DATARAM


                                       May 1, 2005



Mr. Hugh Tucker
451 Mountain Road
Laguna Beach, CA  92651

     Re:  Departure Agreement

Dear Hugh:

     I am writing to set forth our mutual understanding concerning your
departure from Dataram, even though that departure is not imminent:

   1.  As of May 1, 2005, you have been terminated as a vice president of
       Dataram Corporation.

   2.  Notwithstanding that termination, you will continue as an employee of
       the Corporation, serving in the position of a business development
       manager until October 28, 2005, or the date you become employed by
       another company, whichever shall first occur.  The date of your
       termination as an employee under this paragraph is hereafter referred
       to as the "Departure Date".

   3.  Prior to the Departure Date you will continue to receive your current
       salary (as of May 1, 2005) and be eligible to participate in all
       employee benefit plans, as they may exist at the Company during this
       time period.

   4.  Prior to the  Departure Date you agree to return to the Company all
       customer information in your possession, all customer lists, all
       contact lists and any other  Company property in your possession.

   5.  Whether or not you enter into employment with another company, Dataram
       agrees to retain you as a consultant for a twelve-month period
       commencing on the Departure Date during which time you will be paid
       compensation on a bi-weekly pro rata basis, an amount equal to your
       current salary (as of May 1, 2005) on a "gross" or "1099" basis, as
       you will become at that time an independent contractor for the Company
       and not an employee.

   6.  During this period of consultancy you agree to be available to
       officers of the Company and relevant employees of our marketing and
       sales department to answer questions and perform such assignments (not
       to exceed 10 hours a week) as you may be requested.

   7.  During the period of this consultancy, the Company will reimburse you
       for actual expenses you occur while serving on the Company's behalf
       provided that no expense shall be incurred by you without the prior
       written consent of the Company.

   8.  During the period of this consultancy you will not be entitled to
       participate in any of the Company's employee benefit plans.
       Notwithstanding the foregoing, if you request COBRA coverage from our
       health insurer, the Company will pay all amounts as may become due to
       the Company's health insurer for this COBRA coverage for up to 12
       months after the Departure Date.

   9.  You should understand that the occurrence of the Departure Date will
       trigger a 90-day period within which you must exercise your existing
       stock options or they will expire.

  10.  You agree that from the present time until the expiration of a 3-year
       period following your consulting service you will not, without the
       express prior written consent of the Company, disclose any trade
       secret or confidential information of the Company or any of its
       clients to any third party.

  11.  During the 12-month period after the Departure Date:

       (a)  Non-solicitation.  During the 12-month period after the Departure
            Date (and prior thereto while employed by the Company), you agree
            not to solicit any employee of the Company to leave his or her
            employment to take up employment with any other company for any
            reason.

       (b)  Non-competition.  During the same 12-month period you agree not
            to compete with the Company by accepting employment as an
            employee, agent, independent contractor, consultant, director or
            otherwise with any direct or indirect competitor of the Company
            or with any client of the Company for whom you have worked on
            behalf of the Company, without the express prior written consent
            of the Company, which consent may be withheld for any reason.
            "Direct" means an independent memory module manufacturer.

  12.  You acknowledge that any disclosure of Company trade secrets or
       confidential information or any breach of the agreement against non-
       solicitation of employees or breach of the agreement against
       competition will give rise to irreparable injury to the Company.  Such
       damage will be difficult to ascertain and the Company will be
       inadequately compensated by damages.  Accordingly, you agree that the
       Company may seek and obtain injunctive relief in addition to any other
       legal remedies which may be available.  Moreover you agree that should
       any provision of this agreement be violated by you in addition to all
       other remedies, the Company may rightfully terminate the above 12
       month consulting agreement without any further liability hereunder.

  13.  By accepting the terms of this letter you will have released and given
       up any and all claims against Dataram that you may have up to the date
       of this letter, including but not limited to claims of any kind under
       state or federal law based upon your employment by the Company and
       this agreement of termination, but not including claims to enforce the
       terms of this agreement.

                                            Sincerely,

                                            ROBERT V. TARANTINO

                                            Robert V. Tarantino
                                            Chairman and CEO

I agree to the foregoing terms.

HUGH F. TUCKER
______________________
Hugh F. Tucker