<PAGE>

                                     AGREEMENT

       THIS AGREEMENT is entered into as of the Effective Date, between SAMSUNG
ELECTRONIC CO. LTD. with a principal place of business located at San #24
Nongseo-Ri, Kiheung-Eup Yongin-City, Kyungki-Do, KOREA 449-900 ("SEC"), and
SILICON STORAGE TECHNOLOGY, INC. located at 1171 Sonora Court, Sunnyvale,
California, U.S.A. ("SST").

WHEREAS, SST has designed and developed SST Technology (as defined hereinafter),

WHEREAS, SST is the owner of SST Intellectual Property Rights (as defined
hereinafter),

WHEREAS, SEC desires to obtain from SST a non-exclusive, personal,
non-transferable, world-wide license to use, make, sell, and distribute the
products containing SST Technology for design of Embedded Products (as
defined hereinafter); SST agrees to grant to SEC such nonexclusive,
world-wide license to SEC in accordance with the terms and conditions set
forth in this Agreement,

WHEREAS, SST's grant of right to use SST Technology by SEC's ASIC customers
shall be limited to design of the Embedded Product (as defined hereinafter)
by SEC for such ASIC customers for manufacture by SEC, and such right
prohibit transfer of technology, or any part of SST Intellectual Property
Rights to any third party,

WHEREAS, SST desires to purchase from SEC high density NAND flash memory IC
and SEC desires to supply SST with such products.

WHEREAS, SST desires to obtain foundry capacity for SST Products (as defined
hereinafter) and SEC agrees to provide such capacity to SST.

NOW THEREFORE, the parties hereto agree as follows:

                                     ARTICLE I

                                    DEFINITIONS

       1.0    "SST Technology" shall mean [  *  ], including but not limited
              to [  *  ],


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        1.

<PAGE>

              [  *  ].

       1.1    In the evolution of the product designs and the manufacturing
              process that incorporate elements of the SST Technology, there may
              be modifications made, after the execution of this Agreement,
              which are improvements of the original SST Technology.  These
              incremental improvements or modifications made to the SST
              Technology by SEC, shall be known as "SEC Improvement."

       1.2    In the evolution of the product designs and the manufacturing
              process that incorporate elements of the SST Technology, there may
              be modifications made, after the execution of this Agreement,
              which are improvements of the original SST Technology.  These
              incremental improvements or modifications made to the SST
              Technology by SST, shall be known as "SST Improvement."

       1.3    SEC Improvement and SST Improvement shall be collectively called
              "Improvements."

       1.4    The "Embedded Product" shall mean a product having one or more
              Flash Cells which was designed by SEC or its authorized
              subcontractor under non-disclosure agreement with SEC to safeguard
              SST, for SEC or according to the SEC's customer specification, and
              incorporate substantial elements of the SST Technology and its
              improvements.  This product shall not include memory only
              products, i.e.  the sole purpose or function of which is for the
              storage and retrieval of data or information and used as
              standalone memory products.  Embedded Product shall be ASIC or
              microcontroller type product with SST Technology presented to the
              SEC customers only in a form of specifications.  GDSII layout data
              base, circuit designs, schematics and related data of SST
              Technology shall not be disclosed to Embedded Product customers'
              nor to SEC Subcontractors' SEC agrees to enter into a non-
              disclosure agreement with ASIC customers, to maintain in
              confidence the SST Intellectual Property Rights.  The right to
              enforce the non-disclosure agreement is assigned to SST. The
              percentage of the Flash Area relative to Embedded Product area
              shall not exceed [  *  ]

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        2.

<PAGE>

              [  *  ].

       1.5    The "SST Product" shall mean standalone memory products or a logic
              product with embedded SST Technology designed by SST or for SST by
              a third party incorporating SST Technology, or an Embedded Product
              designed for SST by SEC.

       1.6    "Flash Cell" shall mean a nonvolatile memory cell for storage of
              single bit based upon the SST Technology.

       1.7    "Flash Area" shall  mean the total area of the embedded SST
              Technology.  The Flash Area shall include Flash Cell array,
              addressing, decoding, sensing, charge pump, and all related
              circuits required for the operation of the embedded block.

       1.8    "SST Intellectual Property Rights" shall mean all patents,
              copyrights, mask work rights, and trade secrets subsisting in or
              covering the SST Technology, which are owned by SST or to which
              SST has the right to grant the rights and license granted herein,
              now or hereafter during the term of the Agreement.  SST
              Intellectual Property Rights include, but is not limited to,
              patents covering Flash Cells and memory circuits, and methods of
              operation and manufacturing thereof, mask work rights in the
              layout of the Flash Cells and memory circuits, copyrights in the
              net list, and confidential information in cell design layout,
              design rules, and process flow architecture.

       1.9    "Selling Price" shall mean actual price billed to end-user
              customer by SEC for Embedded Product sold less amount for
              authorized returned material.  This price is different from list
              price, marketing and sales quoted price, etc. which may not be the
              actual price billed to the customer.

       1.10   "Proprietary Information" shall mean any information controlled by
              a party hereto identified as proprietary and/or confidential and
              disclosed to the other party according to this Agreement.  Written
              Proprietary Information shall be clearly marked "CONFIDENTIAL" or
              "PROPRIETARY".  All oral disclosures of Proprietary Information
              shall be identified as such prior to disclosure and confirmed

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        3.

<PAGE>

              in writing, or email, by the disclosing party within thirty (30)
              days of the oral disclosure.  In case of disagreement, the
              receiving party must make a written objection thereto within
              thirty (30) days after receipt of the information.  The
              Proprietary Information shall not include information that: (1) is
              now or subsequently in the public domain or otherwise becomes
              available to the public other than by breach of this Agreement by
              the receiving party; (2) has been rightfully in the receiving
              party's possession prior to receipt from the disclosing party with
              the receiving party having the burden of proof; (3) is rightfully
              received by the receiving party from a third party; or (4) is
              independently developed by the receiving party without use of any
              proprietary information or trade secrets of disclosure with the
              receiving party having the burden of proof.

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

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

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        4.

<PAGE>

                                     ARTICLE II

                                       GRANT

       2.0    Subject to the terms and conditions of this Agreement, and during
              the term of such Agreement SST grants SEC and SEC's Subsidiary
              under SST Intellectual Property  Rights, a world wide, non-
              exclusive, personal, non-transferable license and right (without
              the right to sublicense) to design (for itself or for its
              customers) and have designed by SEC Subcontractors Embedded
              Products, manufacture at SEC owned wafer manufacturing plants such
              designed Embedded Products, sell the manufactured Embedded
              Products.  Use of the license granted herein, shall not constitute
              a right to sublicense the technology to any party for
              manufacturing of Embedded Products, or any other products using
              SST Technology outside of SEC's foundry sites.

       2.1    In consideration of the license set forth in paragraph 2.0, SEC
              shall pay license fee and royalty described in Article (III).  In
              further consideration of the license granted herewith, [  *  ] as
              described in paragraph 4.0 and [  *  ] as described in
              paragraph 4.1.

       2.2    SEC shall not use a minimum Flash Cell size for its Embedded
              Products less than the minimum Flash Cell size used in SST Product
              manufactured at SEC. The number of Flash Cells in each Embedded
              Product shall not exceed [  *  ] unless a waiver letter is
              obtained from SST. [  *  ].

       2.3    SEC further agrees to assume responsibility for material costs of
              developing [  *  ] SST Technologies, including [  *  ].

       2.4    This agreement is only for [  *  ] generation of SST Technology.
              For development and licensing of technology geometry below [ * ],
              both parties shall negotiate in good faith to reach a separate
              agreement.

       2.5    SST and SEC shall negotiate in good faith the right

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        5.

<PAGE>

              for SEC to provide foundry capacity for licensees of SST
              Technology [  *  ].

       2.6    SEC shall [  *  ] provide SST with layout design data base,
              schematics of circuit designs, specifications of SST Technology
              embedded ASIC blocks, and provide documentation relating to SEC
              Improvements as soon as possible, in order to keep SST informed of
              latest SST Technology based blocks for Embedded Products and to
              allow SST to use such material in SST Products.

       2.7    Both parties agree that the objective of establishing SST
              Technology for both [ * ] geometry would be to yield similar
              design rules and device specification to allow SST to keep the
              same design (GDSII data base) manufactured at both SEC and SST's
              other foundries.  If any process incompatibility should develop
              that would cause the original working design to require
              modifications, SEC has agreed to make process changes necessary to
              make the same design manufacturable at SEC, without any added cost
              to SST.

       2.8    Both Parties agree to negotiate, in good faith, extending the
              relationship to include [  *  ].

       2.9    SST shall provide-SEC with the deliverables and technical
              assistance as specified in Exhibits A and B.

                                    ARTICLE III

                              LICENSE FEE AND ROYALTY

       3.0    SEC shall pay SST a license fee of [  *  ] total, net of taxes
              from Korean government, in two equal payments of [  *  ]  each.
              The first payment shall be due upon signing the Agreement and
              clearance from Korean government, which is not expected to take
              more than thirty (30) days.  The second payment shall be due upon
              meeting certain milestone described in Exhibit "A".  Unless
              otherwise specified, payment will be due and payable

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        6.

<PAGE>

              by SEC within thirty (30) days after the satisfaction of the
              applicable milestone and the receipt of the corresponding invoice
              from SST.

       3.1    SEC shall pay SST a royalty for the licenses granted herein, which
              royalty shall be a certain percentage of Selling Price of any
              Embedded Product sold by SEC, in accordance with the schedule
              below;

              A)     [  *  ]

              B)     [  *  ]

       3.2    In the event that as a result of embedding high density of SST
              Technology in Embedded Products a significant direct competition
              to SST's memory product business is created, both parties agree to
              negotiate in good faith for reaching an equitable solution.

       3.3    Royalty payments shall be made semi-annually within thirty (30)
              days after close of each calendar six months, and shall be
              accompanied by a report setting [  *  ].  In connection with this
              royalty, the sales records of SEC shall be available for
              inspection by SST's internal or independent auditors during usual
              business hours for the sole purpose of verifying said reports at
              SST's expenses provided such audit takes place during normal
              business hours.  In the event any such audit shall disclose that
              such-royalty has been underpaid by more than [  *  ] SEC shall
              bear the cost of that audit.

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        7.

<PAGE>

                                     ARTICLE IV

                              FOUNDRY AND MASS STORAGE

In consideration of the license granted herein, the following relationships
shall be established between SST and SEC:

       4.0    SEC shall provide guaranteed wafer foundry capacity for SST
              Products in accordance with schedule below.



              [  *  ]          [  *  ]       [  *  ]       [  *  ]       [  *  ]
              ------------------------------------------------------------------
              [  *  ]          [  *  ]       [  *  ]       [  *  ]       [  *  ]
              [  *  ]          [  *  ]       [  *  ]       [  *  ]       [  *  ]

              [  *  ]

              SEC further agrees to [  *  ] .

              [  *  ].

       4.1    [  *  ].

                                     ARTICLE V

                                   CROSS LICENSE

       5.0    Title to all intellectual property rights relating to SST
              Improvements under this Agreement shall be owned by SST, and all
              expenses incurred in obtaining and maintaining such rights shall
              be borne by SST.

       5.1    SEC will receive, as soon as possible, updated SST Improvement and
              improvements that SST is entitled to grant from other licensing
              agreements associated with the SST Technology without additional
              fee or royalty.  SST and SST's Subsidiaries will receive a paid
              up, unrestricted license including the right to

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        8.

<PAGE>

              grant sublicenses to all SEC Improvement.

       5.2    Title to all intellectual property rights relating to SEC
              Improvements under this Agreement shall be owned by SEC, and all
              expenses incurred in obtaining and maintaining such rights shall
              be borne by SEC. Subject to the limitation on SEC's sublicense
              under the Agreement, either party has the right to license such
              SEC Improvement to third parties.  In case SEC elects not to seek
              or maintain legal protection for any such invention or improvement
              in any particular country or territory, SST shall have the right
              to seek protection at its sole expenses and for its sole benefit
              and shall have full control over the prosecution and maintenance
              thereof, provided that SST shall grant to SEC [  *  ].

                                     ARTICLE VI

                                      WARRANTY

       6.0    SST warrants and represents that it has the right and authority to
              convey and grant the license as set forth herein.

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

       6.2    SST represents that to the best of its knowledge the SST
              Technology provided by SST under this Agreement does not infringe
              upon any third party's patents, copyrights, or trade secrets and
              that it has not been duly notified by any patent holders of any
              assertion of patent infringement by using SST Technology, [  *  ].

       6.3    SST agrees to indemnify, hold harmless and defend SEC from and
              against any and all equitable actions, damages, costs and expenses
              incurred by SEC in connection with a claim which, if true, would
              constitute a breach of SST's warranty set forth

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        9.

<PAGE>

              under Sub-Section 6.0 hereof, provided SST has been given prompt
              notification and reasonable assistance from SEC, and SST has sole
              control over legal action. [  *  ] under the law of the United
              States or any copyright, trade secret right of the United States
              or any other jurisdiction, SST may, at its sole option and expense
              (up to the limit set forth in paragraph 6.4 hereof), procure for
              SEC the right to continued use of SST Technology as provided
              hereunder, or modify the allegedly infringing item such that it is
              no longer infringing, or replace the allegedly infringing item,
              within sixty (60) days after adjudication, provided however, that
              such equitable actions, damages, cost and expense is not incurred
              by SEC Technology.

       6.4    Neither party shall be liable to the other for any incidental,
              indirect or consequential damages arising out of or in connection
              with this Agreement.  In no event shall either party be liable to
              the other for damages, in the aggregate, greater than [  *  ].
              Furthermore, SEC agrees to hold SST harmless from any-cause of
              action arising out of, as a result of, or in connection with, any
              dispute between SEC and its customers, except to the extent such
              dispute arises from a breach by SST of its contractual obligation
              to SEC under this Agreement, including a breach by SST of its
              warranty under Sub-Section 6.0, and provided that SST fulfills its
              obligation under Sub-Section 6.3.

       6.5    SEC shall provide SST with SEC's standard warranties on NAND flash
              memory and Embedded Products sold to SST. Such warranties shall
              include, warranty that the NAND product is free from infringement
              of patents under the laws of the United States, or copyright,
              trade secret right of any party in the United States or any other
              jurisdiction.  SEC further warrants that if any third party asks
              SST for royalty for the compensation of using such third party's
              patents alleging the infringement by the NAND flash memory
              integrated circuits sold by SEC to SST, SEC shall be responsible
              for such royalty.

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        10.

<PAGE>

              Above warranty is limited to the NAND flash memory integrated
              circuits only provided by SEC. In the event SEC flash memory
              integrated circuits provided by SEC to SST are combined with other
              products such as controller which is not provided by SEC, SEC is
              not responsible for the patent claims or legal actions based on
              patent infringement by any third party [  *  ] relating to such
              combination.  In any event SEC's whole responsibility shall not
              exceed prices of such NAND flash memory integrated circuits paid
              by SST to SEC.

       6.6    SEC agrees to indemnify, hold harmless and defend SST from and
              against any and all equitable actions, damages, costs and expenses
              incurred by SST in connection with the design of the Embedded
              Product, the manufacturing of the Embedded Product, the sale of
              the Embedded Product and the use thereof by SEC customers,
              provided however, that such equitable actions, damages, cost and
              expense is not incurred by breach of SST Technology.

       6.7    SEC agrees to indemnify, hold harmless and defend SST from and
              against any and all equitable actions, damages, costs and expenses
              incurred by SST in connection with a claim which, if true, would
              constitute a breach of SEC's warranty set forth under
              Sub-Sections 6.5 hereof, provided SEC has been given prompt
              notification and reasonable assistance from SST, and SEC has sole
              control over the legal action.

                                     ARTICLE VII

                                TERM AND TERMINATION

       7.0    This Agreement shall remain in full force and effect for [  *  ]
              years from the Effective Date, unless earlier terminated as
              provided elsewhere herein.  Both parties shall negotiate in good
              faith for renewed terms and conditions at least six (6) months
              prior to the expiration of this Agreement.  If neither of the
              parties hereto gives six (6) months prior notice before the
              expiration date of this Agreement, then this Agreement shall be
              extended for one (1) year each time.  Upon termination, all
              tangible Proprietary Information shall be returned

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        11.

<PAGE>

              or destroyed according to the instruction of the disclosing party.

       7.1    This Agreement may be terminated by either party if the other
              party (1) breaches any material provision of this Agreement and
              does not cure or remedy such breach within thirty (30) days after
              receipt of the notice of breach from the other party; (2) becomes
              the subject of a voluntary or involuntary petition in bankruptcy
              or any proceeding relating to insolvency, receivership,
              liquidation, or composition for the benefit of creditors if such
              petition or proceeding is not dismissed with prejudice within
              sixty (60) days after filing.  Termination of this Agreement shall
              be effective 30 days after issuance of a written notice of
              termination to the other party by the non-defaulting party.  In
              the event SST becomes bankrupt, or a trustee is otherwise
              appointed for SST, SEC shall have the right to maintain the rights
              and licenses provided for in this Agreement, provided it continues
              to make the royalty payments provided for herein.

       7.2    After effective termination of this Agreement by either party in
              accordance with Section VII hereof, SEC shall cease and desist all
              use of the license except for the performance of its obligations
              to customers, which are incurred before termination of this
              Agreement.  The obligation and duties of both parties under this
              Agreement for existing products at the time of termination shall
              survive the termination of this Agreement.

       7.3    Upon the breach by either party to this Agreement of any provision
              of this Agreement, the non-breaching party shall have the right to
              pursue all available remedies at law or in equity it may elect, in
              order to obtain the benefits provided pursuant to this Agreement,
              or to obtain adequate resource or compensation.

       7.4    The termination of the license granted under this Agreement, by
              expiration or otherwise, shall not release one party from any of
              its obligations or liabilities therefore incurred, or rescind or
              give any rights to rescind, anything done or any payment

-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        12.

<PAGE>

              made or other consideration given theretofore to the other party
              under this Agreement, provided that SEC will have such rights,
              under such license, after any such termination or expiration, as
              are necessary for SEC to (a) supply replacement products for any
              defective Embedded Product units sold by SEC on or prior to the
              date of such termination or expiration, and (b) supply Embedded
              Products under, and pursuant to the terms of, commitments of SEC
              to third parties, for a period of one year thereafter, and (c)
              dispose of inventory of Embedded Products under SEC's control as
              of the date of such termination or expiration.  In no event shall
              SEC have the right to commit to supply Embedded Products to new
              product design, for the purpose of sub-paragraph(c) herein, new
              product designs do not include products which have been taped out,
              masking plates have been made for them, and such proof of
              existence is provided by SEC to SST no later than thirty (30) days
              after termination of the Agreement.  SEC will provide SST a
              statement of inventory at this point in time, as well as an
              estimate of time required to dispose of said inventory.  SEC shall
              cause to be issued an irrevocable letter of credit issued by a
              commercial bank equal to the amount of royalty based upon the
              inventory.  SEC will fulfill all royalty obligations for material
              described in (a), (b) and (c).  No failure or delay on the part of
              non-breaching party in exercising its right to terminate for any
              one or more default shall be construed to prejudice its rights of
              termination for such or for any other or subsequent default.

       7.5    The provisions of [  *  ] shall survive any termination or
              expiration of this Agreement for any reason.

                                    ARTICLE VIII

                                   MISCELLANEOUS

       8.0    SEC and SST shall schedule management review meetings twice a year
              to assess the progress of the relationship, deal with any
              unresolved problems, and develop strategic plans for continued
              joint effort. Specific areas of discussion are to include: [  *  ]


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        13.

<PAGE>

              [  *  ]; 6) other topics as required and proposed by either party
              toward the continued achievement of the business objectives
              represented by this Agreement.

       8.1    SEC shall put a label or writing which reads "This product
              incorporates SuperFlash-Registered Trademark- technology licensed
              from Silicon Storage Technology, Inc. (SST)," for all Embedded
              Products sold by SEC, having font, size and layout solely
              determined by SEC but shall be readable with a naked eye of a
              typical person, at a prominent location on the data sheet, product
              brochure and promotion material of all Embedded Products.

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

       8.3    This Agreement shall be governed by and construed in accordance
              with the laws of the state of California.  In the event of any
              dispute arising out of or in connection with this Agreement which
              cannot be amicably settled by the parties hereto, the parties
              agree to submit any such dispute to binding arbitration to be
              conducted in California in accordance with the then prevailing
              rules for the commercial arbitration of American Arbitration
              Association, and the decision of the arbitration panel shall be
              final and binding and may be entered as a judgment by a court of
              competent jurisdiction.  All information relating to or disclosed
              by any party in connection with the arbitration shall be treated
              by the parties and the arbitration panel as confidential
              information and no disclosure of such information shall be made by
              either party or the arbitration panel without the prior written
              consent of the disclosing party.  Each party shall equally bear
              the cost of the arbitration.

       8.4    No modification, alteration or amendment of this Agreement shall
              be effective unless in writing and duly signed by both parties.
              The terms and


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        14.

<PAGE>

              conditions of this Agreement constitutes the entire agreement and
              understanding of the parties with respect to the subject matter
              hereof, and supersede all previous communication, agreement,
              understanding, whether oral or written, between the parties
              regarding the same.

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

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

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

       8.8    No remedy conferred by any of the specific provisions of this
              Agreement is intended to be exclusive of any other remedy, and
              each and every remedy shall be cumulative and shall be in addition
              to every other remedy given hereunder or now or hereafter existing
              at law or in equity or by statue or otherwise.  The election of
              one or more remedies by either party shall not constitute a waiver
              of the right to pursue other available remedies.

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

       8.10   The parties understand and acknowledge the violation of the
              respective covenants and agreements contained herein may cause the
              other irreparable harm and damage, which may not be recovered by
              law, and each agrees that the other's remedies for a breach hereof
              may be in equity by way of injunctive relief, as well as for
              damages and any other relief available


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        15.

<PAGE>

              to the non-breaching party, whether in law or in equity.

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

       8.12   Any notice between the parities shall be made, by fax or mail, to
              the correspondent as follows:

              to SEC:

                     [  *  ]
       Address:      [  *  ]
                     [  *  ]
       Telephone:    [  *  ]
       Fax:          [  *  ]

              to SST:

                     [  *  ]
       Address:      [  *  ]
       Telephone:    [  *  ]
       Fax:          [  *  ]


                                   ARTICLE IX

                             PROPRIETARY INFORMATION

       9.0    Except that SEC exercises its license and rights hereunder, both
              parties agree to maintain Proprietary Information in confidence,
              not to make use thereof other than for the performance of this
              Agreement, to release it only to employees or SEC customers who
              have a reasonable need to know the same, and not to release or
              disclose it to any third party, without the prior written consent
              of the disclosing party.

       9.1    All Proprietary Information and any copies thereof


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        16.

<PAGE>

              shall remain the property of the disclosing party.  Upon
              expiration or termination of this Agreement, the receiving party
              shall return the original and all copies of tangible Proprietary
              Information at the request of the disclosing party.

       9.2    This Section shall survive the termination or expiration of this
              Agreement for a period of five (5) years.

       9.3    The terms and conditions of the Non-disclosure Agreement dated
              July 10, 1997 between the parties shall remain effective.  In the
              event the terms and conditions conflicts with this Agreement, this
              Agreement shall prevail.


IN WITNESS WHEREOF, the parties have caused this Letter of Intent to be executed
by respective duly authorized representatives as the date and year hereinabove
written above.

Signed:

SAMSUNG ELECTRONIC CO. LTD.               SILICON STORAGE TECHNOLOGY, INC.

By:    /s/ illegible                      By:    /s/ Bing Yeh
   ------------------------------------      ----------------------------------
Title: General Manager of Asia Business   Title: President and CEO
      ---------------------------------         -------------------------------
Date:  March 19, 1998                     Date:  March 19, 1998
     ----------------------------------        --------------------------------


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

                                        17.

<PAGE>


                                    EXHIBIT "A"

       [  *  ]




-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.


<PAGE>


                                    EXHIBIT "B"

A)   At SEC's request and subject to agreement of the parties on a mutually
convenient date, SST will provide an initial technical consultation to SEC at
SEC's facility, to be attended by appropriate engineering teams for each
company, and designed to provide an overview of the SST Technology. [  *  ].

B)   [  *  ];

a.   [  *  ]

b.   [  *  ]

c.   [  *  ]

d.   [  *  ]

e.   [  *  ]

f.   [  *  ]

g.   [  *  ]

h.   [  *  ]

i.   [  *  ]

j.   [  *  ]

k.   [  *  ]

l.   [  *  ]

(c)  Beginning with the manufacturing release for the Embedded Product, SST
shall provide [*] at SST or SEC (to be agreed by working groups) free of charge.
Additional consultation, if required, shall be billed by SST to SEC on the basis
of [  *  ].

Each party will bear the expenses of its travel to the other's facility incurred
in the course of such additional technical supporting and training.


-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.

<PAGE>

                                    EXHIBIT "C"

List of SEC Subsidiaries:

1.   None Listed

2.

3.

4.

5.

List of SST Subsidiaries

1.   None Listed

2.

3.

4.

5.



-------------------
*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities Exchange
Commission pursuant to rule 24B-2 of the Securities Exchange Act of 1934, as
amended.