RAMTRON INTERNATIONAL CORPORATION

                           Warrant to Purchase Shares
                               of Common Stock

RAMTRON INTERNATIONAL CORPORATION, a Delaware corporation (the "Company"),
hereby certifies that, for value received and the cancellation of that certain
warrant issued in the name of Oren Lee Benton, Debtor in Possession, dated
August 31, 1995 for 1,861,216 shares of Common Stock, NTC Liquidating Trust or
its 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.

Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Loan Agreement by and between the Holder and the
Company dated effective as of August 31, 1995 (the "Loan Agreement").

1.  Number of Warrant Shares.  Subject to adjustment as provided in Section 4,
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
372,243 (which number reflects the 1-for-5 reverse stock split for Ramtron
Common Stock which became effective August 6, 1999).

2.  Exercise Price.  This Warrant is exercisable for Warrant Shares at a price
per share (the "Warrant Price") equal to $5.00.

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. Eastern Time, on August 31, 2002, or, if such day
is not a Business Day, then at 5:00 p.m. Eastern Time on the next succeeding
Business Day (the "Expiration Date").

4.  Procedure for Exercise.  Subject to Section 5, the Holder may exercise this
Warrant by presenting and surrendering it 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.

                                  Page-132
<PAGE>
5.  Conditions to Exercise.  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.

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 non-assessable 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 or receive dividends or 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.

                                  Page-133
<PAGE>
    (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 either the Securities Act of 1933, as amended (the
         "Act") or applicable state securities laws (the "State Acts") and
         shall not be sold or otherwise disposed of for value by the Holder
         except upon registration of such sale or disposition in accordance
         with the securities registration requirements of the Act and any
         applicable State Acts, or pursuant to exemption from such registration
         requirements.

    (c)  In connection with the exercise of this Warrant and the issuance of
         the Warrant Shares, and upon the request of Holder, Borrower shall
         register under the Securities Act of 1933, as amended, within a
         reasonable period of time after the date of such exercise and
         issuance, the resale of the Warrant Shares issued pursuant to such
         exercise.

                                  Page-134
<PAGE>
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:

                                  Page-135
<PAGE>
         (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 therefore
              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

                                  Page-136
<PAGE>
        (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:

     If to the Company at:

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

     If to the Holder at:

     NTC Liquidating Trust
     c/o PriceWaterhouseCoopers
     950 Seventeenth Street, Suite 2500
     Denver, Colorado  80202

     with copies to:

     James Huemoeller
     LeBoeuf, Lamb, Green & MacRae
     633 17th Street, Suite 2000
     Denver, Colorado  80202

                                  Page-137
<PAGE>
or at such other address as either party may designate in writing by notice to
the other party as provided above.

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:

     (i)  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;

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

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

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

     (v)  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 modified,
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 20th day of December 1999.

RAMTRON INTERNATIONAL CORPORATION

By: /S/ L. David Sikes
   ---------------------------------
    L. David Sikes, Chairman and CEO

                                  Page-138
<PAGE>
                                 ANNEX A
                            SUBSCRIPTION FORM

To Be Executed if Holder Desires
To Exercise Warrant

The undersigned hereby exercises, according to the terms and conditions hereof,
all or part (as indicated below) of this Warrant and herewith makes payment of
the applicable Warrant Price in full.

Name(s) ------------------------------------

Address ------------------------------------

No. of Shares ------------------------------

Dated --------------------------------------

Signature(s) -------------------------------

---------------------------------
   Social Security Number or
Employer Identification Number

                                  Page-139
<PAGE>
                                 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
-------------- (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 its 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: -----------------------------------

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

                                  Page-140
<PAGE>