*  Confidential treatment has been granted or requested with respect to
   portions of this exhibit, and such portions have been replaced with
   "**".  Such confidential portions have been deleted and separately
   filed with the Securities and Exchange Commission pursuant to Rule 24b-2.

                                    AGREEMENT

THIS AGREEMENT is entered into as of January 26, 2000 between ENHANCED MEMORY
SYSTEMS, INC., a Delaware corporation ("Licensee") and INFINEON TECHNOLOGIES
AG, a German corporation ("Licensor").

1.  Certain Definitions.

    1.1  "Products" shall mean Licensee's integrated circuit products and
         devices included in the Product Roadmap in Exhibit A which may be
         modified by written agreement of the Parties to include any other
         product, including, but not limited to, Licensee's line of high-speed
         enhanced dynamic random access memory products.

    1.2  "Proprietary Rights" shall mean Licensor's patent rights, copyrights,
         mask work rights, trade secret rights and all other intellectual and
         industrial property rights of any sort relating to the Technology.

    1.3  "Technology" shall mean inventions (whether or not patentable), ideas,
         processes, formulae, design rules, design documentation, test
         information and know-how in the field of certain DRAM products as
         defined in Exhibit B, but specifically excluding manufacturing process
         information, owned or controlled by Licensor as of the date of this
         Agreement, together with any and all Improvements to the Technology
         made by or on behalf of Licensor during the time period with respect
         to which Licensor is required to provide such Improvements to
         Licensee, as described in Section 5 below. Tangible parts of the
         Technology shall be set forth in Exhibit C.

    1.4  "Territory" shall mean the world.

2.  License Grant.  Subject to all the terms and limitations of this Agreement,
Licensor hereby grants Licensee a non-exclusive, worldwide, non-assignable,
non-transferable right and license in and to the Technology, and under all
applicable Proprietary Rights in the Technology (the "License").  The License
is limited to and may be exercised solely for the purpose of making, using and
marketing (including selling and offering to sell) the Products in the
Territory.

                                   Page-3
<PAGE>
3.  Duration and Scope of License.  The License is granted for a period
commencing upon the execution of this Agreement and continuing through
December 31, 2005.  On or before December 31, 2003, and at two-year intervals
thereafter, Licensor and Licensee shall review their relationship and shall
consider in good faith extending by additional periods of two (2) years each
the period through which the License shall remain in effect.  Licensee
acknowledges and agrees that Licensee may only use the License for Products to
be produced for Licensee by Licensor, in accordance with the manufacturing
agreement described in Section 8 below.

4  Transfer of Technology; Indemnification.  To carry out the physical transfer
of Technology from Licensor to Licensee, Licensor shall disclose to Licensee,
as soon as reasonably practicable after the effective date of this Agreement
and from time to time, Technology in tangible form (items described in Exhibit
C) as would be reasonably necessary for a person skilled in the art to produce
the Products.  Licensee acknowledges and agrees that Licensee shall not use any
information disclosed to Licensee by Licensor in connection with any disclosure
or transfer by Licensor of the Technology, or any part thereof, as the basis
for any claim by Licensee against Licensor for infringement of any of
Licensee's intellectual property rights.  Accordingly, Licensee hereby
irrevocably waives and releases any claims that Licensee may have, now or in
the future, against Licensor alleging infringement by Licensor of any of
Licensee's intellectual property rights, to the extent Licensee becomes aware
of the basis for any such claim through disclosure by Licensor of any of the
Technology or through Licensee's exposure to Licensor's manufacturing processes
or Technology by virtue of or in any way related to this Agreement and the
transactions and/or activities contemplated hereby.

5.  Improvements. Grant Back.  Any Licensor modification or improvement
(including those made for Licensor by employees or contractors) to or on the
Technology licensed to Licensee made during the term of this Agreement (except
improvements created specifically for a third party) shall be included in the
License without additional charge to Licensee and without any obligation for
Licensor to provide any such modifications or improvements to Licensee other
than set forth in the Amended Agreement for Wafer Production and Testing
(effective concurrent with this agreement). Licensee hereby agrees and grants
to Licensor a non-exclusive, worldwide, non-transferable, fully paid up
license, under any modifications or improvements to the Technology and specific
to the Technology (whether or not patentable or copyrightable) made by or on
behalf of Licensee during the term of this Agreement and one year thereafter,
to make, have made, sell or otherwise dispose of any integrated circuit
products.

                                   Page-4
<PAGE>
6.  Consideration; Representations Regarding Shares.  In consideration for the
grant of the License by Licensor to Licensee, as described in Section 2 above,
Licensee has, contemporaneously with the execution of this Agreement, issued to
Licensor a total of two hundred fifty (250) shares (the "Shares") of the no par
value Common Stock of Licensee, which Shares represent twenty percent (20%) of
the shares of Common Stock issued and outstanding as of the date hereof.
Licensee represents and warrants to Licensor that, as of the date hereof, and
immediately after giving effect to the issuance to Licensor of the Shares, as
described above: (i) there are a total of one thousand two hundred and fifty
(1,250) shares of no par value Common Stock of Licensee issued and outstanding,
of which one thousand (1000) shares are owned by Ramtron International
Corporation and Two Hundred and Fifty (250) shares are owned by Licensor;
(ii) there are no other shares of capital stock, or rights to purchase capital
stock, of Licensee issued or outstanding; (iii) Licensee has all requisite
power and authority to enter into this Agreement, to issue the Shares to
Licensor in the manner described above, and to consummate the transactions
contemplated in this Agreement; (iv) the Shares issued by Licensee to Licensor
have been validly issued, are fully paid and non-assessable, and no further
action or consent is required on the part of Licensee to authorize the issuance
of such Shares to Licensor; and (v) the issuance of such Shares to Licensor,
subject to the truth and accuracy of the representations of Licensor, as
described below in this Section 6, complies in all respects with applicable
state and federal securities laws and regulations.

Licensor acknowledges that Licensee is a privately-held company, and that the
Shares have not been registered with the U.S. Securities and Exchange
Commission or any other national or local securities commission or agency, and
that any resale or other distribution of such Shares by Licensor may be
required to be made pursuant to registration under the Securities Act of 1933,
as amended, and/or any other applicable securities regulations, or pursuant to
an exemption from such registration requirement.

Licensor hereby represents and warrants to Licensee, and to the directors,
officers and control persons of Licensee, as follows:

    (a)  Licensor is an "accredited investor," as that term is defined in Rule
         501 of Regulation D promulgated pursuant to the Act.

    (b)  Licensor has engaged previously in transactions similar to that
         contemplated herein, and has such knowledge and experience in
         financial and business matters that Licensor is capable of evaluating
         the merits and risk of acquiring the Shares.

    (c)  The Shares which Licensor has acquired pursuant to this Agreement will
         be acquired for investment only, for Licensor's own account, and not
         with a view to, or offer for sale in connection with, the distribution
         or transfer thereof.  Licensor has no contract, undertaking, agreement
         or arrangement with any person or entity to sell, pledge, donate or
         otherwise transfer (with or without consideration) to any such person
         or entity any of the Shares, and Licensor has no present plans or
         intention to enter into any such contract, undertaking, agreement or
         arrangement.

                                   Page-5
<PAGE>
    (d)  If, at any time after the date hereof, Licensor shall propose to
         transfer the Shares, or any interest therein or portion thereof, to
         any third party, Licensor shall first give written notice (a "Transfer
         Notice") of such proposed transfer to Licensee.  Such Transfer Notice
         shall specify the Shares (or interest therein or portion thereof)
         proposed to be transferred, the identity of the proposed transferee
         (including the individual persons constituting the owners or
         controlling persons of any transferee that is other than an
         individual), and the price and all of the terms and conditions of
         the proposed transfer.  The Transfer Notice shall be deemed an offer
         by Licensor to sell the interest which is the subject of the proposed
         transfer to Licensee on the terms and conditions specified in the
         Transfer Notice.  Licensee shall have the right, for a period of sixty
         (60) days after actual receipt of a Transfer Notice, within which to
         elect in writing to purchase the interest offered by Licensor.
         Licensee must purchase the entire interest offered by Licensor.  The
         closing date for the purchase of any interest pursuant to this Section
         shall be held, unless otherwise agreed, that the principal office of
         Licensee at 10:00a.m. on the date that is thirty (30) days after the
         written election to purchase has been given by Licensee (or, if that
         day is not a business day, on the next regular business day).  At any
         such closing, Licensee shall pay the purchase price for the interest
         as provided herein, and Licensor shall execute and deliver appropriate
         instruments transferring such interests, free and clear of all liens,
         claims, encumbrances and restrictions.  If Licensee has not delivered
         written notice of its election to purchase the interest offered by
         Licensor within the 60-day period referred to above, then Licensee
         shall be conclusively deemed to have waived its right to purchase the
         interest offered by Licensor., effective as of the end of such 60-day
         period.  If Licensee does not exercise its right to purchase the
         interest offered by Licensor pursuant to this Section, or if Licensee
         fails, refuses or neglects without fault of Licensor to close its
         exercise of a right to purchase the interest offered by Licensor, as
         described herein, then Licensor may transfer the interest offered in
         accordance with the Transfer Notice;  provided, however, that if such
         transfer is not completed within sixty (60) days following the
         expiration of Licensee'' right-to-purchase period, or is not made in
         accordance with the Transfer Notice, then such right to transfer shall
         expire and be null and void and the provisions of this Section shall
         remain fully effective.

                                   Page-6
<PAGE>
7.  Pre-Emptive Rights.  If, at any time after the date hereof, Licensee wishes
to sell additional shares of its capital stock, or interests convertible into
such capital stock, Licensor shall be entitled to subscribe for such additional
shares of such capital stock, or interests convertible thereto, in proportion
to the percentage of shares of the capital stock of Licensee owned by Licensor
immediately prior to the issuance of any such additional shares of capital
stock or interests convertible thereto.  The right to subscribe for such
additional shares of capital stock or interests convertible thereto shall be
granted to Licensor on uniform terms and conditions prescribed by the Board of
Directors of Licensee, to provide Licensor a fair and reasonable opportunity to
exercise such right.  Licensor may waive such pre-emptive right in writing.  A
waiver evidenced by a writing shall be irrevocable even if not supported by
consideration.

Notwithstanding the foregoing, Licensor shall not have any pre-emptive rights
to purchase or subscribe for: (i) shares issued as compensation to directors,
officers, agents or employees of Licensee, its subsidiaries or affiliates;
(ii) shares issued by Licensee to satisfy conversion or option rights created
to provide compensation to directors, officers, agents or employees of
Licensee, its subsidiaries or affiliates; (iii) shares issued to any employee
stock ownership plan established by Licensee; or (iv) shares to be issued
otherwise than for money.

Shares subject to the pre-emptive rights in favor of Licensor that are not
acquired by Licensor may be issued to any person within six (6) months after
being offered to Licensor at a consideration set by the Board of Directors of
Licensee that is not lower than the consideration set for the exercise of pre-
emptive rights in favor of Licensor.  An offer of such shares at a lower
consideration or after the expiration of such six-month period shall be subject
to Licensor's pre-emptive rights, as described in this Section 7.

8.  Manufacturing Agreement.  From time to time during the term of this
Agreement, Licensee shall have manufactured at Licensor and shall purchase from
Licensor, and Licensor shall sell and supply to Licensee, the Products designed
by or for Licensee with the use of the Technology and/or the Proprietary
Rights.  From time to time, Licensor and Licensee shall agree upon a minimum
number of wafers per month to be allocated to Licensee from Licensor's
manufacturing capacity for the manufacture and sale to Licensee of Products.
Licensor and Licensee agree that, in any event, Licensor shall allocate to
Licensee, for the manufacture and sale to Licensee of such Products, sufficient
manufacturing capacity to support Licensee's wafer purchases from Licensor to
an annual wafer purchase revenue of up to US $200,000,000 for the Products.  As
soon as practicable after the effective date of this Agreement, Licensor and
Licensee shall negotiate and enter into a definitive manufacturing and supply
agreement relating to Licensor's manufacture and sale of Products to Licensee;
and such definitive manufacturing and supply agreement shall include, among
other things, a mutually agreeable forecasting mechanism for the Products, as
well as a price per wafer (or, if mutually agreed, per device) to be paid by
Licensee to Licensor in connection with the purchase and sale of such Products.
The price(s) to be paid by Licensee to Licensor with respect to each Product
shall be negotiated periodically, to reflect manufacturing yields, production
volumes and production and overhead costs relating to the manufacture of the
Products.  Each such price shall then be agreed upon in writing between
Licensor and Licensee.

                                   Page-7
<PAGE>
9.  Confidentiality.  Each party recognizes the importance to the other of the
other's proprietary information.  In particular, Licensee recognizes that the
Technology and other of Licensor's proprietary information (and the
confidential nature thereof) are critical to the business of Licensor and that
Licensor would not enter into this Agreement without assurance that such
Technology and information and the value thereof will be protected as provided
in this Section 9 and elsewhere in this Agreement.

Accordingly, each party agrees as follows:

    9.1  The receiving party agrees (i) to hold the disclosing party's
         proprietary information in confidence and to take reasonable
         precautions to protect such proprietary information (including,
         without limitation, all precautions the receiving party employs with
         respect to its confidential materials), (ii) not to divulge (except
         pursuant to a sublicense expressly authorized in this Agreement) any
         such proprietary information or any information derived there from to
         any third person, (iii) not to make any use whatsoever at any time of
         such proprietary information except as expressly authorized in this
         Agreement, and (iv) not to remove or export or re-export any such
         proprietary information or any direct product thereof except in
         compliance with all licenses and approvals required under applicable
         U.S. and foreign export laws and regulations.  Any employee given
         access to any such proprietary information must have a legitimate
         "need to know" and shall be similarly bound in writing.  Without
         granting any right or license, the disclosing party agrees that the
         foregoing clauses (i), (ii) and (iii) shall not apply with respect to
         information the receiving party can document (i) is in or (through no
         improper action or inaction by the receiving party or any agent or
         employee) enters the public domain, or (ii) was rightfully in its
         possession or known by it prior to receipt from the disclosing party,
         or (iii) was rightfully disclosed to it by another person without
         restriction, or (iv) was independently developed by it by persons
         without access to such information and without use of any proprietary
         information of the disclosing party.  The receiving party must
         promptly notify the disclosing party of any information it believes
         comes within any circumstance listed in the immediately preceding
         sentence and will bear the burden of proving the existence of any such
         circumstance by clear and convincing evidence.  Each party's
         obligations under this Section 9.1 (except under clause (iv) of the
         first sentence) shall terminate two years after the date of this
         Agreement.

    9.2  Immediately upon termination of the receiving party's license under
         Section 11, the receiving party will turn over to the disclosing party
         all proprietary information of the disclosing party and all documents
         or media containing any such proprietary information and any and all
         copies or extracts thereof.

                                   Page-8
<PAGE>
    9.3  The receiving party acknowledges and agrees that due to the unique
         nature of the disclosing party's proprietary information, there can be
         no adequate remedy at law for any breach of its obligations hereunder,
         that any such breach may allow the receiving party or third parties to
         unfairly compete with the disclosing party resulting in irreparable
         harm to the disclosing party, and therefore, that upon any breach or
         threat thereof, the disclosing party shall be entitled to appropriate
         equitable relief (without the posting of any bond) in addition to
         whatever remedies it might have at law and to be indemnified by the
         receiving party from any loss or harm, including, without limitation,
         lost profits and attorneys' fees, in connection with any breach or
         enforcement of the receiving party's obligations hereunder or the
         unauthorized use or release of any such proprietary information.  The
         receiving party will notify the disclosing party in writing
         immediately upon the occurrence of any such unauthorized release or
         other breach.  Any breach of this Section 9 will constitute a material
         breach of this Agreement.

10.  No Restriction on Competition; Nonsolicitation.  Nothing in this Agreement
shall be deemed to prohibit Licensee from developing, making, using, marketing
or otherwise distributing or promoting products competitive with Products
produced hereunder, provided that Licensee does not breach any provision of
Section 9 in doing so.  However, so long as Licensor is required to provide
improvements of the Technology to Licensee under this Agreement and for one
year thereafter, neither party will solicit any employee or consultant of the
other to leave the employ of the other.

11.  Patent Matters.

    11.1  Licensor retains the sole right and discretion, but not the
          obligation, to file and prosecute patent applications and maintain
          patents in the Territory relating to the Technology or any
          improvements made by Licensor.  At Licensee's request, Licensor will
          discuss its decision on these matters with Licensee, but Licensee
          will not attempt to file or prosecute any such patent applications or
          maintain any such patents except as Licensor may, at its sole
          discretion, approve in writing.

          Any improvements to Technology (whether or not patentable or
          copyrightable) that either party develops shall be owned solely by
          such party.  Such party shall have the right, at its own expense and
          solely in its own name, to apply for, prosecute and defend its
          intellectual property rights with respect thereto.  Licensee agrees
          to place on all Products in a proper manner all reasonable patent and
          patent application markings requested by Licensor.

                                   Page-9
<PAGE>
    11.2  If Licensee becomes aware of any product or activity of any third
          party that involves infringement or violation of any Licensor patent
          or other Proprietary Right in the Territory, then Licensee shall
          promptly notify Licensor in writing of such infringement or
          violation.  Licensor may, in its discretion, take or not take
          whatever action it believes is appropriate.  If Licensor elects to
          take action, Licensee will fully cooperate therewith at Licensor's
          expense.  If Licensor initiates and prosecutes any such an action
          under this Section 11.2, all legal expense (including court costs and
          attorneys' fees) shall be borne by Licensor and Licensor shall be
          entitled to all amounts awarded by way of judgment, settlement or
          compromise.

    11.3  Except for claims of Hyundai regarding US patents 4,460,416 ;
          5,561,385 ; 5,594,765 ; 5,351,217, Licensor represents and warrants
          that it is not aware of infringement or potential infringement issues
          regarding the Technology that have not been communicated to Licensee
          in writing before execution of this Agreement. If a third party
          raises legally justifiable claims against Licensee for infringement
          by the Technology, Licensor will, at its option and its own cost
          undertake reasonable steps to either (i) obtain for Licensee a right
          to use the Technology or (ii) to modify the Technology to become non-
          infringing. Licensor, however, shall not be obligated to undertake
          any action under this Section 11.3 which would cause initial costs
          exceeding Euro 500.000.- or 1% of sales of Licensee whichever is
          greater but shall in no event be liable in excess of 5.000.000.-
          (five million) Euro. Licensor and Licensee agree to work
          cooperatively regarding issues concerning patents and Proprietary
          Rights and similar matters and to exercise reasonable business
          judgment in carrying out the objects of this Agreement to avoid
          exposing either party to liability under patent or similar laws in
          any of the countries in the Territory.

12.  Term and Termination.

    12.1  Unless terminated pursuant to Section 12.2, this Agreement will
          remain in effect from the effective date of this Agreement through
          and including December 31, 2005; provided, however, that on or before
          December 31, 2003, and at two-year intervals thereafter, Licensor and
          Licensee shall meet to review their relationship and consider in good
          faith extending by additional periods of two (2) years each the
          period through which this Agreement shall remain in effect.  Any such
          agreement between Licensor and Licensee to extend the duration of
          this Agreement shall be evidenced by a written agreement between
          Licensor and Licensee regarding such extension.

    12.2  If a party breaches a material provision of this Agreement, the other
          party may terminate this Agreement upon 30 days' notice, unless the
          breach is cured within the notice period.

                                   Page-10
<PAGE>
    12.3  In the event of any termination of this Agreement, the License
          granted to Licensee under this Agreement shall terminate and
          Licensor's obligations to negotiate or provide goods, services,
          facilities, technology or information shall cease, but all other
          provisions of this Agreement will continue in accordance with their
          terms (except that if the termination is on account of a breach by
          Licensor, the license granted to Licensor in Section 5 shall
          terminate and the License granted to Licensee in Section 2 will
          continue for Technology licensed as of the termination date).  Any
          licenses surviving termination may be terminated by the granting
          party in the same manner as provided in Section 12.2 if the other
          party breaches a material surviving provision of this Agreement.

    12.4  Neither party shall incur any liability whatsoever for any damage,
          loss or expenses or any kind suffered or incurred by the other
          arising from or incident to any termination of this Agreement (or any
          part thereof) by such party which complies with the terms of the
          Agreement whether or not such party is aware of any such damage, loss
          or expenses.

    12.5  Termination is not the sole remedy under this Agreement and, whether
          or not termination is effected; all other remedies will remain
          available, including good faith negotiations on the return of some of
          or all of Licensee Shares owned by Licensor prior to breach by
          Licensor of this agreement as set forth in Section 12.2 of this
          agreement taking into account contributions made by Licensor to
          Licensee as Technology or otherwise.

13.  Incidental and Consequential Damages.  Except for bodily injury of a
person, neither party will be liable under any contract, negligence, strict
liability or other theory for any indirect, punitive, incidental or
consequential damages with respect to any subject matter of this agreement
except a breach of Section 9.

14.  Publicity.  All notices to third parties and all publicity concerning the
terms and conditions of this Agreement shall be jointly planned and coordinated
by the parties.  Licensor and Licensee shall mutually agree upon a press
release regarding the subject matter of this Agreement, which press release
shall announce Licensee's acquisition of a twenty percent (20%) equity
position in Licensee, and shall reference the value of the know-how and the
License provided by Licensor to Licensee hereunder; and which press release
shall be issued within ten (10) days following the execution of this Agreement.

15.  Independent Contractors.  The parties are independent contractors and not
partners, joint ventures or otherwise affiliated and neither has any right or
authority to bind the other in any way.

16.  Assignment.  The rights and obligations of the parties under this
Agreement may not be assigned or transferred (and any attempt to do so will be
void), except this Agreement and the rights and obligations hereunder may be
assigned to an acquirer of all or substantially all the assets, business or
stock of a party.

                                   Page-11
<PAGE>
17.  Miscellaneous.

    17.1  Amendment and Waiver.  Except as otherwise expressly provided herein,
          any provision of this Agreement may be amended and the observance of
          any provision of this Agreement may be waived (either generally or
          any particular instance and either retroactively or prospectively)
          only with the written consent of the parties.

    17.2  Governing Law and Legal Actions.  This Agreement shall be governed by
          and construed under the laws of Switzerland without regard to the
          United Nations Convention on Contracts for the International Sale of
          Goods.  In any action or proceeding to enforce rights under this
          Agreement, the prevailing party shall be entitled to recover costs
          and attorneys' fees.

    17.3  Headings.  Headings and captions are for convenience only and are not
          to be used in the interpretation of this Agreement.

    17.4  Notices.  Notices under this Agreement shall be sufficient only if
          personally delivered, delivered by a major commercial rapid delivery
          courier service or mailed by certified or registered mail, return
          receipt requested to a party at its addresses set forth in the
          signature block below or as amended by notice pursuant to this
          subsection.  If not received sooner, notice by mail shall be deemed
          received 5 days after deposit in the mails.

    17.5  Entire Agreement.  This Agreement supersedes all proposals, oral or
          written, all negotiations, conversations, or discussions between or
          among the parties relating to the subject matter of this Agreement
          and all past dealing or industry custom.

    17.6  Warranty Disclaimer.  Except as expressly provided in Section 11,
          Licensee acknowledges and agrees that the technology is licensed and
          provided "as-is" and Licensor makes no warranty with respect to any
          Technology, goods, services, rights or other subject matter of this
          Agreement and hereby disclaims warranties of merchantability, fitness
          or a particular purpose and noninfringement with respect to any and
          all of the foregoing.

    17.7  Arbitration.  Any disputes that may arise in connection with this
          Agreement or its validity or interpretation shall exclusively and
          finally be settled under the arbitration rules (hereinafter referred
          to as the "Rules") of the International Chamber of Commerce, Paris,
          by three (3) arbitrators appointed in accordance with the Rules.  The
          seat of arbitration shall be Zurich, Switzerland.  The procedural law
          of Zurich, Switzerland shall apply where the Rules are silent.  The
          language to be used in any such arbitration procedure shall be
          English.  The final ruling of the arbitrators in any such matter
          shall be conclusive, binding and non-appealable, and may be enforced
          by any court of competent jurisdiction.

                                   Page-12
<PAGE>
    17.8  Force Majeure.  Neither party hereto shall be responsible for any
          failure to perform its obligations under this Agreement (other than
          obligations to pay money or obligations under Section 9) if such
          failure is caused by acts of God, war, strikes, revolutions, lack or
          failure of transportation facilities, laws or governmental
          regulations or other causes that are beyond the reasonable control of
          such party.  Obligations hereunder, however, shall in no event be
          excused but shall be suspended only until the cessation of any cause
          of such failure.  In the event that such force majeure should
          obstruct performance of this Agreement for more than six (6) months,
          the parties hereto shall consult with each other to determine whether
          this Agreement should be modified.  The party facing an event of
          force majeure shall use its best endeavors in order to remedy that
          situation as well as to minimize its effects.  A case of force
          majeure shall be notified to the other party by telex or telefax
          within five (5) days after its occurrence and shall be confirmed by a
          letter.

    17.9  Export Control.  Each party shall comply with all applicable export
          laws, restrictions, and regulations of any United States or foreign
          agency or authority and will not export or re-export, or authorize
          the export or re-export of any product, technology or information it
          obtains or learns pursuant to this Agreement (or any direct product
          thereof) in violation of any such laws, restrictions or regulations.

    17.10  Severability.  If any provision of this Agreement is held illegal,
           invalid or unenforceable by a court of competent jurisdiction, that
           provision will be limited or eliminated to the minimum extent
           necessary so that this Agreement shall otherwise remain in full
           force and effect and enforceable.

    17.11  No Implied License.  Each party recognizes that Licensor grants no
           license, by implication or otherwise, to Licensee except for the
           License expressly set forth in this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this agreement to be
executed by their duly authorized representatives as of the day and year first
above written.

LICENSOR:
INFINEON TECHNOLOGIES AG

By: /S/  Juergen Scholz                          /S/   Harald Eggers
   ----------------------------                  ------------------------------
Title: Director and General Manager             Sr. V.P. and General Manager
       Embedded and Graphics Memories
Address: Thomasiusplatz                         Address: Thomasiusplatz
         D-81541 Munich                                  D-81541 Munich

LICENSEE:
ENHANCED MEMORY SYSTEMS, INC.

By: /S/ L. David Sikes
   -------------------------
Title:  President and CEO
Address: 1850 Ramtron Drive
         Colorado Springs, CO  80921

                                   Page-13
<PAGE>

                                  EXHIBIT A
                                      TO
                                  AGREEMENT

                               Product Roadmap
                               ---------------

        **

                                   Page-14
<PAGE>

                                  EXHIBIT B
                                     TO
                                  AGREEMENT

                 Licensor DRAM Products for Technology Transfer


The Licensor DRAM Product to be provided by Infineon Technologies for each
technology in case of Technology Transfer will represent the respective
technology and will enable the Licensee Enhanced Memory System to design
Integrated Circuit Products for this technology. The representative DRAM
product will be selected separately for each technology by good faith
discussion between Licensor and Licensee  and will be entrusted the Licensee
Enhanced Memory System with the documents as defined in Exhibit C.


                                   Page-15
<PAGE>

                                  EXHIBIT C
                                      TO
                                  AGREEMENT

                                  Documents

Product Description
Product design database (GDS-II database)
Design manual
Design rules
Spice models
Process overview information
Test mode implementation and use information
Test program and related specifications
Qualification reports for representative product and process
Specifications, documentation for representative product
Schematics (as available)

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             AMENDMENT TO THE LICENSE AGREEMENT BETWEEN ENHANCED
               MEMORY SYSTEMS INC. AND INFINEON TECHNOLOGIES AG

EMS agrees that Infineon may assign and transfer the Shares received under the
Agreement dated February 4, 2000 at any time and without prior consent of EMS
or any of EMS' shareholders to any of Infineon's Affiliates.

"Affiliate" shall mean any company directly or indirectly owned or controlled
by Infineon. Ownership or control shall exist through the direct or indirect
ownership of more than fifty (50) % of the nominal value of the issued equity
share capital or other voting ownership or equity interest of more than 50 % of
the participation giving entitlement to vote at the election of directors or
persons per-forming similar functi-ons, or the right by any other means to
elect or appoint directors or persons performing similar functions.

Enhanced Memory Systems Inc.             Infineon Technologies AG:

By:  /S/ L. David Sikes                  By:  /S/  Juergen Scholz
   --------------------------               ---------------------------
Title: President and CEO                 Title:  Director and General Manager
                                                 Embedded and Graphics Memories
Address:  1850 Ramtron Drive             Address:  Thomasiusplatz
          Colorado Springs, CO 80921               D-81541 Munich
Date:  January 31, 2000                  Date:  February 4, 2000


By:  /S/ Craig W. Rhodine                By:  /S/  Harald Eggers
   --------------------------               ---------------------------
Title: VP/General Manager                Title:  Sr. VP/General Manager
Address:  1850 Ramtron Drive             Address:  Thomasiusplatz
          Colorado Springs, CO 80921               D-81541 Munich
Date:  January 31, 2000                  Date:  February 4, 2000

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