February 2, 2001


Mr. Craig W. Rhodine
310 Stirrup Trail
Monument, Colorado  80132

Dear Mr. Rhodine:

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 January 1, 2001 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 and/or CEO, in
connection with and pertaining to your duties President and General Manager
of Enhanced Memory Systems, Inc.; 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 SIXTEEN
THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SIX CENTS ($16,666.66) per
month ($200,000.00 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 September 14, 1992.  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 or the business segment with which you are associated
(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/ William W. Staunton, III
----------------------------
William W. Staunton, III
Chief Executive Officer

WWS/klb

This Agreement is hereby agreed to and accepted, effective as of January 1,
2001.

/S/ Craig W. Rhodine                        2-15-01
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Craig W. Rhodine                             Date

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