*  Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted and
separately filed with the Securities and Exchange Commission pursuant to Rule
24b-2 or Rule 406.

                             SECOND AMENDMENT TO
                     FRAM TECHNOLOGY LICENSE AGREEMENT

THIS SECOND AMENDMENT TO FRAM TECHNOLOGY LICENSE AGREEMENT (the "Amendment") is
entered into as of the 20th day of September, 1999, by and between RAMTRON
INTERNATIONAL CORPORATION ("Ramtron"), a Delaware corporation having its
principal office at 1850 Ramtron Drive, Colorado Springs, Colorado 80921, USA,
and FUJITSU LIMITED ("Fujitsu"), a Japanese corporation having its registered
office at 1-1, Kamikodanaka 4-chome, Nakahara-ku, Kawaski-shi, Kanagawa-ken
211-8588, Japan.

                              R E C I T A L S:

A.  Ramtron and Fujitsu entered into that certain FRAM Technology License
    Agreement executed by Ramtron on December 6, 1995 and by Fujitsu on
    December 19, 1995, as amended by that certain Amendment to Agreement
    entered into between the parties as of August 30, 1996 (as amended the
    "Agreement"), pursuant to which Ramtron licensed to Fujitsu certain of its
    proprietary ferroelectric technology for the design, development,
    manufacture and sale of products based upon such ferroelectric technology.

B.  Ramtron and Fujitsu wish to expand the scope of the Agreement to include
    use of the Licensed Technology in applications involving radio frequency
    identification devices, as more fully described herein.

NOW, THEREFORE, Ramtron and Fujitsu agree as follows:

1.  Definitions.  Defined terms herein shall have the meanings ascribed to such
    terms in the Agreement, unless otherwise provided herein.

2.  Amendments.  The Agreement shall be, and is hereby, amended in the
    following respects:

     a)  Section 1.6 (definition of "FRAM Products") is hereby amended and
         restated in its entirety to read as follows:

         "FRAM Products" means standard, non-volatile ferroelectric semi-
         conductor memory devices, including, specifically, devices with only
         memory array and associated memory array control logic.

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<PAGE>
     b)  Section 1.8 (definition of "Excluded FRAM Technology") is hereby
         amended and restated in its entirety to read as follows:

         "Excluded FRAM Technology" shall mean     **          .

     c)  Section 4.1.1 (Grant of License) is hereby amended by deleting the
         last sentence of the paragraph added to Section 4.1.1 by the Amendment
         to Agreement dated August 30, 1996, and replacing it with the
         following sentence:

         Subject to the terms and conditions set forth herein, Ramtron hereby
         grants to Fujitsu a royalty-bearing, non-exclusive, non-transferable,
         worldwide, perpetual license to use the Ramtron Technology, Ramtron
         Intellectual Property Rights and/or Ramtron's Improvements to design,
         develop, manufacture, make, sell, use, lease, transfer and otherwise
         dispose of Ferroelectric RF/ID Products, RF/ID IC cards and RF/ID IC
         card systems and their components.

     d)  Section 5.1.1 (Lump Sum Payment) is hereby amended to include the
         following new subparagraph (g):

         (g)  Prepaid RF/ID Royalties.  On or before September 30, 1999,
              Fujitsu shall pay Ramtron the amount of           **        which
              payment shall be a prepayment of certain of the royalties owed by
              Fujitsu pursuant to Section 5.2.5 below.  Accordingly, Fujitsu
              shall be entitled to a credit against the first     **       in
              royalties otherwise due to Ramtron pursuant to Section 5.2.5
              hereof.  At such time as the royalties otherwise due to Ramtron
              pursuant to Section 5.2.5 hereof equals           **     Fujitsu
              shall commence payment of such royalties to Ramtron in accordance
              with this Agreement.

     e)  Section 5.2 (Royalty Payments) shall be amended to include the
         following new subsection:

         5.2.5  Fujitsu shall pay Ramtron a royalty on all Ferroelectric RF/ID
                Products based upon and/or which use the FRAM Technology,
                Ramtron IPR, and/or Ramtron's Improvements made thereto and
                sold by Fujitsu for           **            upon the first sale
                by Fujitsu of Ferroelectric RF/ID Products in an amount equal
                to   **   .  For purposes of the preceding sentence, the FRAM
                memory area consists of the FRAM memory array and associated
                control logic, and the die area excludes the bond pads.
                Subject to Section 5.1.1(g) above, the obligation of Fujitsu to
                pay royalties to Ramtron under this Section 5.2.5 shall
                commence upon first sale by Fujitsu of Ferroelectric RF/ID
                Products.

                Section 5.2 (Royalty Payments) shall be further amended such
                that the second to the last sentence thereof is amended and
                restated in its entirety to read as follows: "All FRAM
                Products, Embedded FRAM Products and/or Ferroelectric RF/ID
                Products manufactured and/or sold by Fujitsu    **      .

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<PAGE>
     f)  Section 6.1 (OEM/Foundry Agreement) is hereby amended by modifying the
         paragraph added to Section 6.1 by the Amendment to Agreement dated
         August 30, 1996 such that each reference therein to "Embedded FRAM
         Products" shall be amended to read "Embedded FRAM Products and/or
         Ferroelectric RF/ID Products," and the reference therein to "   **
         Ramtron designs" shall be amended to read "   **     Ramtron designs."

     g)  Section 6.2 (Sales Price to Ramtron) is hereby amended by modifying
         the paragraph added to Section 6.2 by the Amendment to Agreement dated
         August 30, 1996 such that each reference therein to "Embedded FRAM
         Products" shall be amended to read "Embedded FRAM Products and/or
         Ferroelectric RF/ID Products."

     h)  Sections 1.13 (definition of "Net Sales"), 4.1.2, 5.3 (Payment and
         Certification of Royalties by Fujitsu) and 10.10 are hereby amended
         such that each reference therein to "FRAM Products" shall be amended
         to read "FRAM Products, Embedded FRAM Products and/or Ferroelectric
         RF/ID Products."

     i)  Sections 10.7, 10.8 and 10.9, as amended by the Amendment to Agreement
         dated August 30, 1996, are hereby amended such that each reference
         therein to "FRAM Products and/or Embedded FRAM Products" shall be
         amended to read "FRAM Products, Embedded FRAM Products and/or
         Ferroelectric RF/ID Products."

3.  No Other Changes.  Except as expressly stated above, this Amendment does
    not otherwise amend the Agreement, and the Agreement shall remain in full
    force and effect, as amended hereby.

EXECUTED as of the day and year first written above.

FUJITSU LIMITED

By:  /S/ Toshihiko Ono
   -------------------
   Toshihiko Ono
   Group Senior Vice President
   Semiconductor Group

RAMTRON INTERNATIONAL CORPORATION

By:  /S/ Greg B. Jones
   -------------------
Greg B. Jones
President and COO

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