August 25, 1999


Mr. Donald G. Carrigan
425 Scrub Oak Circle
Monument, Colorado  80132

Dear Mr. Carrigan:

This letter agreement ("Agreement") sets forth our agreement as it pertains to
your salary commitment from Ramtron International Corporation ("Ramtron").

1.  Term.  The term of this commitment shall begin on September 1, 1999 and
    shall continue until December 31, 2000, unless sooner terminated as
    provided in paragraph 2 below.

2.  Termination.  Should you voluntarily terminate your employment or should
    your employment be terminated for cause, Ramtron shall be relieved of all
    of its obligations provided herein including, but not limited to, its
    obligation to pay you the salary provided in paragraph 3 below.
    Termination for cause shall include chronic absenteeism (not due to
    physical or mental illness, not constituting permanent disability, habitual
    alcoholism, drug abuse or addiction); the commission of a felony or fraud
    on Ramtron, its employees, customers, stockholders, or vendors;
    misappropriation of any money or other assets or properties of Ramtron, its
    employees, customers, stockholders or vendors; violation of reasonable,
    specific and lawful directions received from Ramtron's Board of Directors
    and/or CEO, in connection with and pertaining to your duties Vice President
    and General Manager of FRAM Product Division; or the unauthorized
    disclosure or use of any Ramtron trade secrets or financial information or
    data which results, or is likely to result, in injury or damage to Ramtron.
    Upon termination of this Agreement, you shall be paid your regular salary
    up to the termination date less applicable income tax withholdings, or any
    off set for lawful charges or indebtedness which may be owed by you to
    Ramtron or both.  If Ramtron terminates your employment for any reason
    other than cause during the term of this Agreement, then Ramtron shall be
    obligated to continue to pay you the salary provided in paragraph 3 below
    until such term expires.  IT IS EXPRESSLY ACKNOWLEDGED AND UNDERSTOOD THAT
    YOUR EMPLOYMENT WITH RAMTRON IS AN EMPLOYMENT "AT WILL" SITUATION.

3.  Salary.  The salary to be paid by Ramtron to you shall be ONE HUNDRED
    FIFTY-TWO THOUSAND NINETY-TWO DOLLARS ($152,092.00) per year, which amount
    shall be paid in equal installments on or about the 15th and 30th of each
    month.  All such payments shall be subject to withholding and other
    applicable taxes.  For purposes of paragraph 2, salary is defined as
    $12,674.33 per month.

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4.  Ownership of Documents, Patents and Copyrights.  Any documents, inventions
    or copyrightable material that you may prepare while employed by Ramtron
    shall be subject to the non-disclosure and assignment requirements provided
    in the Invention and Non-Disclosure Agreement between you and Ramtron dated
    November 27, 1989.  The termination or expiration of this Agreement shall
    have no effect on your duties and obligations as provided in said Invention
    and Non-Disclosure Agreement.

5.  Arbitration.  Should any dispute arise under this Agreement or out of its
    termination or cancellation, the matter shall be submitted to and decided
    by arbitration. The arbitration shall be held at a mutually agreeable
    location within the State of Colorado and shall be held in accordance with
    the terms and conditions outlined in the Colorado Uniform Arbitration Act,
    C.R.S. Section 13-22-201.

6.  Governing Law.  This Agreement shall be governed by and construed in
    accordance with the laws of the State of Colorado.

7.  Severability.  In case any one or more of the provisions of this Agreement
    shall be invalid, illegal or unenforceable in any respect, the validity,
    legality and enforceability of the remaining provisions contained herein
    shall not in any way be affected thereby.

8.  Assignability and Binding Effect.  This Agreement shall inure to the
    benefit of and shall be binding upon your successors, assigns and legal
    representatives and the successors and assigns of Ramtron.  Except as set
    forth in paragraph 9 below, neither party may assign, transfer, pledge,
    encumber or otherwise dispose of this Agreement or any rights or
    obligations hereunder, and any such attempt at delegation or disposition
    shall be null and void and without effect.

9.  Complete Agreement; Modification; Waiver.  This Agreement constitutes the
    complete agreement and understanding between the parties with respect to
    the subject matter hereof.  This Agreement shall not be altered, modified
    or amended except by written instruments signed by each of the parties
    hereto.  Waivers of any provision contained herein or any default hereunder
    shall only be effective if in writing and signed by the party to be charged
    therewith.  Any written waiver shall not operate or be construed as a
    waiver of any or other subsequent breach or default by any party.

Please indicate your agreement to the foregoing by signing below.

Sincerely,

/S/ L. David Sikes
L. David Sikes
Chairman and CEO

LDS/klb

This Agreement is hereby agreed to and accepted, effective as of September 1,
1999.

/S/ Donald G. Carrigan
-----------------------
Donald G. Carrigan                   Date  September 1, 1999

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