February 24, 2000


Mr. Craig W. Rhodine
310 Stirrup Trail
Monument, Colorado  80132

Dear Mr. Rhodine:

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 of Enhanced Memory Systems,
Inc.; 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 THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS ($13,333.33) per
month ($160,000.00 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
September 14, 1992.  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/ Craig W. Rhodine                 March 2, 2000
------------------------             -------------
Craig W. Rhodine                     Date

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