RAMTRON INTERNATIONAL CORPORATION

                           Warrant to Purchase Shares
                                of Common Stock
                                 March 9, 2000
                                                               Warrant No. 001
                                                               25,000 Shares

RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"),
hereby certifies that, for value received, Jan-Charles Fine, an individual
residing at 18 Page Road , Weston, Massachusetts, Inc. or  his assigns (the
"Holder") is entitled to purchase from the Company, during the period
commencing on the date hereof and ending at 5:00 p.m. Eastern Time on the
Expiration Date (as hereinafter defined) (the "Warrant Exercise Period"),
subject to the terms and conditions hereinafter set forth, the number of
shares of the Common Stock, par value $0.01, of the Company determined in
accordance with Section 1.

1.  Number of Warrant Shares.  Subject to adjustment as provided in Sections 4
and 11, and subject to the conditions to exercise provided in Section 5, the
number of shares of Common Stock for which this Warrant may, at any given time
during the Warrant Exercise Period, be exercised (such total number of
underlying unissued shares as may, from time to time, be issuable upon the
exercise hereof being hereinafter referred to as the "Warrant Shares") shall
be 25,000.

2.  Exercise Price.  This Warrant is exercisable for Warrant Shares at a price
per share (the "Warrant Price") equal to $17.00.

3.  Expiration Date.  Except as otherwise provided herein, this Warrant shall
expire on the earlier to occur of (a) the date on which this Warrant is fully
exercised and (b) 5:00 p.m. Mountain Daylight Time, on March 9, 2003, or, if
such day is not a Business Day, then at 5:00 p.m. Mountain Daylight Time on
the next succeeding Business Day (the "Expiration Date").

4.  Procedure for Exercise:

    (a)  Exercise by Cash Payment.  Subject to the conditions provided in
         Section 5, the Holder may exercise this Warrant by presenting and
         surrendering it either in person, by mail or by courier to the
         Company at the office specified in Section 12 between the hours of
         9:00 a.m. and 5:00 p.m. on any Business Day during the Warrant
         Exercise Period, accompanied by (a) payment in cash of the aggregate
         Warrant Price of the Warrant Shares to be purchased and (b) a
         subscription form duly executed by the Holder in substantially the
         form attached hereto as Annex A.  The number of Warrant Shares shall
         be reduced immediately upon any partial exercise by the number of
         shares so purchased, and a new Warrant, of like tenor and effect
         herewith, for the remaining Warrant Shares shall be issued to the
         Holder.

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    (b)  Cashless Exercise.  This Warrant may be exercised in full or in part
         by surrender of this Warrant to the Company accompanied by written
         notice substantially in the form attached hereto of the holder's
         election to effect cashless exercise ("Cashless Exercise").  Upon
         Cashless Exercise, the holder shall be entitled to receive, in
         respect of each share for which this Warrant is then exercised, that
         number of shares of Common Stock (or such other class of shares as
         may then be issuable upon exercise hereof) which, valued at Current
         Market Value, have a value equal to the Current Market Value of each
         of the shares as to which this Warrant is then being exercised less
         the Warrant Price payable for each such share.  For purposes of this
         Section 4, Current Market Value of Common Stock shall mean (i) if the
         Common Stock is traded in the over-the-counter market or on the
         National Association of Securities Dealers, Inc. Automated Quotation
         System ("NASDAQ"), the per share closing sale price of the Common
         Stock on the trading day immediately preceding the date of delivery
         of such notice of Cashless Exercise as reported by NASDAQ or an
         equivalent generally accepted reporting service, or (ii) if the
         Common Stock is traded on a national securities exchange, the per
         share closing price of the Common Stock on the principal stock
         exchange on which it is listed on the trading day immediately
         preceding the date of delivery of such notice of Cashless Exercise or
         (iii) if the Common Stock is not so listed or traded, the fair market
         value of the Common Stock as determined in good faith by the board of
         directors of the Company.  The term "closing sale price" shall mean
         the last sale price on the day in question as reported by NASDAQ or
         an equivalent generally accepted reporting service or (as the case
         may be) as reported by the principal stock exchange in which the
         Common Stock is listed, or if not so reported, as reasonably
         determined in good faith by the board of directors of the Company.

5.  Conditions to Exercise.

    (a)  It shall be a condition precedent to any exercise of this Warrant to
         purchase shares of Common Stock that the Holder shall have obtained,
         prior to such exercise, all regulatory approvals, if any, required to
         lawfully acquire such shares.

    (b)  Holder shall not be entitled to exercise this Warrant, and this
         Warrant may not be exercised, if following such exercise Holder and
         its affiliates (within the meaning of the Exchange Act) shall be the
         owners of 9.9% or more of the outstanding Common Stock of the
         Company.  The provisions of this Section cannot be amended except
         upon the explicit authorization by the Company's Board of Directors
         and the Company shall have no obligation whatever to give any effect
         to any notice of exercise or subscription for Warrant Shares if the
         issuance of such Warrant Shares would result in a contravention of
         the foregoing limitation on beneficial ownership of the Company's
         Common Stock.

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6.  Covenants. The Company covenants and agrees with the Holder as follows:

    (a)  All Warrant Shares shall, upon delivery to the Holder, be duly
         authorized, validly issued, fully paid and nonassessable shares of
         Common Stock.

    (b)  The Company shall pay when due and payable any and all federal and
         state original issue stock taxes, if any, that may be payable in
         respect of the issuance of Warrant Shares upon whole or partial
         exercise of this Warrant.

    (c)  The Company shall at all times on or after the issuance of this
         Warrant and prior to the expiration of the Warrant Exercise Period
         reserve and keep available a number of authorized but unissued shares
         of Common Stock sufficient to permit the full exercise of this
         Warrant.  If at any time the number of authorized but unissued shares
         of Common Stock is not sufficient for this purpose, the Company shall
         take such corporate action as may be necessary to increase the
         authorized but unissued shares of Common Stock to a number that is
         sufficient for this purpose.

    (d)  The Company shall cooperate fully with the Holder in obtaining any
         regulatory approvals referred to in Section 5 hereof.

7.  Loss, Theft, Destruction or Mutilation.  Upon delivery by the Holder to
the Company of evidence reasonably satisfactory to the Company of the
ownership and loss, theft, destruction or mutilation of this Warrant, and
(a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company, and (b) in the case of mutilation, of this
Warrant for cancellation, the Company shall execute and deliver, in lieu
thereof, a new Warrant of like tenor and effect herewith; provided, however,
that the Company may require as an additional condition to issuance of any
such substitute Warrant payment of a sum sufficient to reimburse it for any
stamp tax, other governmental charge or out-of-pocket expense connected
therewith.

8.  Rights of Holder.

    (a)  The Holder of this Warrant or of any portion thereof shall not,
         solely as such, be entitled to vote, to receive dividends or to be
         deemed the holder of Common Stock for any purpose nor shall anything
         contained in this Warrant be construed to confer upon the Holder, as
         such, any of the rights of a stockholder of the Company or any right
         to vote for the election of directors or upon any matter submitted to
         stockholders at any meeting thereof, or to give or withhold consent
         to any corporate action (whether upon a merger, conveyance or
         otherwise) or to receive notice of meetings, or to receive dividends
         or subscription rights or otherwise until this Warrant shall have
         been exercised and the Warrant Shares shall have become deliverable.

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    (b)  Regardless of the date of issue and delivery of certificates
         representing such shares, the Holder shall for all purposes be deemed
         to have become the holder of record of all shares purchased upon
         exercise of this Warrant as of the close of business on the date on
         which the Company has received, with respect to such purchase, (a)
         this Warrant, (b) the Warrant Price and (c) a duly executed
         subscription form.

9.  Transfer of Warrant.  The Company shall, upon surrender to it of this
Warrant, accompanied by one or more duly executed certificates of transfer in
substantially the form attached hereto as Annex B, execute and deliver in lieu
hereof (a) to and in the name of each assignee or transferee, a new Warrant,
of like tenor and effect herewith, representing the right to purchase, on the
same terms and conditions as set forth herein, such number of the Warrant
Shares as shall have been so assigned or transferred; and (b) to the Holder,
in case the right to purchase some portion of the Warrant Shares shall have
been retained by the Holder, a new Warrant, of like tenor and effect herewith,
representing the right to purchase, on the same terms and conditions as set
forth herein, such number of Warrant Shares.

10.  Disposition of Shares.

    (a)  Each Holder understands and agrees that this Warrant and the Warrant
         Shares have not been registered under either the Securities Act of
         1933, as amended (the "Act") or any applicable state securities laws
         (the "State Acts") and may not lawfully be sold or otherwise disposed
         of for value except upon registration of such transfer in accordance
         with the securities registration requirements of the Act and any
         applicable State Acts, or pursuant to an exemption from such
         registration requirements.

    (b)  Any certificates evidencing shares purchased upon exercise hereof
         shall be imprinted with a conspicuous legend in substantially the
         following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
         SECURITIES LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
         UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION
         OF COUNSELSATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS
         NOT REQUIRED.

    (c)  In connection with the purchase of this Warrant the Company has
         undertaken to register the Holder's resale of Warrant Shares under
         certain conditions and upon the effectiveness of such registration
         and such resale in accordance with the applicable requirements of the
         Act the certificates representing the Warrant Shares so resold shall
         be reissued without the foregoing legend.

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11.  Adjustment of Purchase Price and Number of Shares.  The number and kind
of securities purchasable upon the exercise of the Warrants and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events, as follows:

    (a)  Consolidation, Merger or Reclassification.  If the Company at any
         time while the Warrants remain outstanding and unexpired shall
         consolidate with or merge into any other corporation, or sell all or
         substantially all of its assets to another corporation, or reclassify
         or in any manner change the securities then purchasable upon the
         exercise of the Warrants (any of which shall constitute a
         "Reorganization"), then lawful and adequate provision shall be made
         whereby this Warrant certificate shall thereafter evidence the right
         to purchase such number and kind of securities and other property as
         would have been issuable or distributable on account of such
         Reorganization upon or with respect to the securities, which were
         purchasable or would have become purchasable under the Warrants
         immediately prior to such Reorganization.  The Company shall not
         effect any such Reorganization unless prior to or simultaneously with
         the consummation thereof the successor corporation (if other than the
         Company) resulting from such Reorganization shall assume by written
         instrument executed and mailed or delivered to the Holder, at the
         last address of the Holder appearing on the books of the Company, the
         obligation to deliver to the Holder such shares of stock, securities
         or assets as, in accordance with the foregoing provisions, the Holder
         may be entitled to purchase.  Notwithstanding anything in this
         Section 11(a) to the contrary, the prior two sentences shall be
         inoperative and of no force and effect if upon the completion of any
         such Reorganization the stockholders of the Company immediately prior
         to such event do not own at least fifty percent (50%) of the equity
         interest of the corporation resulting from such Reorganization and
         those Warrants which are unexercised shall expire on the completion
         of such Reorganization if the notice required by Section 11(e) hereof
         has been given.

    (b)  Subdivision or Combination of Shares.  If the Company at any time
         while the Warrants remain outstanding and unexpired shall subdivide
         or combine its Common Stock, the Warrant Price shall be adjusted to a
         price determined by multiplying the Warrant Price in effect
         immediately prior to such subdivision or combination by a fraction
         (i) the numerator of which shall be the total number of shares of
         Common Stock outstanding immediately prior to such subdivision or
         combination and (ii) the denominator of which shall be the total
         number of shares of Common Stock outstanding immediately after such
         subdivision or combination.

    (c)  Certain Dividends and Distribution.  If the Company at any time prior
         to the expiration of the Warrant Exercise Period shall take a record
         of the holders of its Common Stock for the purposes of:

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         (i)  Stock Dividends.  Entitling them to receive a dividend payable
              in, or to receive any other distribution without consideration
              of, Common Stock, then the Warrant Price shall be adjusted to
              the price determined by multiplying the Warrant Price in effect
              immediately prior to each dividend or distribution by a fraction
              (A) the numerator of which shall be the total number of shares
              of Common Stock outstanding immediately prior to such dividend
              or distribution, and (B) the denominator of which shall be the
              total number of shares of Common Stock outstanding immediately
              after such dividend or distribution; or

        (ii)  Distribution of Assets, Securities, etc.  Making any
              distribution without consideration with respect to its Common
              Stock (other than a cash dividend) payable otherwise than in its
              Common Stock, then the Holder shall, upon the exercise hereof,
              be entitled to receive, in addition to the number of Shares
              receivable thereupon, and without payment of any additional
              consideration therefor, such assets or securities as would have
              been payable to the Holder as owner of that number of Shares on
              the record date for such distribution; and an appropriate
              provision therefor shall be made a part of any such
              distribution.

    (d)  Adjustment of Number of Shares.  Upon each adjustment in the Warrant
         Price pursuant to Subsections (b) or (c)(i) of this Section 11, the
         number of shares purchasable under the Warrants represented by this
         certificate shall be adjusted to that number determined by
         multiplying the number of Shares purchasable upon the exercise of the
         Warrants immediately prior to such adjustment by a fraction, the
         numerator of which shall be the Warrant Price immediately prior to
         such adjustment and the denominator of which shall be the Warrant
         Price immediately following such adjustment.

    (e)  Notice.  In case at any time:

         (i)  The Company shall pay any dividend payable in stock upon its
              Common Stock or make any distribution, excluding a cash
              dividend, to the holders of its Common Stock.

        (ii)  The Company shall offer for subscription pro rata to the holders
              of its Common Stock any additional shares of stock of any class
              or other rights;

       (iii)  There shall be any reclassification of the Common Stock of the
              Company, or consolidation or merger of the Company with, or sale
              of all or substantially all of its assets to, another
              corporation; or

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        (iv)  There shall be a voluntary or involuntary dissolution,
              liquidation or winding up of the Company; then, in any one or
              more of such cases, the Company shall give to the Holder at
              least ten (10) days prior written notice (or, in the event of
              notice pursuant to Section 11(e)(iii), at least thirty (30) days
              prior written notice) of the date on which the books of the
              Company shall close or a record shall be taken for such
              dividend, distribution or subscription rights or for determining
              rights to vote in respect to any such reclassification,
              consolidation, merger, sale, dissolution, liquidation or winding
              up. Such notice in accordance with the foregoing clause shall
              also specify, in the case of any such dividend, distribution or
              subscription rights, the date on which the holder of Common
              Stock shall be entitled thereto, and such notice in accordance
              with the foregoing clause shall also specify the date on which
              the holders of Common Stock shall be entitled to exchange their
              Common Stock for securities or other property deliverable upon
              such reclassification, consolidation, merger, sale, dissolution,
              liquidation or winding up, as the case may be.  Each such
              written notice shall be given by first-class mail, postage
              prepaid, addressed to the Holder at the address of the Holder as
              shown on the books of the Company.

    (f)  No Change in Certificate.  The form of this Warrant certificate need
         not be changed because of any adjustment in the Warrant Price or in
         the number of Warrant Shares purchasable on its exercise.  The
         Warrant Price or the number of Warrant Shares shall be considered to
         have been so changed as of the close of business on the date of
         adjustment.

12.  Notices.  All notices and other communications pursuant hereto shall be
in writing and shall be deemed given if delivered in person or sent by United
States registered mail, postage prepaid to the following address, or at such
other address as either party may designate in writing by notice to the other
party at the following address:

If to the Company at:

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado  80921
Attention:  Chief Executive Officer

If to the Holder at:

Mr. Jan-Charles Fine
C/O Pro Tem Partners, Inc.
P.O. Box 402
18 Page Road
Weston, MA  02493-0003
Attention:  President

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13.  Termination. This Warrant shall automatically and immediately terminate,
without any further action by the Company or the Holder, upon the occurrence
of any of the following:

    (a)  any voluntary or involuntary proceeding shall be commenced with
         respect to the Holder in a court of competent jurisdiction seeking
         relief under any applicable bankruptcy, insolvency or similar law;

    (b)  a receiver, custodian, sequestrator or similar official for the
         Holder or for any substantial part of his property shall be appointed
         or elected;

    (c)  the Holder shall commence any winding-up or liquidation, voluntary or
         involuntary, of the Holder;

    (d)  the Holder shall make a general assignment for the benefit of his
         creditors or become unable generally, or admit in writing his
         inability, to pay his debts as they become due; or

    (e)  the Holder shall take any corporate or similar action for the purpose
         of effecting any of the foregoing.

14.  Miscellaneous.  This Warrant contains the entire agreement between the
parties with respect to the matters set forth herein and may not be modify
supplemented or amended except in a writing signed by both parties.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of Delaware.

WITNESS the following signature effective as of the 9th day of March 2000.

RAMTRON INTERNATIONAL CORPORATION


By: /S/ L. David Sikes
----------------------
L. David Sikes, Chairman and
Chief Executive Officer
Address:  1850 Ramtron Drive
Colorado Springs, CO 80921

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                                   ANNEX A
                              SUBSCRIPTION FORM

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the written Warrant in respect of ------------- of the shares
provided for therein, and requests that certificates be issued in the name of:

---------------------------------------------------------------
(Please Print Name, Address and Taxpayer Identification Number)

-------------------------------------------------

and, if said number of shares shall not be all the shares purchasable
hereunder, that a new Warrant certificate for the balance of the shares
purchasable under the within Warrant be registered in the name of the
undersigned Warrantholder or his/her Assignee as below indicated and delivered
to the address stated below.

The undersigned:

[  ]  elects to pay the full Warrant Price in cash or by certified or
      cashier's check or wire funds transfer

[  ]  elects "cashless exercise" pursuant to Section 4(b) of the Warrant

      "Current Market Value: for purposes of Cashless Exercise is:
      $-------------

      Number of shares issuable on Cashless Exercise is:  ------------

Date: ----------------------        ---------------------------------
                                      Signature of Warrantholder

The above signature must correspond with the name appearing upon the face of
this Warrant in every particular without alteration or enlargement or any
change whatever.

Name of Assignee, if any:  ---------------------------------
                                  (Please Print)

---------------------------------------------------------------
(Please Print Name, Address and Taxpayer Identification Number)

-----------------------------------------------

Signature Guaranteed:  Signature guarantee is required if certificates are to
be registered in the name of any person other than the name written upon the
face of the Warrant.  Signature must be guaranteed by a commercial bank or
trust company or a member firm of the New York Stock Exchange.

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                                   ANNEX B

                           CERTIFICATE OF TRANSFER

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado  80921

Attention:  Chief Executive Officer

Date: --------------

Gentlemen:

With reference to the Warrant to Purchase Shares of Common Stock dated
March 9, 2000 (the "Warrant"), issued by Ramtron International Corporation
(the "Company") to ----------- (the "Holder"), representing as of the date
hereof the right to purchase, on the terms and subject to the conditions
herein set forth, --------- shares of the Common Stock, par value $0.01, of
the Company (the "Warrant Shares"), the undersigned Holder hereby transfers,
conveys and assigns to ------------, subject to the terms and conditions of
the Warrant, the right to purchase ---------- of such Warrant Shares.  By this
transfer, all rights of the undersigned Holder with respect to such number of
the Warrant Shares are transferred to the transferee.

Enclosed herewith is the original Warrant so that the Company may issue in
lieu thereof (a) to the transferee, a new Warrant, of like tenor and effect
therewith, for the number of Warrant Shares with respect to which the
undersigned Holder's rights under the Warrant are hereby transferred, conveyed
and assigned, and (b) if the undersigned Holder has retained his rights under
the Warrant with respect to some portion of the Warrant Shares, a new Warrant,
of like tenor and effect therewith, for such number of the Warrant Shares.


---------------------------------
         as Holder

By:  ----------------------------

Name:  --------------------------

Title:  -------------------------

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