Exhibit 10.28*
*  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.

                        FRAM TECHNOLOGY LICENSE AGREEMENT

THIS FRAM TECHNOLOGY LICENSE AGREEMENT (the "Agreement"), effective as of the
15th day of November, 2001, is entered into by and between RAMTRON
INTERNATIONAL CORPORATION ("Ramtron"), a Delaware corporation having its
principal office at 1850 Ramtron Drive, Colorado Springs, Colorado 80921,
USA, and NEC CORPORATION, a Japanese corporation, having its principal office
at 5-Chome 7-1, Shiba, Minato-Ku, Tokyo, 108-8001, Japan ("NEC").

                                R E C I T A L S

A.  Ramtron has developed and is developing a state-of-the-art ferroelectric
    semiconductor technology.

B.  NEC wishes to obtain from Ramtron, and Ramtron is willing to grant to NEC
    a license to certain ferroelectric intellectual property rights (as
    defined herein) for use in the design, development, manufacture and sale
    of specified licensed products.

C.  The parties desire to set forth the terms and conditions of the license
    agreement.

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 NEC hereby agree as
follows:

ARTICLE 1 - DEFINITIONS

When used in this Agreement, the following terms have the following meanings:

1.1  "Affiliate" or "affiliate" means any enterprise, whether a corporation,
     unincorporated association, joint venture, partnership or otherwise, in
     which a person or corporation, or any holding company or subsidiary of
     such corporation, or any holding company or subsidiary of such holding
     company, participates directly or indirectly, and if in relation to such
     enterprise, such person, corporation or any such holding company or
     subsidiary has the power to appoint the management thereof, or control
     the majority of votes at a general meeting.

1.2  "Dollars" or "$" means United States currency unless otherwise specified.

1.3  "Yen" means Japanese currency unless otherwise specified.

1.4  "Effective Date" means the date of this Agreement as set forth in the
     introductory paragraph of this Agreement.

1.5  "FRAM Product" means any product using FRAM Technology and/or Ramtron's
     Improvements in:  (i) semiconductor devices that incorporate embedded
     nonvolatile ferroelectric memory ("Embedded FRAM Products") and/or (ii)
     semiconductor devices that combine ferroelectric memory with RF/ID analog
     circuitry in a single chip ("Ferroelectric RF/ID Products").  In no case
     will FRAM Product be deemed to include standard, nonvolatile
     ferroelectric semiconductor memory devices.

                                    Page-1
<PAGE>
1.6  "FRAM Technology" means that certain thin-film ferroelectric technology
     developed and/or owned by Ramtron or as to which Ramtron has the right to
     grant a license to NEC without payment of any compensation to third
     parties except Ramtron's employees or Subsidiaries, and which consists
     of: (i) technology pertaining to the manufacture and production of
     standard, nonvolatile, random access semiconductor memory devices that
     utilize binary polarization states on the hysteresis curve of
     ferroelectric material; and, (ii) technology pertaining to the material
     and process for the formation of ferroelectric film, which may be
     developed and/or owned by Ramtron, including all technology and
     inventions claimed in Ramtron's patents.

1.7  "NEC's Improvements" means all improvements, enhancements and
     developments to FRAM Technology and Ramtron IPR developed by NEC and/or
     its Subsidiaries, independent of Ramtron and its Subsidiaries, during the
     term of this Agreement.

1.8  "Net Sales" means the total of all gross amounts received by NEC, its
     Subsidiaries and/or affiliates with regard to the sale or other transfer
     of FRAM Products for value accounted for in accordance with generally
     accepted accounting principles, less costs of packing, transportation,
     shipping or insurance incident to such transportation and shipping
     charges, excise or other taxes and customs duties and allowances for
     actual returns, if any.  Should NEC, its Subsidiaries and/or affiliates
     sell FRAM Products in combination with other components or equipment,
     then the calculation of Net Sales shall be based on the price normally
     charged by such party for FRAM Products when separately invoiced or
     priced or if no separately invoiced or priced sales of such FRAM Products
     have been made, then the calculation of Net Sales shall be based on the
     price such party would charge for such FRAM Products in an arm's-length
     commercial sale transaction for cash.  Net Sales shall include any amount
     received by NEC with regard to the sale or other transfers of FRAM
     Products to a Subsidiary or affiliate, or any amount received by a
     Subsidiary or affiliate with regard to the sale or other transfer for
     value of FRAM Products to NEC.  Notwithstanding the foregoing, Net Sales
     shall include amounts received by NEC or such Subsidiaries and/or
     affiliates with respect to a subsequent sale, use or other transfer for
     value to a third party by NEC, its Subsidiaries and/or affiliates.

1.9  "Ramtron Intellectual Property Rights" or "Ramtron IPR" means all patents
     and patent applications, maskwork rights, copyrights, trade secrets,
     know-how and other intellectual property rights in all countries of the
     world relating to FRAM Technology, which are created or have filing dates
     prior to the date of expiration or termination of this Agreement, and
     which are owned and/or controlled by Ramtron and which Ramtron has the
     right to grant a license to NEC hereunder without payment of any
     compensation to third parties (except Ramtron's employees or
     Subsidiaries) as of the Effective Date or thereafter during the term of
     this Agreement.

                                    Page-2
<PAGE>
1.10  "Royalty Period" means the   **       period beginning on the date in
      which the first commercial sale occurs of any FRAM Product.

1.11  "Accounting Period" means the period of six (6) months ending on the
      last day of March, and September of each year during the Royalty Period.

1.12  "Subsidiary" or "Subsidiaries" means any enterprise, whether a
      corporation, unincorporated association, joint venture, partnership,
      limited liability company, or otherwise, more than fifty percent (50%)
      of whose voting stock or other similar interests are owned or controlled
      by either party hereto, directly or indirectly, now or hereafter, but
      such enterprise shall be deemed to be a Subsidiaries only so long as
      such ownership or control exists.

1.13  "Technology License" has the meaning set forth in Section 2.1.

ARTICLE II - TECHNOLOGY LICENSE

2.1  Ramtron Grant.  Upon receipt by Ramtron of the payment described in
     Article 3.1.1 below, Ramtron grants to NEC a worldwide, perpetual,
     nonexclusive, nontransferable, nonsublicensable right and license to use
     Ramtron's IPR to design, develop, make, have made, sell, use, lease,
     transfer and otherwise dispose of FRAM Products.  The license rights
     granted by Ramtron to NEC in this Section 2.1 shall be referred to herein
     as the "Technology License."  The Technology License may not be used by
     NEC for any purpose other than those specifically stated in this Section
     2.1.

     2.1.1  Ramtron Proprietary Information.  All proprietary information and
            technology, including FRAM Technology and/or Ramtron IPR, provided
            or disclosed by Ramtron to NEC hereunder, and all inventions or
            technologies made or developed solely by Ramtron in the
            performance of this Agreement, shall remain the property of
            Ramtron.

2.2  NEC Grant.  NEC grants to Ramtron a royalty-free, nonexclusive,
     nontransferable, nonsublicensable, worldwide and perpetual license to use
     NEC's Improvements to design, develop, manufacture, make, have made, use,
     lease, sell, transfer and otherwise dispose of Ramtron FRAM Products.

     2.2.1  NEC Proprietary Information.  All proprietary information and
            technology, including NEC's Improvements, provided or disclosed by
            NEC to Ramtron hereunder, and all inventions or technologies made
            or developed solely by NEC in the performance of this Agreement,
            shall remain the property of NEC.

2.3  Subsidiaries.  The licenses granted pursuant to Sections 2.1 and 2.2 are
     hereby extended to Subsidiaries of each licensee and any technical
     information provided to such party hereunder may be made available to its
     Subsidiaries to the extent necessary.

                                    Page-3
<PAGE>
2.4  Option for FRAM Technology Transfer.  With NEC's written request, Ramtron
     shall agree to the transfer of technology relating to the FRAM
     Technology. NEC and Ramtron shall mutually negotiate the terms and
     conditions, methods, plan, and schedule for such technology transfer
     prior to the beginning of such transfer of technology.  However such
     technology transfer fee shall not exceed          **
         **         .  In the event that Ramtron agrees to transfer its FRAM
     Technology to NEC pursuant to this Article 2.4, the Parties shall enter
     into a separate written agreement setting forth the scope and method of
     the transfer.  At a minimum, such separate written agreement shall
     include covenants protecting Ramtron's trade secrets and other
     intellectual property rights, and requiring that the Technology License
     granted by Ramtron to NEC in Article 2.1 shall be limited such that NEC
     may only have FRAM Products made by a third party licensee of Ramtron.
     Notwithstanding the foregoing, NEC may have a non-licensee continue to
     manufacture FRAM Products for NEC only provided such non-licensee entered
     into a written agreement with NEC prior to NEC and Ramtron executing the
     separate written agreement referenced in this Article 2.4.

ARTICLE III - COMPENSATION

3.1  Fees.  In consideration of the grants, rights, privileges, technical
     assistance and materials provided and to be provided hereunder, NEC shall
     pay to Ramtron the following lump-sum amounts:

     3.1.1  Initial License Fee.  Within thirty (30) days after the Effective
            Date of this Agreement, NEC shall make a non-refundable payment to
            Ramtron of           **                .

     3.1.2  Milestone Fees.  Subject to subsection 7.5 of this Agreement, on
            or before the dates set forth immediately below NEC shall make a
            non-refundable payment to Ramtron in the referenced amounts:

                       Date                              Amount
            -----------------------------            ----------------
            Twelve (12) Months After The
            Effective Date:                            **      ; and

            Twenty-four (24) Months After
            The Effective Date:                            **

3.2  Royalty Payments.  In addition to the payments under Section 3.1
     immediately above, and notwithstanding a termination of this Agreement,
     NEC shall pay Ramtron a royalty on all FRAM Products based upon or which
     use the FRAM Technology and sold by NEC, its Subsidiaries and/or
     affiliates upon the first sale by NEC, its Subsidiaries and/or affiliates
     of FRAM Products, as follows:

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<PAGE>
     3.2.1  Embedded FRAM Products.  NEC shall pay Ramtron a royalty on all
            Net Sales of Embedded FRAM Products by NEC, its Subsidiaries
            and/or any NEC affiliate, at the rate determined by     **
            multiplied by the base Embedded FRAM royalty rate  for set forth
            below.                     **
                             **                 .  In no event shall the
            royalty rate be less       **             of the prevailing
            rate set forth below.

            Royalty Period        Base Royalty Rate for Embedded FRAM Products
            --------------        --------------------------------------------
            First   **     years                   **        of Net Sales

            For the years   **
            through     **                         **        of Net Sales

            For the years   **
            through     **                         **        of Net Sales

     3.2.2  Royalty for RF/ID Products.  NEC shall pay Ramtron a royalty on
            all Ferroelectric RF/ID Products at the following stipulated rate
            of the Net Sales of such products for the duration of the Royalty
            Period.

            3.2.2.1              **                   Net Sales Amount of
                     RF/ID Products.

            3.2.2.2              **                         Net Sales
                     Amount of IF/ID Products.

     3.2.3  Adjustment of Royalties:  Notwithstanding any other provision of
            this section 3.2, should a final, non-appealable decision be
            entered by a judicial entity having jurisdiction to enter such
            decision, that Ramtron's IPR is invalid or unenforceable, then
            Ramtron and NEC shall discuss in good faith a reduction of royalty
            rates required hereunder.  Any reduction mutually agreed to will
            be applicable only to FRAM Products sold by NEC on or after the
            date of such final, non-appealable decision.

3.3  Payment and Certification of Royalties by NEC.  All payments for each
     Royalty Period under this Agreement shall be made by NEC in the United
     States Dollars through wire transfer directly to Ramtron's bank account:
     U.S. Bank Exchange, 1125 Garden of the Gods Road, Colorado Springs,
     Colorado 80907,           **                 , Account Number-
          **    , Account Name-Ramtron International Corporation.  NEC shall,
     on or before May 15 and November 15 in each year, commencing with the
     Accounting Period during which royalties are first payable under this
     Agreement, furnish to Ramtron a statement, signed by NEC's department

                                    Page-5
<PAGE>
     head charged therewith, concerning the Net Sales by or on behalf of NEC
     of FRAM Products sold by or on behalf of NEC and/or its Subsidiaries
     and/or affiliates during the preceding Royalty Period in sufficient
     detail to permit the computation of the royalties due for such Royalty
     Period.  Each such report shall break the Net Sales of NEC, its
     Subsidiaries and/or affiliates into the categories of non-RF/ID Embedded
     FRAM Products and Ferroelectric RF/ID Products, to enable NEC and Ramtron
     to calculate the royalties due pursuant to Section 3.2 above. NEC also
     shall pay Ramtron the royalties payable for the Accounting Period within
     June 15 and December 15 in each year.  If any royalty payable pursuant to
     Article 3.2 is computed in any currency other than Dollars, conversion to
     Dollars shall be at the foreign exchange rate (telegraphic transfer
     selling rate) specified by the Bank of Tokyo Mitsubishi Limited, Tokyo,
     Japan on the last business day of the Accounting Period for which the
     royalties are payable.

3.4  Records.  NEC shall keep true and accurate records, files and books of
     accounts reasonably necessary in accordance with generally accepted
     accounting principles to ascertain the amount of the royalties payable to
     Ramtron under Section 3.2 above for three (3) years from the end of each
     reporting Royalty Period.

3.5  Audit.  Ramtron shall have the right, through a certified independent
     public accountant of international reputation designated by Ramtron and
     reasonably acceptable to NEC, to make an examination and audit, not more
     frequently than once per year, during normal business hours acceptable to
     NEC, of NEC's records, files and books of accounts as may contain
     information bearing upon the amounts due to Ramtron under Section 3.2
     above.  Prompt adjustment shall be made between the parties for any
     underpayments or overpayments disclosed by such audit.  In the event that
     any royalty report(s) understates in total the royalties due to Ramtron
     for the relevant audited Royalty Period(s) by more than five percent
     (5%), NEC shall pay any shortfall and reimburse Ramtron for the cost of
     such audit.  Such certified public accountant's report to Ramtron shall
     provide only the amount of royalties actually payable to Ramtron and any
     information in NEC's records, files and books of accounts shall be
     treated as confidential by said certified public accountant and shall not
     be disclosed to Ramtron or to any third party.

3.6  Withholding Taxes.  NEC may deduct from the fees any the royalties to be
     paid by NEC to Ramtron pursuant to Section 3.1 and Section 3.2 above the
     amount of withholding taxes as imposed by the Japanese Government to the
     extent that such taxes are allowable as a credit against taxes to be
     levied on Ramtron by the tax authorities of the United States, or
     permitted under the tax treaty between the United Sates and Japan.  NEC
     agrees to furnish Ramtron with official tax receipts certifying such tax
     payment issued by the Japanese tax authorities as soon as practicable
     after such payment is made, provided that Ramtron shall reasonably assist
     NEC in its obtaining such official tax receipts.

                                    Page-6
<PAGE>
ARTICLE IV - CONFIDENTIALITY

4.1  Confidentiality.  During the term of this Agreement and for a period of
     five (5) years thereafter, the parties hereto agree that all data,
     drawings, materials, prototypes, designs, processes, procedures,
     formulae, improvements, financial data, marketing information, technical
     information, engineering data, manufacturing specifications and other
     trade secrets and confidential information disclosed by one party to the
     other or any of its Subsidiaries, whether or not in written, graphic,
     machine-readable or other tangible form, for the purpose of this
     Agreement (hereinafter "Confidential Data"), shall be regarded and
     treated by the parties in strictest confidence and shall not be disclosed
     to any third party without the express written consent of the disclosing
     party.  The parties hereto further acknowledge and agree that all
     information disclosed to the other party hereunder and all other
     information to which the other party may have access by virtue of any
     such disclosure shall be presumed by the parties to be Confidential Data,
     unless the disclosing party shall advise the receiving party that any
     such item or items need not be regarded or treated as Confidential Data.
     However, the parties hereto confirm that Confidential Data may be used to
     the extent necessary for implementing any of the receiving party's
     activities to be contemplated under this Agreement.

4.2  Exclusions.  Confidential Data shall not include: (i) information which
     is in the possession of the recipient at the time it is received from the
     disclosing party, where the possession of such information can be
     established from documentation generated prior to the disclosure of such
     information by the disclosing party (whether pursuant to this Agreement
     or otherwise); (ii) information which is in the public domain through no
     act or omission of the parties hereto or their respective
     representatives; (iii) information lawfully received from others who are
     not under restrictions similar to those identified in Section 4.1 hereof
     or who are not in breach of any confidentiality agreement with Ramtron or
     NEC; or (iv) information that is developed or derived by the recipient
     independent of any disclosure hereunder.  Also, the parties hereto may
     disclose Confidential Data to (a) any government or judicial body having
     jurisdiction to request and to review the same, and (b) legal counsel
     representing the parties hereto, but only to the extent so ordered. Even
     in the aforesaid case of (a), the disclosing party shall provide other
     party with the reason and the contents to disclose by written notice
     prior to such disclosure.

4.3  Marking of Documents and Materials.  In furtherance, but not in
     limitation, of the provisions of Section 4.1 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
     Confidential Data 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.

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<PAGE>
4.4  Return of Confidential Data.  Within fourteen (14) days following a
     request by the disclosing party, after the expiration or termination of
     this Agreement, the receiving party shall return any Confidential Data
     and any copies, recordings or transcriptions thereof, which are no longer
     required to be used for purposes of this Agreement.

4.5  Indemnification.  Without limiting any other right, remedy or benefit
     occurring to either party under this Agreement or by law, but subject to
     the limitations set forth in Article VI (Limitations on Liability) each
     party shall indemnify the other party fully for all damages caused by any
     unauthorized disclosure or use of any information intended to be kept
     secret, confidential or proprietary in accordance with this Article IV,
     by such other party or its representatives, employees, agents and
     consultants.

ARTICLE V - COVENANTS, WARRANTY AND LIMITED INDEMNIFICATION

5.1  Covenants, Representations and Warranties of Ramtron.  Ramtron hereby
     represents and warrants that:

     5.1.1  Ramtron's execution of this Agreement has been duly authorized by
            all necessary corporate action, including, with limitation,
            approval of Ramtron's board of directors, and constitutes a
            legally binding and enforceable obligation of Ramtron;

     5.1.2  It has all right, title and interest to the FRAM Technology and
            Ramtron's Improvements to be licensed hereunder and/or Ramtron's
            IPR to be licensed hereunder to NEC and/or its Subsidiaries and
            that Ramtron has the right to grant to NEC and/or its Subsidiaries
            the licenses to be granted herein;

     5.1.3  Ramtron has taken and will take all reasonably necessary actions
            in order to avoid any unauthorized use or infringement of a third
            party's ferroelectric related intellectual properties (e.g.,
            patent rights and trade secrets), and Ramtron, as of the Effective
            Date of this Agreement and subject to Section 5.1.5 below, has no
            actual knowledge of any claims against Ramtron in connection with
            any third party's ferroelectric related intellectual properties;

     5.1.4  As of the Effective Date of the Agreement and subject to Section
            5.1.5 below, Ramtron has no actual knowledge of any dispute raised
            by a third party against Ramtron in connection with a third
            party's ferroelectric related intellectual properties, and has no
            actual knowledge of any patent infringement or trade secret
            violation proceeding pending against Ramtron;

     5.1.5  As of the Effective Date of the Agreement, Ramtron has no actual
            knowledge of any judicial or administrative proceeding where a
            third party alleges invalidity or unenforceability of Ramtron IPR,
            except the five interference proceedings pending before either the
            U.S. District Court for the District of Columbia or the U.S.
            Patent and Trademark Office concerning Ramtron's U.S. patent No.
            4,873,664 (Case Nos, 102,723; 102,724; 102,725; 102,726; and
            102,727); and

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<PAGE>
5.2  Covenants, Representations and Warranties of NEC.  NEC hereby represents
     and warrants that:

     5.2.1  NEC's execution of this Agreement has been duly authorized by all
            necessary corporate action, including, with limitation, approval
            of NEC's board of directors, and constitutes a legally binding and
            enforceable obligation of NEC; and

     5.2.2  It has all right, title and interest to NEC's Improvements to be
            licensed hereunder to Ramtron and/or its Subsidiaries, and that
            NEC has the right to grant to Ramtron and/or its Subsidiaries the
            licenses to be granted herein.

5.3  Defense of IPR.  Ramtron shall use its reasonable best efforts to defend
     Ramtron IPR against claims asserted by a third party that Ramtron IPR is
     invalid or unenforceable.  NEC shall use its reasonable best efforts to
     defend its patents on NEC's Improvements against claims asserted by a
     third party that NEC's patents are invalid or unenforceable.  NEC and
     Ramtron shall consult with each other regarding these matters.

5.4  Notice of Infringement.  Ramtron and NEC shall promptly advise the other
     in writing of any claim, action, lawsuit, or proceeding threatened, made
     or brought against them or either of them for infringement of a patent
     issued to a third party, or for violation of a third party's patent,
     trade secret or other intellectual property right based in any instance
     upon (i) NEC's use of the FRAM Technology or NEC's sale, lease, use or
     distribution of FRAM Products or (ii) Ramtron's use of NEC's Improvements
     or Ramtron's sale, use or distribution of FRAM Products, which in any way
     incorporate NEC's Improvements.

5.5  Infringement Assistance Provided to NEC.  In the event any claim or
     action is brought by a third party against NEC based on alleged
     infringement by licensed FRAM Products designed by NEC or its practice of
     FRAM Technology, Ramtron Intellectual Property Rights, provided and/or
     licensed to NEC hereunder, of any patent or other intellectual property
     rights owned by any third party, then Ramtron shall use its reasonable
     best efforts to provide NEC with (i) reasonable non-monetary assistance
     in connection with the defense and settlement of such claim or action,
     including all the necessary information related to the infringing
     technology, and (ii) reasonable consultation for NEC's achievement of a
     viable alternative solution to avoid such infringement issue.

5.6  Infringement Assistance provided to Ramtron.  In the event any claim or
     action is brought by a third party against Ramtron based on alleged
     infringement by FRAM Products manufactured by Ramtron or a Ramtron
     licensee using NEC's Improvements provided to Ramtron hereunder or
     practice of NEC's Improvements, of any patent or other intellectual
     property rights owned by any third party, then NEC shall use its
     reasonable best efforts to provide Ramtron with (i) reasonable assistance
     in connection with the defense and settlement of such claim or action,
     including all the necessary information related to the infringing
     technology, and (ii) reasonable consultation for Ramtron's achievement of
     a viable alternative solution to avoid such infringement issue.

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<PAGE>
5.7  Limitation of Warranty.  THIS ARTICLE V STATES RAMTRON'S AND NEC'S TOTAL
     LIABILITY AND RESPONSIBILITY TO EACH OTHER AND THE SUBSIDIARIES OF EACH,
     AND NEC'S AND RAMTRON'S AND THEIR RESPECTIVE SUBSIDIARIES' SOLE REMEDY
     FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK,
     COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE FRAM TECHNOLOGY,
     RAMTRON'S IMPROVEMENTS OR NEC'S IMPROVEMENTS LICENSED HEREUNDER, THE FRAM
     PRODUCTS, OR ANY PART THEREOF.  THIS ARTICLE V IS IN LIEU OF AND REPLACES
     ANY OTHER EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT.

ARTICLE VI - LIMITATIONS ON LIABILITY

6.1  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY OTHER
     PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES,
     HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY
     HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY
     OUT OF THIS AGREEMENT OR THE TECHNOLOGY OR PRODUCTS LICENSED, PATENTS,
     TRADE SECRETS, COPYRIGHTS OR MASKWORK RIGHTS OF ANY TYPE WHATSOEVER, OR
     OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT.

ARTICLE VII - TERM AND TERMINATION

7.1  Term.  This Agreement shall become effective on the Effective Date and
     shall remain in full force until the      **     anniversary of the
     Effective Date, unless earlier terminated in accordance with the
     provisions of this Article VII or unless extended by the mutual agreement
     of the parties.

7.2  Termination Upon Insolvency or Merger.  Subject to Section 7.4 herein,
     each party may terminate this Agreement by giving written notice to the
     other party upon or after:

     7.2.1  The filing by the other party of a voluntary petition in
            bankruptcy or insolvency;

     7.2.2  Any adjudication that the other party is bankrupt or insolvent;

     7.2.3  The appointment of a receiver or trustee for all or substantially
            all of the property of the other party;

     7.2.4  Any assignment or attempted assignment by the other party for the
            benefit of creditors;

     7.2.5  The institution of any proceedings for the liquidation or winding
            up of the other party's business or for the termination of its
            corporate charter; or

     7.2.6  The merger or acquisition of the other party into or by, or the
            sale of all or substantially all of the other party's assets to a
            third party corporation or other entity, unless such merging or
            acquiring corporation or entity expressly assumes the merged or
            acquired party's obligations under this Agreement.

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<PAGE>
7.3  Termination by Default.  If either party defaults in the performance of
     any material obligations hereunder, and if any such default is not
     corrected within sixty (60) days after the defaulting party receives
     written notice of such default from the non-defaulting party, then the
     non-defaulting party may, at its option, and in addition to any other
     remedies it may have, terminate this Agreement subject to the terms set
     forth in Section 7.4 immediately below upon written notice to the
     defaulting party.

7.4  Survival.  Articles II (Technology License), III (Compensation), IV
     (Confidentiality), VI (Limitations on Liability), and VIII (General Terms
     and Conditions) shall survive the expiration of this Agreement.  Upon
     termination of this Agreement pursuant to Sections 7.2 or 7.3 immediately
     above, all rights, privileges and obligations hereunder shall cease,
     provided, however that:

     7.4.1  In the event that this Agreement is terminated under Section 7.2
            above, any and all licenses previously granted hereunder to the
            terminating party shall survive such termination and continue,
            provided the terminating party tenders on a timely basis any and
            all payments referenced in Article III, and further subject to
            compliance with the provisions of Articles IV, VI, and VIII.  Any
            and all licenses previously granted hereunder to the other party
            (i.e., the bankrupt and/or insolvent party) which are in force on
            the termination date shall terminate immediately upon the
            termination date.

     7.4.2  In the event this Agreement is terminated under Section 7.3 as a
            result of a Ramtron default which is not corrected within the
            sixty (60) day period provided in Section 7.3 above, any and all
            licenses previously granted to NEC hereunder shall survive and
            continue after such termination, provided NEC tenders on a timely
            basis any and all payments referenced in Article III, and further
            subject to NEC's compliance with the provisions of Articles II
            (Technology License), IV (Confidentiality), VI (Limitations on
            Liability), and VIII (General Terms and Conditions).

     7.4.3  In the event that this Agreement is terminated under Section 7.3
            as a result of an NEC default which is not corrected by NEC within
            the sixty (60) day period provided in Section 7.3 above, (i) all
            license rights previously granted to NEC hereunder shall
            automatically terminate on the date of such termination, and NEC
            shall return to Ramtron all technical documents and data furnished
            by Ramtron to NEC under this Agreement and (ii) all license rights
            granted to Ramtron hereunder shall survive and continue after such
            termination, subject to the provisions of Articles IV, VI, and
            VIII.

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<PAGE>
7.5  NEC Discretionary Termination.  Notwithstanding anything in this
     Agreement to the contrary, after payment of the Initial License Fee
     referenced in subsection 3.1.1 herein, NEC may terminate this Agreement
     upon thirty (30) days prior written notice to Ramtron should NEC conclude
     further development of FRAM Technology is not in its best interests.  In
     the event of such discretionary termination by NEC:

     7.5.1  NEC shall be relieved of paying Ramtron any remaining Milestone
            Fees referenced in subsection 3.1.2;

     7.5.2  the Technology License, shall be terminated and of no further
            force or effect; and,

     7.5.3  any payments previously tendered by NEC to Ramtron shall be deemed
            non-refundable.

ARTICLE IX- GENERAL TERMS AND CONDITIONS

8.1  Notices.  All notices and requests required or authorized hereunder,
     shall be given in writing by registered or certified mail, postage
     prepaid, addressed as follows unless one party notifies the other in
     writing of any changes in such address:

If to NEC:         NEC Corporation
                   NEC Electron Devices
                   Intellectual Property Division
                   1753, Shimonumabe, Nakahara-Ku, Kawasaki,
                   Kanagawa, 211-8666, Japan
                   Attn: Licensing Manager

If to Ramtron:     Ramtron International Corporation
                   1850 Ramtron Drive
                   Colorado Springs, Colorado  80921
                   Attention:  President

     With a copy to:  The Benitez Professional Corporation - Attorneys
                      1776 Lincoln Street - Suite 1300
                      Denver, Colorado 80203
                      Attn:  John R. Benitez

8.2  Arbitration.  All disputes, controversies or differences which may arise
     between the parties in relation to or in connection with this Agreement
     shall be settled by amicable negotiation by both parties.  If both
     parties are unable to settle such disputes within a reasonable period,
     then such disputes shall be referred to and finally settled by
     arbitration in accordance with the then existing rule of International
     Chamber of Commerce. Arbitration shall take place in Denver, Colorado,
     the United States in case Ramtron is the defending party and in Tokyo,
     Japan in case NEC is the defending party, and one (1) arbitrator shall be
     appointed in accordance with the rule of International Chamber of
     Commerce.The arbitration shall be conducted in English.  The award of
     arbitration shall be final and binding upon both parties.

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<PAGE>
8.3  Export Control.  The parties agree that no technical information,
     including software, furnished hereunder or any direct products thereof is
     intended to or will be exported or re-exported, directly or indirectly,
     to any destination restricted or prohibited by export control regulations
     of the USA and/or Japan, including the US Export Administration
     Regulations, without the prior written authorization from the appropriate
     governmental authorities.

8.4  Governing Law.  This Agreement and the performance of the parties
     hereunder shall be construed in accordance with and governed by the laws
     of the State of Colorado, without giving effect to the principles of
     conflicts of laws.

8.5  Severability.  In the event that one or more provision(s) of this
     Agreement is or becomes or is deemed invalid, illegal or unenforceable in
     any respect, such invalidity, illegality or unenforceability shall not
     effect any other provision of this Agreement, and this Agreement shall be
     construed as if such invalid, illegal or unenforceable provision(s) had
     not been contained herein.

8.6  Waiver.  The delay or failure of a party to exercise any right or option
     hereunder or failure to enforce any provision herein shall not impair any
     such right or option nor shall it constitute a waiver thereof or
     acquiescence thereto unless explicit written notice is provided.

8.7  Assignment.  Neither this Agreement nor any right or obligation hereunder
     may be assigned to any third party by either party hereto, nor shall the
     same inure to the benefit of any trustee in bankruptcy, receiver or other
     successor of either party, without the prior written consent of the other
     party.  The provisions of this Agreement will be binding upon and inure
     to the benefit of the parties, their successors and permitted assigns.

8.8  Remedies Cumulative.  Except as explicitly excluded or limited, all
     remedies, either under this Agreement or by law or otherwise afforded to
     any party, shall be cumulative and not exclusive or alternative and shall
     be in addition to all remedies given hereunder or now or hereafter
     existing, at law or in equity, by statute or otherwise.  The election of
     any one or more remedies by any party shall not constitute a waiver of
     the right to pursue other available remedies.

8.9  Force Majeure.  Neither party to this Agreement shall be responsible for
     delay or failure in performance caused by any governmental act, law,
     regulation, order or decree, by communication line or power failures
     beyond its reasonable control, or by fire, flood or other natural
     disasters, nor shall any such delay or failure be considered to be a
     breach of this Agreement; provided that the provisions of this Section
     8.9 shall not apply to any payment obligation of either party hereto.  In
     any such event, performance shall take place thereafter as soon as is
     reasonably feasible.

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<PAGE>
8.10  Publicity.  The parties hereto agree that the terms and conditions of
      this Agreement shall be confidential to any third party and that if
      necessary, all notices to third parties and all publicity concerning the
      terms and conditions of this Agreement shall be jointly planned and
      coordinated by and between the parties.  Neither of the parties shall
      act unilaterally in this regard without the prior written approval of
      the other party. The parties shall mutually agree upon a press release
      and its contents, which shall be issued within ten (10) days following
      execution of this Agreement.

8.11  Independent Contractor.  The parties are independent contractors.
      Nothing contained herein or done pursuant to this Agreement shall
      constitute the parties as entering into a joint venture or partnership,
      or shall constitute either party as the agent of the other party for any
      purpose or in any sense whatsoever.

8.12  Headings.  The section headings appearing in this Agreement are inserted
      only as a matter of convenience and in no way define, limit, construe or
      describe the scope or intent of such section, or in any way affect this
      Agreement.

8.13  Entire Agreement.  This Agreement sets forth the entire agreement and
      understanding between the parties as to the subject matter hereof and
      supersedes all prior agreements, negotiations or understandings with
      respect thereto.  This Agreement may not be changed, altered or amended
      in any manner, orally or otherwise, except in writing signed by duly
      authorized officers or representatives of both parties hereto.

8.14  Most Favored Nations.  If after the Effective Date Ramtron grants to any
      other semiconductor manufacturer a license to FRAM Technology of an
      equivalent scope to the license granted in Section 2.1 hereof resulting
      in more favorable terms and conditions, taken in the entirety
      (including, but not limited to, license fees, payment terms, royalty
      rates, manufacturing rights, termination rights, etc.) than the license
      granted to NEC hereunder, then Ramtron shall notify NEC and the Parties
      shall adjust the royalties payable by NEC to Ramtron hereunder in order
      to reach an equitable balance between NEC and such other semiconductor
      manufacturer.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate by their duly authorized representatives.

NEC CORPORATION

By:  /S/ Sumio Kogure
     ----------------
     Sumio Kogure
Title:  General Manager, Microcomputer Division
Date:  November 15, 2001

RAMTRON INTERNATIONAL CORPORATION

By:  /S/Greg B. Jones
     ----------------
     Greg B. Jones
Title:  President, Technology Group
Date:  October 30, 2001

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