THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF.  NO SUCH SALE OR DISTRIBUTION MAY BE AFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                             Warrants to Purchase
                            Shares of Common Stock

                      RAMTRON INTERNATIONAL CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THE WARRANTS evidenced by this Warrant Certificate have been issued as of the
18th day of January, 2000, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

THIS CERTIFICATE evidences the right of L. David Sikes or his nominee
("Holder") to purchase, for the Exercise Price (as defined below), during the
Exercise Term (as defined below), 667,000 shares of Common Stock (the "Shares")
of Ramtron International Corporation, a Delaware corporation (the "Company"),
subject to the terms and conditions hereinafter set forth.

1.  Definitions.  As used in this Certificate:

(a)  "Aggregate Exercise Price" shall mean with respect to any exercise under
     this Warrant Certificate the Exercise Price multiplied by the number of
     shares of Common Stock as to which the Warrant Certificate is exercised,
     as set forth in the Subscription Agreement.

(b)  "Date of Issuance" shall mean the date set forth in the preamble of this
     Warrant Certificate.

(c)  "Employment Agreement" shall mean that certain employment agreement
     entered into between Holder and Company dated as of January 18, 2000.

(d)  "Exercise Price" shall mean Six Dollars and 87.5 Cents ($6.875) per Share.

(e)  "Exercise Term" shall mean the five (5) year period commencing on the
     first date that the Warrants, or any portion thereof, vest and become
     exercisable pursuant to Section 2(a) of this Warrant Certificate and
     ending on the date that is five years from the date of such vesting;
     provided, however, that in the event of termination of Holder's employment
     with the Company for any reason prior to December 31, 2001, any vested and
     exercisable warrants shall be exercisable only for a period of 90 days
     following the effective date of termination.

                                  Page-152
<PAGE>
(f)  "Registrable Shares" shall mean all Shares that may not be resold pursuant
     to Rule 144 under the Act as of the date on which the Company notifies
     Holder, in accordance with Section 7(a) of this Warrant Certificate, of
     its intent to file a registration statement.

(g)  "Subscription Agreement" shall mean the Subscription Agreement attached
     hereto as Exhibit A.

(h)  "Warrants" shall mean the rights evidenced by this Warrant Certificate.

2.  Exercise of Warrants.

(a)  Right to Exercise. These Warrants shall vest and become exercisable on
     December 31, 2002 if the Holder is employed by the Company at that date;
     provided, however, that, so long as Holder remains employed by the Company
     pursuant to the Employment Agreement, (i) all of the Warrants not
     previously vested shall vest and become immediately exercisable upon the
     occurrence of any of the following conditions and events on or before
     December 31, 2001:  (x) the Company or any subsidiary of the Company, or
     Company together with one or more of the Company's subsidiaries, sell
     securities in one or a series of transactions by either a public offering
     or private placement (including without limitation a placement or
     distribution of any subsidiary of the Company) for gross proceeds from
     such sales of at least Seventy Million Dollars ($70,000,000); or (y) a
     "change of control" (as hereinafter defined) of the Company occurs; or,
     (ii) if none of the circumstances described in (i) above has occurred, a
     portion of the Warrants, such portion to be determined as provided below,
     shall vest and become immediately exercisable upon the occurrence of any
     of the following conditions and events on or before December 31, 2001: (x)
     if more than fifty percent (50%) of the shares of any subsidiary of the
     Company is sold or transferred, a percentage of the total number of
     Warrants equal to the percentage that the value of such subsidiary or
     portion of such subsidiary transferred or sold bears to the total value of
     the Company on the date of such sale or transfer shall vest and become
     exercisable; (y) if any shares of any subsidiary of the Company are
     distributed to the Company's stockholders, a percentage of the total
     number of Warrants equal to the percentage that the value of such
     distributed shares bears to the value of all of the outstanding shares of
     the Company including such subsidiary on the date of such distribution
     shall vest and become exercisable; and (z) if more than ten percent (10%)
     of the Company's assets, whether tangible or intangible, is sold or
     transferred, a percentage of the total number of Warrants equal to the
     percentage that the value of such assets bears to the total value of all
     of the Company's assets on the date of such sale or transfer shall vest
     and become exercisable. Valuations of the Company and its subsidiaries for
     purposes of the foregoing provisions shall be as reasonably determined by
     the Company's Board of Directors.  For purposes of this Warrant
     Certificate, "change of control" means any of the following:  (i) Any
     "person," as such term is defined in Section 3(a)(9) and used in Section
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
     Act"), who was not a beneficial owner (as defined in Rule 13(d)-3 under

                                  Page-153
<PAGE>
     the Exchange Act) on the date hereof, becomes the beneficial owner,
     directly or indirectly, of securities of the Company representing 40% or
     more of the combined voting power of the Company's then outstanding
     securities; or (ii) the shareholders or Company approve (A) a merger of
     the Company with or into any other corporation of which the Company is not
     the surviving corporation or in which the Company survives as a subsidiary
     of another corporation, (B) a consolidation of the Company with any other
     corporation, or (C) the sale or disposition of all or substantially all of
     the Company's assets or a plan of complete liquidation.

(b)  Method of Exercise.  The vested Warrants may be exercised by the Holder
     during the Exercise Term:

     (i)  Cash Exercise.  By the surrender of this Warrant Certificate at the
          principal office of the Company, along with the properly completed
          Subscription Agreement indicating the election of the Holder to
          effect a cash exercise, and the payment to the Company by certified
          or cashier's check of the Aggregate Exercise Price; or

    (ii)  Cashless Exercise.  By the surrender of this Warrant Certificate at
          the principal office of the Company, along with the properly
          completed Subscription Agreement indicating the election of the
          Holder to affect a cashless exercise pursuant to the provisions of
          this Section 2(b)(ii) ("Cashless Exercise").  Such surrender shall be
          deemed a waiver of the Holder's obligation to tender cash payment of
          the Aggregate Exercise Price.  In the event of a Cashless Exercise,
          in lieu of paying the Exercise Price in cash, the Holder shall
          exchange its Warrants for that number of shares of Common Stock
          determined by multiplying the number of shares of Common Stock of
          Company to which it would otherwise be entitled by a fraction, the
          numerator of which shall be the difference between the then current
          market price per share of the Common Stock and the Exercise Price,
          and the denominator of which shall be the then current market price
          per share of Common Stock.  For purposes of any computation under
          this Section 2(b)(ii), the then current market price per share of
          Common Stock at any date shall be deemed to be the closing sale price
          of the Common Stock for the trading day preceding the date of the
          Cashless Exercise as reported by the Nasdaq Stock Market ("Nasdaq")
          or, if no reported sale takes place on such day, the representative
          closing bid price of the Common Stock for such day as reported by
          Nasdaq.

(c)  Issuance of Share Certificate and/or New Warrant Certificate.  In the
     event of any exercise of the Warrants, certificates for the Shares so
     purchased shall be delivered to Holder within a reasonable time after the
     Warrants shall have been so exercised, and unless the Warrants have
     expired, a new certificate representing the right to purchase the number
     of Shares, if any, with respect to which this Warrant Certificate shall
     not then have been exercised shall also be issued to Holder within such
     time.  All such new warrant certificates shall be dated the date hereof
     and shall be identical to this Warrant Certificate except as to the number
     of Shares issuable pursuant thereto.  The Company shall pay all
     documentary, stamp or other transactional taxes (other than transfer
     taxes), if any, attributable to the issuance or delivery of shares of
     Common Stock of the Company upon exercise of the Warrants.

                                  Page-154
<PAGE>
(d)  Restrictions on Exercise.  The Warrants may not be exercised if the
     issuance of the Shares upon such exercise would constitute a violation of
     any applicable federal or state securities laws or other laws or
     regulations.  As a condition to the exercise of the Warrants, the Company
     may require Holder to make such representations and warranties to the
     Company as may be required by applicable law or regulation.

3.  Stock Fully Paid; Reservation of Shares.  The Company covenants and agrees
that all Shares will, upon issuance and payment in accordance herewith, be
fully paid, validly issued and nonassessable.  The Company further covenants
and agrees that during the Exercise Term the Company will at all times have
authorized and reserved for the purpose of the issue upon exercise of the
Warrants at least the maximum number of shares of the Company's Common Stock as
are issuable upon the exercise of the Warrants.

4.  Adjustment of Purchase Price and Number of Shares.  The number and kind of
securities purchasable upon the exercise of the Warrants and the Exercise Price
shall be subject to adjustment from time to time upon the happening of certain
events, as follows:

(a)  Consolidation, Merger or Reclassification.  If the Company at any time
     while the Warrants remain outstanding and unexpired shall consolidate with
     or merge into any other corporation, or sell all or substantially all of
     its assets to another corporation, or reclassify or in any manner change
     the securities then purchasable upon the exercise of the Warrants (any of
     which shall constitute a "Reorganization"), then lawful and adequate
     provision shall be made whereby this Warrant Certificate shall thereafter
     evidence the right to purchase such number and kind of securities and
     other property as would have been issuable or distributable on account of
     such Reorganization upon or with respect to the securities which were
     purchasable under the Warrants immediately prior to the Reorganization.
     The Company shall not effect any such Reorganization unless prior to or
     simultaneously with the consummation thereof the successor corporation (if
     other than the Company) resulting from such Reorganization shall assume by
     written instrument executed and mailed or delivered to Holder, at the last
     address of Holder appearing on the books of the Company, the obligation to
     deliver to Holder such shares of stock, securities or assets as, in
     accordance with the foregoing provisions, Holder may be entitled to
     purchase.

(b)  Subdivision or Combination of Shares.  If the Company at any time while
     the Warrants remain outstanding and unexpired shall subdivide or combine
     its Common Stock, the Exercise Price shall be adjusted to that price
     determined by multiplying the Exercise Price in effect immediately prior
     to such subdivision or combination by a fraction (i) the numerator of
     which shall be the total number of shares of Common Stock outstanding
     immediately prior to such subdivision or combination and (ii) the
     denominator of which shall be the total number of shares of Common Stock
     outstanding immediately after such subdivision or combination.

                                  Page-155
<PAGE>
(c)  Certain Dividends and Distributions.  If the Company at any time while the
     Warrants are outstanding and unexpired shall take a record of the holders
     of its Common Stock for the purpose of:

     (i)  Stock Dividends.  Entitling them to receive a dividend payable in, or
          other distribution without consideration of, Common Stock, then the
          Exercise Price shall be adjusted to that price determined by
          multiplying the Exercise Price in effect immediately prior to each
          dividend or distribution by a fraction (A) the numerator of which
          shall be the total number of shares of Common Stock outstanding
          immediately prior to such dividend or distribution, and (B) the
          denominator of which shall be the total number of shares of Common
          Stock outstanding immediately after such dividend or distribution; or

    (ii)  Distribution of Assets, Securities, etc.  Making any distribution
          without consideration with respect to its Common Stock (other than a
          cash dividend) payable otherwise than in its Common Stock, Holder
          shall, upon the exercise of the Warrants, be entitled to receive, in
          addition to the number of Shares receivable thereupon, and without
          payment of any additional consideration therefor, such assets or
          securities as would have been payable to him or her as owner of that
          number of Shares receivable by exercise of the Warrants had he or she
          been the holder of record of such Shares on the record date for such
          distribution, and an appropriate provision therefor shall be made a
          part of any such distribution.

(d)  Adjustment of Number of Shares.  Upon each adjustment in the Exercise
     Price pursuant to Subsections (b) or (c) (i) of this Section 4, the number
     of Shares purchasable hereunder shall be adjusted to that number
     determined by multiplying the number of such Shares purchasable upon the
     exercise of the Warrants immediately prior to such adjustment by a
     fraction, the numerator of which shall be the Exercise Price immediately
     prior to such adjustment and the denominator of which shall be the
     Exercise Price immediately following such adjustment.  Any determination
     that the Company or the Board of Directors must make pursuant to
     subsections (a), (b) or (c) of this Section 4 shall be final and
     conclusive.

(e)  Notice.  In case at any time:

     (i)  The Company shall pay any dividend payable in stock upon its Common
          Stock or make any distribution, excluding a cash dividend, to the
          holders of its Common Stock;

    (ii)  The Company shall offer for subscription pro rata to the holders of
          its Common Stock any additional shares of stock of any class or other
          rights;

   (iii)  There shall be any reclassification of the Common Stock of the
          Company, or consolidation or merger of the Company with, or sale of
          all or substantially all of its assets to, another corporation; or

                                  Page-156
<PAGE>
    (iv)  There shall be a voluntary or involuntary dissolution, liquidation or
          winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder at
least 10 days' prior written notice (or, in the event of notice pursuant to
Section 4(e)(iii), at least 30 days' prior written notice) of the date on which
the books of the Company shall close or a record shall be taken for such
dividend, distribution or subscription rights or for determining rights to vote
in respect to any such reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up.  Such notice in accordance with the
foregoing clause shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause shall also specify the date on which the holders of Common
Stock shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, as the case may be.  Each such written
notice shall be given by first-class mail, postage prepaid, addressed to Holder
at the address of Holder as shown on the books of the Company.

(f)  No Change in Warrant Certificate.  The form of this Warrant Certificate
need not be changed because of any adjustment in the Exercise Price or in the
number of Shares purchasable on its exercise.  The Exercise Price or the number
of Shares shall be considered to have been so changed as of the close of
business on the date of adjustment.

5.  Fractional Shares.  No fractional Shares will be issued in connection with
any subscription hereunder but, in lieu of such fractional Shares, the Company
shall make a cash payment therefore upon the basis of the fair market value of
the Shares.

6.  Restrictions on Transfer.  The Warrants are restricted from sale, transfer,
assignment or hypothecation by operation of law.  The Warrants have not been
registered under the Act or any applicable state securities laws, and may not
be offered for sale, sold, transferred, pledged or hypothecated without an
effective registration statement under the Act and under any applicable state
securities law, or an opinion of counsel, satisfactory to the Company, that an
exemption from such registration is available.  By accepting this Warrant
Certificate, the Holder acknowledges his or her understanding that because the
Warrants are not registered, the Holder must hold the Warrants indefinitely
unless they are registered under the Act and any applicable state securities
laws or must obtain exemptions from registration.  In addition, by accepting
this Warrant Certificate, the Holder represents and warrants that the Holder is
acquiring the Warrants for his or her own account for investment and not with
the view to distribution, assignment, resale or other transfer of the Warrants.
Except as specifically stated herein, no other person has a direct or indirect
beneficial interest in the Warrants.

                                  Page-157
<PAGE>
7.  Registration Under Securities Act of 1933.

(a)  Piggyback Registration Rights.  The Company agrees that if, at any time
     and from time to time while the Holder holds the Warrants or any
     Registrable Shares, the Board of Directors of the Company shall authorize
     the filing of a registration statement under the Act (other than a
     registration statement on Form S-8, Form S-4 or any other form which does
     not include substantially the same information as would be required in a
     form for the general registration of securities such as the Shares
     purchasable hereunder), in connection with the proposed offer of any of
     its securities by it or any of its shareholders, the Company will (i)
     notify the Holder of the Warrants and/or the Registrable Shares that such
     registration statement will be filed and that the Registrable Shares which
     are then held, and/or may be acquired upon exercise of the Warrants by the
     Holder, will be included in such registration statement at the Holder's
     written request, (ii) cause such registration statement to cover all of
     such Registrable Shares which it has been so requested to include, and
     (iii) take all other action that the Company and its counsel deem
     necessary under any Federal or state law or regulation of any governmental
     authority to permit all such Registrable Shares which it has been so
     requested to include in such registration statement to be sold or
     otherwise disposed of, and will maintain such compliance with each such
     Federal and state law and regulation of any governmental authority for the
     period, not in excess of six months, necessary for the Holder to effect
     the proposed sale or other disposition; provided, however, that the
     Company shall have no obligation under this Section 7 to the extent that,
     with respect to a registration statement filed in connection with a public
     offering or private placement, the managing underwriter of such offering,
     or placement agent for such placement, determines that the Registrable
     Shares requested to be registered under this Section 7, or a portion
     thereof, should be excluded from such registration statement.

(b)  Prospectus Delivery and Qualification in Colorado.  Whenever the Company
     is required pursuant to the provisions of this Section 7 to include in a
     registration statement Registrable Shares held by Holder, the Company
     shall (i) furnish the Holder of any such Registrable Shares with copies of
     the prospectus conforming to the Act in order to facilitate the sale or
     distribution of such Registrable Shares, (ii) use its best efforts to
     register or qualify such Registrable Shares under the blue sky laws (to
     the extent applicable) of the State of Colorado, and (iii) take such other
     actions that the Company and its counsel deem necessary to consummate the
     sale or distribution of such Registrable Shares in the State of Colorado.

(c)  Expenses.  The Company shall pay all expenses incurred in connection with
     any registration statement or other action pursuant to the provisions of
     this Section 7, other than underwriting discounts and commissions,
     compliance with the blue-sky laws of any state other than Colorado,
     applicable transfer taxes, and fees and expenses of counsel to the Holder.

                                  Page-158
<PAGE>
8.  No Rights as Shareholder.  Holder, as holder of the Warrants, shall not be
entitled to vote or receive dividends or be considered a shareholder of the
Company for any purpose, nor shall anything in this Warrant Certificate be
construed to confer on Holder, as such, any rights of a shareholder of the
Company or any right to vote, give or withhold consent to any corporate action,
to receive notice of meetings of shareholders, to receive dividends or
subscription rights or otherwise.

9.  Notices.  All demands, notices, consents and other communications to be
given hereunder shall be in writing and shall be deemed duly given when
delivered personally or five days after being mailed by first class mail,
postage prepaid, properly addressed, if to the Company at Ramtron International
Corporation, 1850 Ramtron Drive, Colorado Springs Colorado 80921, or if to
Holder at the last address appearing on the records of the Company.  The
Company and Holder may change such address at any time or times by notice
hereunder to the other.

10.  Amendments; Waivers, Terminations, Governing Law; Headings.  The Warrants
and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.  The Warrants shall be
governed by and construed and interpreted in accordance with the laws of the
State of Delaware. The headings in this Warrant Certificate are for convenience
of reference only and are not part of the Warrants.

Dated as of January 18, 2000.

RAMTRON INTERNATIONAL CORPORATION


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

Attest:

/S/ Kathy Bouard
-------------------------

RECEIPT ACKNOWLEDGED BY HOLDER:

/S/ L. David Sikes
-------------------------
L. David Sikes
Address:  69 Marland Place
          Colorado Springs, Colorado 80906

                                  Page-159
<PAGE>
                                    EXHIBIT A

RAMTRON INTERNATIONAL CORPORATION
1850 Ramtron Drive
Colorado Springs, Colorado 80921

Subscription Agreement for the Exercise of Warrants
(To be completed and signed only upon exercise of the Warrants)

The undersigned, the holder and registered owner of the attached Warrants,
hereby irrevocably and unconditionally elects to exercise such Warrants and
subscribes for the purchase of ---------* shares of Ramtron International
Corporation (the "Company") common stock (the "Common Stock") pursuant to and
in accordance with the terms and conditions of the Warrant Certificate attached
hereto, and

(1)  elects to effect a cash exercise and herewith tenders a check in the
amount of $-----------, or

(2)  by initialing the space that follows ----------, elects to effect a
Cashless Exercise and herewith tenders the requisite number of Warrants
pursuant to the Cashless Exercise provisions of the Warrants in Section
2(b)(ii) of the attached Warrant Certificate in exchange for the Common Stock
which should be delivered to the undersigned at the address stated below, and,
if said number of shares of Common Stock shall not be all of the Common Stock
purchasable hereunder, a new Warrant of like tenor for the balance of the
remaining Common Stock purchasable hereunder should be delivered to the
undersigned at the address stated below.

The undersigned agrees that:

(1)  the undersigned will not offer, sell, transfer or otherwise dispose of any
of the Common Stock unless either (a) a registration statement, or post-
effective amendment thereto, covering the Common Stock has been filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), such sale, transfer or other disposition is accompanied by
a prospectus meeting the requirements of Section 10 of the Act forming a part
of such registration statement, or post-effective amendment thereto, which is
in effect under the Act covering the Common Stock to be so sold, transferred or
otherwise disposed of, and all applicable state securities laws have been
complied with, or (b) the undersigned has delivered to the Company a written
opinion of counsel, addressed to the Company, which opinion is reasonably
acceptable to the Company and its counsel, that such proposed offer, sale,
transfer or other disposition of the Common Stock is exempt from the provisions
of Section 5 of the Act in view of the circumstances of such proposed offer,
sale, transfer or other disposition;

(2)  the Company may notify the transfer agent for Common Stock that the
certificates for the Common Stock acquired by the undersigned are not to be
transferred unless the transfer agent receives advice from the Company that one
or both of the conditions referred to in (1)(a) and (1)(b) above have been
satisfied; and

                                  Page-160
<PAGE>
(3)  the Company may affix the following legend to the certificates for the
Common Stock hereby subscribed for, if such legend is applicable:

THIS SECURITY HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE
AND MAY NOT BE OFFERED AND SOLD UNLESS REGISTERED AND/OR QUALIFIED PURSUANT TO
THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.  THEREFORE, NO
SALE OR TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER
SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY EFFECT TO ANY
SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY REGISTERED
UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPROPRIATE STATE OR BLUE SKY
LAWS, OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR APPROVAL IS NOT
REQUIRED.


Dated: ---------------           Signed:  ----------------------------
                                 Name:  L. David Sikes

                                 Address:  ---------------------------
                                           ---------------------------

                                  Page-161
<PAGE>