January 31, 2001


Mr. William W. Staunton, III
1850 Ramtron Drive
Colorado Springs, Colorado  80921

Dear Mr. Staunton:

This letter agreement ("Agreement") sets forth our agreement to the terms of
your continued employment with Ramtron International Corporation
("Ramtron").

1.  Term.  The term of this Agreement shall begin on December 15, 2000 and
    shall continue until December 31, 2002, unless sooner terminated as
    provided in paragraph 2 below.

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

3.  Salary.  The salary to be paid by Ramtron to you shall be TWENTY
    THOUSAND EIGHT HUNDRED THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS
    ($20,833.33) per month ($250,000.00 per annum), which amount shall be
    paid in equal installments on or about the 15th and 30th of each month.
    All such payments shall be subject to withholding and other applicable
    taxes.

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4.  Ownership of Documents, Patents and Copyrights.  Any documents,
    inventions or copyrightable material that you may prepare while employed
    by Ramtron shall be subject to the non-disclosure and assignment
    requirements provided in the Invention and Non-Disclosure Agreement
    between you and Ramtron dated January 3, 2001.  The termination or
    expiration of this Agreement shall have no affect on your duties and
    obligations as provided in said Invention and Non-Disclosure Agreement.

5.  Change of Ownership.  If during the term of this contract, a change of
    ownership of Ramtron (defined as the sale or transfer of more than 50%
    of the assets or stock to a single new owner) occurs and your employment
    hereunder is not continued (or an equivalent job is not offered to you
    with the new entity), then you shall be entitled to a severance package
    that would include:

    Your salary until departure date

    Any unpaid expense reimbursement

    Accrued vacation pay

    The greater of your salary through December 31, 2002 or one year's
    salary to be paid in one lump sum or monthly over 12 months at the
    discretion of the Company

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

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

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

9.  Assignability and Binding Effect.  This Agreement shall inure to the
    benefit of and shall be binding upon your successors, assigns and legal
    representatives and the successors and assigns of Ramtron.  Except as
    set forth in paragraph 10 below, neither party may assign, transfer,
    pledge, encumber or otherwise dispose of this Agreement or any rights or
    obligations hereunder, and any such attempt at delegation or disposition
    shall be null and void and without effect.

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

Please indicate your agreement to the foregoing by signing below.

Sincerely,

/S/ L. David Sikes
L. David Sikes
Chairman

LDS/klb

This Agreement is hereby agreed to and accepted, effective as of
December 15, 2000.

/S/ William W. Staunton, III                2-6-01
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William W. Staunton, III                     Date

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