EXHIBIT 10.22
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      SIMTEK / AMKOR TECHNOLOGY DEVELOPMENT, LICENSE AND PRODUCT AGREEMENT

This  Agreement is made and entered into as of the Effective Date by and between
Simtek, ATI and Anam, based on the terms defined below.

Whereas,  AMKOR and  Simtek  have  expertise  in the  design,  development,  and
production of semiconductor products and semiconductor manufacturing processes;

Whereas, ATI and Anam have an arrangement whereby,  among other things, ATI acts
as the exclusive marketer of Anam foundry services to third parties;

Whereas,  Simtek has designed  nonvolatile  static RAMs and related  nonvolatile
technology for semiconductor memory products;

Whereas,  Anam has a modern wafer  semiconductor  fabrication  facility which is
capable of  manufacturing  semiconductor  products  of 0.25 micron  design,  and
below;

Whereas,  Simtek and AMKOR wish to  cooperatively  use their joint  resources to
develop the capability of, but not necessarily  restricted to manufacturing 0.25
micron semiconductor products, including certain nonvolatile products of Simtek;

Whereas, AMKOR wishes to supply semiconductor products to Simtek;

Whereas,  AMKOR  also  wishes to  utilize  Simtek's  proprietary  processes  and
information to manufacture and sell semiconductor products utilizing nonvolatile
static RAMs and other nonvolatile memory technology, and Simtek desires to grant
a license to AMKOR for such purpose; and

Whereas,  Simtek wishes to obtain,  through  AMKOR, a  manufacturing  source for
fabricating Simtek nonvolatile products with a capability of but not necessarily
restricted to 0.25 micron designs and to obtain a process flow with a capability
of but not necessarily restricted to a 0.25 micron designs for use at Simtek.

NOW THEREFORE,  in consideration of the premises and covenants herein contained,
the receipt and sufficiency of which is hereby  acknowledged,  the Parties agree
as follows:

SECTION 1. DEFINITIONS

As used in this Agreement and the Exhibits hereto,  unless the context indicates
otherwise, the following terms shall have the following meanings:


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1.1  "Agreement"  shall mean this  Development,  License and Product  Agreement,
together with all Exhibits hereto,  between Simtek and AMKOR, as the same may be
supplemented,  modified,  amended  or  restated  from time to time in the manner
provided herein.

1.2 "AMKOR" shall mean ATI and/or Anam, as the context requires.

1.3 "ATI" shall mean AMKOR Technology,  Inc., a Delaware  corporation,  having a
place of business at 1345 Enterprise Drive, West Chester, Pennsylvania 19380.

1.4 "Anam" shall mean Anam Semiconductor,  Inc., a Korean company having a place
of business at Seoul, Republic of Korea.

1.5 "Simtek" shall mean Simtek  Corporation,  a Colorado  corporation,  having a
place of business at 4250 Buckingham Drive, Colorado Springs, Colorado 80907.

1.6  "Affiliate"  in the case of AMKOR  shall mean a  corporation,  partnership,
joint  venture,  association,  business  trust or  similar  entity  (a) which is
controlled,  directly or indirectly,  by ATI or Anam; or (b) in which a majority
of the members of the directing  body are also members of the Board of Directors
or equivalent of ATI or Anam. For the purposes of this definition, control means
with respect to: (a) a corporation  having  stock,  the  ownership,  directly or
indirectly,  of more than fifty percent (50%) of the  securities of any class or
classes,  the holders of which are ordinarily,  in the absence of contingencies,
entitled to elect a majority of the  directors  (or persons  performing  similar
functions) of such  corporation;  or, (b) any other entity,  the power to direct
the  management  of such entity  through the ownership of at least a majority of
its voting  securities or the right to designate or elect at least a majority of
the members of its directing body by contract or otherwise.

1.7  "Affiliate"  in the case of Simtek shall mean a  corporation,  partnership,
joint  venture,  association,  business  trust or  similar  entity  (a) which is
controlled, directly or indirectly, by Simtek; or (b) in which a majority of the
members of the  directing  body are also  members of the Board of  Directors  or
equivalent of Simtek.  For the purposes of this  definition,  control means with
respect  to:  (a)  a  corporation  having  stock,  the  ownership,  directly  or
indirectly,  of more than fifty percent (50%) of the  securities of any class or
classes,  the holders of which are ordinarily,  in the absence of contingencies,
entitled to elect a majority of the  directors  (or persons  performing  similar
functions) of such  corporation;  or, (b) any other entity,  the power to direct
the  management  of such entity  through the ownership of at least a majority of
its voting  securities or the right to designate or elect at least a majority of
the members of its directing body by contract or otherwise.

1.8  "Party"  in the  case of AMKOR  shall  mean ATI and Anam and in the case of
Simtek shall mean Simtek.

1.9 "Third Party" shall mean an entity other than AMKOR or Simtek,  which is not
an Affiliate of either AMKOR or Simtek.

1.10 "Facility" in the case of Simtek shall mean its offices and laboratories in
Colorado Springs,  Colorado, and in the case of AMKOR shall mean its offices and
manufacturing operations worldwide, including that of Anam in Bucheon, Korea, as
appropriate for the function being addressed.


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1.11 "AMKOR  Technical  Information"  shall mean all  information and Technology
provided  by AMKOR to Simtek  pursuant  to this  Agreement,  to the extent  such
information  or  Technology  is  acquired  or  developed  by AMKOR  prior to the
Effective  Date or is acquired by or developed by or for AMKOR without access to
or use of the Simtek Technical Information during the term of this Agreement.

1.12 "Simtek  Technical  Information"  shall mean all information and Technology
provided  by Simtek to AMKOR  pursuant  to this  Agreement,  to the extent  such
information  or  Technology  is acquired  or  developed  by Simtek  prior to the
Effective Date or is acquired by or developed by or for Simtek without access to
or use of the AMKOR Technical Information during the term of this Agreement.

1.13 "Joint Technical Information" shall mean information or Technology which is
not Simtek Technical  Information or AMKOR Technical Information and which AMKOR
and  Simtek  develop  jointly  under  this  Agreement   pursuant  to  the  Joint
Development Project, including without limitation the Integrated Process.

1.14 "SONOS Process" shall mean Simtek's  process for  implementing  nonvolatile
static RAMs and other nonvolatile memory technology for semiconductor  products.
SONOS Process  includes,  without  limitation,  all transistor  level models and
technology, but does not include SONOS Circuit IP.

1.15 "SONOS Circuit IP" shall mean Simtek's  proprietary memory cell designs for
nonvolatile static RAM modules or blocks and other nonvolatile memory modules or
blocks.

1.16  "AMKOR  Base  Process"  shall  mean  AMKOR's  process  for   manufacturing
semiconductor  products,  as such process currently exists or may be modified by
AMKOR from time to time.

1.17  "Integrated  Process"  means the process and  Technology  for  fabricating
semiconductor  products,  consisting  of the AMKOR  Base  Process  and the SONOS
Process as integrated by the Parties pursuant to the terms hereof.

1.18 "Joint Development  Project" shall mean the efforts of the Parties pursuant
to this Agreement to develop the Integrated Process.

1.19 "Proprietary  Right" shall mean any and all patents,  patent  applications,
mask work rights,  copyrights,  trade secrets,  know-how and/or other recognized
legal principles and their equivalents  throughout the world,  including without
limitation,  design  patents,  utility  models,  registrations,  certificates of
utility, continuations,  continuations in part, and divisions, but not including
trademarks and trade names.


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1.20  "Technical  Information"  shall  mean in the case of  Simtek,  the  Simtek
Technical  Information;  in the case of AMKOR, or AMKOR's  Affiliate,  the AMKOR
Technical  Information;  and in the  case  of the  Parties  jointly,  the  Joint
Technical Information.

1.21 "Updates" shall mean  modifications  made by a Party, for whatever purpose,
to the Simtek Technical Information,  the AMKOR Technical Information, the Joint
Technical Information, the SONOS Process or the Integrated Process.

1.22  "Effective  Date" shall mean the date that this Agreement is signed by the
later-signing Party.

1.23 "Confidential Information" shall mean any information: (a) disclosed by one
Party (the "Disclosing Party") to the other (the "Receiving  Party"),  which, if
in  written,  graphic,  machine-readable  or other  tangible  form is  marked as
"Confidential"   or   "Proprietary,"   or  which,  if  disclosed  orally  or  by
demonstration,  is identified at the time of initial  disclosure as confidential
and such identification is reduced to a writing delivered to the Receiving Party
within thirty (30) days of such disclosure;  or (b) which is otherwise deemed to
be  "Confidential"  by  the  terms  of  this  Agreement.  Without  limiting  the
foregoing,  all AMKOR  Technical  Information  and the AMKOR  Base  Process  are
Confidential  Information of AMKOR and all Simtek Technical  Information and the
SONOS  Process are  Confidential  Information  of Simtek,  even if not marked as
confidential.

1.24 "Technology" shall mean know-how, show-how, techniques, design rules, trade
secrets,  inventions  (whether  or  not  patented  or  patentable),  algorithms,
routines,  software,  files,  design  rules,  databases,  works  of  authorship,
processes, devices and hardware.

1.25 "Wafer" means a semiconductor wafer in whatever stage of manufacture.

SECTION 2.  DEVELOPMENT

2.1  JOINT DEVELOPMENT.  Simtek and AMKOR will each use commercially  reasonable
efforts to cooperatively and jointly develop the Integrated Process as described
in Exhibit A.

2.2  SIMTEK  DISCLOSURE.  Simtek  will  disclose  to AMKOR all  information  and
Technology of Simtek  related to the SONOS Process that is reasonably  necessary
for the Joint  Development  Project or for AMKOR to  exercise  its rights  under
Section 4.3.

2.3  AMKOR  DISCLOSURE.  AMKOR  will  disclose  to  Simtek all  information  and
Technology  of AMKOR  related  to the  AMKOR  Base  Process  that is  reasonably
necessary for the Joint Development Project. Simtek acknowledges and agrees that
certain underlying process technology used by AMKOR is provided by certain Third
Parties to AMKOR under license,  and that AMKOR shall not be required to provide
to Simtek any  information  or  Technology  which would  violate  any  agreement
between AMKOR and any Third Party.

2.4  LIMITATIONS.  Each Party shall fully and promptly  disclose any limitations
known to such Party to exist in the SONOS Process,  the  Integrated  Process and
the Joint Technical Information to the other Party in writing.


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2.5 ACCESS TO AMKOR FACILITIES.  AMKOR will give Simtek reasonable access to its
Facilities  for the purposes of observing and evaluating  AMKOR's  process flows
that  relate  to the  Joint  Development  Project,  consistent  with  operations
considerations upon proper notice and supervision.

2.6  ACCESS TO  SIMTEK  FACILITY.  Simtek  will  give  AMKOR  and its  actual or
prospective  licensees and  sublicensees,  reasonable access to its Facility for
the purposes of observing  and  evaluating  Simtek's  process  flows,  including
without  limitation  the SONOS  Process,  which relate to the Joint  Development
Project,  consistent  with  operations  considerations  upon  proper  notice and
supervision.

2.7  QUALIFICATION.  The Parties agree to use commercially reasonable efforts to
jointly seek to qualify the  Integrated  Process in  accordance  with  generally
accepted industry standards.

SECTION 3.  OWNERSHIP

3.1 AMKOR  TECHNICAL  INFORMATION.  AMKOR  shall be the sole  owner of the AMKOR
Technical Information, including the AMKOR Base Process.

3.2 SIMTEK TECHNICAL  INFORMATION.  Simtek shall be the sole owner of the Simtek
Technical Information, including the SONOS Process.

3.3 JOINT  TECHNICAL  INFORMATION.  Subject to Sections 3.1 and 3.2,  Simtek and
AMKOR shall have an equal and undivided  one-half (1/2) joint ownership interest
in the Joint Technical  Information and all patents obtained  therefrom  without
the duty to account, as further provided in Section 3.5.

3.4 SOLE  PROPRIETARY  RIGHTS.  Each  Party  shall  have the right  (but not the
obligation) to apply for and secure all forms of  Proprietary  Rights on any and
all of that Party's Technical  Information.  Each Party hereby agrees to assist,
cooperate with and to assign to the other Party those rights that it may possess
in order to effectuate  the ownership of the AMKOR,  Simtek and Joint  Technical
Information as provided herein.

3.5 JOINT PROPRIETARY RIGHTS.

     (a) Each Party has the right,  subject to the terms hereof,  to (i) use and
exploit its interest in the Joint Technical  Information,  and (ii) transfer its
ownership  interest in the Joint  Technical  Information to any Third Party,  in
each case without the consent of the other Party and without the  obligation  to
account to the other Party for profits derived  therefrom.  Notwithstanding  the
foregoing or any other provision herein,  each Party's rights to use and exploit
the Joint  Technical  Information  shall be  subject  to and  limited by (x) the
confidentiality   obligations  in  Section  7  relating  to  the  other  Party's
Confidential Information,  and (y) the other Party's underlying ownership rights
in any  Technical  Information  or  Proprietary  Rights  of  such  other  Party,
including those included in the Joint  Technical  Information and the Integrated
Process.


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     (b) The Parties  hereby agrees to assist,  cooperate  with and to assign to
each  other  jointly  those  rights  that each of them may  possess in the Joint
Technical  Information  in  order  to  effectuate  the  ownership  of the  Joint
Technical Information as provided herein.

     (c) If a Party  desires to file for patent  protection  for any  inventions
embodied in the Joint Technical  Information,  such Party shall first notify and
consult with the other Party. If the notified Party desires to participate,  the
Parties  shall then  jointly and  cooperatively  prepare and file any  necessary
documents  and  filings,  in which  event they shall bear all costs  equally and
jointly own any rights thereby  obtained  (which shall include the  unrestricted
right to sublicense). If the notified Party declines to participate in obtaining
any such patent protection,  the other Party shall then have the right to pursue
such patent  alone,  in which case such other Party shall bear all costs of and,
notwithstanding Section 3.3, own all rights resulting from, such patent and such
patent shall not be considered jointly owned.

     (d) Each Party shall promptly notify the other Party if it becomes aware of
a  possible  infringement  by a Third  Party of any of any  patents in which the
Parties share a joint ownership interest under Section 3.5(c) (excluding patents
resulting  from any  application  in which the  notified  Party has  declined to
participate).  If  either  Party  desires  to take any  action  against  such an
infringing or  misappropriating  Third Party,  such Party shall first notify the
other party hereto and consult with such notified  Party  regarding such action.
If the notified Party desires to  participate in such action,  the Parties shall
then jointly and  cooperatively  pursue such  action,  in which event they shall
bear all costs  equally  and share in any damages or other  recoveries  equally,
provided that either Party may at any time decide not to participate  further in
such action,  in which case any further  costs shall be borne by and all damages
and other  recoveries  shall be received by the Party which  continues to pursue
such action. If a Party declines to participate in such action,  the other Party
shall then have the right to pursue such action alone,  and shall bear all costs
of  and   receive  all  damages   and  other   recoveries   from  such   action.
Notwithstanding  the  foregoing,  if a Party  declines to participate in such an
action or withdraws from such an action, such Party shall  nevertheless,  at the
request of the other Party,  cooperate with the other Party,  at the cost of the
other Party and subject to any reasonable conditions (including  indemnification
against  counterclaims by the third party), to the extent which may be necessary
to enable the other Party to pursue such action  effectively,  including without
limitation joining such action as an indispensable party.

     (e) If a Party  ("Declining  Party")  declines to  participate in obtaining
patent protection for any inventions embodied in the Joint Technical Information
pursuant to Section 3.5(c) and the other Party ("Licensing Party") later obtains
such patent  protection (a "Licensed  Patent"),  then the Licensing Party hereby
grants to the Declining Party a perpetual,  non-exclusive,  royalty-free license
to practice the Licensed  Patent,  provided  however that (i) such practice does
not infringe any other Proprietary  Rights of the Licensing Party, and (ii) such
license  shall  not give the  Declining  Party any  rights to use the  Licensing
Party's Technical Information.

3.6 PROPRIETARY  RIGHTS.  Neither party shall apply to secure Proprietary Rights
covering the other Party's  Technical  Information  without the express  written
consent of the other Party.

3.7 UPDATES.  Subject to Sections 3.1 through 3.3,  each Party shall be the sole
owner of those Updates made by such Party,  subject however to the other Party's


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rights to any  Technical  Information  or  Proprietary  Rights  included in such
Updates.  During the term of this Agreement,  Simtek will provide to and discuss
with AMKOR any Updates  made by or on behalf of Simtek to the SONOS  Process and
the Simtek Technical Information. Simtek shall not modify the Integrated Process
or the Joint Technical Information except pursuant to AMKOR's request, and there
shall be no limitation on AMKOR's right to modify the Integrated  Process except
to the extent provided in the MSA for the process used by AMKOR to make products
for Simtek under the MSA.

SECTION 4. LICENSE AND USE RIGHTS

4.1 AMKOR  TECHNICAL  INFORMATION.  Subject to the terms and  conditions of this
Agreement, Simtek may use the AMKOR Technical Information solely for the purpose
of creating the Integrated  Process pursuant to the Joint  Development  Project.
Notwithstanding  anything to the contrary in this Agreement, no license or other
rights are  granted  by AMKOR to Simtek  under any AMKOR  Proprietary  Rights or
AMKOR Technical Information.

4.2 SIMTEK  TECHNICAL  INFORMATION.  Subject to the terms and conditions of this
Agreement,  AMKOR may use the Simtek  Technical  Information  for the purpose of
creating the Integrated Process pursuant to the Joint Development Project and in
the exercise of the license in Section 4.3.

4.3  SIMTEK  LICENSE  TO AMKOR.  Subject  to the terms  and  conditions  of this
Agreement,   Simtek   grants   AMKOR  a   worldwide,   irrevocable,   perpetual,
non-exclusive,   nontransferable   (except  as   provided   in  Section   10.4),
royalty-free,  sublicensable  license, under all of Simtek's Proprietary Rights,
including   without   limitation   Simtek's  rights  in  the  Simtek   Technical
Information,  Joint Technical Information, SONOS Process, Integrated Process and
Updates,  to use and  modify  the  Integrated  Process  and the Joint  Technical
Information  to design,  make  (including  have made),  use, sell and import any
semiconductor  products.  The foregoing  does not extend to the use of the SONOS
Circuit IP by AMKOR for Third  Parties,  unless  Simtek has licensed  such SONOS
Circuit IP to the Third Party. Accordingly,  if an AMKOR customer desires to use
SONOS Circuit IP, then such  customer  shall be required to obtain the necessary
rights therein directly from Simtek.

4.4 SUBLICENSES.  Any licenses and sublicenses granted by AMKOR to Third Parties
under  this  Section  4 shall be no less  restrictive  than  those  restrictions
contained in this Agreement which are applicable to AMKOR.

SECTION 5. CONSIDERATION

5.1 COSTS. Except as otherwise  specifically set forth in this Agreement,  AMKOR
and Simtek shall each bear their own costs and expenses  connected  with (a) the
participation in the Joint Development  Project,  (b) the testing of Wafers, (c)
the  initial  bona fide  attempt to qualify  any one or ones of the  nonvolatile
static  RAM  products.  Notwithstanding  the  above,  the  Parties  will  assume
responsibility for certain costs as follows:

     (a)  Simtek will be  responsible  for  purchases  of  reticles  through the
          integration of the SONOS development process.


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     (b)  Simtek will be responsible for in-house  hardware required to test and
          evaluate  the test chips and Simtek  designed  products  (e.g.:  probe
          cards, test fixtures, etc.)

     (c)  Amkor will be responsible for its own fixed plant and baseline process
          equipment,  in-house  engineering staff and prototype  development lot
          costs, up to its variable cost.

5.2 RoYALTY FOR MEMORY CELLS AND RELATED CIRCUITS. Simtek will negotiate in good
faith with Amkor and/or Amkor  Affiliates and customers for use of SONOS Circuit
IP.  Simtek  represents  and  warrants  that its intent is to license  the SONOS
Circuit IP.

5.3 INSTALLATION OF JOINT TECHNICAL INFORMATION. Should any Third Party licensee
or  sublicensee  of  AMKOR  pay a fee for  the  installation  of the  Integrated
Process, then AMKOR shall pay to Simtek a sum equal to one half of the amount by
which such fee exceeds the costs of labor,  time and expenses  incurred by AMKOR
in  installing  the  Integrated   Process  for  such  Third  Party  licensee  or
sublicensee.

SECTION 6.  PRODUCT PURCHASES

6.1 SIMTEK  PURCHASE  OF  PRODUCTS.  Simtek  agrees to  purchase  from AMKOR (a)
AMKOR's standard products and (b) Wafers designed by Simtek using the Integrated
Process, on the basis of written purchase orders,  pursuant to the Manufacturing
Services  Agreement  between Simtek and ATI,  dated December 7, 2001 ("MSA"),  a
copy of which is attached as Exhibit B.

6.2 MOST FAVORED  CUSTOMER.  During the term of this Agreement,  AMKOR agrees to
sell  products  designed  using the SONOS  Process to Simtek at prices 7.5% less
than those  prices  received  by any Third Party  ordering  like  quantities  of
products  designed using the SONOS Process on substantially  the same commercial
terms and conditions, at the time of product shipment by AMKOR.  Notwithstanding
the foregoing, such percentage discount shall be reduced to 5% beginning January
1, 2004, for the remainder of the term of this Agreement.

6.3 SIMTEK  RIGHT TO PURCHASE.  During the term of this  Agreement or as long as
AMKOR makes the Integrated Process available to the general  marketplace,  AMKOR
agrees to supply  wafers to Simtek  under the terms of Sections  6.1 and 6.2, as
applicable.

SECTION 7. CONFIDENTIAL INFORMATION

7.1 MANNER OF  DISCLOSURE.  Disclosure of Technical  Information,  to the extent
that such  Technical  Information  is  embodied in  documents,  shall be made by
delivery of two (2) copies.  The receiving Party shall furnish written notice to
the other  Party  that  such  documents  have been  received.  Each  Party  will
demonstrate  and  explain  the  practical  use and  operation  of its  Technical
Information  in such  appropriate  detail  as to  permit  performance  hereunder
assuming reasonably competent technical skills available to the receiving Party.

7.2  CONFIDENTIAL  INFORMATION  EXCLUSIONS.  Notwithstanding  the  provisions of
Section  1.23,  Confidential  Information  shall  exclude  information  that the


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Receiving  Party  can  demonstrate:  (i)  was  independently  developed  by  the
Receiving Party, as evidenced by the Receiving Party's business records, without
any use of the Disclosing Party's  Confidential  Information or by the Receiving
Party's  employees  or other  agents (or  independent  contractors  hired by the
Receiving   Party)  who  have  not  been  exposed  to  the  Disclosing   Party's
Confidential  Information;  (ii) becomes known to the Receiving  Party,  without
restriction, from a source (other than the Disclosing Party) that had a right to
disclose it without breach of this Agreement;  (iii) was in the public knowledge
or  literature  at the time it was  disclosed or enters the public  knowledge or
literature  through  no act or  omission  of the  Receiving  Party;  or (iv) was
rightfully known to the Receiving  Party,  without  restriction,  at the time of
disclosure.

7.3 CONFIDENTIALITY  OBLIGATION. The Receiving Party shall treat as confidential
all of the Disclosing  Party's  Confidential  Information and shall not use such
Confidential Information except as expressly permitted under this Agreement. The
Receiving Party shall treat the Disclosing Party's  Confidential  Information in
the same manner and with the same care that the  Receiving  Party treats its own
like Confidential Information but in no event with less than reasonable care.

7.4 REMEDIES.  Unauthorized use by the Receiving Party of the Disclosing Party's
Confidential Information will diminish the value of such information. Therefore,
if the  Receiving  Party  breaches  any  of  its  obligations  with  respect  to
confidentiality  or use of Confidential  Information  hereunder,  the Disclosing
Party  shall be  entitled to obtain  equitable  relief to protect  its  interest
therein, including injunctive relief, as well as money damages.

7.5 REQUIRED  DISCLOSURE.  In the event the  Receiving  Party must  disclose the
Disclosing Party's Confidential Information pursuant to the order or requirement
of a court,  administrative  agency, or other  governmental  body, the Receiving
Party shall provide prompt notice  thereof to the Disclosing  Party to allow the
Disclosing  Party  at its  sole  cost to  obtain  a  protective  order,  and the
Receiving  Party shall also use its  reasonable  efforts to obtain a  protective
order,  assist the Disclosing Party in obtaining a protective order or otherwise
prevent public disclosure of such information.

7.6 RETURN OF AMKOR CONFIDENTIAL INFORMATION. Upon any expiration or termination
of this Agreement, Simtek shall return to AMKOR, and Simtek shall not retain any
copies of, all AMKOR Confidential Information and Technical Information.

7.7 THIRD PARTY CONFIDENTIAL  INFORMATION.  Simtek  acknowledges and agrees that
certain Confidential Information that will be disclosed by AMKOR to it hereunder
is also Confidential  Information of Texas Instruments  ("TI") provided by TI to
AMKOR.  Simtek further  consents and agrees that its obligations with respect to
Confidential  Information  disclosed to it hereunder are also for the benefit of
TI and that  accordingly  TI  shall be a third  party  beneficiary  of  Simtek's
obligations hereunder with respect to such Confidential Information.

7.8 THIRD PARTY LICENSE TO AMKOR.  Simtek acknowledges and agrees that the AMKOR
Base  Process is licensed to AMKOR by Third  Parties and that AMKOR has no right
to grant any license or rights to Simtek for the AMKOR Base Process.


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SECTION 8.  TERM AND TERMINATION

8.1  TERMINATION  AND INITIAL TERM.  This Agreement shall remain in effect for a
period  of  seven  (7)  years  from  the  Effective  Date,  subject  to  earlier
termination pursuant to Section 8.3.

8.2  EXTENSION  OF TERM.  The term of this  Agreement  may be extended by mutual
agreement  of the  Parties  in  writing  obtained  six (6)  months  prior to the
expiration of the Agreement.  8.3 Termination  for Cause.  This Agreement may be
terminated by a Party for cause upon thirty (30) days'  written  notice upon the
occurrence of any of the following events:

     (a)  If the other  ceases  to do  business,  or  otherwise  terminates  its
          business operations; or

     (b)  If the other  breaches any  provision of this  Agreement  and fails to
          cure such breach within thirty (30) days of receipt of written  notice
          describing the breach; or

     (c)  If  the  other  becomes   insolvent  or  seeks  protection  under  any
          bankruptcy,   receivership,   trust   deed,   creditors   arrangement,
          composition  or comparable  proceeding,  or if any such  proceeding is
          instituted  against the other (and such  proceeding  is not  dismissed
          within ninety (90) days).

8.4 EFFECTS OF TERMINATION. Sections 3.1 through 3.6, 4.3, 4.4, 7.3 through 7.7,
9.6, 9.8, 9.9 and 10.1 through 10.14 shall survive any termination or expiration
of this Agreement for any reason.  Without limiting the foregoing,  in the event
of any  termination  of this  Agreement  by AMKOR  pursuant to Section  8.3, the
license in Section 4.3 shall survive such termination.

SECTION 9. WARRANTIES AND LIMITATIONS

9.1 SIMTEK.  Simtek  represents and warrants to AMKOR that the Simtek  Technical
Information  furnished  hereunder  shall be the most  current  form  licensed or
provided by Simtek to any Third Party.  Simtek  further  represents and warrants
that (a) it has the full power and authority to enter into and fulfill the terms
of this Agreement and to grant the rights  granted by Simtek herein;  and (b) it
has not entered and will not enter into any  agreements or activities  that will
or might interfere or conflict with the terms hereof.

9.2 AMKOR.  AMKOR  represents  and  warrants to Simtek that the AMKOR  Technical
Information  furnished hereunder shall be of the same form as that used by AMKOR
in its own Facility.  AMKOR further  represents and warrants that (a) it has the
full power and  authority to enter into and fulfill the terms of this  Agreement
and to grant the rights granted by AMKOR herein;  and (b) it has not entered and
will not enter into any agreements or activities that will or might interfere or
conflict with the terms hereof.

9.3  AUTHORITY.  Each Party  represents  and warrants  that it has the right and
power to enter  into this  Agreement,  to  provide  their  respective  Technical
Information  and to grant  and  transfer  the  respective  licenses  and  rights
hereunder.   Each  Party  represents  and  warrants  that  there  are  no  known


                                       10
<PAGE>


outstanding  assignments,   grants,  licenses,   encumbrances,   obligations  or
agreements of such Party, whether written or oral or implied,  inconsistent with
such Party's obligations under this Agreement.

9.4 NO IMPLIED LICENSES.  Nothing contained in this Agreement shall be construed
as conferring by implication, estoppel or otherwise, any right or license except
as expressly granted herein.

9.5  U.S. EXPORT  ADMINISTRATION  RESTRICTIONS.  Both Parties shall abide by and
specifically  follow the  regulations  governing the export of technical data as
required  by  the  Export  Administration   Regulations  of  the  United  States
Department  of Commerce  (Title 15,  Section  379.4 of the United States Code of
Federal Regulations), and the applicable regulations of the Department of State.
The  Parties  acknowledge  and  agree  that  AMKOR  may  deliver  all  Technical
Information of the Parties to Anam's Facility in Seoul, Republic of Korea.

9.6  INDEMNITY.  Simtek agrees to indemnify and hold harmless  AMKOR and AMKOR'S
agents and employees from and against all claims, liability,  damages, losses or
expenses  incurred  or  suffered  as a result of,  and will  defend or settle at
Simtek's sole expense,  any action or other proceeding  brought against AMKOR or
its customers  based on a claim that the SONOS  Process or the Simtek  Technical
Information infringes or misappropriates, or when used by AMKOR or its customers
under  this   Agreement   for  their   intended   purpose,   will   infringe  or
misappropriate, the rights of any third party.

9.7 NOTICE OF  CLAIMS.  If AMKOR  presented  with,  or has actual  notice of, an
actual or probable  claim or demand  against it that is covered by Section  9.7,
then AMKOR shall promptly notify Simtek in writing thereof.

9.8  LIMITATION  OF  LIABILITY.  EXCEPT (A) IN THE EVENT OF ANY BREACH BY EITHER
PARTY OF  SECTION  7.3 OR ANY  OTHER  BREACHES  RELATING  TO THE  OTHER  PARTY'S
CONFIDENTIAL INFORMATION,  OR (B) SIMTEK'S INDEMNIFICATION  OBLIGATIONS PURSUANT
TO SECTION  9.7,  IN NO EVENT  SHALL THE  AGGREGATE  LIABILITY  OF EITHER  PARTY
ARISING OUT OF,  CONNECTED WITH, OR RESULTING FROM THIS AGREEMENT OR THE DESIGN,
DEVELOPMENT,  PROCESSING,  OR  SALE OF ANY  PRODUCT,  OR THE  FURNISHING  OF ANY
SERVICE  HEREUNDER,  INCLUDING ANY CLAIM,  WHETHER IN CONTRACT,  TORT (INCLUDING
NEGLIGENCE, WHETHER SOLE OR CONCURRENT) OR OTHERWISE, EXCEED ONE MILLION DOLLARS
($1,000,000).  THESE  LIMITATIONS  SHALL  APPLY  NOTWITHSTANDING  ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9.9  INDIRECT  DAMAGES.  IN NO EVENT SHALL  EITHER  PARTY BE LIABLE TO THE OTHER
PARTY OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT
DAMAGES,  HOWEVER CAUSED, ON ANY THEORY OF LIABILITY,  WHETHER OR NOT SUCH PARTY
IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,  AND  NOTWITHSTANDING ANY FAILURE
OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.



                                       11
<PAGE>


SECTION 10. MISCELLANEOUS

10.1 NOTICES. All notices, requests, demands and other communications under this
Agreement  or in  connection  herewith  shall  be  given  to or  made  upon  the
respective Parties as follows:

To ATI:

AMKOR Technology, Inc.
1345 Enterprise Drive
West Chester, Pennsylvania 19380
Attention:  General Counsel

with a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
Facsimile:  (650) 493-9300
Attention:  Selwyn B. Goldberg

To Anam:

Anam Semiconductor, Inc.
222, Dodang-dong
Wonmi-gu, Buchon
Kyunggi-do, Korea 420-130
Facsimile:  032 683-8104
Attention:  Ki Suk Chang

with a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
Facsimile:  (650) 493-9300
Attention:  Selwyn B. Goldberg

To Simtek:

Simtek Corporation
4250 Buckingham Drive, Suite 100
Colorado Springs, CO 80907, USA
Attention:  Mr. Douglas Mitchell

All  notices,  requests,  demands  and  other  communications  given  or made in
accordance with the provisions of this Agreement shall be in writing,  and shall
be by postage prepaid  registered or certified express airmail,  or by facsimile
or e-mail  confirmed  by such mail,  and except as provided  otherwise  shall be
deemed to be given or made when  received by the named  addressee in the case of


                                       12
<PAGE>


mail and when  dispatched with receipt  acknowledgment  in the case of e-mail or
facsimile.

10.2 MODIFICATION. Any Party may alter its address as set forth above by written
notice to the other Party hereto.  Any Party may waive its right to confirmation
by mail or facsimile or e-mail communications as provided for in Section 10.1.

10.3 ACTS BEYOND CONTROL.

(a) In the event that lawful performance of this Agreement or any part hereof by
a Party hereto shall be rendered  impossible by or as a consequence  of any law,
or act of  government or political  subdivision  having  jurisdiction  over such
Party,  or act of God or other matter  beyond the control of the  Parties,  such
Party  shall not be  considered  in default of this  Agreement  by reason of any
resulting failure to perform.

(b)  Any  delay  in or  failure  by a Party  hereto  in the  performance  of any
obligations under this Agreement shall be excused if and to the extent caused by
occurrences beyond such Party's reasonable control;  including,  but not limited
to,  acts of God,  strikes  or other  labor  disturbances,  war,  whether or not
declared, or sabotage.

10.4  ASSIGNMENT.  Neither party shall assign its rights and  obligations  under
this Agreement  without the prior written consent of the other Party except to a
successor in ownership of such Party or all or  substantially  all the assets of
the assigning Party, and in which case, such successor shall expressly assume in
writing the  performance  of all terms and  conditions  of this  Agreement to be
performed by the assigning Party.

10.5  SEVERABILITY.  Should  any part or  provision  of this  Agreement  be held
unenforceable  or in conflict with the law of any  jurisdiction,  such provision
shall be deemed severed. The validity of the remaining parts or provisions shall
not be affected by such  holding,  unless  such  unenforceability  substantially
impairs the benefit of the remaining portion of this Agreement.

10.6 WAIVER.  No failure or delay on the part of either Party in the exercise of
any right or privilege  hereunder shall operate as a waiver  thereof,  nor shall
any single or partial exercise of any such right or privilege  preclude other or
further exercise thereof or of any other right or privilege.

10.7  PUBLICITY.  Neither  Party  shall issue  press  releases,  advertisements,
publicity,  public  announcements  or  confirmations  of same,  concerning  this
Agreement  without  prior written  consent of the other Party.  Either Party may
release information  concerning this Agreement (a) for the purposes of corporate
structuring,  financing and/or recruiting new employees,  (b) in connection with
the  requirements  of a  public  offering  or  securities  filing,  and  (c)  in
connection with a merger or acquisition or proposed  merger or  acquisition,  or
the like.

10.8 CAPTIONS.  The captions used in this Agreement are for convenience only and
are not to be used in  interpreting  the  obligations  of the Parties under this
Agreement.


                                       13
<PAGE>



10.9 CHOICE OF LAW. The validity, construction and performance of this Agreement
and the  transactions  to which it relates  shall be governed by the laws of the
Commonwealth of Pennsylvania, without regard to conflict of law principles.

10.10 ARBITRATION.  Should any disputes or differences arise from the Agreement,
or in connection with its performance, the Parties shall first attempt to arrive
at an  amicable  settlement.  An attempt at  settlement  shall be deemed to have
failed  when one of the  Parties  advises  the other  party in  writing  to this
effect.  Subject to Section 7.5 and the Parties' right to seek equitable  relief
for any breach  hereof in any court of competent  jurisdiction,  in the event of
failure of the attempt at settlement, the dispute shall be finally settled under
the commercial rules of arbitration  then in effect of the American  Arbitration
Association,  by three arbitrators appointed in accordance with such rules. Such
arbitration  shall be held in  Philadelphia,  Pennsylvania  and the  language of
arbitration shall be English. The decision of the arbitrators shall be final and
binding  upon the  Parties  hereto.  The  arbitrators  shall have  authority  to
determine and assess all expenses of the arbitration against any, or all, of the
Parties thereto.

10.11 ENTIRE AGREEMENT.  This Agreement embodies the entire understanding of the
Parties as it relates to the  subject  matter  contained  herein  and,  as such,
supersedes any other  understandings  between the Parties relating  thereto.  No
amendment or  modification  of this Agreement shall be valid or binding upon the
Parties unless signed duly authorized officers of all Parties hereto.

10.12  BINDING  EFFECT.  This  Agreement  shall be binding upon and inure to the
benefit of the  Parties  hereto and their  respective  successors  and  assigns,
provided that neither Party shall assign any of its rights or privileges  unless
permitted under Section 10.4.

10.13  RELATIONSHIP  OF PARTIES.  Neither the making of this  Agreement  nor the
performance of any part of the provisions hereof shall be construed to establish
a partnership or joint venture  relationship.  The Parties  expressly agree that
their  relationship  shall  be  that  of  independent  entities  contracting  at
arms-length with each other.

10.14  EMPLOYEE  SOLICITATION.  In  recognition  of the  value of the  technical
personnel  of the  respective  Parties,  each Party  agrees  not to solicit  any
employee of the other Party during the term of the  Agreement,  and for a period
of three years after any  termination or expiration of the  Agreement.  However,
nothing in this Section  10.14 shall  prevent  either Party from hiring a former
employee of the other Party who has solicited the hiring Party.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective duly authorized officers on the dates indicated below.


                                       14
<PAGE>





AMKOR TECHNOLOGY, INC.                   SIMTEK CORPORATION

By:    /s/ Eric R. Larson                By:    /s/ Douglas Mitchell
-------------------------------------    ---------------------------------------
Name:  Eric R. Larson                    Name:  Douglas Mitchell
-------------------------------------    ---------------------------------------
Title:  Executive Vice President,
        Corporate Development            Title:  President and CEO
-------------------------------------    ---------------------------------------
Date:                                    Date:
-------------------------------------    ---------------------------------------

ANAM SEMICONDUCTOR, INC.


By: /s/ Ki Suk Chang
   ----------------------------------

Name:  Ki Suk Chang

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

Date:
     --------------------------------





                                       15
<PAGE>


EXHIBIT A

The following  summarizes  the  development of  SONOS-based  nonvolatile  memory
technology between Simtek and Amkor:

     1.   Objectives
          ----------

          Activities  identified in this  document are intended for  development
          using  Amkor's  0.25(mu)m  CMOS process as the baseline  from which to
          derive the production devices defined below.


          (d)  Nonvolatile static RAM (nvSRAM)  products.  Minimum array density
               of 1 Mbit. Goal of 4 Mbit.

          (e)  Flash Memory products. Minimum array density goal of 4 Mbit. Goal
               of 32 Mbit.

     2.   Technology
          ----------

          Simtek has designed and manufactured  nonvolatile  static RAM products
          on  1.5um,   1.2um  and  0.8um   processes  using  a  silicon  nitride
          nonvolatile element built into the SRAM cell. This project is designed
          to  install  the   silicon-oxide-nitride-oxide-semiconductor   (SONOS)
          process  on a  0.25um  manufacturing  line to  support  production  of
          high-density nvSRAM and FLASH products.

3.       Product Development.
         -------------------

          Technology development phase

          (a)  Amkor will provide the following:

               (1)  Detailed 0.25um CMOS design rules.

               (2)  Detailed 0.25um CMOS process specification.

               (3)  If available for Simtek's use, any existing SRAM cell layout
                    designed for this  process,  which may be used as a baseline
                    for design of our nvSRAM cell.

               (4)  Process  engineering  support  for  the  development  of the
                    Integrated  Process,  including the integration of the SONOS
                    process.

               (5)  Any other  AMKOR  Technical  Information  necessary  for the
                    Joint Development Project

          (b)  Simtek will provide the following:

               (1)  Process and design  engineering  support for the integration
                    of  the  SONOS  process  and  manufacturing  of  the  Simtek
                    products.

               (2)  Design  engineering to support design of Simtek's  family of
                    products.

               (3)  Product  engineering  support to monitor  development of the
                    process, then production monitors for yield enhancement.

               (4)  Any other Simtek  Technical  Information  necessary  for the
                    Joint Development Project.


<PAGE>



          (c)  Schedule Goals
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------------
                                           1  2  3  4  5  6  7  8  9  10  11  12  13  14  15  16  17  18  19  20  21  22  23  24
--------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>
SONOS Process Integration Definition       ----
SONOS Process Integration Development         -------------
Test Chip Design and Layout                ----------
Test Chip Test Program Development                  -------
First Test Chip Lot                                     ---
First Test Chip Characterization                             ----
PRELIMINARY DESIGN/ELECTRICAL RULES                               *
Second Test Chip Lot                                                -------
Second Test Chip Characterization                                         --
FINAL DESIGN/ELECTRICAL RULES                                                *
1MBit nvSRAM Design and Layout                         ----------------------------
1MBit nvSRAM Test Program Development                                             ----------
First 1MBit nvSRAM Lot                                                                 -----
First 1MBit nvSRAM Characterization                                                           ----
ENGINEERING SAMPLES                                                                              *
Second 1MBit nvSRAM Lot                                                                          -----
Second 1MBit nvSRAM Characterization                                                                     ----
CUSTOMER SAMPLES                                                                                            *
Qualification                                                                                                 -------
PRODUCTION PARTS                                                                                                     *


</TABLE>


<PAGE>



                                    Exhibit B
                        Manufacturing Services Agreement