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                                                CONFIDENTIAL TREATMENT REQUESTED



                                                                   Exhibit 10.14


*Portions denoted with an asterisk have
been omitted and filed separately with
the Securities and Exchange Commission
pursuant to a request for confidential
treatment.


                                  XICOR - SANYO
                  SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT



This Agreement is made and entered into this 1st day of May 1999 by and between
Xicor, Inc., a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Sanyo Corporation, a corporation
established and existing under the laws of Japan and having its principal office
at 5-2, 2chome, Keighan-Hendori, Moriguchi, Osaka, Japan (hereinafter called
"Sanyo").

WHEREAS XICOR, designs and markets integrated circuit products, and desires to
obtain an additional manufacturing source for certain of its products, and

WHEREAS SANYO, manufactures integrated circuits designed and marketed by other
parties and possesses wafer fabrication facilities suitable for manufacturing
the Xicor products, and

WHEREAS XICOR, desires to entrust Sanyo with the manufacture of certain
integrated circuit products; and

WHEREAS SANYO, desires to manufacture and supply these products to Xicor and is
willing to undertake to manufacture such products with technical assistance and
cooperation from Xicor, and to deliver such Product to Xicor.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
herein contained, the parties hereto agree as follows:


1.0     DEFINITIONS:

        1.1 "Wafer[s]" shall mean 150 mm epitaxial silicon wafers carrying dice
        designed by Xicor and built by Sanyo according to Xicor's C5 (1.2um
        process) or C7 (0.6um process) process flows, or a generally similar
        process flow, through pad mask and parametric test that meet the
        Specifications as per Appendix C.

        1.2 "Device[s]" shall mean individual die of Xicor designed integrated
        circuits in Wafer form.

        1.3 "Specifications" shall mean the parametric, electrical, reliability,
        quality, yield and endurance specifications for each Wafer and Device
        type as set forth in Appendix C.

        1.4 "Good Device[s]" shall mean individual Devices that meet the
        Specifications.


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                                                CONFIDENTIAL TREATMENT REQUESTED


        1.5 "Sanyo Process" shall mean the Sanyo process, and/or such other
        processes or successor processes, qualified by Xicor in accordance with
        Appendix D, or as modified and approved thereafter in accordance with
        Paragraph 3.9 of this Agreement, that produce Wafers and Devices that
        meet the Specifications.

        1.6 "Design[s]" shall mean all Xicor integrated circuit designs for
        systems, circuits and pattern layouts concerning the Wafers and Devices
        contained thereon.

        1.7 "Proprietary Information" shall mean (i) this Agreement, including
        all appendixes, exhibits, attachments and any technical specifications,
        prices, schedules, specifications and the like negotiated in
        implementation of this Agreement, and (ii) any information including,
        but not limited to, technical information, database tapes,
        specifications, test tapes, masks and supporting documentation provided
        either orally, in writing or in machine readable format and masks or
        reticles generated by or for Sanyo using Xicor's database tapes,
        provided that all such information is marked "Confidential" or
        similarly, or, if oral, identified as proprietary within 30 days
        following the time of disclosure. Notwithstanding the foregoing,
        Proprietary Information does not include information generally available
        to the public, information independently developed or known by the
        receiving Party without reference to information disclosed hereunder,
        provided that the receiving Party can demonstrate such independent
        development or knowledge by substantial documentation, information
        rightfully received from a third party without confidentiality
        obligations, information authorized in writing for release by the
        disclosing Party hereunder, or information required to be disclosed
        pursuant to law or governmental regulation provided that the disclosing
        Party gives reasonable notice to the other party prior to any such
        disclosure.

        1.8 "Yield" shall mean the number of good Devices to the total Devices
        on a particular Wafer.

        1.9 "Substrates" shall mean 150 mm silicon epitaxial substrates as per
        the specification in Appendix C.

        1.10 "Effective Date" shall mean the date of Japanese governmental
        approval of this Agreement pursuant to Japanese laws and regulation in
        effect on the date this Agreement is executed. If such approval is not
        obtained within 30 days following execution, Xicor shall have the right
        to terminate this Agreement by notice to Sanyo. Sanyo will make all
        filings necessary for such approval within ten (10) business days
        following execution of this Agreement.

        1.11 "Forecast" shall mean a six (6) month rolling forecast of Xicor's
        delivery requirements for Wafers and/or Devices by Device type.

        1.12 "Order[s]" shall mean Xicor purchase orders or purchase order
        releases for specific Wafer and/or Device types, quantities and delivery
        dates.




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                                                CONFIDENTIAL TREATMENT REQUESTED


        1.13 "Risk Starts" shall mean any Wafers and/or Devices ordered by Xicor
        prior to full and complete qualification of Sanyo's process per Appendix
        D.

        1.14 "Process Change" shall mean any change in process chemicals, gases,
        chemical or physical structures or impurities embedded in the silicon or
        in layers above silicon, cross-sections, surface properties, physical or
        chemical environment which the wafer encounter during processing or
        storage, photolithographic and electrically charged processes and any
        other change which could impact the yield, quality, reliability,
        performance, physical structure and /or appearance of Wafers and/or
        Devices.

2.0     PRODUCTION:

        2.1 Sanyo agrees to manufacture and supply to Xicor Wafers and/or
        Devices as described in this Agreement and Xicor agrees to purchase from
        Sanyo, the Wafers and/or Devices under the terms and conditions set
        forth herein.

        2.2 Sanyo hereby assumes responsibility for the manufacture of Wafers
        and/or Devices based on the Designs, and manufactured to the
        Specifications, utilizing the Sanyo Process. Sanyo will produce Wafers
        and/or Devices to fill Xicor's orders, as further outlined below.

        2.3    Orders shall be provided by Xicor to Sanyo as follows:

               2.3.1 Within thirty (30) days of successful qualification of the
               Sanyo Process, Wafers and Devices produced therein, and
               specifically conditioned upon successful agreement by the parties
               to Lead-Times, Pricing, Specifications, and Monitoring Criteria
               contained in Appendixes A, B, C and D respectively, Xicor shall
               provide Orders to Sanyo for Wafers and/or Devices. Orders placed
               by Xicor will be open purchase orders or releases for fixed
               quantities of Wafers and/or Devices based upon the Xicor
               forecast. Sanyo shall use its best efforts to fulfill said Orders
               within the lead times outlined in Appendix A.

               2.3.2 On the twentieth (20th) day of each month Xicor will
               provide Sanyo a Forecast. The first two months of the Forecast
               shall be firm and supported by released Orders. All subsequent
               months shall be for planning purposes only and in no way
               represent a firm commitment to purchase Wafers and/or Devices by
               Xicor.

        2.4 Defective Wafers and Devices: When a Wafer manufactured by Sanyo
        fails to meet the Yield Specifications, or a Device manufactured by
        Sanyo fails meet the Device Specifications, Xicor and Sanyo will work
        together to investigate and determine the root cause of the defect. The
        party which is found to be responsible for causing such failures will,
        at its own cost and responsibility, remove such cause or causes with
        minimum delay.



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                                                CONFIDENTIAL TREATMENT REQUESTED


        If the root cause of the defect can not be determined the parties agree
        to act in good faith to reach an equitable resolution acceptable to both
        parties.

        2.5 Partial Shipments. Xicor will accept deliveries of Wafers or Devices
        made in timely installments from Sanyo. Any partial shipments will be
        invoiced as made, and payments therefor are subject to the terms of
        payment noted below.

        2.6 Quantity Variance. If the monthly quantity shipped by Sanyo of each
        Wafer and/or Device ordered by Xicor is within +/- 5 percent of the
        quantity ordered, such quantity shall constitute compliance with Xicor's
        order. Over shipments may be accepted at Xicor's discretion, in which
        case the respective quantity of such over shipment may be subtracted
        from the following months' quantity. Any under shipment may, at Xicor's
        discretion, be added to the following months Order.

        2.7 Modifications. If Xicor determines that modifications to the
        Specifications are required, including modifications to mask tooling,
        process or testing, Sanyo agrees to investigate to make such
        modifications within a reasonable period of time after notification in
        writing by Xicor. The parties will negotiate adjustment to price and
        delivery schedule as well as charges for retooling costs if warranted by
        such modifications.

        2.8 Substitutions. Xicor may, at Xicor's sole discretion, add or
        substitute Wafer and/or Device types as long as the Wafer and/or Device
        type utilizes the same or similar Sanyo Process approved by Xicor and
        Sanyo for existing production, provided that the agreed upon quantities
        of Wafers and/or Devices required by Xicor do not exceed those
        determined pursuant to Paragraph 2.3 and 2.6 except with the consent of
        Sanyo. Such Wafer and/or Device types are those which can be
        manufactured using the same process and in accordance with the same
        qualification plan as Wafers and/or Devices currently manufactured by
        Sanyo under this Agreement.

        2.9 Parametric Failure. If a Devices fails to meet the agreed upon
        Parametric Specifications, and in Xicor's reasonable opinion such
        failure appears material, Xicor may request Sanyo to stop production. If
        Sanyo is unable to correct such failures within a reasonable time, Xicor
        may cancel such particular Orders at no charge to Xicor. Xicor will
        notify Sanyo in writing of its intention to suspend or cancel such
        Orders and will include any substantiating data.

        2.10 Reports and Reviews: Sanyo shall provide Xicor with a weekly
        delivery report. Sanyo will provide a system in 1999 that will be
        capable of weekly updating of wafer fabrication work in process for each
        Wafer and/or Device type. The details and format of such Reports shall
        be as agreed upon by the parties. To enable Xicor to track process
        control, Sanyo shall also provide weekly status and data summarizing the
        DC parametric measurements for Sanyo Process. In addition, the parties
        agree to meet quarterly or as frequently as necessary to discuss and
        resolve issues that may, from time to time, arise and to review Sanyo
        performance. Sanyo also agrees to provide Xicor with such data



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                                                CONFIDENTIAL TREATMENT REQUESTED


        and/or reports required by Xicor to enable Xicor to maintain their
        qualification to ISO9001 and QS 9000 quality standards. Sanyo shall
        ensure that the computer system is Y2K compliant.

        2.11   Order Cancellation.

               2.11.1 If Xicor fails to make any payment hereunder when due or
               fails to accept any material quantity of Wafers and/or Devices
               properly furnished hereunder, and such default is not cured
               within thirty (30) days after Sanyo gives Xicor written notice
               thereof, Sanyo may decline to make further shipments and/or may
               terminate Xicor's Orders without affecting any other rights or
               remedies available to Sanyo. If Sanyo continues to make shipments
               after such default, Sanyo's actions shall not constitute a waiver
               nor affect Sanyo's remedies for such default.

               2.11.2 If Xicor cancels an Order that is firm pursuant to Section
               2.3.2, Xicor shall pay in full and complete satisfaction of any
               claim arising therefrom, a cancellation charge per Wafer equal
               to:

                          (number of mask steps completed)
                          ------------------------------------  x  (Wafer price)
                          (total number of mask steps)

               Notwithstanding the above, if the parties mutually agree to
               reschedule the Order, no claim shall arise unless the Order as
               rescheduled is canceled. Claims for the canceling of rescheduled
               Orders shall also be governed as set forth above on the date of
               cancellation.

               2.11.3 Xicor may cancel any Order in whole or in part if Sanyo
               fails to deliver Wafers and/or Devices as covered by such Order
               placed hereunder by Xicor, which failure is not corrected within
               sixty (60) days after written notice thereof. If such failure is
               not corrected within the above sixty-day period and is not
               excused pursuant to Paragraph 19.0, Xicor shall have the right to
               procure substitute goods ("cover") as provided by the California
               Uniform Commercial Code, Section 2712. The foregoing shall not
               affect any other right or remedy available to Xicor. If Xicor
               continues to maintain or place Orders after such default, Xicor's
               actions shall not constitute a waiver nor affect Xicor's remedies
               for such default.

3.0     PROCESS TECHNOLOGY:

        3.1 Xicor will provide to Sanyo the Xicor C5 and C7 process flows,
        process parameters, design rules and other relevant information to
        enable Wafers and Devices to be manufactured by Sanyo. It is understood
        that the information listed above is the Proprietary Information of
        Xicor and will remain the sole property of Xicor. Nothing in



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                                                CONFIDENTIAL TREATMENT REQUESTED


        this Agreement grants or authorizes Sanyo to use this Proprietary
        Information for any other purpose other than those specifically
        authorized by this Agreement.

        3.2 Sanyo will run the Sanyo Process pursuant to this Agreement, or any
        process which is based on the Sanyo Process, for the purpose of
        manufacturing Wafers and/or Devices exclusively for Xicor. All Wafers
        and Devices produced by Sanyo shall meet the Specifications as per
        Appendix C.

        3.3 Sanyo will either (i) provide Xicor with a list of Sanyo's
        acceptable mask vendors, to which, Xicor will select and provide one
        mask vendors, as mutually agreed, with Device database tapes in GDS II
        format, or (ii) Xicor will provide Sanyo with Device database tapes in
        GDS II format and Sanyo may procure masks locally All such database
        tapes, whether or not marked as confidential as per paragraph 1.7,
        constitute confidential Proprietary Information of the highest level. No
        such database tapes will be provided to any third party mask vendor or
        to Sanyo unless and until a written agreement by the mask vendor is
        executed protecting Xicor Proprietary Information from unauthorized
        disclosure. Sanyo will provide the mask vendor with mask alignment and
        test structure database, and oversee merging of device and mask
        alignment databases by the mask vendor. Xicor will bear the cost of
        original mask sets, subject to its advance approval of the cost. The
        cost of subsequent mask layers or sets that are required due to use,
        abuse or other damage by Sanyo will be the responsibility of Sanyo. The
        cost of reticle changes required due to process or design changes
        requested by Xicor will be the responsibility of Xicor. The cost for
        reticle changes requested by Sanyo for process improvement or yield
        enhancements shall be the responsibility of Sanyo. Upon termination of
        this Agreement all mask sets shall be destroyed.

        3.4 After Sanyo has provided Xicor with sufficient Wafers and Devices
        for qualification, but prior to completion of full qualification, Xicor
        may request that Sanyo provide a mutually agreed quantity of Risk
        Starts. Sanyo will provide these Risk Starts to Xicor at the prices
        determined pursuant to Appendix B.

        3.5 During the production of Risk Starts per Paragraph 3.4, Xicor may
        stop production of Wafers and/or Devices by giving notice to Sanyo. Upon
        receipt of such notice, Sanyo will stop production following completion
        of the process steps at which Wafers and/or Devices reside at the time
        of notification. Xicor agrees to pay Sanyo for all Wafers and/or Devices
        started prior to Sanyo receiving such notice. Prices for such Wafers or
        Devices will be equitably prorated based on the last stage of production
        completed as per Paragraph 2.11.2.

        3.6 For Sanyo to become qualified, Wafers and/or Devices delivered for
        qualification must meet all agreed Specifications per Appendix C. When
        Wafers and/or Devices made by Sanyo successfully complete qualification,
        then upon written notice from Xicor of successful completion, Sanyo will
        proceed, as soon as possible after receipt of such notice, to
        manufacture and deliver Wafers and/or Devices ordered by Xicor in
        accordance with Paragraph 2.3.



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                                                CONFIDENTIAL TREATMENT REQUESTED


        3.7 Prior to qualification, Sanyo and Xicor must agree upon
        Specifications to be contained in Appendix C. If, in the reasonable
        opinion of Xicor, such agreement on Specifications can not be reached,
        Xicor may cancel or terminated this Agreement without any further
        obligation to Sanyo whatsoever. Sanyo specifically agrees that it will
        not modify Specifications in any way without the prior written consent
        of Xicor.

        3.8 Xicor shall conduct the qualification as per Appendix D and report
        the result of such testing to Sanyo.

        3.9    Process Change shall be handled in the following manner:

               3.9.1 Prior to any Process Change which Sanyo desires to make in
               the manufacturing process, Sanyo agrees to notify Xicor in
               writing of each such proposed Process Change, and to get Xicor's
               approval in advance of the desired implementation of such Process
               Change. Such notice shall contain the following:

                      3.9.1.1 intent of the proposed Process Change.

                      3.9.1.2 detailed description of the proposed Process
                      Change.

                      3.9.1.3 the reason for the proposed Process Change.

                      3.9.1.4 the results of controlled experiments done to
                      support the proposed Process Change.

                      3.9.1.5 detailed and comprehensive analysis of potential
                      failure modes and their effects.

                      3.9.1.6 monitoring in place to verify the intended
                      improvements and to identify, as early as possible, any
                      unintended consequences of the proposed Process Change.

                      3.9.1.7 containment plan in case the proposed Process
                      Change produces undesired effects.

                      3.9.1.8 detailed plan for the implementation of the
                      proposed Process Change and labeling of affected Wafers
                      and/or Devices.

               3.9.2 Xicor reserves the right to approve or reject any proposed
               Process Change that, in Xicor's sole opinion, will materially
               affect the form, fit, or function of the Device or Wafer or
               reduce the yield, reliability, or quality thereof. Xicor agrees
               to provide written notification of approval or disapproval of any
               proposed Process Change within sixty (60) days of receipt of such
               proposed Process Change request from Sanyo. In no case will Sanyo
               implement a Process Change without Xicor's



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                                                CONFIDENTIAL TREATMENT REQUESTED


               prior written approval. Notwithstanding the foregoing, the
               process changes in ion implantation dose and energy, oxide,
               thickness of film except the tunneling oxide less than +/- 5% of
               default values does not require Xicor's approval, prior to
               implementing the changes.

               3.9.3 Notwithstanding the provisions of Paragraph 3.9.2 above, if
               an emergency situation warrants a temporary Process Change, Sanyo
               hereby agrees to notify Xicor within twenty-four (24) hours of
               identification of the emergency situation. Sanyo shall provide to
               Xicor, via fax, details relating to the emergency situation
               including problem identification, proposed emergency Process
               Change, expected results, expected duration of effectivity and
               probable ramifications if said emergency Process Change is not
               approved. Xicor shall provide approval/disapproval, via fax,
               within forty-eight (48) hours of receipt of Sanyo notification.
               Unless said emergency Process Change is approved by Xicor as a
               permanent Process Change, the process will, within the specified
               time authorization in the emergency process change notification,
               but in no case greater than one (1) week, revert back to the
               original process which was in effect prior to the emergency
               Process Change.


4.0     FORECAST AND COMMITMENT:

        4.1 On the twentieth (20th) day of each calendar month, Xicor shall
        provide to Sanyo a Forecast per Paragraph 2.3.2. The Forecast shall be
        used by Xicor to advise Sanyo of the Wafer and/or Device volumes
        required by Xicor. The first two months of the each Forecast will be
        detailed by week. The remaining months will be detailed by month. Sanyo
        will provide Xicor with a response in the form of a confirmation in
        writing to each Forecast by the last working day of each calendar month.
        The response shall contain a commitment schedule for all Wafers and/or
        Devices for the first two month periods.

        4.2 Upon receipt of the commitment schedule, Xicor shall either accept
        or reject the response within three (3) working days. If the committed
        Wafer and/or Device quantities are acceptable to Xicor, Xicor will
        provide Sanyo with Orders to support the agreed upon Wafers and/or
        Devices. If the committed Wafer and/or Device quantities are
        unacceptable to Xicor, both parties agree to negotiate in good faith
        until an acceptable resolution is reached. The production schedule
        agreed to by the parties, based on the Forecast and Sanyo's response,
        shall be dated, in written form, signed by the parties and shall
        represent a binding commitment for all firm Orders. Signature by
        facsimile is acceptable as proof of execution.

        4.3 Each Order shall obligate Xicor to purchase the Wafers and/or
        Devices per Order. Xicor also agrees to limit the extent of change to
        each subsequent Forecast for future months based on the parties previous
        month's Orders as follows: not more than 30% for the third month, 50%
        for the fourth month, 75% for the fifth month and 90% for the sixth
        month.



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                                                CONFIDENTIAL TREATMENT REQUESTED


        4.4 Sanyo will provide Xicor with actual weekly Wafer and/or Device
        completion's and weekly Wafer and/or Device shipment reports to be
        received at Xicor no later than 12:00 noon on the Monday for the
        previous weeks Wafer and/or Device activity.

        4.5 In case Yields drop below the minimum Yield rate as per Appendix C,
        Sanyo will use all reasonable efforts to expeditiously make up for the
        missing Wafer and/or Device deliveries.


5.0     YIELD, RELIABILITY AND QUALITY:

        5.1 Xicor shall have the right to test, monitor or sample any and all
        Wafers and Devices to ensure adherence to the Specifications contained
        in Appendix C. Any Wafer or Device failing to meet such Specifications
        may be returned to Sanyo in accordance with the procedure outlined below
        in Paragraph 5.2. In addition, and in the sole discretion of Xicor,
        Xicor may stop any or all further shipments of Wafer and/or Devices
        until such time as Sanyo can successfully demonstrated to Xicor, and in
        Xicor's sole determination, the root cause creating the non-adherence
        has been eliminated and all further Wafers and/or Devices shipped will
        meet the Specifications.

        5.2 Xicor shall conduct an analysis of any Wafers and/or Devices that
        fail to meet the Specifications contained in Appendix C. If the results
        of the failure analysis indicate to Xicor that the cause of such failure
        was the responsibility of Sanyo, then Xicor shall provide Sanyo with
        written notification of the failure and a copy of the failure analysis
        report. Upon completion of Sanyo's internal investigation, but no later
        than thirty (30) days after receipt of written notification, Sanyo shall
        provide Xicor with a Return Material Authorization (RMA) and Xicor may
        return the failed Wafers and/or Devices to Sanyo. All costs associated
        with the return of such defective Wafers or Devices, including but not
        limited to transportation, customs, duties or any other such cost, shall
        be the sole responsibility of Sanyo. Failure to return or give written
        notice of rejection of the Wafers or Devices within one (1) year after
        receipt of the Wafers or Devices by Xicor shall be considered to be an
        acceptance of the Wafers or Devices by Xicor. If Xicor does not follow
        the above outlined procedure, then the return period of failed Wafers
        and/or Devises is limited to three (3) months from the date of receipt
        of the Wafers and/or Devises by Xicor.

        5.3 The parties agree that the prices identified in Appendix B are
        specifically predicated upon (i) if Wafers are procured, then by the
        expected average Wafer/Device Yield by Device type contained in Appendix
        C, and (ii) if Devices are procured, then by the quantity of Good
        Devices delivered to Xicor.

               5.3.1 The price per Wafer (Appendix B) is based on an agreed upon
               Yield per Device type contained in Appendix C. Should the actual
               average Yield, as reported for all Wafers of the same Device type
               and delivered during any



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                                                CONFIDENTIAL TREATMENT REQUESTED


               particular Xicor accounting period exceed 5% or drop below 5% of
               the Yield per Appendix C, the price per Wafer will be adjusted
               upward or downward as per the formula in Appendix B.

               5.3.2 The price per Device (Appendix B) are based solely on a per
               Good Device basis.


6.0     PRICES, PAYMENTS AND TAXES:

        6.1 All prices, payments or charges pursuant to this Agreement shall be
        made in US dollars. Prices will be negotiated annually and will take
        into consideration any material fluctuations in the currency exchange
        rate that may have occurred. Agreed upon prices for Wafers and/or
        Devices, and any other items requiring payment, shall be listed in
        Appendix B.

        6.2 All prices are FCA San Francisco Airport. Sanyo shall be responsible
        for transportation charge from Sanyo Semiconductor to San Francisco
        Airport and for Japanese Customs clearance. Title to Wafers and/or
        Devices shall transfer to Xicor upon release from Japanese Customs to
        the Xicor designated freight forwarder in Japan. Sanyo shall be
        responsible for all freight charges prior to transfer of title. Xicor
        agrees to supply Sanyo with an appropriate tax exemption certificate if
        appropriate.

        6.3 Payment terms shall be net sixty (60) days from receipt of a valid
        invoice by Xicor. Sanyo shall not send such invoices until Sanyo has
        shipped to Xicor the associated Wafers and/or Devices.

        6.4 Xicor shall have the right to either; (a) offset the cost on any
        future invoice, or (b) obtain a credit from Sanyo for any Wafer and/or
        Device returned to Sanyo under Paragraph 5.1 which has previously been
        invoiced and paid by Xicor.

        6.5 Each party shall be solely responsible for any and all taxes, levies
        or any other type of charges imposed upon them by their respective
        sovereign governments.

        6.6 During the course of this Agreement each party shall bear its own
        costs and expenses. Expenses shall mean such expenses as engineering
        materials, Fab costs, transportation and hotel expenses associated with
        travel and any other expenses required by the parties to meet their
        obligations under this Agreement.


7.0 ON-SITE INSPECTION: Xicor representatives shall be allowed to visit and tour
Sanyo's fabrication and electrical test facilities during normal working hours
upon reasonable notice to Sanyo. Sanyo shall keep electrical test records,
process run cards, equipment usage



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                                                CONFIDENTIAL TREATMENT REQUESTED


status and Q/A results concerning the Wafers and Devices for three (3) years
after such data is issued, and Xicor representatives shall be entitled to review
such materials during such visits.


8.0     PROPRIETARY INFORMATION:

        8.1 Both Sanyo and Xicor agree that Proprietary Information of the other
        will remain the property of the disclosing party and will be used by
        them solely for the purpose of manufacturing Wafers and/or Devices
        hereunder. Such Proprietary Information shall be maintained by each
        party in confidence and to a degree equal to or higher than the parties
        maintain their own proprietary information of a similar nature. The
        parties agree that they will not disclose any Propriety Information to
        any third party without the prior written permission of the disclosing
        party and further agree that such Propriety Information will not be
        maintained on any internal computer network that is unsecured and can be
        accessed via the internet or any other outside computing system. The
        parties agree that all of their respective employees and consultants
        shall be subject to non-disclosure agreements no less protective of
        Proprietary Information than the provisions of this Agreement prior to
        such employees and consultants being allowed access to Proprietary
        Information.

        8.2 Upon termination or expiration of this Agreement for whatever
        reason, the receiving Party must (i) return to the other Party the
        original and all copies of any Proprietary Information of the disclosing
        Party, or (ii) destroy the originals and all copies of any Proprietary
        Information and provide certification of such destruction to the
        disclosing party, and (iii) at the disclosing Party's request, have one
        of its officers certify in writing that it will not make any further
        disclosure or use of such Proprietary Information and specifically will
        not manufacture or have manufactured for it any product incorporating
        such Proprietary Information.

        8.3 These confidentiality provisions as to any item of Proprietary
        Information shall survive the termination of this Agreement for a period
        of five (5) years from the date of termination of this Agreement.

        8.4 If Sanyo develops any process modifications or new processes as a
        result of this relationship with Xicor, and such process modifications
        or new processes are useable by Xicor, Xicor shall have the right to
        incorporate such process modifications or new processes in its C5 or C7
        processes. The parties further agree that if such process modifications
        or new processes developed by Sanyo or Xicor are patentable, and both
        parties wish to pursue such patent, the parties shall equally share the
        cost of filing such patent, whether in the United States or Japan, and
        the parties shall become co-owners of such patents. If only one parties
        wishes to pursue such patent, then the pursuing party shall bear all
        costs and the non-pursuing party shall be granted a non-exclusive,
        royalty free license for such patent.



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                                                CONFIDENTIAL TREATMENT REQUESTED


9.0     WARRANTY and ACCEPTANCE:

        9.1 Sanyo warrants that Wafers and/or Devices delivered hereunder will
        meet the mutually agreed Specifications and shall be free from defects
        in material and workmanship under normal use and service for a period of
        one (1) year from the date of receipt from Sanyo's facility. If, during
        such one year period (i) Sanyo is notified with reasonable promptness in
        writing upon discovery of any defect in the Wafers and/or Devices,
        including a reasonably detailed description of such defect; (ii) and
        when physically available such Wafers and/or Devices are returned to
        Sanyo's facility, transportation prepaid; and (iii) Sanyo's reasonable
        examination of such Wafers and/or Devices discloses that such Wafers
        and/or Devices are defective and such defects are not caused by
        accident, abuse, misuse, neglect, improper installation, repair or
        alteration not authorized by Xicor, improper testing or use contrary to
        any reasonable instructions issued by Xicor, then within a reasonable
        time Sanyo shall, as mutually agreed, either repair, replace, or credit
        Xicor for such Wafers and/or Devices. Sanyo shall reimburse Xicor for
        the return transportation charges paid by Xicor for such Wafers and/or
        Devices. Sanyo shall return any Wafers and/or Devices repaired or
        replaced under this warranty to Xicor transportation prepaid. If
        replacement of any Wafer and/or Device is not practical, then Sanyo
        shall issue a credit to Xicor for the price paid by Xicor for the
        defective Wafers. The performance of this warranty does not extend the
        warranty period applicable to the Wafers and/or Devices originally
        delivered.

        9.2 Sanyo shall immediately advise Xicor whenever Sanyo has reason to
        believe that Wafer and/or Devices may not conform to the applicable
        Specifications.

        9.3 Both parties agree that the foregoing states the entire liability
        and obligations of Sanyo and the exclusive remedy of Xicor for breach of
        the provisions of this Article 9.


10.0 NON-COMPETITION: Sanyo agrees that Sanyo will not compete with Xicor with
products or semiconductor devices similar in nature to those sold by Xicor with
the exception of those products listed in Appendix E. Sanyo specifically agrees
that it will not at any time use for its own purposes, or any other purpose
other than those specified by this Agreement, any Xicor Proprietary Information,
know-how of Xicor's, or the Xicor C5 or C7 process technology unless
specifically evidenced by a separate technology licensing agreement properly
executed by Xicor.


11.0    INDEMNIFICATION:

        11.1 Each party (the "Indemnifying Party") agrees, at its own expense,
        to defend or at its option to settle, any claim, suit or proceeding
        brought against the other party (the "Indemnified Party") or its
        customers on the issue of infringement of any United States or other
        country patent, copyright, trade secret, trademark, or other
        intellectual property right with respect to Xicor, the design of the
        Wafer, Device or the C5 wafer process technology to the extent
        contributed by Xicor, or, as to Sanyo, the wafer process to the



                                       12
<PAGE>   13
                                                CONFIDENTIAL TREATMENT REQUESTED


        extent contributed by Sanyo, subject to the limitations hereinafter set
        forth. The Indemnifying Party shall have sole control of any such action
        or settlement negotiations, and the Indemnifying Party agrees to pay,
        subject to the limitations hereinafter set forth, any final judgment or
        settlement entered against the Indemnified Party or its customer on such
        issues in any such suit or proceeding defended by the Indemnifying
        Party. The Indemnified Party agrees that the Indemnifying Party shall be
        relieved of the foregoing obligations unless the Indemnified Party or
        its customers notify the Indemnifying Party promptly in writing of such
        claim, suit or proceeding and give the Indemnifying Party authority to
        proceed as contemplated herein, and, at the Indemnifying Party's expense
        (except for the value of the time of the Indemnified Party's employees),
        gives the Indemnifying Party proper and full information and assistance
        to settle and/or defend any such claim, suit or proceeding. The
        Indemnifying Party shall not be liable for any costs or expenses
        incurred by the Indemnified Party without its prior written
        authorization.

        11.2 The foregoing provisions of this Article state the entire liability
        and obligations of the Indemnifying Party and the exclusive remedy of
        the Indemnified Party, with respect to any alleged infringement of
        patent, copyright, trade secret, trademark or other intellectual
        property right by the Wafer, process, or any part thereof.


12.0    TERM:

        12.1 This Agreement shall come into force on the Effective Date and
        shall remain in force for a period of five (5) years from the Effective
        Date, unless terminated earlier in accordance with Paragraph 16 below.

        12.2 This Agreement may be renewed for an additional period under terms
        and conditions agreeable to both parties hereof.


13.0 EXPORT CONTROLS: Sanyo will not export, re-export, transship, or transmit,
directly or indirectly, (collectively "Export"), any data, designs, programs,
hardware, or technical information of any kind acquired hereunder, or any direct
product thereof to any country to which such Export is limited, or prohibited by
the United States Government or any law, regulation, agency or executive
thereof, including without limitation, the Export Administration Regulations of
the US Department of Commerce. This Agreement is subject to compliance with all
applicable export and import laws and regulations and the parties agree to
cooperate in complying therewith. Sanyo agrees to indemnify Xicor for any fees,
fines or penalties imposed on Xicor by the United States Government as a result
of Sanyo's breach or violation of this provision. Xicor shall provide Sanyo with
information regarding the Export Administration Regulations of the U.S.
Department of Commerce.


14.0 PUBLICITY: No public announcement concerning this Agreement shall be made
by either party hereto without the prior written consent of the other which
shall not be unreasonably



                                       13
<PAGE>   14
                                                CONFIDENTIAL TREATMENT REQUESTED


withheld. It is understood that Xicor may have obligations under financial and
United States Security and Exchange regulations to publicly announce this
Agreement.


15.0 NON-DISCLOSURE OF TERMS AND CONDITIONS: Neither party shall, without first
obtaining the written consent of the other party, disclose the terms, conditions
or subject matter of this Agreement, unless, in the good faith judgment of the
disclosing party, such disclosure is; (I) in response to a valid court order, in
which case the party making the disclosure pursuant to the valid court order
shall first have informed the other party and made reasonable efforts to obtain
a protective order requiring that the information or document so disclosed be
used only for the purpose for which the order was issued, or (ii) as may be
otherwise required by law, rules or government regulations or other governmental
body of the United States, Japan or any political subdivisions thereof; provided
that the disclosing party requests confidential treatment by the appropriate
governmental agency, or (iii) necessary to establish the parties rights under
this Agreement.

16.0    TERMINATION:

        16.1 Either party may terminate this Agreement for default of any of the
        terms and conditions of this Agreement by the other party, providing
        proper notice of default is given and the defaulting party is provided
        with sixty (60) days after receipt of the notice to correct the
        defaulting condition.

        16.2 The parties agree that each party shall have the right to terminate
        this Agreement by giving written notice of termination to the other
        party at any time on or after the filing by the other party of a
        petition in bankruptcy or insolvency.


17.0. SURVIVAL OF PROVISIONS: The provisions of Paragraphs 8, 9, 10, 11, 13, 14,
15, 17, 23, 24, 25, 26, 27, 28, and 29 shall survive the termination or
expiration of this Agreement.

18.0. SEVERABILITY: If any provision of this Agreement, or the application
hereof to any situation or circumstance, shall be invalid or unenforceable, the
remainder of this Agreement or the application of such provision to situations
or circumstances other than those as to which it is invalid or unenforceable,
shall be intact; and each remaining provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by applicable law. In the event
of such partial invalidity the parties shall seek in good faith to agree on
replacing any such legally invalid provisions with provisions, which, in effect,
will, from an economic viewpoint, most nearly and fairly approach the effect of
the invalid provision.

19.0. FORCE MAJEURE:Neither of the parties shall be liable in any manner for
failure or delay in the fulfillment of all or any part of this Agreement
directly or indirectly owing to Acts of God, governmental orders or
restrictions, war, threat of war, war-like conditions, hostilities, sanctions,
mobilization, blockade, embargo, detention, revolution, riot, looting, strike,
lockout, plague, fire, flood, earthquake or any other cause or other
circumstances beyond the affected



                                       14
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                                                CONFIDENTIAL TREATMENT REQUESTED


party's control. Each of the parties shall take all reasonable steps to minimize
the effect of force majeure upon it until such effect of force majeure has
abated. Notice of any occurrence of force majeure affecting either party shall
be given to the other party as soon as possible together with evidence thereof
and the expected duration of the period for which performance hereunder shall be
delayed.

20.0. ASSIGNMENT OR TRANSFER: This Agreement, and all rights and obligations
hereunder, shall not be assigned by a party hereto to any third party or parties
without a prior written consent of the others party hereto; provided, however,
that no such prior written consent shall be required for any assignment of this
Agreement in its entirety by one of the parties to a successor-in-interest of
such party as a result of any merger or consolidation involving such party or a
sale by such party of substantially all of its assets, provided, that such
successor shall promptly agree in writing to be bound by all of the terms and
conditions of this Agreement, or any modifications hereof.

21.0. RELATIONSHIP OF THE PARTIES:The parties to this Agreement have the
relationship of independent contractors. Nothing herein shall be construed to
create any form of agency relationship or to authorize either party to bind the
other in any matter.

22.0 NOTICES: Any notices hereunder shall be given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.

        If to Xicor:                        If to Sanyo:
        Xicor, Inc.                         Sanyo Corporation
        1511 Buckeye Drive                  __________________________________
        Milpitas, CA 95035, USA             __________________________________
        Attn:  Director of Contracts        Attn: ______________________________

23.0 LANGUAGE: This Agreement is in the English language only, which language
shall be controlling for all purposes. All proceedings related to the
performance, enforcement, interpretation, termination or breach of this
Agreement, and all evidence presented therein, shall be in English.


24.0 GOVERNING LAW:This Agreement shall be governed by the laws of the State of
California, except for the resolutions of disputes as provided in Paragraph 25.0
hereof.


25.0 DISPUTE RESOLUTION: In the event of any dispute, claim or question arising
out of this Agreement or breach hereof, the parties hereto shall use their best
efforts to settle such dispute, claim, question or difference. To this effect
they shall mutually consult and negotiate in good faith and understanding to
reach a just and equitable solution with sincerity. In the event that the
dispute, controversy or difference is not so settled in the above manner within
three (3) months, then the matter shall be finally settled by arbitration (i) if
Sanyo demands arbitration, it



                                       15
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                                                CONFIDENTIAL TREATMENT REQUESTED


shall be in Santa Clara, California, in accordance with the Rules of
Conciliation and Arbitration of the International Chamber of Commerce and under
the laws of California, without reference to conflict of laws principles, or
(ii) if Xicor demands arbitration, it shall be in Tokyo, Japan, in accordance
with the Rules of Conciliation and Arbitration of the Japan Commercial
Arbitration Association and under the laws of Japan. In any such arbitration,
Xicor will appoint one arbitrator, Sanyo will appoint one arbitrator, and the
two arbitrators appointed will select a third arbitrator. Either party hereto
may object to any arbitrator who is an employee of or affiliated with any
competitor of either party hereto. The decision of the three arbitrators shall
be final and binding and may be entered as a judgment by a court of competent
jurisdiction. Each side shall bear half the cost of the arbitration.


26.0 TITLES:The titles of all Paragraphs contained in this Agreement are for
interpretation convenience and reference only and shall not in any way affect
the interpretation hereof.


27.0 ENTIRE AGREEMENT: This Agreement supersedes all documents or arrangements
in respect to the subject matter hereof, including any Letter of Intent
previously concluded by the parties, and evidences the entire Agreement of the
parties hereto. This Agreement cannot be changed, modified or supplemented
except in writing signed by the duly authorized officer or representative of
each of the parties hereto.


28.0 THIS AGREEMENT CONTROLS: The terms and conditions of this Agreement shall
control all sales of Wafers and/or Devices hereunder, and any additional or
different terms or conditions in either party's purchase order, Orders,
responses to Orders, acknowledgment, or similar document shall be of no effect.

29.0 GOVERNMENT APPROVALS: Sanyo represents and warrants that no consent or
approval of any governmental authority is required in connection with the valid
execution and performance of this Agreement except as set forth in Paragraph
1.10. Sanyo will be responsible for timely filings of this Agreement with all
necessary Japanese government agencies.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.


XICOR, INC.                                  SANYO CORPORATION

BY:  /s/ BRUCE GRAY                          BY: /s/ YUKINORI KUWANO

TITLE: PRESIDENT, CHIEF OPERATING            TITLE: PRESIDENT, SEMICONDUCTOR
       OFFICER                                      COMPANY



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                                                CONFIDENTIAL TREATMENT REQUESTED


DATE:  MAY 1, 1999                           DATE:  1 MAY 1999



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                                                CONFIDENTIAL TREATMENT REQUESTED



                                   APPENDIX A

                                   LEAD-TIMES


C5/C7 Cycle Time:


Total C5 Cycle Time = * + * Sigma must be less than or equal to * days.

Total C7 Cycle Time = * + * Sigma must be less than or equal to * days.


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.



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                                                CONFIDENTIAL TREATMENT REQUESTED



                                   APPENDIX B

                                     PRICING


B1: Wafer Pricing: (including raw wafer costs)

        C5 TECHNOLOGY:   = $  *  per unsorted wafer


        C7 TECHNOLOGY: =  (to be defined separately)


B2: WAFER PRICE CALCULATIONS:

        TIMING: Once every 6 months. These calculations are inspired by two
                things:

               1. *

               2. *

        CALCULATION: Every 6 months, Xicor will calculate the actual yield
        percentage and compare the actual yield percentage to the target as set
        forth in Table 1.

        Table 1: Starting "target" wafer sort yield percentages for Xicor
        products to be used for price calculations.

                      Density         Wafer Sort Yield Percentages
                      --------------------------------------------
                         64K                *  %
                         32K                *  %
                         16K                *  %
                        256K                *  %


               -  If the average wafer yield percentage of the total number of
                  wafers shipped in the previous 6 months is on target, the
                  wafer price for the next 6 months stay the same.


               -  If the actual wafer yield percentage is different than the
                  target values, the difference will be shared by Xicor and
                  Sanyo and a new wafer price will be established for the next 6
                  month period.

B3: Device Pricing: (to be defined separately in conjunction with wafer sort
costs)


* Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.



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                                                CONFIDENTIAL TREATMENT REQUESTED


                                   APPENDIX C

                                 SPECIFICATIONS


C1: Wafer Specifications: Xicor specification number 00-W-0007 (C5)

C2: Device Specifications: Xicor specification number 020512 (C5 E-test limits)

C3: Quality and Reliability Specifications: Xicor specification numbers:
06020110, 06020101, 06020311 and 06020324.

C4: Wafer Yield: Yield targets are established in Table 1, Appendix B. Any wafer
yielding less than minus 3 sigma from the demonstrated six month wafer sort
yield average will be scrapped.



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                                                CONFIDENTIAL TREATMENT REQUESTED



                                   APPENDIX D

          PROCESS, WAFER AND DEVICE QUALIFICATION & MONITORING CRITERIA

Xicor specification number 06020116.



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                                                CONFIDENTIAL TREATMENT REQUESTED



                                   APPENDIX E

                           NON-COMPETITION EXCLUSIONS


The following Sanyo Products/Product Families are specifically excluded from the
provisions of paragraph 10.0:

EEPROM/Flash Memories;

#1:LE28C*** series (512k, 1meg), parallel

#2:LE28F*** series (512k, 1meg), parallel

#3:LexxF*** series (512k, 1meg), serial



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