<PAGE>
                                                                  Exhibit 10.27


               CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED
        AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT
              HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


                                    AGREEMENT

         THIS Agreement is entered into as of the Effective Date, between
National Semiconductor Corporation. with a principal place of business located
1090 Kifer Road, Sunnyvale, California ("NATIONAL"), and Silicon Storage
Technology, Inc. located at 1171 Sonora Court, Sunnyvale, California, U.S.A.
("SST"). NATIONAL and/or SST may hereinafter be referred to as a "party" or the
"parties" as the case may require.

         WHEREAS, SST has designed and developed the SST Technology; and

         WHEREAS, SST is the owner of the SST Intellectual Property Rights; and

         WHEREAS, NATIONAL desires to obtain from SST a license to use, make,
sell, and distribute products containing or using SST Technology; and

         WHEREAS, SST agrees to grant to NATIONAL such a license in accordance
with the terms and conditions set forth in this Agreement: and

         WHEREAS, SST desires to obtain foundry capacity for SST Products and
NATIONAL desires to perform foundry services for SST.

         NOW THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations hereinafter set forth, the
parties intending to be legally bound hereby, do agree as follows:

ARTICLE I - DEFINITIONS

1.   "SST Technology" shall mean SST's flash memory technology having geometry
     features no smaller than 0.25um, including Flash Cell design and process,
     with a minimum flash memory cell size of [ * ] , memory array architecture,
     process design rules, testing example, circuit design examples and physical
     layout. SST Technology shall not include designs relating to Subsystems or
     Embedded Memory.

2.   "Subsystem" shall mean a group of interconnected integrated circuit chips
     forming a subsystem that performs well-defined transfer functions with
     respect to interface signals (i.e. inputs and outputs) within a system.

3.   "Embedded Memory" shall mean an ASIC or microcontroller type product that
     includes a nonvolatile electrically programmable memory cell, or an array
     of non-volatile electrically programmable memory cells, each capable of a
     single bit of storage per cell, designed or manufactured using SST
     Technology and embedded within other circuitry, other than circuitry whose
     function is required for the operation of the memory cell or array, such as
     row decoder, sense amplifier, charge pump or input/output buffers.

4.   "Licensed Product" shall mean an Embedded Memory product, which was
     designed by or for NATIONAL or according to NATIONAL's customer's
     specification's, and which incorporates substantial elements of the SST
     Technology. For the avoidance of doubt, Licensed Products shall not
     include:

     I)   memory only products, i.e. the sole purpose or function of which is
          for the storage and retrieval of data or information and used as
          standalone memory products,


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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     II)  stand alone COMBO memory, i.e. flash memory combined with SRAM, DRAM,
          EEPROM or ROM,

     III) single chip mass storage products which consist substantially of flash
          memory with logic interface,

     IV)  an embedded flash product in which the Flash Area relative to the
          Licensed Product area [    *    ], provided however, if requested by
          NATIONAL, SST shall consider a higher percentage on a case by case
          basis; or

     V)   any product using SST Technology, having a non-volatile cell storing
more than one bit per cell. A Licensed Product shall be an Embedded Memory
product made by NATIONAL which may use [     *     ] with the exceptions noted
hereinabove. National may only present SST Technology to NATIONAL customers in
the form of the Licensed Product's specifications. GDSII layout data base tapes,
circuit designs, schematics and related data of SST Technology shall not be
disclosed by National to Licensed Product customers.

5.   "SST Product" shall mean: a standalone memory, COMBO memory,
     microcontroller with embedded flash, single chip mass storage product, or a
     logic product with embedded SST Technology designed by or for SST, which
     incorporates SST Technology, or a Licensed Product designed for SST by
     NATIONAL.

6.   "Flash Cell" shall mean a nonvolatile memory cell for storage of a single
     bit based upon the split-gate, source side injection, SuperFlash-R-
     technology used in SST Technology.

7.   "Flash Area" shall mean the total area of the SST Technology portion of a
     Licensed Product. The Flash Area shall include Flash Cell array,
     addressing, decoding, sensing, charge pump, and all related circuits
     required for the operation of the Flash Cell.

8.   "SST Intellectual Property Rights" shall mean [     *     ].









9.   "Wafer Price" shall mean the foundry price of SST Products per wafer, or in
     the case of die pricing shall be based on the number of yielding SST
     Product dice multiplied by the price of each die.

10.  "Proprietary Information" shall mean any information controlled by a party
     hereto identified as proprietary and/or confidential and disclosed to the
     other party according to this Agreement. Written Proprietary Information
     shall be clearly marked "CONFIDENTIAL" or "PROPRIETARY". Oral


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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     disclosures of Proprietary Information shall be identified as Proprietary
     Information at the time of oral disclosure and confirmed in writing, or
     email, by the disclosing party as such within thirty (30) days of the oral
     disclosure. In case of disagreement, the receiving party must make a
     written objection thereto within thirty (30) days after receipt of the
     information. Proprietary Information shall not include information that:

         I)   is now in or subsequently enters the public domain or otherwise
              becomes available to the public other than by breach of this
              Agreement by the receiving party;

        II)  was rightfully in the receiving party's possession prior to receipt
             from the disclosing party, with the receiving party having the
             burden of proof;

       III)  is rightfully received by the receiving party from a third party;
             or

        IV)  is independently developed by the receiving party without use of
             any proprietary information or trade secrets of the disclosing
             party, with the receiving party having the burden of proof.

11.  "Effective Date" shall mean either the date when this Agreement is signed
     by both parties, or the date when NATIONAL and SST receive all necessary
     approvals for this Agreement from their respective governments, whichever
     is later.

12.  "Subsidiary(ies)" shall mean any corporation, company or other entity
     controlled by, controlling, or under common control with, either party
     hereto. As used herein, the term "control" means ownership or control,
     direct or indirect, now or hereafter during the term of this Agreement, of
     more than fifty percent (50%) of the outstanding shares of interest
     entitled to vote for the election of directors (other than any shares or
     stock whose voting rights are subject to restriction) of such corporation,
     company or other entity. Any corporation, company or other entity which
     would at any time be a Subsidiary of SST or NATIONAL, as the case may be,
     by reason of the foregoing shall be considered a Subsidiary for the purpose
     of this Agreement only so long as such control exists.

13.  "NATIONAL Subcontractors" are work-for-hire design service providers who
     are contracted with NATIONAL to design for NATIONAL Licensed Products and
     who are bound by a non-disclosure agreement with NATIONAL to keep SST
     Technology and SST Intellectual Property Rights confidential to at least
     the same standard of confidence SST and NATIONAL have agreed to in this
     Agreement. In the event NATIONAL does not enforce the non-disclosure
     provisions of this Agreement to SST's reasonable satisfaction, such rights
     to enforce the confidentiality provisions of such non-disclosure agreements
     are assigned to SST.

14.  "NATIONAL Improvements" shall mean improvements made by NATIONAL to the
     Flash Cell and improvements to circuits related to such SST Technology. A
     circuit shall be deemed related to such SST Technology if such circuit is
     specific to such Flash Cell and would not function properly if such Flash
     Cell were replaced with another memory cell not utilizing the SST
     Technology. Improvements shall also include incremental improvements to the
     Flash Cell or circuit designs included within the SST Technology and
     provided in the deliverables or any SST confidential documents passed on to



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<PAGE>

     NATIONAL during the term of this Agreement. An improvement shall be deemed
     incremental if it is based on the same underlying operating principle with
     modification. If SST and NATIONAL disagree as whether an improvement made
     by NATIONAL is a NATIONAL Improvement, the parties will in good faith
     negotiate with each other to reach agreement as to the status of such
     improvement.

15.  "SST Improvements" shall mean improvements made by SST to the Flash Cell
     and improvements to circuits related to such SST Technology. A circuit
     shall be deemed related to such SST Technology if such circuit is specific
     to such Flash Cell and would not function properly if such Flash Cell were
     replaced with another memory cell not utilizing the SST Technology. An
     improvement shall be deemed incremental if it is based on the same
     underlying operating principle with modification. If SST and NATIONAL
     disagree as whether an improvement made by SST is a SST Improvement, the
     parties will in good faith negotiate with each other to reach agreement as
     to the status of such improvement.

16.  "Joint Invention" shall mean any idea, design, concept, technique,
     discovery, or improvement, whether or not patentable, made jointly by one
     or more employees of NATIONAL with one or more employees of SST, during the
     term or renewed term of this Agreement and in the performance hereunder,
     provided that either the conception or actual reduction to practice occurs
     during the term or renewed term of this Agreement and in the performance
     hereunder.

17.  "Sole Invention" shall mean any idea, design, concept, technique,
     discovery, or improvement, whether or not patentable, made by one or more
     employees of NATIONAL, or made by one or more employees of SST, without
     contribution from the other, during the term of this Agreement in the
     performance hereunder, provided that either the conception or actual
     reduction to practice occurs during the term of this Agreement and in the
     performance hereunder.

18.  "Qualified" and "Qualification" shall mean NATIONAL produced SST Products
     that meet a mutually agreed upon criteria, which shall include acceptable
     yield, reliability, and other test performances. NATIONAL shall conduct
     such tests and notify SST of such milestone.

ARTICLE II - GRANT

19.  Subject to the terms and conditions of this Agreement, , SST grants
     NATIONAL and NATIONAL's Subsidiaries under SST Intellectual Property
     Rights, a world wide, non-exclusive, personal, non-transferable, royalty
     bearing license and right (without the right to sublicense): to design (for
     itself or for its customers), and have designed by NATIONAL Subcontractors,
     Licensed Products, to manufacture at NATIONAL owned wafer manufacturing
     plants such Licensed Products, and to sell the manufactured Licensed
     Products. Use of the license granted herein, shall not constitute a right
     to sublicense the technology to any third party for manufacturing Licensed
     Products or any other products using SST Technology. Notwithstanding the
     foregoing, NATIONAL shall have the right to have Licensed Products made at
     TSMC (Taiwan Semiconductor Manufacturing Corporation) foundry plants so
     long as TSMC is licensed under SST Technology. Use of the license granted
     herein, shall not constitute a right



                                   -4 of 18-
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     to incorporate SST's original product designs, design data bases or
     substantially similar circuit designs into Licensed Products without prior
     written consent from SST.

20.  In consideration of the license set forth in Paragraph 19, NATIONAL shall
     pay royalties to SST as described in Article III. In further consideration
     of the licenses granted herein, NATIONAL agrees to provide foundry services
     to SST as set forth in Article III.

21.  [      *      ]

22.  [      *      ]




23.  The SST Technology covered in the Agreement is restricted to a 0.25um
     generation . The term of this Agreement is perpetual unless otherwise
     terminated by the provisions of Article VI, and so long as the
     commercialization targets for Licensed Products are met by NATIONAL, which
     targets are based on a reasonable number of wafers produced by NATIONAL for
     Licensed Products.

24.  Subject to the terms and conditions of this Agreement, SST grants NATIONAL
     and NATIONAL's Subsidiaries under SST Improvements, a world wide,
     non-exclusive, personal, non-transferable license and right (without the
     right to sublicense): to design (for itself or for its customers), and have
     designed by NATIONAL Subcontractors, Licensed Products, to manufacture at
     NATIONAL owned wafer manufacturing plants such designed Licensed Products,
     and to sell the manufactured Licensed Products without additional royalty.

25.  In consideration of SST's grants of the licenses set forth in Paragraphs 19
     and 24, NATIONAL grants to SST and its Subsidiaries under NATIONAL
     Improvements, a world wide, non-exclusive, free, perpetual and
     non-terminable (except for termination based upon breach of this Agreement
     by SST) and unrestricted license with the right to sublicense such NATIONAL
     Improvements.

26.  Both parties agree that the objective of establishing SST Technology for
     0.25um geometry is to yield similar design rules and device specifications
     allowing SST to keep the same design (GDSII data base) for SST Products and
     to allow such products to be manufactured at both NATIONAL and at SST's
     other foundry, TSMC. If any incompatibility should develop in National's
     manufacturing process that causes SST's original working design to require
     modifications, NATIONAL and SST shall use commercially reasonable efforts,
     at no additional cost to SST, to make necessary process changes so that the
     same design manufacturable at TSMC can be manufactured at NATIONAL's South
     Portland facility. In the event such modifications cannot be done to the
     parties' mutual satisfaction, either party may terminate


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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     this Agreement upon thirty (30) days' prior written notice to the other
     party, without liability to the other party.

27.  SST shall provide NATIONAL with the deliverables (the "Deliverables") and
     technical assistance specified in Exhibit "A".

28.  NATIONAL agrees that so long as this Agreement is in effect, the SST
     Technology shall be the sole technology it uses for 0.25um non-volatile
     memory foundry, flash embedded and Licensed Products in NATIONAL
     facilities. In the event NATIONAL develops alternative third party flash
     technology, SST reserves the right to terminate this Agreement. NATIONAL
     shall inform SST of such development no later than beginning such a
     development project.

ARTICLE III - ROYALTY

[      *      ]




























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<PAGE>























[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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<PAGE>

ARTICLE IV - INTELLECTUAL PROPERTY RIGHTS

34.  Title to all intellectual property rights relating to SST Improvements
     under this Agreement shall be owned by SST, and all expenses incurred in
     obtaining and maintaining such rights shall be borne by SST. In case SST
     elects not to seek or maintain legal protection for any such invention or
     improvement in any particular country or territory, upon SST's written
     approval, NATIONAL shall have the right to seek protection at its sole
     expense and for its sole benefit and shall have full control over the
     prosecution and maintenance thereof, provided that NATIONAL shall grant to
     SST a royalty free, non-exclusive, perpetual and non-terminable license to
     use and to sublicense such invention(s) or improvement(s).

35.  Title to all intellectual property rights relating to NATIONAL Improvements
     under this Agreement shall be owned by NATIONAL, and all expenses incurred
     in obtaining and maintaining such rights shall be borne by NATIONAL. In
     case NATIONAL elects not to seek or maintain legal protection for any such
     invention or improvement in any particular country or territory, upon
     NATIONAL's written approval, SST shall have the right to seek protection at
     its sole expense and for its sole benefit and shall have full control over
     the prosecution and maintenance thereof, provided that SST shall grant to
     NATIONAL a royalty free, non-exclusive, perpetual and non-terminable
     license to use and to sublicense such invention(s) or improvement(s).

36.  Each party shall have and retain the sole and exclusive ownership of their
     respective Sole Inventions.

37.  Joint Inventions shall be jointly owned; title to all patents issued
     thereon shall be joint; all expenses incurred in obtaining and maintaining
     such patents, except as provided herein, shall be jointly shared, and each
     party shall have the unrestricted right to license third parties thereunder
     without accounting. In the event that one party elects not to seek patent
     protection for any Joint Invention in any particular country or not to
     share equally in the expense thereof with the other party, the other party
     shall have the right to


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     seek or maintain such protection at its own expense in such a country and
     shall have full control over the prosecution and maintenance thereof even
     though title to any patent issuing therefrom shall be jointly owned.
     Neither party shall be entitled to reimbursement from the other party for
     expenses incurred more than one (1) year from the date the expense was
     incurred.

38.  Each party shall give the other party all reasonable assistance in
     obtaining patent protection and in preparing and prosecuting any patent
     application filed by the other party, and shall cause to be executed
     assignments and all other instruments and documents as the other party may
     consider necessary or appropriate to carry out the intent of this Paragraph
     38.

ARTICLE V - WARRANTY/INDEMNIFICATION

39.  SST warrants and represents that it has the right and authority to convey
     and grant the licenses to National as set forth herein.

40.  SST represents that the SST Technology including the deliverables provided
     hereunder to NATIONAL is, and shall be kept accurate, updated technology
     available to SST.

41.  NATIONAL warrants and represents that it has the right and authority to
     enter into this Agreement and uphold its obligations as set forth herein.

42.  NATIONAL represents that it owns or has proper licenses to all intellectual
     property needed to act as a foundry supplier to SST hereunder.

43.  SST represents that to the best of its knowledge, except as described in
     Exhibit "C" there are no actions for infringement against SST or, to SST's
     knowledge, its licensees or their Subsidiaries, with respect to items it or
     any of them makes or sells embodying SST Intellectual Property Rights
     anywhere in the world.

44.  SST agrees to indemnify, hold harmless and defend NATIONAL from and against
     any and all equitable ACTIONS, damages, costs and expenses incurred by
     NATIONAL in connection with a claim that alleges that the Flash Cell
     portion of the SST Technology infringes any intellectual property right of
     a third party , provided SST has been given prompt notification and
     reasonable assistance from NATIONAL (at SST's expense up to the limit set
     forth in Paragraph 47 hereof), and SST has sole control over legal action.
     If it is determined by final adjudication, without further right of appeal
     that the Flash Cell portion of the SST Technology, infringes third party
     intellectual property rights under the laws of the United States or any
     copyright, trade secret right of the United States or any other
     jurisdiction, SST may, at its sole option and expense (up to the limit set
     forth in Paragraph 47 hereof), procure for NATIONAL the right of continued
     use of the SST Technology as provided hereunder, or modify the allegedly
     infringing item such that it is no longer infringing, or replace the
     allegedly infringing item, within sixty (60) days after adjudication.

45.  NATIONAL agrees to indemnify, hold harmless and defend SST from and against
     any and all equitable actions, damages, costs and expenses incurred by SST
     in connection with a claim that alleges the design of a Licensed Product,
     the manufacturing of a Licensed Product, and/or the sale of a Licensed
     Product and the use thereof by a customer of NATIONAL, or the manufacturing
     of an SST Product by


                                   -9 of 18-
<PAGE>

     NATIONAL infringes the intellectual property rights of any third party,
     provided NATIONAL has been given prompt notification and reasonable
     assistance from SST (at NATIONAL's expense up to the limit set forth in
     Paragraph 47 hereof), and NATIONAL has sole control over the legal action.
     This indemnity shall not apply to the extent any claim of infringement
     arises out of the Flash Cell portion of the SST Technology and/or
     NATIONAL's compliance with SST's specifications. If it is determined by
     final adjudication, without further right of appeal that the manufacturing
     of the SST Product by NATIONAL infringes third party intellectual property
     rights under the laws of the United States or any copyright, trade secret
     right of the United States or any other jurisdiction, NATIONAL may, at its
     sole option and expense (up to the limit set forth in Paragraph 46 hereof),
     procure the right to manufacture the SST Product, or modify the allegedly
     infringing manufacturing process or method such that it is no longer
     infringing, or replace the allegedly infringing manufacturing process or
     method, within sixty (60) days after adjudication.

46.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT OR
     CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

47.  In no event shall either party be liable to the other for damages, in the
     aggregate, greater than [     *     ].

ARTICLE VI - TERM AND TERMINATION

48.  This Agreement shall remain in full force and effect unless terminated as
     provided elsewhere herein. Upon termination, all tangible Proprietary
     Information and all documents and things, including all deliverables,
     transferred pursuant to this Agreement shall be returned or destroyed
     according to the instruction of the disclosing party.

49.  This Agreement may be terminated by either party if the other party: (1)
     breaches any material provision of this Agreement and does not cure or
     remedy such breach within thirty (30) days after receipt of the notice of
     breach from the other party; (2) becomes the subject of a voluntary or
     involuntary petition in bankruptcy or any proceeding relating to
     insolvency, receivership, liquidation, or composition for the benefit of
     creditors if such petition or proceeding is not dismissed with prejudice
     within sixty (60) days after filing. Termination of this Agreement shall be
     effective immediately after issuance of a written notice of termination to
     the other party by the non-defaulting party.

50.  Should SST terminate this Agreement in accordance with Paragraph 48
     NATIONAL shall cease and desist all use of the licenses granted herein,
     except for the performance of its obligations to customers, which are
     incurred before termination of this Agreement; provided, however, in the
     event the termination was for non-payment, NATIONAL can satisfy its
     obligation to its customers only after making payments to SST's reasonable
     satisfaction. The obligation and duties of both parties under this
     Agreement for existing products at the time of termination shall survive
     the termination of this Agreement. Should NATIONAL terminate this Agreement
     in accordance with Paragraph 49


[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

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     NATIONAL shall have the right to maintain the rights and licenses provided
     for herein, provided it continues to make the royalty payments provided for
     herein.

51.  Upon the breach by either party to this Agreement of any provision of this
     Agreement, the non-breaching party shall have the right to pursue all
     available remedies at law or in equity.

52.  The termination of the licenses granted under this Agreement, shall not
     release one party from any of its obligations or liabilities here or before
     incurred, or rescind or give any rights to rescind, anything done or any
     payment made or other consideration given theretofore to the other party
     under this Agreement, provided that NATIONAL will have such rights, under
     such licenses, after any such termination or expiration, as are necessary
     for NATIONAL to (a) supply replacement products for any defective Licensed
     Product units sold by NATIONAL on or prior to the date of such termination
     or expiration, and (b) supply Licensed Products under, and pursuant to the
     terms of, commitments of NATIONAL to third parties, for a period of one
     year thereafter, and (c) dispose of inventory of Licensed Products under
     NATIONAL's control as of the date of such termination or expiration. In no
     event shall NATIONAL have the right to commit to supply Licensed Products
     for new product designs. For the purpose of sub-paragraph(c) herein, "new
     product designs" do not include products which have been taped out, masking
     plates have been made, and such proof of existence is provided by NATIONAL
     to SST no later than thirty (30) days after termination of the Licenses.
     NATIONAL will provide SST a statement of inventory at this point in time,
     as well as an estimate of time required to dispose of said inventory.
     NATIONAL shall pay to SST the amount of royalty based upon the inventory.
     NATIONAL will fulfill all royalty obligations for material described in
     (a), (b) and (c). No failure or delay on the part of the non-breaching
     party in exercising its right to terminate for any one or more default
     shall be construed to prejudice its rights of termination for such or for
     any other or subsequent default.

53.  The provisions of Articles IV, V, and VIII and Paragraphs, 50, 52, 58, 66
     of this Agreement shall survive any termination of this Agreement for any
     reason.

54.  All terms and conditions of this Agreement are considered strictly
     confidential and shall not be disclosed by either party, in whole or in
     part, directly or indirectly, unless required by rule of law or agreed to
     in writing by the other party.

ARTICLE VII - MISCELLANEOUS

55.  NATIONAL and SST shall schedule management review meetings twice a year to
     access the progress of the relationship, deal with any unresolved problems,
     and develop strategic plans for continued joint effort. Specific areas of
     discussion are to include 1) process changes and Improvements; 2) Flash
     Cell technology roadmap planning; 3) wafer pricing and capacity planning;
     4) other topics as required and proposed by either party toward the
     continued achievement of the business objectives represented by this
     Agreement.

56.  NATIONAL shall put a label or writing which reads "This product
     incorporates SuperFlash-R- technology licensed from Silicon Storage
     Technology, Inc. (SST)." for all Licensed Products sold by NATIONAL,


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     having font, size and layout solely determined by NATIONAL, but which shall
     be readable with a naked eye of a typical person, at a prominent location
     on the data sheet, product brochure and promotion material of all Licensed
     Products.

57.  Neither party shall be responsible for any failure to perform under this
     Agreement if such failure is caused by unforeseen circumstances or due to
     causes beyond its control, including but not limited to acts of God, riot,
     labor stoppages, acts of civil and military authorities, fire, floods or
     accidents.

58.  This Agreement shall be governed by and construed in accordance with the
     laws of the state of California, without giving effect to its conflicts of
     law provisions. Any litigation arising out of this Agreement shall be
     brought within the state or federal courts located in Santa Clara County,
     California.

59.  NO MODIFICATION, ALTERATION OR AMENDMENT OF THIS AGREEMENT SHALL BE
     EFFECTIVE UNLESS IN WRITING AND DULY SIGNED BY BOTH PARTIES. THE TERMS AND
     CONDITIONS OF THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND
     UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND
     SUPERSEDE ALL PREVIOUS COMMUNICATION, AGREEMENT, UNDERSTANDING, WHETHER
     ORAL OR WRITTEN, BETWEEN THE PARTIES REGARDING THE SAME.

60.  No waiver of any breach or failure by either party to enforce any provision
     of this Agreement shall be deemed a waiver of any other or subsequent
     breach, or a waiver of future enforcement of that or any other provision.

61.  Neither party can assign this Agreement without the prior written consent
     of the other party.

62.  This Agreement shall not be construed as creating a partnership between the
     parties hereto or to create any other form of legal association which would
     impose liability upon one party for the act or failure to act of the other
     party.

63.  No remedy conferred by any of the specific provisions of this Agreement is
     intended to be exclusive of any other remedy, and each and every remedy
     shall be cumulative and shall be in addition to every other remedy given
     hereunder or nor or hereafter existing at law or in equity or by statue or
     otherwise. The election of one or more remedies by either party shall not
     constitute a waiver of the right to pursue other available remedies.

64.  If any clause or provision of this Agreement is declared illegal, invalid
     or unenforceable under present or future laws effective during the term
     hereof, it is the intention of the parties hereto that the remainder of
     this Agreement shall not be affected hereby and shall remain in force and
     effect.

65.  The parties understand and acknowledge that the unauthorized disclosure or
     use of confidential or proprietary information under this Agreement may
     cause the other irreparable harm and damage, which may not be recovered by
     law, and each agrees that the other's remedies for such breach hereof may
     be in equity by way of injunctive relief, as well as for damages and any
     other relief available to the non-breaching party, whether in law or in
     equity.


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66.  Each party agrees to comply with all laws relating to export control with
     regard to all goods and information transferred by one party to the other
     hereunder, including but not limited to the information transferred
     pursuant to Exhibit "A" hereof, and agrees to hold the other party harmless
     and indemnify it from any breach thereof.

67.  Any notice between the parities shall be made, by fax or mail, to the
     corespondent as follows:

to NATIONAL:

                  National Semiconductor Corporation
                  Attn:  General Counsel
                  2900 Semiconductor Drive
                  P.O. Box 58090
                  Mail Stop 16-135
                  Santa Clara, CA  95052-8090
                  Fax:  408733-0293

to SST
                  Director of technology licensing and business development
                  Address  1171 Sonora Court, Sunnyvale, California 94086
                  tel:              (408) 523-7748
                  fax:              (408) 720-0840

ARTICLE VIII - PROPRIETARY INFORMATION

68.  Except as NATIONAL exercises its licenses and rights hereunder, both
     parties agree to maintain Proprietary Information in confidence, not to
     make use thereof other than for the performance of this Agreement, to
     release it only to employees, subcontractors (to include National
     Subcontractors) or NATIONAL customers who have a reasonable need to know
     the same, and not to release or disclose it to any third party, without the
     prior written consent of the disclosing party.

69.  All Proprietary Information and any copies thereof shall remain the
     property of the disclosing party. Upon expiration or termination of this
     Agreement, the receiving party shall return or destroy the original and all
     copies of tangible Proprietary Information at the direction of the
     disclosing party.

70.  The provisions of Article VIII, herein, shall survive any termination of
     this Agreement and continue for a period of five (5) years from the time of
     its initial disclosure.


                                   -13 of 18-
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives as of the date and year
hereinbelow written.
Signed:
National Semiconductor Corporation  CK      Silicon Storage Technology, Inc.

By     /s/ Brian L. Halla                   By     /s/ Bing Yeh
       -----------------------                     --------------------
Title  President & CEO                      Title  President & CEO
       -----------------------                     --------------------
Date  April 11, 2000                        Date   April 11, 2000
      ------------------------                     --------------------


                                   -14 of 18-
<PAGE>

Exhibit "A"
Deliverables:
[     *     ]





[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                   -15 of 18-
<PAGE>


Exhibit "B"
[     *     ]





[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.

                                   -16 of 18-
<PAGE>

Exhibit "C"




                                 [     *     ]




[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.



                                   -17 of 18-
<PAGE>






                                 [     *     ]









[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS.



                                   -18 of 18-