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               AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT


         This Amendment Number Six to Loan and Security Agreement ("Amendment")
is entered into as of February 8, 2001, by and between FOOTHILL CAPITAL
CORPORATION, a California corporation ("Foothill"), and SILICON STORAGE
TECHNOLOGY, INC., a California corporation ("Borrower"), in light of the
following:

         A. Borrower and Foothill have previously entered into that certain Loan
and Security Agreement, dated as of September 22, 1998 as amended on December 8,
1998, September 30, 1999, January 20, 2000, April 26, 2000 and June 14, 2000
(the "Agreement").

         B. Borrower and Foothill desire to further amend the Agreement as
provided for and on the conditions herein.

         NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the
Agreement as follows:

        1. DEFINITIONS. All initially  capitalized  terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.

        2. AMENDMENTS.

           (a) The definition of Maximum Revolving Amount in Section 1.1 of the
Agreement is amended to read as follows:

                  "`Maximum Revolving Amount' means $35,000,000."

           (b) Section 2.2(a)(ii)(y) of the Agreement is hereby amended to read
as follows:

                           "(y)     $35,000,000."

        3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's  representations and warranties set forth in the
Agreement are true, complete and accurate in all respects as of the date hereof.

        4. NO DEFAULTS. Borrower hereby affirms to Foothill  that no Event of
Default has occurred and is  continuing as of the date hereof.

        5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Amendment.

        6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, the fees and
expenses of its counsel, which counsel may include any local counsel deemed
necessary,

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search fees, filing and recording fees, documentation fees, appraisal fees,
travel expenses, and other fees) arising in connection with the preparation,
execution, and delivery of this Amendment and all related documents.

        7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.

        8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.

                                     FOOTHILL CAPITAL CORPORATION,
                                     a California corporation


                                     By:
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                                     Title:
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                                     SILICON STORAGE TECHNOLOGY, INC.,
                                     a California corporation


                                     By:
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                                     Title:
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