WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT

This WARRANT EXERCISE AND REGISTRATION RIGHTS AGREEMENT is entered into and
made effective as of June 28, 2000 (the "Effective Date"), by and between JEB
PARTNERS, L.P., a Delaware limited partnership ("JEB Partners"), and RAMTRON
INTERNATIONAL CORPORATION, a Delaware corporation (the "Company").

                                 R E C I T A L S:

A.  JEB Partners is the holder of a common stock purchase warrant evidenced by
a Warrant Certificate issued by the Company to JEB Partners to purchase 124,000
shares of the Common Stock of the Company at an exercise price per share of
$5.00.

B.  The Warrant provides that the Company will register the resale of the
shares issued upon exercise of the Warrant, and JEB Partners and the Company
wish to amend the Warrant and to agree that if JEB Partners agrees as herein
provided to exercise the Warrant, the Company will register under the
Securities Act of 1933, as amended (the "Act"), JEB Partners' 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 JEB Partners' resale of the Registrable
Securities, provided that JEB Partners 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 JEB Partners 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 JEB Partners' execution and delivery to the Company of this
Agreement, a registration statement on SEC Form S-3 (the "Registration
Statement") covering JEB Partners' 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.  JEB Partners acknowledges that the Company may include in the
Registration Statement registration of the resale of shares of the Company's
Common Stock by other selling shareholders having registration rights.  The
Company undertakes, during any period of effectiveness of such registration
statement, to notify JEB Partners of the happening of any event as a result of
which the prospectus included in the Registration Statement, as then in effect,

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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 JEB Partners such numbers of
copies of a prospectus, including a preliminary prospectus, in conformity with
the requirements of the Act, and such other documents as JEB Partners may
reasonably request, in order to facilitate JEB Partners' resale of the
Registrable Securities.  JEB Partners 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 JEB
Partners of any such suspension, and will use its best efforts to cause such
suspension to terminate at the earliest feasible date.  JEB Partners agrees
that following receipt of any such notice and until such suspension is
terminated and the Company notifies JEB Partners that the prospectus included
in the Registration Statement meets the requirements of Section 10 of the Act,
JEB Partners will not make use of the suspended prospectus and will make no
sales of Registrable Securities requiring delivery of such prospectus.  JEB
Partners shall furnish to the Company in connection with any registration
pursuant to this Agreement such information regarding JEB Partners, the
Registrable Securities and other securities of the Company held by JEB
Partners, and JEB Partners' 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 JEB Partners' initial furnishing of
such information, JEB Partners 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 JEB Partners' 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 $21 per share, JEB
Partners 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, JEB Partners 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 $21 per
share.

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3.  Expenses.  In connection with the Company's registration of JEB Partners'
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 JEB Partners 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 JEB Partners.  JEB Partners 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 JEB Partners exercises the Warrant and pays the exercise price for the
shares issuable upon such exercise, the Company shall deliver to JEB Partners
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 JEB Partners may request.

5.  Assignment.  JEB Partners shall be entitled to assign its rights and
obligations under this Agreement to any third party to whom JEB Partners 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 JEB Partners 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 JEB Partners (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 JEB Partners
     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 JEB
     Partners 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 JEB
     Partners, 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, JEB Partners 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.

(j)  Further Assurances.  From and after the date of this Agreement upon the
     request of the Company or JEB Partners, the Company and JEB Partners 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.

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(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 JEB Partners and the Company shall so agree.  Neither JEB
     Partners 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

JEB PARTNERS, L.P.


By:  /S/ James E. Besser
   -----------------------
James E. Besser
Partner

Address:  2 International Place, 24th Floor
          Boston, MA  02110

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