*  Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted and
separately filed with the Securities and Exchange Commission pursuant to Rule
24b-2 or Rule 406.

                   TECHNOLOGY LICENSE AND SERVICES AGREEMENT

THIS TECHNOLOGY LICENSE AGREEMENT (the "Agreement"), is dated this 14 day of
December, 2000, and made by and between RAMTRON International CORPORATION
("Ramtron"), a Delaware, USA, corporation having its principal office at 1850
Ramtron Drive Colorado Springs, Colorado 80921, United States of America, and
Infineon Technologies AG, a German Corporation with a principal place of
business at P.O. Box 800949 Munich, Germany ("Infineon"). Collectively,
Ramtron and Infineon may be referred to in this Agreement as the "Parties", or
individually as "Party".

                               R E C I T A L S

Whereas, Ramtron is the owner of and/or controls certain Ramtron FRAM
Technology (defined below) including certain patents and patent applications
related to proprietary design, development and manufacture of ferroelectric
semiconductor technology.

Whereas, Infineon wishes to obtain from Ramtron, and Ramtron is willing to
grant Infineon, a license to said Ramtron FRAM Technology for use in the
manufacture and sale of FRAM Products.

Whereas, Infineon is the owner of and/or controls certain Infineon Background
Technology including certain patents and patent applications related to
proprietary design, development and manufacture of ferroelectric semiconductor
technology.

Whereas, Ramtron wishes to obtain from Infineon, and Infineon is willing to
grant Ramtron, a license to said Infineon Background Technology and subsequent
Infineon Improvements for use in the manufacture and sale of FRAM Products.

NOW, THEREFORE, in consideration of the recitals and the mutual covenants
contained herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Ramtron and Infineon hereby agree
as follows:

1)  ARTICLE I - Definitions

    a)  "dollars" or  "$"  means United States currency unless otherwise
        specified.

    b)  "Effective Date" means the date of this Agreement first set forth
        above.

    c)  "FRAM Products" shall collectively mean:  Standard FRAM Products;
        Embedded FRAM Products; and, RF/ID FRAM Products as defined separately
        below:

                                    Page-1
<PAGE>
        i)  Standard FRAM Products: means any semiconductor memory device
            which utilizes Ramtron FRAM Technology;

       ii)  Embedded FRAM Products: means any semiconductor memory device that
            monolithically combines Ramtron FRAM Technology with other
            electronic functionality wherein              **
                                 **                                     .
            The area ratio shall be calculated by the area of FRAM array and
            associated memory control circuits, divided by the result of total
            die area minus pad area.

      iii)  RF/ID FRAM Products:  means any semiconductor device that
            monolithically combines Ramtron FRAM Technology with the necessary
            circuitry for that device to communicate by contactless means with
            a remote sensor.

    d)  "FRAM Technology" means any technology including intellectual property
        rights, pertaining to the design, manufacture or production of non-
        volatile, random access semiconductor memory devices that utilize
        binary polarization states on the hysteresis curve of ferroelectric
        material.

    e)  "Infineon Background Technology" means FRAM Technology owned by
        Infineon relating to the fabrication of memories which FRAM Technology
        existed prior to the Effective Date of this Agreement.

    f)  "Infineon's Improvements" means improvements, enhancements and
        developments to the Ramtron FRAM Technology and/or Infineon Background
        Technology which are made solely by Infineon or its Subsidiary,
                                **                                 .

    g)  "Net Sales" means the total of all gross amounts
                                 **
                       invoice or charge purchasers or otherwise receive,
        for or with regard to the sale, or other transfer for value of FRAM
        Products in packaged device or wafer form that are manufactured and
        sold, disposed of, or otherwise transferred by      **     , less
        costs of insurance incident to transportation and shipping charges,
        excise taxes and customs duties allowances for actual returns and
        uncollectable accounts.  Should      **            sell such FRAM
        Products in combination with other components or equipment, then the
        calculation of Net Sales shall be based on the price normally charged
        by       **       for such FRAM Products when separately invoiced or
        priced, or if no such separately invoiced or priced sales of such FRAM
        Products have been made, then the calculation of Net Sales shall be
        based on the price which      **        would charge for such FRAM
        Products in an arm's length commercial sale transaction for cash.

                                    Page-2
<PAGE>
    h)  "Ramtron FRAM Technology" shall include Ramtron IPR and Ramtron
        Improvements.

    i)  "Ramtron's Improvements" means all improvements, enhancements and
        developments to the Ramtron FRAM Technology, including Ramtron IPR,
        and Ramtron Improvements and/or to the Infineon Background Technology
        made solely or jointly by Ramtron, or its Subsidiaries, or jointly by
        Ramtron with third parties, or jointly by Ramtron Subsidiaries with
        third parties during the term of this Agreement and to which Ramtron
        has the right to license and disclose unless precluded from issuing
        such license or making such disclosure due to agreements with third
        parties.

    j)  "Ramtron Intellectual Property Rights" or "Ramtron IPR" shall mean
        certain confidential and proprietary technology related to FRAM
        Technology developed and/or owned by Ramtron, the patents and patent
        applications to which Ramtron has the right to grant a license to
        Infineon, any maskwork rights, copyrights, trade secrets, know-how
        and other intellectual property rights in all countries of the world
        Ramtron FRAM Technology made or conceived prior to the date of
        expiration or termination of this Agreement or  which are acquired by
        Ramtron or are controlled by Ramtron or Ramtron has the right to
        grant licenses to Infineon hereunder  as of the Effective Date or
        during the term of this Agreement and which consist of or relate to
        FRAM Technology.

    k)  "Royalty Period" shall mean a period beginning, with respect to each
        Party            **                            , on the date of
        first commercial sale of a FRAM Product that incorporates the
        specified Ramtron FRAM Technology, or Infineon Background, or Infineon
        Improvements (as the case may be) by such Party        **
           **        , and which period shall continue for      **    .

    l)  "Royalty Quarter" means a period of three (3) months ending on the
        last day of March, June, September and December of each year this
        Agreement is in effect.

    m)  "Subsidiary(ies)" means any corporation, company or other entity in
        which Infineon or Ramtron, now or hereafter, owns or controls,
        directly or indirectly, fifty percent (50%) or more of the voting
        stock entitled to vote for election of directors, but only so long as
        such ownership or control exists.

    n)  "Technology License" shall collectively mean the Ramtron grant to
        Infineon set forth in Section 2(a)(i)(1), and the Infineon grants to
        Ramtron set forth in 2(a)(ii)(1)(a) and 2(a)(ii)(2)(a).

                                    Page-3
<PAGE>
2)  ARTICLE II - Technology License

    a)  Grants / Royalties:

        i)  Ramtron Grant to Infineon

            (1)  Grant - FRAM Technology and FRAM (registered trademark)
                 Trademark:  Ramtron hereby grants to Infineon and its
                 Subsidiaries,        **               , a worldwide, non-
                 exclusive,               **                      ,
                 non-transferable, perpetual, non-sublicensable
                 (other than as set forth in this Agreement), right and
                 license or sublicense to use Ramtron's FRAM Technology to
                 design, have designed, develop, have developed, manufacture,
                 have manufactured, use, sell, lease and/or otherwise dispose
                 of FRAM Products. This part of the Technology License may not
                 be used by Infineon for any purpose other than those
                 specifically stated in this Section 2(a)(i)(1).  Ramtron
                 hereby further grants to Infineon the right to utilize
                 Ramtron's FRAM (registered trademark) trademark in connection
                 with FRAM Products.  Ramtron makes no representation,
                 warranty or covenant of any type whatsoever regarding such
                 trademark.

            (2)  Infineon's   **   Sublicense   **  :  Infineon shall have the
                 right to sublicense Ramtron FRAM Technology    **      as
                 follows:

                 (a)        **           or

                 (b)  Should Infineon exercise its right to sublicense FRAM
                      Technology      **       in combination with Infineon
                      Background Technology and/or Infineon Improvements, then
                      in such event Ramtron shall receive       **
                      of any license fee paid to Infineon from such
                      sublicensee             **
                                **                        which shall be
                      paid to Ramtron when the license fee is received by
                      Infineon.  In no event shall Infineon sublicense only
                      Ramtron FRAM Technology    **        , it being the
                      intention hereof that any such sublicense by Infineon
                          **        shall include a grant of Ramtron FRAM
                      Technology and Infineon Background Technology and/or
                      Infineon Improvements.

                                    Page-4
<PAGE>
            (3)  Infineon      **      :  With respect to any sublicense
                 agreement entered into between Infineon and a sublicensee
                 after the Effective Date, Infineon shall, inter alia, make
                 reasonable efforts to provide for a royalty-free sublicense
                 in favor of Ramtron for all improvements made solely by
                      **          and/or made jointly by Infineon and
                          **  in order for Ramtron to design, develop, have
                 developed, manufacture, use, sell, lease and/or otherwise
                 dispose of FRAM Products that incorporate any such
                 improvement.  If Infineon is unable to secure such sublicense
                 on all of the terms set forth herein in favor of Ramtron,
                 Infineon shall also use reasonable efforts with any
                 authorized sublicensee to have such sublicensee execute a
                 covenant not to sue Ramtron for Ramtron's own use of such
                 improvement. Notwithstanding any other provision of this
                 subparagraph, any such sublicensee shall comply with the
                 confidentiality/non-disclosure provisions consistent with
                 this Agreement.

            (4)  Infineon's     **       Royalties to Ramtron.  In further
                 consideration of                 **             granted
                 herein by Ramtron, Infineon shall pay Ramtron the royalties
                 set forth immediately below based on any Net Sales of FRAM
                 Products to third parties for the duration of the Royalty
                 Period                 **                            the
                 Ramtron FRAM Technology.

                 (i)  Standard FRAM Products:

                      1.        **         of Net Sales for the first
                             **   years of the Royalty Period.

                      2.        ** of Net Sales for the years   **
                            **            of the Royalty Period.

                      3.        **        of Net Sales for the years
                                    **               of the Royalty
                          Period.

                (ii)  Embedded FRAM Products:  The royalty rate will
                      be determined by          **                   .

               (iii)  RF/ID FRAM Products:  The royalty rate for RF/ID FRAM
                      Products is   **      of the Net Sales by
                          **       for the duration of the Royalty Period.

                                    Page-5
<PAGE>
       ii)  Infineon Grants to Ramtron

            (1)  Infineon Background Technology:

                 (a)  Grant: Infineon hereby grants to Ramtron, a    **
                               **                            , non-
                      exclusive, nontransferable, non-sublicenseable (except
                      as set forth below), worldwide and perpetual license or
                      sublicense, as the case may be, to use Infineon
                      Background Technology to design, develop, manufacture,
                      use, or sell FRAM Products incorporating Infineon
                      Background Technology.  This part of the Technology
                      License may not be used by Ramtron for any purpose other
                      than as stated in this Section 2(a)(ii)(1)(a).

                 (b)  Ramtron's    **   Sublicense   **   .  Ramtron may
                      sublicense Infineon's Background Technology to     **
                      sublicensees without payment by Ramtron of any
                      additional license fees to Infineon.

                 (c)  Ramtron     **       Royalties to Infineon.  Should
                                 **        sell FRAM Products incorporating
                      Infineon's Background Technology, then Ramtron shall pay
                      Infineon the applicable royalty (set forth below) during
                      its Royalty Period:

                      (i)  Standard FRAM Products and RF/ID FRAM Products:
                           For the first    **    years of the Royalty Period,
                           a    **     royalty         **              years
                           of the Royalty Period.

                     (ii)  Embedded FRAM Products:  A rate to be determined by
                                                **                      .

            (2)  Infineon's Improvements.

                 (a)  Grant:  Infineon hereby grants to Ramtron     **
                                   **                     , non-exclusive,
                      nontransferable, non-sublicensable (except as set forth
                      below), worldwide and perpetual license or sublicense,

                                    Page-6
<PAGE>
                      as the case may be, to use Infineon's Improvements to
                      design, develop, manufacture, use, or sell FRAM Products
                      that incorporate Infineon's Improvements.  This part of
                      the Technology License may not be used by Ramtron for
                      any purpose other than as stated in this Section
                      2(a)(ii)(2)(a).

                 (b)  Ramtron's Sublicense   **   :  Infineon hereby grants
                      Ramtron        **        to sublicense Infineon's
                      Improvements       **        .

                 (c)  Ramtron's    **      Royalties to Infineon:  Ramtron
                      shall pay royalties to Infineon based on    **
                                         **                       for the
                      duration of the Royalty Period. The royalty amounts
                      shall be negotiated in good faith between Ramtron and
                      Infineon           **       , but in no event will the
                      royalty rate payable by Ramtron be greater than the
                      Infineon    **     royalties as set forth in paragraph
                      2(a)(i)(4) of this Agreement.

                 (d)  Ramtron Sublicensees:  With respect to any sublicense
                      agreement entered into between Ramtron and a sublicensee
                      after the Effective Date, Ramtron shall, inter alia,
                      make reasonable efforts to provide for a royalty-free
                      sublicense in favor of Infineon for all improvements
                      made solely by the sublicensee and/or made jointly by
                      Ramtron and the sublicensee in order for Infineon to
                      design, develop, have developed, manufacture, use, sell,
                      lease and/or otherwise dispose of FRAM Products that
                      incorporate the improvement.  If Ramtron is unable to
                      secure such sublicense on all of the terms set forth
                      herein in favor of Infineon, Ramtron shall also use
                      reasonable efforts with any authorized sublicensee to
                      have such sublicensee execute a covenant not to sue
                      Infineon for Infineon's own use of such improvement.
                      Notwithstanding any other provision of this
                      subparagraph, any such sublicensee shall comply with the
                      confidentiality/non-disclosure provisions consistent
                      with this Agreement.

    b)  Certification of Royalties.  Each party with an obligation to collect
        and pay a royalty pursuant to this Agreement (the "Reporting Party")
        shall, within   **     after collecting royalties        **        ,

                                    Page-7
<PAGE>
        furnish to the other party a statement, certified by a financial
        officer of the Reporting Party, concerning the Net Sales by or on
        behalf of the Reporting Party         **     for respective FRAM
        Products sold, disposed of, or otherwise transferred by the Reporting
        Party            **       .  The statement shall be in sufficient
        detail to permit the computation of the royalties due for such sales,
        and shall accompany such statement by payment, in immediately
        available dollar funds, of the royalties due according to that
        statement.

3)  ARTICLE III - Compensation.  Infineon acknowledges that Ramtron has
    certain most favored nation ("MFN") provisions in certain Ramtron license
    agreements with third parties relating to the sufficiency of consideration
    paid for Ramtron FRAM Technology. The Parties further acknowledge that
    Infineon and Enhanced Memory Systems, Inc. ("EMS", a subsidiary of Ramtron
    in which Infineon owns a minority interest) have certain agreements in
    effect that include Infineon supplying product wafers to EMS at a
    favorable price.

4)  ARTICLE IV - FRAM Contract Manufacturing and Contract Design Services:

    a)  Contract Manufacturing:  During the term of this Agreement, and when
        Infineon (or any of its Subsidiaries) develops its own FRAM
        manufacturing capacity, Ramtron shall have the right, but not the
        obligation, to purchase FRAM Products from Infineon.  In such event,
        Infineon shall manufacture FRAM Product wafers for Ramtron in an
        amount equal to                  **
           **   wafer manufacturing capacity (which shall include the capacity
        of Infineon Subsidiaries) or        **          wafers per month,
        whichever is less. Ramtron's right to purchase such amounts of FRAM
        Products from Infineon shall be subject to: 1) completion of the
        technology qualification for the applicable Infineon process by
        Infineon in the case of Ramtron FRAM Products; 2) prior product
        qualification by Infineon in the case of Infineon Standard FRAM
        Products; 3) receipt by Infineon of a revolving monthly forecast of
        Ramtron's requirements from Infineon at least twelve (12) months prior
        to the beginning of the respective quarter when delivery is intended;
        and, 4) receipt by Infineon from Ramtron of binding purchase orders
        for such FRAM Products at least four (4) months prior to the intended
        delivery date in the case of finished wafers, or five (5) months prior
        to the intended delivery date in the case of package and tested
        devices.

        Should Infineon not have at least           **                in a
        manufacturer authorized to use FRAM Technology as referenced herein,
        then Infineon shall endeavor with such manufacturer to secure a call
        on capacity in favor of Ramtron consistent with the terms set forth
        herein.  Notwithstanding anything in this Agreement to the contrary,
        the right to contract manufacturing shall exist for a term of   **
        years from first commercial shipment of FRAM Products to Ramtron.

                                    Page-8
<PAGE>
    b)  Price to Ramtron:  Ramtron will have the right to purchase (i) FRAM
        Products designed and developed by Ramtron and manufactured by
        Infineon, and (ii) Standard FRAM Products developed by Infineon or
        jointly by Infineon and a third party, on a price equal to    **
                         **          .  Ramtron may resell the latter of such
        products as Ramtron branded products.  All FRAM Products sold by
        Infineon (manufactured by a third party, Infineon, or jointly with a
        third party as the case may be) to Ramtron shall consist of finished
        wafers and/or packaged, tested devices, as mutually agreed by the
        Parties.

    c)  Product Design Services:  Ramtron agrees to provide product design
        support to Infineon by way of additional design resources, capped at
                 **       of Ramtron's design capability and subject to
        mutual agreement if the resources required exceed the    **
        limit.  Infineon agrees to establish and communicate to Ramtron
        initial support resource requirements and provide Ramtron a
           **    lead-time to establish or allocate the necessary resources.
        Similarly, Infineon agrees to provide Ramtron with a     **
             **     support requirement forecast and agrees to commit to the
                 **         of said forecast.  Infineon agrees to reimburse
        Ramtron for all resource expenses at the rate for   **
             **       .  At its sole option, Ramtron may opt to exercise
        market rights for product(s) under development.  Should Ramtron
        exercise such option, Ramtron agrees to pay              **      .
        Within       **       of Infineon's request for design services,
        Ramtron shall evaluate the request and no later than    **
        following receipt of such request, Ramtron shall notify Infineon
        whether Ramtron shall exercise its marketing rights.  Upon Ramtron's
        decision regarding exercise of marketing rights, Infineon shall have
        the option to withdraw the request for design services and will inform
        Ramtron of such decision within     **     of Ramtron's decision.
        Infineon shall indicate at the time of request if market rights for
        Ramtron are not available.  In the event Infineon's project is
        proprietary and Ramtron can not exercise market rights, Ramtron and
        Infineon shall mutually agree on Ramtron's acceptance of the design
        project.  Ramtron's purchase rights for jointly designed products
        apply as defined in subparagraph 4 (a) above.

5)  ARTICLE V - Non-Transferability of Technology License.  Except as provided
    in this Agreement, Article XII(b), the Technology License and the certain
    sublicense rights described in this Agreement may not be assigned,
    sublicensed, subdivided or transferred in any way whatsoever by any party
    to this Agreement without the other party's prior written consent, such
    consent to be within the sole discretion of the party whose consent is
    requested.

                                    Page-9
<PAGE>
6)  ARTICLE VI - Disclaimers of Warranty and Limitations of Liability

    a)  Reliance on Disclaimers and Limitations.  The license fees and
        royalties for the Technology License, and the substance of the other
        rights and duties of Infineon and Ramtron in this Agreement, have been
        negotiated in reliance on, and are based upon the applicability and
        enforceability of, the disclaimers, warranties and limitations of
        liability contained in this Article VI.

    b)  DISCLAIMER OF WARRANTY.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS
        ARTICLE, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY OR TO
        ANY THIRD PARTY BY VIRTUE OF THIS AGREEMENT OR THE TRANSACTIONS
        CONTEMPLATED HEREUNDER, AND EACH OF THE PARTIES EXPRESSLY DISCLAIMS
        ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR ARISING BY USAGE OF TRADE,
        INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
        PARTICULAR PURPOSE, AND THE OTHER PARTY UNCONDITIONALLY ACCEPTS SUCH
        DISCLAIMER.  NEITHER PARTY SHALL MAKE OR PASS ON TO ITS CUSTOMERS OR
        SUBLICENSEES ANY WARRANTY OR REPRESENTATION ON BEHALF OF THE OTHER
        PARTY.

    c)  Limitation of Liability for Termination.  Notwithstanding anything
        contained in this Agreement or under applicable law to the contrary,
        in no event shall either party , ITS DIRECTORS, OFFICERS, EMPLOYEES,
        AGENTS, AND/OR ATTORNEYS be liable for any indirect, special,
        incidental or consequential damages, including without limitation,
        loss of business, income or profits, resulting from its  termination
        of this Agreement for cause, whether or not it has been advised of the
        possibility of such damages arising in any way out of the termination
        of this Agreement.  Without limiting the generality of the foregoing,
        either party  assumes all risks arising out of or relating to its
        inability to meet any commitments made to and/or perform any
        agreements entered into with any of its customers (wholesale or
        retail) or sublicensees in the event of any termination by the other
        party  of this Agreement for cause.  Provided, however, that nothing
        contained in this Section is intended to disclaim or waive any rights
        that either Party may have against the other with respect to actual
        and direct damages suffered by the Party as a result of a material
        breach of this Agreement or the wrongful termination of this Agreement
        by the other Party and provided further that nothing contained in this
        Section shall prejudice or restrict a Party's right and entitlement to
        also terminate this Agreement in the event of any breach of this
        Agreement by the other Party.

    d)  The disclaimers and limitations of liability set forth immediately
        above shall not apply in cases of gross negligence or intentional
        violation of this Agreement.

                                    Page-10
<PAGE>
    e)  Ramtron warrants and represents that it is the beneficial owner of the
        Ramtron FRAM Technology with the right to grant the licenses under
        Art. 2 (a) (i).  Ramtron has no reason to believe that any of its
        patents granted as of the date of this Agreement are invalid or its
        Ramtron FRAM Technology is infringing upon any intellectual property
        of any third party. Notwithstanding the foregoing and as a limitation
        of the representation and warranty set forth herein, Ramtron hereby
        notifies Infineon of patent interference claims pending before either
        the United States Patent and Trademark Office and/or the U.S. District
        Court for the District of Columbia (Patent Interference Counts:
        102,723; 102,724; 102,725; 102,726; and, 102,727). The parties agree
        that, if any of the patents or patent applications comprising the
        Ramtron FRAM Technology should be held to be invalid or void, or be
        substantially reduced in their scope, the royalties payable hereunder
        shall be adapted to reduce the value of the license granted hereunder.
        The Parties shall discuss the adaptation (if any) of the royalties in
        good faith.

7)  ARTICLE VII - Protection of Technology.

    a)  Patents, Copyrights, and Intellectual Property .  Either Party shall
        at their own cost, obtain such patent, copyright or similar
        registration or intellectual property protection of the Ramtron
        Improvements or Infineon Improvements (as the case may be) throughout
        the world as is reasonable having regard to:  the relative cost
        thereof; the benefit of the protection obtained; and all other
        relevant circumstances and in any case not less protective than its
        respective past practice. At the end of each quarter and upon request
        by a Party, the other Party shall provide a list of all patents
        issuing in favor of a Party, or its Sublicensees, pertaining to the
        Ramtron FRAM Technology or Infineon Improvements (as the case may be)
        used in the design, development or manufacture of FRAM Products.

    b)  Infringement by Ramtron IPR, Infineon Background Technology and/or
        Infineon Improvements.  The Parties acknowledge that Ramtron owns
        certain patents concerning Ramtron FRAM Technology, and that Infineon
        owns certain patents and/or intellectual property rights concerning
        Infineon Background Technology and Infineon's Improvements.
        Collectively, for purposes of this subparagraph, Ramtron FRAM
        Technology, Infineon Background Technology and Infineon's Improvements
        shall be referred to herein as the "Licensed Patents".  In the event
        that one or more of the Licensed Patents is, or in the reasonable
        judgment of Ramtron or Infineon as the respective owners/licensors
        thereof ("Licensor"), is likely to become the subject of any legal
        action based in whole or in part on a claim that any such respective
        Licensed Patents infringe the proprietary rights of any third person,
        then the respective Licensor shall forthwith notify the licensee in
        writing and in detail in order to enable the Licensee to evaluate the
        risks connected with that claim.  The Licensor shall defend any such
        claim and shall have control of the defense of such claim, action,

                                    Page-11
<PAGE>
        lawsuit or proceeding, and shall pay the costs thereof (except any
        cost of the Licensee's associated attorneys, if any); and the Licensee
        of such Licensed Patents shall assist the Licensor, at the Licensor's
        cost and expense, in the defense of any such claim, action, lawsuit,
        or proceeding.  Any Licensee of Licensed Patents herein shall have the
        right to be represented by an attorney at its own expense in any such
        controversy.

    c)  Assistance.  Either Party shall use reasonable efforts to provide the
        other Party with (i) reasonable assistance in connection with the
        defense and settlement of a claim or action, including all the
        necessary information related to the infringing technology, and (ii)
        reasonable consultation for the achievement of a viable alternative
        solution to avoid such infringement issue.  Subject to Section VI (e),
        THIS SECTION STATES EACH PARTY'S TOTAL LIABILITY AND RESPONSIBILITY,
        AND ITS SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY
        PATENT, TRADEMARK, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHT
        LICENSED HEREUNDER, OR ANY PART THEREOF.  Subject to Section VI (e),
        THIS SECTION IS IN LIEU OF AND REPLACES ANY OTHER EXPRESSED, IMPLIED
        OR STATUTORY WARRANTY AGAINST INFRINGEMENT.  Subject to Section V(e),
        IN NO EVENT SHALL A PARTY'S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
        AND/OR ATTORNEYS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
        CONSEQUENTIAL DAMAGES RESULTING FROM ANY SUCH INFRINGEMENT.

    d)  Infringement by Third Party.  Upon becoming aware of any material
        infringement by a third party of any of patents and trademark rights
        covered by this Agreement (including without limitation those rights
        pertaining to the patents referenced herein and/or any trademark),
        each Party shall promptly notify the other Party of such infringement.

8)  ARTICLE VIII - Confidentiality.

    a)  Confidentiality.  The Parties agree with each other to keep
        confidential and not without the prior written consent of the other
        party to disclose to any person or entity any information concerning,
        but not necessarily limited to:  i) the nature of this Agreement; ii)
        Ramtron FRAM Technology;  iii) Infineon Background Technology; and/or,
        iv) Infineon's Improvements (collectively, the "Information"), except
        as provided in this Agreement.  Each party further agrees to bind in a
        manner so as to be legally enforceable its employees, agents,
        consultants, advisors and representatives to such confidentiality
        including without limitation as to such disclosures as may be
        necessary for the Parties performance of their obligations and
        enjoyment of their rights under this Agreement, and otherwise as the
        relevant other party may consent to in writing.  Notwithstanding
        anything herein to the contrary,                **               .

                                    Page-12
<PAGE>
    b)  Marking of Documents and Materials.  Each party shall use its
        reasonable endeavors to cause all written materials and other physical
        documents and materials of all types relating to or containing
        Information of or about the FRAM Products or FRAM Technology to be
        plainly marked to indicate the secret, proprietary and confidential
        nature thereof and to prevent the unauthorized use or reproduction
        thereof, directly or indirectly.

    c)  Indemnification.  Without limitations of any other right, remedy or
        benefit accruing to either party under this Agreement or by law, each
        party shall indemnify the other party fully for all damages caused by
        any unauthorized disclosure or use of any Information and intended to
        be kept secret, confidential and proprietary in accordance with this
        Article by such party or its representatives, employees, agents,
        consultants, sublicensees, etc.

    d)  Public Domain.  The provisions of this Article shall not apply to any
        Information that the party can demonstrate by written evidence was in
        the public domain through no unlawful action or omission by such party
        or obtained from third parties not bound by law or confidentiality
        agreements to maintain the confidentiality thereof or in its
        possession prior to receipt from the other party or was independently
        developed by it.

    e)  Obligations to Disclose.  This Article shall not prohibit the Parties
        from disclosing under legally enforceable obligations any Information
        required to be disclosed to any governmental authorities and shall not
        prohibit the Parties from disclosing general financial and technical
        information in order to obtain funding or other financial advantages
        from any authority or institution or corporation or for the relevant
        party to exercise its rights and perform its obligations in respect of
        the Technology License or to otherwise carry on its business in the
        ordinary course, provided that the party being obligated or intending
        to make such disclosure shall inform the other party in writing and
        use its best efforts and legal action to avoid such disclosure.

9)  ARTICLE IX - Term.  This Agreement and the Technology License shall remain
    in full force and effect from the Effective Date until expiration or
    earlier termination under Article X. Unless terminated earlier pursuant to
    the terms of this Agreement, this Agreement and the Technology License
    shall expire no earlier than the end of any Royalty Period and/or the end
    of contract manufacturing obligations set forth in this Agreement,
    provided that the licenses granted hereunder shall survive the expiration
    of this Agreement except as expressly stipulated in Article X (c) (i) or
    (ii).

                                    Page-13
<PAGE>
10)  Article X - Dispute Resolution - Termination - Arbitration.

     a)  Disputes Regarding Royalties.  Notwithstanding any other provision of
         this Agreement to the contrary, in the event of any unresolved
         dispute regarding the amount of any royalty payment allegedly due
         under or pursuant to this Agreement, the Parties shall agree in
         commercial good faith on the appointment of an internationally
         recognized firm of independent certified public accountants, who
         shall audit the books and records of the party whose records gave
         rise to the dispute, and determine the amount, if any, of the
         disputed royalty payment or payments, which determination shall be
         final and legally binding on the Parties for all purposes of this
         Agreement.  If the Parties are unable to agree on such a firm of
         public accountants, such a firm shall be appointed by the Chairman,
         President or the highest officer at such time of the International
         Chamber of Commerce, Paris.  The Party alleging an insufficient
         payment of royalties shall bear the cost of any audit conducted
         pursuant to this Section if such audit concludes the royalties
         actually paid were no more than five percent (5%) below the amount
         determined by the third party accountant to be due hereunder.  Should
         the audit conclude the royalties actually paid were more than five
         percent (5%) below the amount that should have been paid hereunder,
         then in such event the Party owing such royalty shall immediately pay
         the proper royalty amount, and shall pay the entire cost of the
         audit.

     b)  Non-Royalty Disputes.  Any controversy or dispute among the Parties
         (not related to the amount of royalty payments which shall be
         resolved as set forth above) and which involve the construction,
         application, conditions and/or obligations of this Agreement
         (including but not limited to a termination for breach, or
         termination for cause), or any claims arising out of or relating to
         this Agreement or the material breach thereof, shall first be
         attempted to be settled through good faith negotiations.  Senior
         management level representatives of each party directly responsible
         for the matters underlying the controversy shall use their best
         efforts to meet as reasonably requested in writing by the complaining
         party to resolve the controversy or dispute. Such senior parties
         shall meet at a mutually agreed time and place within twenty (20)
         business days of receipt a notice of dispute.  They shall use best
         efforts to discuss the controversy or dispute and negotiate in good
         faith for a period of at least thirty (30) business days in an effort
         to resolve the controversy and prior to the sending of any notice of
         default and/or termination as set forth in this Agreement.

     c)  Alternative Dispute Resolution and Termination.  Subsequent to
         completing good faith negotiations set forth in subparagraph "b"
         immediately above, should a dispute not involving royalties remain,
         then the Parties shall initiate and attempt to complete within three
         (3) months alternative dispute resolution procedures (which may
         include but are not limited to mediation and/or arbitration) in an
         effort to resolve the dispute.  Should the Parties fail to resolve
         the dispute within said three (3) month period using alternative
         dispute resolution procedures, then a Party may elect to:

                                    Page-14
<PAGE>
         i)  Terminate for Material Breach.  In the event of a material breach
             or default (including by way of illustration but not limitation,
             the failure to pay any amount when due and/or any unauthorized
             licensing of any rights hereunder) by a party and/or an
             authorized sublicensee of a Party to this Agreement
             (collectively, the "Defaulting Party") in the performance of
             respective duties, obligations or undertakings set forth in this
             Agreement, the non-defaulting party (the "Non-Defaulting Party")
             may terminate this Agreement pursuant to the notice and cure
             provisions set forth in paragraph 10(d).

        ii)  Terminate Due to Bankruptcy.  Either Party may terminate this
             Agreement, the Technology License and other obligations/rights
             set forth in this Agreement, if at any time either party is
             adjudged by a court of law to be bankrupt or insolvent, or files
             a petition in bankruptcy or an answer admitting the material
             facts recited in such petition if filed by another, or is put or
             decides to go into dissolution or liquidation, or otherwise
             discontinues its business, makes an assignment for the benefit of
             its creditors or enters into any other general arrangement with
             its creditors, becomes insolvent, or has a trustee, receiver,
             liquidator, or custodian of any kind appointed to administer any
             substantial amount of its property, or is placed or enters into
             any comparable situation under the laws of any other nation, or
             any state or province in which its operations may be conducted,
             or otherwise seeks to take advantage of any bankruptcy or
             insolvency statute now or hereafter in effect in any such
             location.

     d)  Termination Procedure.  A Non-Defaulting Party electing to terminate
         this Agreement shall have first complied in all respects with the
         dispute resolution procedures set forth in paragraphs 10(b) and
         10(c).  Upon completing such procedures a Non-Defaulting Party
         electing to terminate shall:

         i)  deliver written notice of material default or termination to the
             Defaulting Party. Such notice of material default or termination
             shall identify the specific material breach or default involved.
             If within ninety (90) days after the date of such notice of
             material default or termination the Defaulting Party receiving
             such notice shall not have completely remedied, or commenced
             diligently to substantially remedy the material breach or default
             to the reasonable satisfaction of the Non-Defaulting Party and
             within a commercially reasonable time, the Non-Defaulting Party
             shall have the right, in addition to any other right, remedy or
             benefit it may have under this Agreement to terminate this
             Agreement.

                                    Page-15
<PAGE>
        ii)  The Non-Defaulting Party completing the notice requirements set
             forth in subparagraph "(i)" immediately above, may terminate this
             Agreement by delivering a final written notice of termination to
             the Defaulting Party.  Such written notice of termination shall
             be effective after receipt by the Defaulting Party and five (5)
             days after the date set forth on such notice of termination.

     e)  Effect of Termination.  Upon termination of this Agreement:

         i)  The rights under the Technology License granted by the Non-
             Defaulting Party to the Defaulting Party under this Agreement
             shall immediately terminate and shall immediately revert to, and
             vest in, the Non-Defaulting Party.  Provided, however, the Non-
             Defaulting Party may, in its sole discretion, elect that certain
             rights it granted under this Agreement may survive such
             termination. Upon termination, any rights granted under this
             Agreement by the Defaulting Party to the Non-Defaulting Party
             shall survive for the duration of such rights, and remain vested
             in the Non-Defaulting party, and any authorized sublicensee of
             the Non-Defaulting Party.  It is the intention and agreement
             hereof that a Defaulting Party (including but not limited to its
             subcontractors, agents, employees, shareholders, sublicensees, or
             any person or entity in any way affiliated with, or related to
             the Defaulting Party) shall after termination hereof have
             absolutely no interest whatsoever in rights previously granted to
             it by the Non-Defaulting Party unless the Non-Defaulting Party
             elects to preserve such rights and so states in its notice of
             termination.  Accordingly, from the effective date of said
             termination of such rights, unless authorized by the Non-
             Defaulting Party, no such rights may be exercised in any way, in
             whole or in part, by the Defaulting Party or any person or entity
             with whom the Defaulting Party shall have entered into any
             agreement or understanding relating (including any authorized
             sublicensee of the Defaulting Party) in any way to the Technology
             License or any of the rights granted under this Agreement whether
             or not such agreement or understanding shall have been approved
             by either party.

        ii)  Except and to the extent that the Defaulting Party has lawfully
             acquired or is lawfully able to exercise such rights, the
             Defaulting Party and/or any sublicensee shall, unless
             specifically authorized by the Non-Defaulting Party, cease
             forthwith the manufacture, sale and distribution of any products
             (including but not limited to any FRAM Products) under the
             Technology License and not use further, except as herein
             provided, and return to the Non-Defaulting Party specifications,
             data sheets, drawings, designs, photographs, photostats,
             negatives, undeveloped film, tape recordings and other electronic
             records, writing in any language and any other documents or
             materials furnished to the Defaulting party, including without

                                    Page-16
<PAGE>
             limitation any and all notes and written or electronic
             transcriptions received from the Non-Defaulting Party on any part
             of the Ramtron FRAM Technology, the Infineon Background
             Technology or Infineon Improvements and destroy any and all
             similar materials in any way, in whole or in part, based thereof,
             as well as any and all similar materials which in any way
             contain, reflect or relate to any of the Ramtron FRAM Technology.

       iii)  The Defaulting Party shall offer in writing to the Non-Defaulting
             Party the right to purchase any or all Standard FRAM Products, or
             products incorporating Infineon Background Technology and/or
             Infineon's Improvements, which are unsold at the time of such
             termination and for which the Defaulting Party has no other
             obligations of delivery to any third party.  The price for such
             goods shall not be less favorable than the price offered to third
             parties.  If the Non-Defaulting Party does not accept any such
             offer within seven (7) days following receipt then it shall be
             deemed to have declined same.

        iv)  Sale of Inventory.  Notwithstanding any other provision in this
             Agreement to the contrary, after termination of this Agreement, a
             Defaulting Party and/or its authorized sublicensee shall be
             entitled to sell existing units of FRAM Products which are in
             that Party's or its sublicensees' (as the case may be) inventory
             or in production or for which binding delivery obligations exist
             on the date of such termination, if any, but only to existing
             customers of that Party or sublicensee as of the date of
             termination.  Royalties shall be payable to on any Net Sales in
             accordance with Article II of this Agreement.  Should a
             Defaulting Party and/or its sublicensee derive any profit from
             the sale of any such products after termination due to its
             default, then any such profit shall be paid to the Non-Defaulting
             Party.

     f)  Final Resolution.   Any dispute or claim arising out of or in
         connection with this Agreement which has not be resolved pursuant to
         this Article, shall be finally settled either through alternative
         dispute resolution procedures mutually agreed to by the Parties.  If
         no such alternative dispute resolution procedure(s) is agreed to by
         the Parties, then the dispute shall be resolved by binding final
         arbitration in Switzerland under the Rules of Arbitration of the
         International Chamber of Commerce by three (3) arbitrators appointed
         in accordance with those rules.  The arbitrators will apply Swiss law
         to the merits of any dispute or claim, without reference to conflict
         of law principles. Judgment of the award rendered by the arbitrator
         may be entered in any court having jurisdiction thereof.
         Notwithstanding the foregoing, the Parties may apply to any court of
         competent jurisdiction for temporary or preliminary injunctive relief
         without breach of this arbitration provision.

                                    Page-17
<PAGE>
     g)  Survival.  Articles 2, 5, 6, 7(b), 7(c), 7(d), 8, 10, 11, and 12 of
         this Agreement shall permanently survive the expiration of this
         Agreement.  The licenses granted hereunder shall survive any
         expiration of this Agreement.  Should this Agreement be terminated
         pursuant to its terms, then the licenses may survive, but only at the
         election of the Non-Defaulting Party.

11)  ARTICLE XI - Governmental Requirements.

     a)  Compliance With Laws.  In performing their respective duties
         hereunder and in carrying out their activities under the Technology
         License, the Parties shall comply with all applicable laws,
         regulations, procedures, and non-appealable (to the extent legally
         obligated) ordinances and rulings of any governmental authority
         having jurisdiction over Infineon, Ramtron, Infineon's use of the
         Technology License, Ramtron's use of Infineon's Background Technology
         and/or Infineon's Improvements, or Infineon's design, manufacture,
         use, sale, lease or distribution of FRAM Products.

     b)  Governmental Approvals.  Either Party shall be responsible for
         obtaining any necessary approval of this Agreement by any
         governmental authorities having jurisdiction over its activities
         pursuant to this Agreement and to obtain the consent of any
         governmental authorities to the remittance of payments under this
         Agreement in accordance with its terms, in the event that any such
         consent should become necessary.

     c)  Exports.  Without limitation of any other provision of this
         Agreement, neither Party shall, without receiving the prior
         authorization of the United States Office of Export Administration or
         other appropriate governing body exercising controls over exports and
         re-exports of United States or any other country's goods and
         technical data, export or re-export directly or indirectly any
         technical data included in FRAM Products or the Ramtron FRAM
         Technology or Infineon Background Technology or Infineon
         Improvements, as the case may be, to any country or area forbidden to
         such exports under United States law or regulation, or any other
         country's law or regulation.

     d)  Payments and Taxes.

         i)  Payments.  Any and all payments of every kind, which may be
             payable by any Party under the terms of this Agreement shall be
             paid in immediately available funds in United States dollars at
             such bank as the Party entitled to receive such funds may from
             time to time designate in writing.

                                    Page-18
<PAGE>
        ii)  Taxes.  Any and all taxes [including withholding taxes payable to
             any country other than the United States (in the case of
             Ramtron), or Germany (in the case of Infineon)], duties, excises
             and imposts payable with respect to any sums due either Party
             under this Agreement, shall be borne and discharged by the other
             Party, and no part thereof shall be deducted from the amounts
             otherwise payable under any provision of this Agreement, all of
             said amounts to be net, free and clear of any and all deductions
             under any and all conditions whatever.

             Any and all taxes, charges and/or other duties (hereinafter
             "Taxes") imposed on either Party (the "Recipient") with respect
             to any payments to be made by or to the other Party (the "Payer")
             under or in connection with this Agreement, shall be borne and
             paid by Recipient, provided that any value added tax, if
             applicable, may be added to the license fees agreed upon above.

             If required by the laws of the Federal Republic of Germany,
             Infineon may deduct Taxes imposed in Germany on Ramtron with
             respect to such payments from the payments and pay such Taxes on
             behalf of Ramtron. To the extent Infineon has so deducted and
             paid Taxes on behalf of Ramtron, Infineon shall, if so requested
             by Ramtron, submit to Ramtron official tax receipts issued by the
             German tax authorities and evidencing the payment by Infineon of
             Taxes in Germany on behalf of Ramtron.

             To the extent the Double Taxation Convention between the Federal
             Republic of Germany and the United States entitles Ramtron to
             claim a reduction of or an exemption from Taxes imposed on and to
             be paid by Ramtron according to the laws of the Federal Republic
             of Germany, Infineon shall use reasonable efforts to support
             Ramtron in obtaining a tax reduction/exemption certificate (or
             the like) from the German tax authorities, if so required by the
             aforementioned Double Taxation Convention and/or German tax law
             to validate the aforementioned claim for tax reduction/exemption.
             As long as Infineon has not received copy of such tax
             reduction/exemption certificate from Ramtron, the regulations of
             the foregoing paragraph shall apply.

12)  ARTICLE XII -  Miscellaneous

     a)  Authorized Successors, Assigns - Binding Effect.  The rights,
         benefits and obligations of the Parties under this Agreement shall be
         binding upon, accrue to, and only run in favor of successors and
         assigns specifically authorized and approved pursuant to this
         Agreement.

                                    Page-19
<PAGE>
     b)  Assignments.  Except as specifically and expressly provided in this
         Agreement and notwithstanding the provisions authorizing sublicensing
         herein, no Party shall make or purport to make any assignment,
         transfer or conveyance, in whole or in part, of its rights and
         obligations under this Agreement without the prior written consent of
         the other Party, such consent to be within the other Party's sole
         discretion. Notwithstanding anything herein to the contrary:

         i)  provided Infineon elects to transfer, sell or assign all of its
             interest in its business related to FRAM Products ("Infineon's
             FRAM Business"), then Infineon may, without prior approval from
             Ramtron, assign all of its right, title and interest in this
             Agreement to the transferee, purchaser, assignee of Infineon's
             FRAM Business.  In such event, should Infineon have executed
                    **         authorized pursuant to this Agreement prior
             to the sale of Infineon's FRAM Business, then such    **
                 **    shall survive the sale of Infineon's FRAM Business.
             Conversely, should Infineon complete the sale of Infineon's FRAM
             Business prior to executing            **          as authorized
             in this Agreement, then in such event such sublicense   **
             shall have lapsed and may not be exercised by Infineon's
             successor-in-interest to Infineon's FRAM Business.

        ii)  provided Ramtron elects to transfer, sell or assign all of its
             interest in its business related to FRAM Products ("Ramtron's
             FRAM Business"), then Ramtron may, without prior approval from
             Infineon, assign all of its right, title and interest in this
             Agreement to the transferee, purchaser, assignee of Ramtron's
             FRAM Business.  In such event, should Ramtron have executed a
             sublicense agreement authorized pursuant to this Agreement prior
             to the sale of its Ramtron FRAM Business, then such sublicense
             agreement shall survive the sale of Ramtron's FRAM Business.
             Conversely, should Ramtron complete the sale of Ramtron's FRAM
             Business prior to executing all sublicense agreements as
             authorized in this Agreement, then in such event the right to
             enter into such sublicenses shall have lapsed and may not be
             exercised by Ramtron's successor-in-interest to Ramtron's FRAM
             Business.

     c)  Governing Law.  This Agreement shall take effect under, be construed
         and enforced according to, and be governed by the laws in force in
         Switzerland, without reference to conflict of laws principles.

     d)  Severability.  The provisions of this Agreement are severable.  If
         any provision or part of this Agreement shall be held by any court or
         other official body of competent jurisdiction to be invalid or
         unenforceable for any reason, the remaining provision or parts hereof
         shall continue to be given effect and shall bind the Parties hereto
         unless the unenforceability or illegality has the consequence of
         substantially altering the respective rights and obligations of the
         Parties hereto.

                                    Page-20
<PAGE>
     e)  No Partnership or Other Relationship Created.  The Parties are not,
         nor shall any party hold itself out to be, the partner, agent, joint
         venturer, employee or independent contractor of the other for any
         purpose whatever, nor shall any legal or fiduciary relationship
         between them, other than as may be explicitly provided in this
         Agreement, exist by virtue of this Agreement.  No party shall be or
         become liable for any representation, act or omission of the other as
         a consequence of this Agreement and no party is authorized to create
         any such liability on behalf of the other.  This Agreement is not for
         the benefit of any third party and shall not of itself be deemed to
         give any right or remedy to any third party for any purpose whatever.

     f)  Waivers.  Any waiver exercised under any provision of this Agreement
         shall not be deemed a general waiver with respect to any other
         provision of this Agreement, and no failure to exercise and no delay
         in exercising, any right, power or privilege hereunder shall operate
         as a waiver thereof, except where specified to the contrary herein,
         nor shall any single or partial exercise of any right, power or
         privilege hereunder preclude any other or further exercise thereof or
         of any other right, power or privilege.  The rights and remedies
         provided herein are, and shall be interpreted to be, cumulative and
         not exclusive of any other rights provided by law or otherwise.

     g)  Notices.  All notices permitted or required to be given to the
         Parties of this Agreement shall be in writing, delivered personally,
         or sent by certified or registered mail (return receipt required,
         postage prepaid), by air freight (return receipt requested), or by
         facsimile transmission (with receipt acknowledgment requested)
         addressed to the respective party at its usual and principal place of
         business.  Such notices shall be deemed to have been effectively
         given and received on the day of delivery if delivered personally, by
         facsimile transmission or air freight.

     h)  Entire Agreement.  This Agreement contains the entire and only
         agreement of Infineon and Ramtron with respect to the Technology
         License and other matters set forth in this Agreement.  This
         Agreement supersedes entirely any and all other agreements, either
         oral or written, between the Parties with respect to the Technology
         License and other matters set forth in this Agreement.  Infineon and
         Ramtron acknowledge that neither party has any claims against the
         other under, or arising from, any prior understanding or document.
         No agreement, statement or promise relating to the subject matter of
         this Agreement, which is not contained herein, shall be valid or
         binding.

     i)  Changes or Amendment.  This Agreement shall be amended or
         supplemented only by written instrument duly executed by or on behalf
         of the Parties hereto, and if and when so supplemented or amended,
         shall include all such supplements and any amendments.  Any change,
         revision, termination or attempted waiver of any of the provisions
         contained in this Agreement shall not be binding unless evidenced by
         a writing signed by both Parties.

                                    Page-21
<PAGE>
     j)  Attorneys' Fees.  In the event of any controversy, claim or dispute
         between the Parties hereto arising out of or relating to this
         Agreement settled by arbitration, the prevailing party shall be
         entitled to recover and shall collect from the losing party
         reasonable expenses, including attorneys' fees and costs.

     k)  Force Majeure.  If the performance by any party of any of its
         obligations under this Agreement shall be in any way prevented,
         interrupted, or hindered as a result of any force majeure, including,
         without limitation, war, civil disturbance, strike or other labor
         disturbance, lockout, legislation or restriction of any governmental
         or other authority, fire, unavailability of materials or finished
         goods, delay of carriers or any other similar circumstances (other
         than financial difficulties) beyond the reasonable control of such
         party, the obligations of the party concerned shall be wholly or
         partially suspended during the continuance and to the extent of such
         prevention, interruption or hindrance, provided however, that local
         commercial unavailability of materials or finished goods shall not
         alone constitute force majeure for purposes hereof if such materials
         or finished goods are otherwise (even if at a higher cost) available.
         A party unable to perform timely its obligations under this Agreement
         due to any of the foregoing reasons must take all reasonable steps to
         remedy its nonperformance or delay its performance with the least
         possible delay and by doing whatever may reasonable be done to
         mitigate the adverse affect of its nonperformance upon the other
         party of this Agreement.

     l)  Headings.  The headings of the Sections of this Agreement have been
         inserted for convenience or reference only and shall in no way affect
         the interpretation of any of the terms or conditions of this
         Agreement.

     m)  Signatures.  The Parties represent and warrant that the execution of
         this Agreement has been duly authorized by all necessary corporate
         action including, without limitation, approval by the respective
         Boards of Directors of each party, and that this Agreement
         constitutes a legally binding and enforceable obligation of the
         respective Parties herein.

     n)  Facsimile Transmission(s):  The Parties acknowledge and consent that
         transmission via facsimile of this Agreement with signature(s)
         apparently affixed thereon shall be conclusive evidence of a Party's
         intent to be bound in all respects hereto, and that each Party may so
         rely on the apparent authenticity and authority represented by such
         signature(s).  The Parties covenant to immediately follow-up the
         sending of a facsimile transmission by sending via overnight mail an
         original of any such document executed and transmitted via facsimile.

                                    Page-22
<PAGE>
     o)  Share Purchase Agreement. Notwithstanding anything in this Agreement
         to the contrary, should Ramtron or Infineon terminate that certain
         Share Purchase Agreement, dated as of the date hereof, between
         Ramtron and Infineon, pursuant to Section 6.5 thereof, then this
         Agreement shall automatically terminate effective upon such
         termination of the Share Purchase Agreement.  In such event, any
         consideration previously tendered by a Party under this Agreement (to
         the extent not due under the Technology License Agreement of even
         date herewith) shall be returned to that respective Party.

IN WITNESS WHEREOF, the undersigned Parties to this Agreement have executed
this document as of the date and year first written above.

Ramtron International Corporation
A Delaware Corporation, USA

/S/  L. David Sikes
-----------------------------
By: L. David Sikes
Title: Chairman and CEO
Date: December 14, 2000

Infineon Technologies AG
A German Corporation, Federal Republic of Germany

By: /S/ Klaus Fleischmann
---------------------------
Name: Klaus Fleischmann
Title: Sr. Director Business Development
Date:  December 14, 2000

Infineon Technologies AG
A German Corporation, Federal Republic of Germany

By: /S/ Horst Meyer
---------------------------
Name:  Horst Meyer
Title:  Corporate Legal Counsel
Date: December 14, 2000
                                    Page-23
<PAGE>