WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT

This WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT is entered into and
made effective as of June 22, 2000 (the "Effective Date"), by and between
DAVID J. BECKMAN, not individually but solely in his capacity as Liquidating
Trustee of the NTC Liquidating Trust (collectively, the "Trustee" or the
"Trust"), and RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the
"Company").

                                R E C I T A L S:

A.  The Trust is the holder of a common stock purchase warrant evidenced by a
Warrant Certificate issued by the Company on August 31, 1995 (the "Warrant"),
as amended by the Warrant Amendment Agreement dated as of December 20, 1999,
between the Company and the Trustee (the "Warrant Amendment Agreement"), to
purchase 372,243 shares of the Common Stock of the Company at an exercise price
per share of $5.00.

B.  Section 10(c) of the Warrant provides that the Company (erroneously therein
termed the "Borrower") will register the resale of the shares issued upon
exercise of the Warrant, and the Trust and the Company wish to amend that
provision of the Warrant and agree that if the Trust agrees as herein provided
to exercise the Warrant, the Company will in advance of such exercise register
under the Securities Act of 1933, as amended (the "Act"), the Trust's resale of
the shares of Common Stock to be received upon exercise of the Warrant (the
"Registrable Securities").

C.  The Company is willing to begin promptly after the exercise of this
Agreement the process of registering the Trust's resale of the Registrable
Securities, provided that the Trust agrees to exercise the Warrant in full upon
the registration becoming effective on the terms and subject to the conditions
herein set forth.

NOW, THEREFORE, in consideration of the Recitals, covenants, warranties and
agreements set forth herein, and for valuable consideration received, the
Company and the Trust hereby agree as follows:

1.  Registration.  The Company agrees to prepare and file with the Securities
and Exchange Commission (the "SEC"), as expeditiously as reasonably possible
following the Trust's execution and delivery to the Company of this Agreement,
a registration statement on SEC Form S-3 (the "Registration Statement")
covering the Trust's resale of the Registrable Securities under Rule 415 and,
to the extent applicable, Rule 416 promulgated under the Act, and to use the
Company's best efforts to cause such registration to become effective.  The
Trust acknowledges that the Company may include in the Registration Statement
registration of the resale of shares of the Company's Common Stock by other

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selling shareholders having registration rights.  The Company undertakes,
during any period of effectiveness of such registration statement, to notify
the Trust of the happening of any event as a result of which the prospectus
included in the Registration Statement, as then in effect, includes an untrue
statement of material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.  In connection with such registration
the Company will furnish to the Trust such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as the Trust may reasonably request, in order to
facilitate the Trust's resale of the Registrable Securities.  The Trust agrees
that the Company may suspend the effectiveness of any registration effected
pursuant to this Agreement in the event, and for such period of time as, such a
suspension is required by the rules and regulation of the SEC and may suspend
use of the prospectus included in the Registration Statement if such prospectus
ceases at any time to meet the requirements of Section 10 of the Act.  The
Company will immediately advise the Trust of any such suspension, and will use
its best efforts to cause such suspension to terminate at the earliest feasible
date.  The Trust agrees that following receipt of any such notice and until
such suspension is terminated and the Company notifies the Trust that the
prospectus included in the Registration Statement meets the requirements of
Section 10 of the Act, the Trust will not make use of the suspended prospectus
and will make no sales of Registrable Securities requiring delivery of such
prospectus.  The Trust shall furnish to the Company in connection with any
registration pursuant to this Agreement such information regarding the Trust,
the Trustee, the Trust's beneficiaries, the Registrable Securities and other
securities of the Company held by the Trust, and the Trust's intended method of
disposition of such securities, as shall be required to effect the registration
of the Registrable Securities in accordance with the Act.  To facilitate the
Trust's initial furnishing of such information, the Trustee shall concurrently
with its execution of this Agreement complete, sign and return to the Company a
Questionnaire in the form and with the content of Exhibit 1 to this Agreement
and the Company's obligation to proceed with registration of the Registrable
Securities is conditioned on receipt of the Trust's completed and signed
Questionnaire.

2.  Exercise of Warrant.  Upon any registration statement filed pursuant to
Section 1 hereof becoming effective, if the closing sale price of the Company's
Common Stock for each of the five trading days immediately preceding the
effective date of the registration statement is at least $15 per share, the
Trust shall within two business days immediately following the effective date
of the registration statement exercise the Warrant for all shares issuable
thereunder.  If their closing sale price condition is not met upon such
effective date, the Trust shall nonetheless exercise the Warrant for all shares
issuable thereunder within two business days immediately following the next-
subsequent five consecutive trading day period upon each trading day of which
the closing sale prices of the Company's Common Stock is at least $15 per
share.

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3.  Expenses.  In connection with the Company's registration of the Trust's
resales of the Registrable Securities pursuant to this Agreement, all fees,
costs and expenses of and incidental to such registration, including SEC filing
fees, shall be borne by the Company, provided, however, that the Trust shall
bear all underwriting discounts and commissions with respect to the Registrable
Securities, if any, and all fees and disbursements of counsel and accountants
for the Trust.  The Trust and the Company shall each pay their respective costs
and expenses incurred in connection with the execution of this Agreement.

4.  Delivery of Shares and Prospectus.  Not later than the second business day
after the Trust exercises the Warrant and pays the exercise price for the
shares issuable upon such exercise, the Company shall deliver to the Trust the
share certificates representing those shares and such reasonable number of
copies of the prospectus included in the Registration Statement and required to
be delivered to purchasers of such shares as the Trust may request.

5.  Assignment.  The Trust shall be entitled to assign its rights and
obligations under this Agreement to any third party to whom the Trust may
transfer the Warrant prior to, but not after, the effectiveness of the
registration of the Registrable Securities, provided, however, that if such
assignment and transfer causes the Company's registration of the Registrable
Securities to be more burdensome or costly, the Company's obligation herein to
proceed with the registration of the Registrable Securities shall be suspended
unless and until the Trust or the assignee agrees to pay or reimburse the
Company for all increased costs and expenses resulting from such assignment and
transfer.

6.  Miscellaneous:

    (a)  Successors and Assigns.  The terms and conditions of this Agreement
         will inure to the benefit of and be binding upon the respective
         successors and assigns of the parties.

    (b)  Governing Law.  This Agreement shall be governed by and construed
         under the internal laws of the State of Colorado, without reference to
         principles of conflict of laws or choice of laws, except if and to the
         extent that the laws of the United States shall be mandatorily
         applicable.

    (c)  Consent to Jurisdiction.  The Company and the Trust (i) hereby
         irrevocably submit to the exclusive jurisdiction of the United States
         District Court for the District of Colorado and the state courts for
         the State of Colorado and (ii) hereby waive, and agree not to assert
         in any such suit, action or proceeding, any claim that it is not
         personally subject to the jurisdiction of such court, that the suit,
         action or proceeding is brought in an inconvenient forum or that the
         venue of the suit, action or proceeding is improper.  The Company and
         the Trust consent to process being served in any such suit, action or
         proceeding by mailing a copy thereof to such party at the address in
         effect for notices to it under this Agreement and agree that such
         service shall constitute good and sufficient service of process and
         notice thereof.  Nothing in this paragraph shall affect or limit any
         right to serve process in any other manner permitted by law.

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    (d)  Counterparts.  This Agreement may be executed in two or more
         counterparts, each of which will be deemed an original, but all of
         which together, whether bearing original or facsimile signatures, will
         constitute one and the same instrument.

    (e)  Headings.  The headings and captions used in this Agreement are used
         for convenience only and are not to be considered in construing or
         interpreting this Agreement. All references in this Agreement to
         sections, paragraphs, exhibits and schedules will, unless otherwise
         provided, refer to sections and paragraphs hereof and exhibits
         attached hereto, all of which exhibits are incorporated herein by this
         reference.

    (f)  Notices.  Any notice required or permitted under this Agreement shall
         be given in writing, shall be effective when received, and shall in
         any event be deemed received and effectively given upon personal
         delivery to the party to be notified, or three (3) business days after
         deposit with the United States Post Office, by registered or certified
         mail, postage prepaid, or one (1) business day after deposit with a
         nationally recognized courier service such as Federal Express for next
         business day delivery under circumstances in which such service
         guarantees next business day delivery, or one (1) business day after
         facsimile with copy delivered by registered or certified mail, in any
         case, postage prepaid and addressed to the party to be notified at the
         address indicated for such party on the signature page hereof or at
         such other address as the Trust or the Company may designate by giving
         at least ten (10) days advance written notice pursuant to this
         Section 6(f).

    (g)  Amendments and Waivers.  The provisions of this Agreement may not be
         amended without the express written consent of the Company and the
         Trust, which may be withheld in the sole and absolute discretion of
         such parties.  Any amendment or waiver effected in accordance with
         this Section 6(g) will be binding upon the Company, the Trust and
         their respective successors and assigns.

    (h)  Severability.  If any provision of this Agreement is held to be
         unenforceable under applicable law, such provision will be excluded
         from this Agreement and the balance of the Agreement will be
         interpreted as if such provision were so excluded and will be
         enforceable in accordance with its terms.

    (i)  Entire Agreement.  This Agreement constitutes the entire agreement and
         understanding of the parties with respect to the subject matter hereof
         and supersedes any and all prior negotiations, correspondence,
         agreements, understandings duties or obligations between the parties
         with respect to the subject matter hereof.

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    (j)  Further Assurances.  From and after the date of this Agreement upon
         the request of the Company or the Trust, the Company and the Trust
         will execute and deliver such instruments, documents or other
         writings, and take such other actions, as may be reasonably necessary
         or desirable to confirm and carry out and to effectuate fully the
         intent and purposes of this Agreement.

    (k)  No Public Announcement.  The execution of this Agreement shall not be
         publicly announced or otherwise in any way informed to the public or
         trade, unless the Trust and the Company shall so agree.  Neither the
         Trust nor the Company shall make any announcement or disclosure of
         this Agreement without the prior written approval of the other, which
         approval will not be unreasonably withheld or delayed, except such
         announcements and disclosures as are legally required.  Nevertheless,
         any legally required announcement may be made with prior written
         notice to the other party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.

RAMTRON INTERNATIONAL CORPORATION


By:  /S/ L. David Sikes
   --------------------
L. David Sikes
Chairman and Chief Executive Officer

Address:  1850 Ramtron Drive
          Colorado Springs, CO  80921

NTC LIQUIDATING TRUST


By:  /S/ David J. Beckman
   ----------------------
David J. Beckman, Not individually, but solely as
Trustee

Address:  c/o PriceWaterhouseCoopers
          200 E. Randolph Drive, Suite 7600
          Chicago, IL 60601

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