALSC isusing up the remaining value of the company on an ill-advised spendingspree that will not result in any creation of shareholder value."

"(W)e must also highlight the fact that the board made changesonly under the harsh glare of a proxy fight. We are not convinced thatthe board would not have continued along its prior path save theefforts of the dissidents, nor are we convinced that the board willnot simply return to the status quo if the dissidents lose thecontest."

Having only one of our Nominees on the board is not in our viewenough to solve the problem of the current board spending valuableshareholder assets on the semiconductor business. One of our nominees,C.N. Reddy, was not renominated by the ALSC board, presumably becausehe shared our views, and the same thing could happen to any singledissident director.

CAN YOU AFFORD TO BELIEVE THE COMPANY HAS TURNED THE CORNER?

We agree with ISS when it states:

"(W)e note that this board reacted only after the pressure wasapplied by the dissidents. Boards that are reactive in nature oftencannot be counted on to continue to look out for shareholders' bestinterests when the spotlight is turned off."

The current Board and management team would have you believe thatafter spending hundreds millions of dollars of your money, they areabout to experience breakout sales of new products and enjoy sustainedgrowth. This is a Board and management team that has time after timefailed to deliver on their optimistic views.

-- April 30, 2002-ALSC Q4 2001 Earnings Press Releases

Mr. Reddy commented, "Remaining hopeful about a potential recoveryin the future, we have decided to end all salary reductions."

The company lost $79.1 million in the next year.

-- April 29, 2003-ALSC Q4 2003 Conference Call Transcripts

"...I look for a stronger and profitable fiscal '04 for theCompany"

The Company lost $34.4 million from operations in fiscal '04.

-- January 26, 2004-ALSC Q3 2004 Conference Call Transcripts

"I don't see any reason why fiscal '05 is not going to be a greatyear for the Company. We will be back on track, as well as the revenueexpansion is concerned, I don't see any reason why the Company shouldnot be profitable, I think in fiscal '05."

The Company reports sequentially down revenues and a loss of $36.1million in Fiscal year 2005.

We urge all shareholders to vote "FOR" the Riley nominees toreplace the incumbent board with new directors dedicated to creatingshareholder value by voting the GOLD proxy card before the specialmeeting of shareholders scheduled for October 20, 2005.

There are only a few days remaining until the annual meeting ofshareholders scheduled for October 20, 2005. At this important meetingyou are being asked to make a choice between the current board or anew board with a fresh outlook. We note that shareholders have seen anincrease in the value of their shares since we started our campaign.We believe that the current board hired an investment bank to explorestrategic alternatives at least in part as a direct result of ouractivism. Our job is not done yet. Remember, if the incumbent boardwere to be re-elected, the pressure on the directors would be liftedand they could very well revert to their previous ways. We are warythat the current board might not make the same decisions formaximizing value for shareholders that a new slate would make.