February 24, 2000


Mr. Donald G. Carrigan
425 Scrub Oak Circle
Monument, Colorado  80132

Dear Mr. Carrigan:

This letter agreement ("Agreement") sets forth our agreement to the terms of
your continued employment with Ramtron International Corporation ("Ramtron").

1.  Term.  The term of this Agreement shall begin on January 1, 2000 and shall
continue until December 31, 2001, unless sooner terminated as provided in
paragraph 2 below.

2.  Termination.  Should you voluntarily terminate your employment or should
your employment be terminated for cause, Ramtron shall be relieved of all of
its obligations provided herein including, but not limited to, its obligation
to pay you the salary provided in paragraph 3 below.  Termination for cause
shall include chronic absenteeism (not due to physical or mental illness, not
constituting permanent disability, habitual alcoholism, drug abuse or
addiction); the commission of a felony or fraud on Ramtron, its employees,
customers, stockholders, or vendors; misappropriation of any money or other
assets or properties of Ramtron, its employees, customers, stockholders or
vendors; violation of reasonable, specific and lawful directions received from
Ramtron's Board of Directors and/or CEO, in connection with and pertaining to
your duties Vice President and General Manager; or the unauthorized disclosure
or use of any Ramtron trade secrets or financial information or data which
results, or is likely to result, in injury or damage to Ramtron.  Upon
termination of this Agreement, you shall be paid your regular salary and
accrued vacation time, if any, up to the termination date less applicable
income tax withholdings and any other lawful off set for charges or
indebtedness which may be owed by you to Ramtron or both.  If Ramtron
terminates your employment for any reason other than cause during the term of
this Agreement, then Ramtron shall be obligated to continue to pay you the
salary provided in paragraph 3 below until such term expires.  IT IS EXPRESSLY
ACKNOWLEDGED AND UNDERSTOOD THAT YOUR EMPLOYMENT WITH RAMTRON IS AN EMPLOYMENT
"AT WILL" SITUATION.

3.  Salary.  The salary to be paid by Ramtron to you shall be THIRTEEN THOUSAND
THREE HUNDRED EIGHT DOLLARS AND EIGHT CENTS ($13,308.08) per month ($159,697.00
per annum), which amount shall be paid in equal installments on or about the
15th and 30th of each month.  All such payments shall be subject to withholding
and other applicable taxes.

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4.  Ownership of Documents, Patents and Copyrights.  Any documents, inventions
or copyrightable material that you may prepare while employed by Ramtron shall
be subject to the non-disclosure and assignment requirements provided in the
Invention and Non-Disclosure Agreement between you and Ramtron dated
November 27, 1989.  The termination or expiration of this Agreement shall have
no affect on your duties and obligations as provided in said Invention and Non-
Disclosure Agreement.

5.  Change of Ownership.  If during the term of this contract, a change of
ownership of Ramtron or the business segment with which you are associated
(defined as the sale or transfer of > 50% of the assets or stock to a single
new owner) occurs and your employment hereunder is not continued (or an
equivalent job is not offered to you with the new entity), then you shall be
entitled to a severance package that would include:

    Your salary until departure date
    Any unpaid expense reimbursement
    Accrued vacation pay
    One year's salary to be paid in one lump sum or monthly over 12 months
    at the discretion of the Company

6.Arbitration.  Should any dispute arise under this Agreement or out of its
termination or cancellation, the matter shall be submitted to and decided by
arbitration. The arbitration shall be held at a mutually agreeable location
within the State of Colorado and shall be held in accordance with the terms and
conditions outlined in the Colorado Uniform Arbitration Act, C.R.S. Section 13-
22-201.

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

8.  Severability.  In case any one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected thereby.

9.  Assignability and Binding Effect.  This Agreement shall inure to the
benefit of and shall be binding upon your successors, assigns and legal
representatives and the successors and assigns of Ramtron.  Except as set forth
in paragraph 10 below, neither party may assign, transfer, pledge, encumber or
otherwise dispose of this Agreement or any rights or obligations hereunder, and
any such attempt at delegation or disposition shall be null and void and
without effect.

10.  Complete Agreement; Modification; Waiver.  This Agreement constitutes the
complete agreement and understanding between the parties with respect to the
subject matter hereof.  This Agreement shall not be altered, modified or
amended except by written instruments signed by each of the parties hereto.
Waivers of any provision contained herein or any default hereunder shall only
be effective if in writing and signed by the party to be charged therewith.
Any written waiver shall not operate or be construed as a waiver of any or
other subsequent breach or default by any party.

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Please indicate your agreement to the foregoing by signing below.

Sincerely,

/S/ L. David Sikes
L. David Sikes
Chairman and CEO

LDS/klb

This Agreement is hereby agreed to and accepted, effective as of January 1,
2000.


/S/ Donald G. Carrigan                  March 2, 2000
---------------------------             -------------
Donald G. Carrigan                      Date

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