<PAGE>   1
                                                                   EXHIBIT 10.10

                                                CONFIDENTIAL TREATMENT REQUESTED

----------------------------------------
*  Portions denoted with an asterisk
   have been omitted and filed
   separately with the Securities and
   Exchange Commission pursuant to a
   request for confidential treatment.
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                                 XICOR - YAMAHA
                  SEMICONDUCTOR MANUFACTURING FOUNDRY AGREEMENT

This Agreement is made and entered into this 6th day of February 1997 by and
between Xicor, Inc., a corporation established and existing under the laws of
California, USA and having its principal office at 1511 Buckeye Drive, Milpitas,
CA 95035 USA (hereinafter called "Xicor"); and Yamaha Corporation, a corporation
established and existing under the laws of Japan and having its principal office
at 203 Matsunokijima, Toyooka-mura Iwata-gun, Shizuoka-ken, Japan Japan
(hereinafter called "Yamaha").

WHEREAS XICOR, designs and markets integrated circuit products, and desires to
obtain an additional manufacturing source for certain of its products, and

WHEREAS YAMAHA, manufactures integrated circuits designed and marketed by other
parties and possesses wafer fabrication facilities suitable for manufacturing
the Xicor products, and

WHEREAS XICOR, desires to entrust Yamaha with the manufacture of certain
integrated circuit products; and

WHEREAS YAMAHA, desires to manufacture and supply these products to Xicor and is
willing to undertake to manufacture such products with technical assistance and
cooperation from Xicor, and to deliver such Product to Xicor.

NOW, THEREFORE, in consideration of the above premises and the mutual covenants
herein contained, the parties hereto agree as follows:


1.0     DEFINITIONS:

        1.1 "Wafer[s]" shall mean 150 mm epitaxial silicon wafers carrying dice
        designed by Xicor and built by Yamaha according to Xicor's C5 process
        flow, or a generally similar process flow, through pad mask and
        parametric test that meet the Specifications as per Appendix C.

        1.2 "Device[s]" shall mean individual die of Xicor designed integrated
        circuits in Wafer form.

        1.3 "Specifications" shall mean the parametric, electrical, reliability,
        quality, yield and endurance specifications for each Wafer and Device
        type as set forth in Appendix C.

        1.4 "Good Device[s]" shall mean individual Devices that meet the
        Specifications.


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                                                CONFIDENTIAL TREATMENT REQUESTED

        1.5 "Yamaha Process" shall mean the Yamaha's process, and/or such other
        processes or successor processes, qualified by Xicor in accordance with
        Appendix D, or as modified and approved thereafter in accordance with
        Paragraph 3.9 of this Agreement, that produce Wafers and Devices that
        meet the Specifications.

        1.6 "Design[s]" shall mean all Xicor integrated circuit designs for
        systems, circuits and pattern layouts concerning the Wafers and Devices
        contained thereon.

        1.7 "Proprietary Information" shall mean (i) this Agreement, including
        all appendixes, exhibits, attachments and any technical specifications,
        prices, schedules, specifications and the like negotiated in
        implementation of this Agreement, and (ii) any information including,
        but not limited to, technical information, database tapes,
        specifications, test tapes, masks and supporting documentation provided
        either orally, in writing or in machine readable format and masks or
        reticles generated by or for Yamaha using Xicor's database tapes,
        provided that all such information is marked "Confidential" or
        similarly, or, if oral, identified as proprietary within 30 days
        following the time of disclosure. Notwithstanding the foregoing,
        Proprietary Information does not include information generally available
        to the public, information independently developed or known by the
        receiving Party without reference to information disclosed hereunder,
        provided that the receiving Party can demonstrate such independent
        development or knowledge by substantial documentation, information
        rightfully received from a third party without confidentiality
        obligations, information authorized in writing for release by the
        disclosing Party hereunder, or information required to be disclosed
        pursuant to law or governmental regulation provided that the disclosing
        Party gives reasonable notice to the other party prior to any such
        disclosure.

        1.8 "Yield" shall mean the number of good Devices to the total Devices
        on a particular Wafer.

        1.9 "Substrates" shall mean 150 mm silicon epitaxial substrates as per
        the specification in Appendix C.

        1.10 "Effective Date" shall mean the date of Japanese governmental
        approval of this Agreement pursuant to Japanese laws and regulation in
        effect on the date this Agreement is executed. If such approval is not
        obtained within 30 days following execution, Xicor shall have the right
        to terminate this Agreement by notice to Yamaha. Yamaha will make all
        filings necessary for such approval within ten (10) business days
        following execution of this Agreement.

        1.11 "Forecast" shall mean a six (6) month rolling forecast of Xicor's
        delivery requirements for Wafers and/or Devices by Device type.

        1.12 "Order[s]" shall mean Xicor purchase orders or purchase order
        releases for specific Wafer and/or Device types, quantities and delivery
        dates.


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                                                CONFIDENTIAL TREATMENT REQUESTED

        1.13 "Risk Starts" shall mean any Wafers and/or Devices ordered by Xicor
        prior to full and complete qualification of Yamaha's process per
        Appendix D.

        1.14 "Process Change" shall mean any change in process chemicals, gases,
        chemical or physical structures or impurities embedded in the silicon or
        in layers above silicon, cross-sections, surface properties, physical or
        chemical environment which the wafer encounter during processing or
        storage, photolithographic and electrically charged processes and any
        other change which could impact the yield, quality, reliability,
        performance, physical structure and /or appearance of Wafers and/or
        Devices.

2.0     PRODUCTION:

        2.1 Yamaha agrees to manufacture and supply to Xicor Wafers and/or
        Devices as described in this Agreement and Xicor agrees to purchase from
        Yamaha, the Wafers and/or Devices under the terms and conditions set
        forth herein.

        2.2 Yamaha hereby assumes responsibility for the manufacture of Wafers
        and/or Devices based on the Designs, and manufactured to the
        Specifications, utilizing the Yamaha Process. Yamaha will produce Wafers
        and/or Devices to fill Xicor's orders, as further outlined below.

        2.3 Orders shall be provided by Xicor to Yamaha as follows:

               2.3.1 Within thirty (30) days of successful qualification of the
               Yamaha Process, Wafers and Devices produced therein, and
               specifically conditioned upon successful agreement by the parties
               to Lead-Times, Pricing, Specifications, and Monitoring Criteria
               contained in Appendixes A, B, C and D respectively, Xicor shall
               provide Orders to Yamaha for Wafers and/or Devices. Orders placed
               by Xicor will be open purchase orders or releases for fixed
               quantities of Wafers and/or Devices based upon the Xicor
               forecast. Yamaha shall use its best efforts to fulfill said
               Orders within the lead times outlined in Appendix A.

               2.3.2 On the twentieth (20th) day of each month Xicor will
               provide Yamaha a Forecast. The first two months of the Forecast
               shall be firm and supported by released Orders. All subsequent
               months shall be for planning purposes only and in no way
               represent a firm commitment to purchase Wafers and/or Devices by
               Xicor.

        2.4 Defective Wafers and Devices: When a Wafer manufactured by Yamaha
        fails to meet the Yield Specifications, or a Device manufactured by
        Yamaha fails meet the Device Specifications, Xicor and Yamaha will work
        together to investigate and determine the root cause of the defect. The
        party which is found to be responsible for causing such failures will,
        at its own cost and responsibility, remove such cause or causes with


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                                                CONFIDENTIAL TREATMENT REQUESTED

        minimum delay. If the root cause of the defect can not be determined the
        parties agree to act in good faith to reach an equitable resolution
        acceptable to both parties.

        2.5 Partial Shipments. Xicor will accept deliveries of Wafers or Devices
        made in timely installments from Yamaha. Any partial shipments will be
        invoiced as made, and payments therefor are subject to the terms of
        payment noted below.

        2.6 Quantity Variance. If the monthly quantity shipped by Yamaha of each
        Wafer and/or Device ordered by Xicor is within +/- 5 percent of the
        quantity ordered, such quantity shall constitute compliance with Xicor's
        order. Over shipments may be accepted at Xicor's discretion, in which
        case the respective quantity of such over shipment may be subtracted
        from the following months' quantity. Any under shipment may, at Xicor's
        discretion, be added to the following months Order.

        2.7 Modifications. If Xicor determines that modifications to the
        Specifications are required, including modifications to mask tooling,
        process or testing, Yamaha agrees to make such modifications within a
        reasonable period of time after notification in writing by Xicor. The
        parties will negotiate adjustment to price and delivery schedule as well
        as charges for retooling costs if warranted by such modifications.

        2.8 Substitutions. Xicor may, at Xicor's sole discretion, add or
        substitute Wafer and/or Device types as long as the Wafer and/or Device
        type utilizes the same or similar Yamaha Process approved by Xicor and
        Yamaha for existing production, provided that the agreed upon quantities
        of Wafers and/or Devices required by Xicor do not exceed those
        determined pursuant to Paragraph 2.3 and 2.6 except with the consent of
        Yamaha. Such Wafer and/or Device types are those which can be
        manufactured using the same process and in accordance with the same
        qualification plan as Wafers and/or Devices currently manufactured by
        Yamaha under this Agreement.

        2.9 Parametric Failure. If a Devices fails to meet the agreed upon
        Parametric Specifications, and in Xicor's reasonable opinion such
        failure appears material, Xicor may request Yamaha to stop production.
        If Yamaha is unable to correct such failures within a reasonable time,
        Xicor may cancel such particular Orders at no charge to Xicor. Xicor
        will notify Yamaha in writing of its intention to suspend or cancel such
        Orders and will include any substantiating data.

        2.10 Reports and Reviews: Yamaha shall provide Xicor with a weekly
        delivery report. Yamaha will strive to develop a system in 1997 that
        will be capable of weekly updating of wafer fabrication work in process
        for each Wafer and/or Device type. The details and format of such
        Reports shall be as agreed upon by the parties. To enable Xicor to track
        process control, Yamaha shall also strive to provide daily status and
        weekly data summarizing the DC parametric measurements for Yamaha
        Process. Yamaha shall strive to provide continuous modem access to the
        computer database maintained by Yamaha for purposes of these Reports. In
        addition, the parties agree to meet quarterly or as frequently as
        necessary to discuss and resolve issues that may, from time to time,
        arise 


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                                                CONFIDENTIAL TREATMENT REQUESTED

        and to review Yamaha performance. Yamaha also agrees to provide Xicor
        with such data and/or reports required by Xicor to enable Xicor to
        maintain their qualification to ISO9001 and QS 9000 quality standards.

        2.11   Order Cancellation.

               2.11.1 If Xicor fails to make any payment hereunder when due or
               fails to accept any material quantity of Wafers and/or Devices
               properly furnished hereunder, and such default is not cured
               within thirty (30) days after Yamaha gives Xicor written notice
               thereof, Yamaha may decline to make further shipments and/or may
               terminate Xicor's Orders without affecting any other rights or
               remedies available to Yamaha. If Yamaha continues to make
               shipments after such default, Yamaha's actions shall not
               constitute a waiver nor affect Yamaha's remedies for such
               default.

               2.11.2 If Xicor cancels an Order that is firm pursuant to Section
               2.3.2, Xicor shall pay in full and complete satisfaction of any
               claim arising therefrom, a cancellation charge per Wafer equal
               to:

                      (number of mask steps completed)
                      ------------------------------------  x  (Wafer price)
                      (total number of mask steps)

               Notwithstanding the above, if the parties mutually agree to
               reschedule the Order, no claim shall arise unless the Order as
               rescheduled is canceled. Claims for the canceling of rescheduled
               Orders shall also be governed as set forth above on the date of
               cancellation.

               2.11.3 Xicor may cancel any Order in whole or in part if Yamaha
               fails to deliver Wafers and/or Devices as covered by such Order
               placed hereunder by Xicor, which failure is not corrected within
               sixty (60) days after written notice thereof. If such failure is
               not corrected within the above sixty-day period and is not
               excused pursuant to Paragraph 19.0, Xicor shall have the right to
               procure substitute goods ("cover") as provided by the California
               Uniform Commercial Code, Section 2712. The foregoing shall not
               affect any other right or remedy available to Xicor. If Xicor
               continues to maintain or place Orders after such default, Xicor's
               actions shall not constitute a waiver nor affect Xicor's remedies
               for such default.

3.0     PROCESS TECHNOLOGY:

        3.1 Xicor will provide to Yamaha the Xicor C5 process flow, process
        parameters, design rules and other relevant information to enable Wafers
        and Devices to be manufactured by Yamaha. It is understood that the
        information listed above is the 


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                                                CONFIDENTIAL TREATMENT REQUESTED

        Proprietary Information of Xicor and will remain the sole property of
        Xicor. Nothing in this Agreement grants or authorizes Yamaha to use this
        Proprietary Information for any other purpose other than those
        specifically authorized by this Agreement.

        3.2 Yamaha will run the Yamaha Process pursuant to this Agreement, or
        any process which is based on the Yamaha Process, for the purpose of
        manufacturing Wafers and/or Devices exclusively for Xicor. All Wafers
        and Devices produced by Yamaha shall meet the Specifications as per
        Appendix C.

        3.3 Yamaha will either (i) provide Xicor with a list of Yamaha's
        acceptable mask vendors, to which, Xicor will select and provide one
        mask vendors, as mutually agreed, with Device database tapes in GDS II
        format, or (ii) Xicor will provide Yamaha with Device database tapes in
        GDS II format and Yamaha may procure masks locally All such database
        tapes, whether or not marked as confidential as per paragraph 1.7,
        constitute confidential Proprietary Information of the highest level. No
        such database tapes will be provided to any third party mask vendor or
        to Yamaha unless and until a written agreement by the mask vendor is
        executed protecting Xicor Proprietary Information from unauthorized
        disclosure. Yamaha will provide the mask vendor with mask alignment and
        test structure database, and oversee merging of device and mask
        alignment databases by the mask vendor. Xicor will bear the cost of
        original mask sets, subject to its advance approval of the cost. The
        cost of subsequent mask layers or sets that are required due to use,
        abuse or other damage by Yamaha will be the responsibility of Yamaha.
        The cost of reticle changes required due to process or design changes
        requested by Xicor will be the responsibility of Xicor. The cost for
        reticle changes requested by Yamaha for process improvement or yield
        enhancements shall be the responsibility of Yamaha. Upon termination of
        this Agreement all mask sets shall be destroyed.

        3.4 After Yamaha has provided Xicor with sufficient Wafers and Devices
        for qualification, but prior to completion of full qualification, Xicor
        may request that Yamaha provide a mutually agreed quantity of Risk
        Starts. Yamaha will provide these Risk Starts to Xicor at the prices
        determined pursuant to Appendix B.

        3.5 During the production of Risk Starts per Paragraph 3.4, Xicor may
        stop production of Wafers and/or Devices by giving notice to Yamaha.
        Upon receipt of such notice, Yamaha will stop production following
        completion of the process steps at which Wafers and/or Devices reside at
        the time of notification. Xicor agrees to pay Yamaha for all Wafers
        and/or Devices started prior to Yamaha receiving such notice. Prices for
        such Wafers or Devices will be equitably prorated based on the last
        stage of production completed as per Paragraph 2.11.2.

        3.6 For Yamaha to become qualified, Wafers and/or Devices delivered for
        qualification must meet all agreed Specifications per Appendix C. When
        Wafers and/or Devices made by Yamaha successfully complete
        qualification, then upon written notice from Xicor of successful
        completion, Yamaha will proceed, as soon as possible after 


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                                                CONFIDENTIAL TREATMENT REQUESTED

        receipt of such notice, to manufacture and deliver Wafers and/or Devices
        ordered by Xicor in accordance with Paragraph 2.3.

        3.7 Prior to qualification, Yamaha and Xicor must agree upon
        Specifications to be contained in Appendix C. If, in the reasonable
        opinion of Xicor, such agreement on Specifications can not be reached,
        Xicor may cancel or terminated this Agreement without any further
        obligation to Yamaha whatsoever. Yamaha specifically agrees that it will
        not modify Specifications in any way without the prior written consent
        of Xicor.

        3.8 Xicor shall conduct the qualification as per Appendix D and report
        the result of such testing to Yamaha.

        3.9 Process Change shall be handled in the following manner:

               3.9.1 Prior to any Process Change which Yamaha desires to make in
               the manufacturing process, Yamaha agrees to notify Xicor in
               writing of each such proposed Process Change at least ninety (90)
               days in advance of the desired implementation of such Process
               Change. Such notice shall contain the following:

                      3.9.1.1 intent of the proposed Process Change.

                      3.9.1.2 detailed description of the proposed Process
                      Change.

                      3.9.1.3 the reason for the proposed Process Change.

                      3.9.1.4 the results of controlled experiments done to
                      support the proposed Process Change.

                      3.9.1.5 detailed and comprehensive analysis of potential
                      failure modes and their effects.

                      3.9.1.6 monitoring in place to verify the intended
                      improvements and to identify, as early as possible, any
                      unintended consequences of the proposed Process Change.

                      3.9.1.7 containment plan in case the proposed Process
                      Change produces undesired effects.

                      3.9.1.8 detailed plan for the implementation of the
                      proposed Process Change and labeling of affected Wafers
                      and/or Devices.

               3.9.2 Xicor reserves the right to approve or reject any proposed
               Process Change that, in Xicor's sole opinion, will materially
               affect the form, fit, or function of the Device or Wafer or
               reduce the yield, reliability, or quality thereof. Xicor agrees
               to provide written notification of approval or disapproval of any
               proposed Process


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                                                CONFIDENTIAL TREATMENT REQUESTED

               Change within sixty (60) days of receipt of such proposed Process
               Change request from Yamaha. In no case will Yamaha implement a
               Process Change without Xicor's prior written approval.

               3.9.3 Notwithstanding the provisions of Paragraph 3.9.2 above, if
               an emergency situation warrants a temporary Process Change,
               Yamaha hereby agrees to notify Xicor within twenty-four (24)
               hours of identification of the emergency situation. Yamaha shall
               provide to Xicor, via fax, details relating to the emergency
               situation including problem identification, proposed emergency
               Process Change, expected results, expected duration of
               effectivity and probable ramifications if said emergency Process
               Change is not approved. Xicor shall provide approval/disapproval,
               via fax, within forty-eight (48) hours of receipt of Yamaha
               notification. Unless said emergency Process Change is approved by
               Xicor as a permanent Process Change, the process will, within the
               specified time authorization in the emergency process change
               notification, but in no case greater than one (1) week, revert
               back to the original process which was in effect prior to the
               emergency Process Change.

4.0     FORECAST AND COMMITMENT:

        4.1 On the twentieth (20th) day of each calendar month, Xicor shall
        provide to Yamaha a Forecast per Paragraph 2.3.2. The Forecast shall be
        used by Xicor to advise Yamaha of the Wafer and/or Device volumes
        required by Xicor. The first two months of the each Forecast will be
        detailed by week. The remaining months will be detailed by month. Yamaha
        will provide Xicor with a response in the form of a confirmation in
        writing to each Forecast by the last working day of each calendar month.
        The response shall contain a commitment schedule for all Wafers and/or
        Devices for the first two month periods.

        4.2 Upon receipt of the commitment schedule, Xicor shall either accept
        or reject the response within three (3) working days. If the committed
        Wafer and/or Device quantities are acceptable to Xicor, Xicor will
        provide Yamaha with Orders to support the agreed upon Wafers and/or
        Devices. If the committed Wafer and/or Device quantities are
        unacceptable to Xicor, both parties agree to negotiate in good faith
        until an acceptable resolution is reached. The production schedule
        agreed to by the parties, based on the Forecast and Yamaha's response,
        shall be dated, in written form, signed by the parties and shall
        represent a binding commitment for all firm Orders. Signature by
        facsimile is acceptable as proof of execution.

        4.3 Each Order shall obligate Xicor to purchase the Wafers and/or
        Devices per Order. Xicor also agrees to limit the extent of change to
        each subsequent Forecast for future months based on the parties previous
        month's Orders as follows: not more than 30% for the third month, 50%
        for the fourth month, 75% for the fifth month and 90% for the sixth
        month.


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                                                CONFIDENTIAL TREATMENT REQUESTED

        4.4 Yamaha will provide Xicor with actual weekly Wafer and/or Device
        completion's and weekly Wafer and/or Device shipment reports to be
        received at Xicor no later than 12:00 noon on the Monday for the
        previous weeks Wafer and/or Device activity.

        4.5 In case Yields drop below the minimum Yield rate as per Appendix C,
        Yamaha will use all reasonable efforts to expeditiously make up for the
        missing Wafer and/or Device deliveries.

5.0     YIELD, RELIABILITY AND QUALITY:

        5.1 Xicor shall have the right to test, monitor or sample any and all
        Wafers and Devices to ensure adherence to the Specifications contained
        in Appendix C. Any Wafer or Device failing to meet such Specifications
        may be returned to Yamaha in accordance with the procedure outlined
        below in Paragraph 5.2. In addition, and in the sole discretion of
        Xicor, Xicor may stop any or all further shipments of Wafer and/or
        Devices until such time as Yamaha can successfully demonstrated to
        Xicor, and in Xicor's sole determination, the root cause creating the
        non-adherence has been eliminated and all further Wafers and/or Devices
        shipped will meet the Specifications.

        5.2 Xicor shall conduct an analysis of any Wafers and/or Devices that
        fail to meet the Specifications contained in Appendix C. If the results
        of the failure analysis indicate to Xicor that the cause of such failure
        was the responsibility of Yamaha, then Xicor shall provide Yamaha with
        written notification of the failure and a copy of the failure analysis
        report. Upon completion of Yamaha's internal investigation, but no later
        than thirty (30) days after receipt of written notification, Yamaha
        shall provide Xicor with a Return Material Authorization (RMA) and Xicor
        may return the failed Wafers and/or Devices to Yamaha. All costs
        associated with the return of such defective Wafers or Devices,
        including but not limited to transportation, customs, duties or any
        other such cost, shall be the sole responsibility of Yamaha. Failure to
        return or give written notice of rejection of the Wafers or Devices
        within one (1) year after receipt of the Wafers or Devices by Xicor
        shall be considered to be an acceptance of the Wafers or Devices by
        Xicor. If Xicor does not follow the above outlined procedure, then the
        return period of failed Wafers and/or Devises is limited to three (3)
        months from the date of receipt of the Wafers and/or Devises by Xicor.

        5.3 The parties agree that the prices identified in Appendix B are
        specifically predicated upon (i) if Wafers are procured, then by the
        expected average Wafer/Device Yield by Device type contained in Appendix
        C, and (ii) if Devices are procured, then by the quantity of Good
        Devices delivered to Xicor.

               5.3.1 The price per Wafer (Appendix B) is based on an agreed upon
               Yield per Device type contained in Appendix C. Should the actual
               average Yield, as reported for all Wafers of the same Device type
               and delivered during any 


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                                                CONFIDENTIAL TREATMENT REQUESTED

               particular Xicor accounting period exceed 5% or drop below 5% of
               the Yield per Appendix C, the price per Wafer will be adjusted
               upward or downward as per the formula in Appendix B.

               5.3.2 The price per Device (Appendix B) are based solely on a per
               Good Device basis.

6.0     PRICES, PAYMENTS AND TAXES:

        6.1 All prices, payments or charges pursuant to this Agreement shall be
        made in US dollars. Prices will be negotiated annually and will take
        into consideration any material fluctuations in the currency exchange
        rate that may have occurred. Agreed upon prices for Wafers and/or
        Devices, and any other items requiring payment, shall be listed in
        Appendix B. It is the expectation of Xicor that prices for Wafers and
        Devices using a given Process will decrease from year to year.

        6.2 All prices are FOB Narrita Airport. Yamaha shall be responsibile for
        transportation charge from Yamaha Semiconductor to Narrita Airport and
        for Japanese Customs clearance. Title to Wafers and/or Devices shall
        transfer to Xicor upon release from Japanese Customs to the Xicor
        designated freight forwarder in Japan. Yamaha shall be responsible for
        all freight charges prior to transfer of title.Xicor agrees to supply
        Yamaha with an appropriate tax exemption certificate if appropriate.

        6.3 Payment terms shall be net forty-five (45) days from receipt of a
        valid invoice by Xicor. Yamaha shall not send such invoices until Yamaha
        has shipped to Xicor the associated Wafers and/or Devices.

        6.4 Xicor shall have the right to either; (a) offset the cost on any
        future invoice, or (b) obtain a credit from Yamaha for any Wafer and/or
        Device returned to Yamaha under Paragraph 5.1 which has previously been
        invoiced and paid by Xicor.

        6.5 Each party shall be solely responsible for any and all taxes, levies
        or any other type of charges imposed upon them by their respective
        sovereign governments.

        6.6 During the course of this Agreement each party shall bear its own
        costs and expenses. Expenses shall mean such expenses as engineering
        materials, Fab costs, transportation and hotel expenses associated with
        travel and any other expenses required by the parties to meet their
        obligations under this Agreement.

7.0 ON-SITE INSPECTION: Xicor representatives shall be allowed to visit and tour
Yamaha's fabrication and electrical test facilities during normal working hours
upon reasonable notice to Yamaha. Yamaha shall keep electrical test records,
process run cards, equipment usage


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                                                CONFIDENTIAL TREATMENT REQUESTED

status and Q/A results concerning the Wafers and Devices for three (3) years
after such data is issued, and Xicor representatives shall be entitled to review
such materials during such visits.

8.0     PROPRIETARY INFORMATION:

        8.1 Both Yamaha and Xicor agree that Proprietary Information of the
        other will remain the property of the disclosing party and will be used
        by them solely for the purpose of manufacturing Wafers and/or Devices
        hereunder. Such Proprietary Information shall be maintained by each
        party in confidence and to a degree equal to or higher than the parties
        maintain their own proprietary information of a similar nature. The
        parties agree that they will not disclose any Propriety Information to
        any third party without the prior written permission of the disclosing
        party and further agree that such Propriety Information will not be
        maintained on any internal computer network that is unsecured and can be
        accessed via the internet or any other outside computing system. The
        parties agree that all of their respective employees and consultants
        shall be subject to non-disclosure agreements no less protective of
        Proprietary Information than the provisions of this Agreement prior to
        such employees and consultants being allowed access to Proprietary
        Information.

        8.2 Upon termination or expiration of this Agreement for whatever
        reason, the receiving Party must (i) return to the other Party the
        original and all copies of any Proprietary Information of the disclosing
        Party, or (ii) destroy the originals and all copies of any Proprietary
        Information and provide certification of such destruction to the
        disclosing party, and (iii) at the disclosing Party's request, have one
        of its officers certify in writing that it will not make any further
        disclosure or use of such Proprietary Information and specifically will
        not manufacture or have manufactured for it any product incorporating
        such Proprietary Information.

        8.3 These confidentiality provisions as to any item of Proprietary
        Information shall survive the termination of this Agreement for a period
        of five (5) years from the date of termination of this Agreement.

        8.4 If Yamaha develops any process modifications or new processes as a
        result of this relationship with Xicor, and such process modifications
        or new processes are useable by Xicor, Xicor shall have the right to
        incorporate such process modifications or new processes in its C5
        process. The parties further agree that if such process modifications or
        new processes are patentable, and both parties wish to pursue such
        patent, the parties shall equally share the cost of filing such patent,
        whether in the United States or Japan, and the parties shall become
        co-owners of such patents. If only one parties wishes to pursue such
        patent, then the pursuing party shall bear all costs and the
        non-pursuing party shall be granted a non-exclusive, royalty free
        license for such patent.

9.0     WARRANTY and ACCEPTANCE:


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                                                CONFIDENTIAL TREATMENT REQUESTED

        9.1 Yamaha warrants that Wafers and/or Devices delivered hereunder will
        meet the mutually agreed Specifications and shall be free from defects
        in material and workmanship under normal use and service for a period of
        one (1) year from the date of receipt from Yamaha's facility. If, during
        such one year period (i) Yamaha is notified with reasonable promptness
        in writing upon discovery of any defect in the Wafers and/or Devices,
        including a reasonably detailed description of such defect; (ii) and
        when physically available such Wafers and/or Devices are returned to
        Yamaha's facility, transportation prepaid; and (iii) Yamaha's reasonable
        examination of such Wafers and/or Devices discloses that such Wafers
        and/or Devices are defective and such defects are not caused by
        accident, abuse, misuse, neglect, improper installation, repair or
        alteration not authorized by Xicor, improper testing or use contrary to
        any reasonable instructions issued by Xicor, then within a reasonable
        time Yamaha shall, as mutually agreed, either repair, replace, or credit
        Xicor for such Wafers and/or Devices. Yamaha shall reimburse Xicor for
        the return transportation charges paid by Xicor for such Wafers and/or
        Devices. Yamaha shall return any Wafers and/or Devices repaired or
        replaced under this warranty to Xicor transportation prepaid. If
        replacement of any Wafer and/or Device is not practical, then Yamaha
        shall issue a credit to Xicor for the price paid by Xicor for the
        defective Wafers. The performance of this warranty does not extend the
        warranty period applicable to the Wafers and/or Devices originally
        delivered.

        9.2 Yamaha shall immediately advise Xicor whenever Yamaha has reason to
        believe that Wafer and/or Devices may not conform to the applicable
        Specifications.

10.0 NON-COMPETITION: Yamaha agrees that Yamaha will not compete with Xicor with
products or semiconductor devices similar in nature to those sold by Xicor. In
addition, Yamaha specifically agrees that it will not at any time use for its
own purposes, or any other purpose other than those specified by this Agreement,
any Xicor Proprietary Information, know-how of Xicor's, or the Xicor C5 process
technology unless specifically evidenced by a separate technology licensing
agreement properly executed by Xicor.

11.0 INDEMNIFICATION:

        11.1 Each party (the "Indemnifying Party") agrees, at its own expense,
        to defend or at its option to settle, any claim, suit or proceeding
        brought against the other party (the "Indemnified Party") or its
        customers on the issue of infringement of any United States or other
        country patent, copyright, trade secret, trademark, or other
        intellectual property right with respect to Xicor, the design of the
        Wafer, Device or the C5 wafer process technology to the extent
        contributed by Xicor, or, as to Yamaha, the wafer process to the extent
        contributed by Yamaha, subject to the limitations hereinafter set forth.
        The Indemnifying Party shall have sole control of any such action or
        settlement negotiations, and the Indemnifying Party agrees to pay,
        subject to the limitations hereinafter set forth, any final judgment or
        settlement entered against the Indemnified Party or its customer on


                                       12
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                                                CONFIDENTIAL TREATMENT REQUESTED

        such issues in any such suit or proceeding defended by the Indemnifying
        Party. The Indemnified Party agrees that the Indemnifying Party shall be
        relieved of the foregoing obligations unless the Indemnified Party or
        its customers notify the Indemnifying Party promptly in writing of such
        claim, suit or proceeding and give the Indemnifying Party authority to
        proceed as contemplated herein, and, at the Indemnifying Party's expense
        (except for the value of the time of the Indemnified Party's employees),
        gives the Indemnifying Party proper and full information and assistance
        to settle and/or defend any such claim, suit or proceeding. The
        Indemnifying Party shall not be liable for any costs or expenses
        incurred by the Indemnified Party without its prior written
        authorization.

        11.2 The foregoing provisions of this Article state the entire liability
        and obligations of the Indemnifying Party and the exclusive remedy of
        the Indemnified Party, with respect to any alleged infringement of
        patent, copyright, trade secret, trademark or other intellectual
        property right by the Wafer, process, or any part thereof.

12.0 TERM:

        12.1 This Agreement shall come into force on the Effective Date and
        shall remain in force for a period of five (5) years from the Effective
        Date, unless terminated earlier in accordance with Paragraph 16 below.

        12.2 This Agreement may be renewed for an additional period under terms
        and conditions agreeable to both parties hereof.

13.0 EXPORT CONTROLS: Yamaha will not export, re-export, transship, or transmit,
directly or indirectly, (collectively "Export"), any data, designs, programs,
hardware, or technical information of any kind acquired hereunder, or any direct
product thereof to any country to which such Export is limited, or prohibited by
the United States Government or any law, regulation, agency or executive
thereof, including without limitation, the Export Administration Regulations of
the US Department of Commerce. This Agreement is subject to compliance with all
applicable export and import laws and regulations and the parties agree to
cooperate in complying therewith. Yamaha agrees to indemnify Xicor for any fees,
fines or penalties imposed on Xicor by the United States Government as a result
of Yamaha's breach or violation of this provision. Xicor shall provide Yamaha
with information regarding the Export Administration Regulations of the U.S.
Department of Commerce.

14.0 PUBLICITY: No public announcement concerning this Agreement shall be made
by either party hereto without the prior written consent of the other which
shall not be unreasonably withheld. It is understood that Xicor may have
obligations under financial and United States Security and Exchange regulations
to publicly announce this Agreement.


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                                                CONFIDENTIAL TREATMENT REQUESTED

15.0 NON-DISCLOSURE OF TERMS AND CONDITIONS: Neither party shall, without first
obtaining the written consent of the other party, disclose the terms, conditions
or subject matter of this Agreement, unless, in the good faith judgment of the
disclosing party, such disclosure is; (I) in response to a valid court order, in
which case the party making the disclosure pursuant to the valid court order
shall first have informed the other party and made reasonable efforts to obtain
a protective order requiring that the information or document so disclosed be
used only for the purpose for which the order was issued, or (ii) as may be
otherwise required by law, rules or government regulations or other governmental
body of the United States, Japan or any political subdivisions thereof; provided
that the disclosing party requests confidential treatment by the appropriate
governmental agency, or (iii) necessary to establish the parties rights under
this Agreement. 

16.0    TERMINATION:

        16.1 Either party may terminate this Agreement for default of any of the
        terms and conditions of this Agreement by the other party, providing
        proper notice of default is given and the defaulting party is provided
        with sixty (60) days after receipt of the notice to correct the
        defaulting condition.

        16.2 The parties agree that each party shall have the right to terminate
        this Agreement by giving written notice of termination to the other
        party at any time on or after the filing by the other party of a
        petition in bankruptcy or insolvency.


17.0. SURVIVAL OF PROVISIONS: The provisions of Paragraphs 8, 9, 10, 11, 13, 14,
15, 17, 23, 24, 25, 26, 27, 28, and 29 shall survive the termination or
expiration of this Agreement.

18.0. SEVERABILITY: If any provision of this Agreement, or the application
hereof to any situation or circumstance, shall be invalid or unenforceable, the
remainder of this Agreement or the application of such provision to situations
or circumstances other than those as to which it is invalid or unenforceable,
shall be intact; and each remaining provision of this Agreement shall be valid
and enforceable to the fullest extent permitted by applicable law. In the event
of such partial invalidity the parties shall seek in good faith to agree on
replacing any such legally invalid provisions with provisions, which, in effect,
will, from an economic viewpoint, most nearly and fairly approach the effect of
the invalid provision.

19.0. FORCE MAJEURE:Neither of the parties shall be liable in any manner for
failure or delay in the fulfillment of all or any part of this Agreement
directly or indirectly owing to Acts of God, governmental orders or
restrictions, war, threat of war, war-like conditions, hostilities, sanctions,
mobilization, blockade, embargo, detention, revolution, riot, looting, strike,
lockout, plague, fire, flood, earthquake or any other cause or other
circumstances beyond the affected party's control. Each of the parties shall
take all reasonable steps to minimize the effect of force majeure upon it until
such effect of force majeure has abated. Notice of any occurrence of force
majeure affecting either party shall be given to the other party as soon as
possible together with evidence thereof and the expected duration of the period
for which performance hereunder shall be delayed.


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                                                CONFIDENTIAL TREATMENT REQUESTED

20.0. ASSIGNMENT OR TRANSFER: This Agreement, and all rights and obligations
hereunder, shall not be assigned by a party hereto to any third party or parties
without a prior written consent of the others party hereto; provided, however,
that no such prior written consent shall be required for any assignment of this
Agreement in its entirety by one of the parties to a successor-in-interest of
such party as a result of any merger or consolidation involving such party or a
sale by such party of substantially all of its assets, provided, that such
successor shall promptly agree in writing to be bound by all of the terms and
conditions of this Agreement, or any modifications hereof.

21.0. RELATIONSHIP OF THE PARTIES:The parties to this Agreement have the
relationship of independent contractors. Nothing herein shall be construed to
create any form of agency relationship or to authorize either party to bind the
other in any matter.

22.0 NOTICES: Any notices hereunder shall be given in writing by registered or
certified mail at the respective addresses listed below or at another address
which is specified by written notice.

   If to Xicor:                     If to Yamaha:
   Xicor, Inc.                      Yamaha Corporation Semiconductor Division
   1511 Buckeye Drive               203 Matsunokijima, Toyooka-mura Iwata-gun,
   Milpitas, CA 95035, USA          Shizuoka-ken, 438-01, Japan
   Attn:  Director of Contracts     Attn: General Manager

23.0 LANGUAGE: This Agreement is in the English language only, which language
shall be controlling for all purposes. All proceedings related to the
performance, enforcement, interpretation, termination or breach of this
Agreement, and all evidence presented therein, shall be in English.

24.0 GOVERNING LAW:This Agreement shall be governed by the laws of the State of
California, except for the resolutions of disputes as provided in Paragraph 25.0
hereof.

25.0 DISPUTE RESOLUTION: In the event of any dispute, claim or question arising
out of this Agreement or breach hereof, the parties hereto shall use their best
efforts to settle such dispute, claim, question or difference. To this effect
they shall mutually consult and negotiate in good faith and understanding to
reach a just and equitable solution with sincerity. In the event that the
dispute, controversy or difference is not so settled in the above manner within
three (3) months, then the matter shall be finally settled by arbitration (i) if
Yamaha demands arbitration, it shall be in Santa Clara, California, in
accordance with the Rules of Conciliation and Arbitration of the International
Chamber of Commerce and under the laws of California, without reference to
conflict of laws principles, or (ii) if Xicor demands arbitration, it shall be
in Tokyo, Japan, in accordance with the Rules of Conciliation and Arbitration of
the Japan Commercial Arbitration Association and under the laws of Japan. In any
such arbitration, Xicor will appoint


                                       15
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                                                CONFIDENTIAL TREATMENT REQUESTED

one arbitrator, Yamaha will appoint one arbitrator, and the two arbitrators
appointed will select a third arbitrator. Either party hereto may object to any
arbitrator who is an employee of or affiliated with any competitor of either
party hereto. The decision of the three arbitrators shall be final and binding
and may be entered as a judgment by a court of competent jurisdiction. Each side
shall bear half the cost of the arbitration.

26.0 TITLES:The titles of all Paragraphs contained in this Agreement are for
interpretation convenience and reference only and shall not in any way affect
the interpretation hereof.

27.0 ENTIRE AGREEMENT: This Agreement supersedes all documents or arrangements
in respect to the subject matter hereof, including any Letter of Intent
previously concluded by the parties, and evidences the entire Agreement of the
parties hereto. This Agreement cannot be changed, modified or supplemented
except in writing signed by the duly authorized officer or representative of
each of the parties hereto.

28.0 THIS AGREEMENT CONTROLS: The terms and conditions of this Agreement shall
control all sales of Wafers and/or Devices hereunder, and any additional or
different terms or conditions in either party's purchase order, Orders,
responses to Orders, acknowledgment, or similar document shall be of no effect.

29.0 GOVERNMENT APPROVALS: Yamaha represents and warrants that no consent or
approval of any governmental authority is required in connection with the valid
execution and performance of this Agreement except as set forth in Paragraph
1.10. Yamaha will be responsible for timely filings of this Agreement with all
necessary Japanese government agencies.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate, each of which shall be considered as an original, by their
respective duly authorized representatives as of the date first above written.

XICOR, INC.                             YAMAHA CORPORATION

BY:    /s/ Raphael Klein                BY:    /s/ K. Ishimura
       ----------------------------            ---------------------------------
TITLE: President                        TITLE: Senior Managing Director
       ----------------------------            ---------------------------------
DATE:  February 6, 1997                 DATE:  February 5, 1997
       ----------------------------            ---------------------------------


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                                                CONFIDENTIAL TREATMENT REQUESTED

                                   APPENDIX A

                                   LEAD-TIMES

C5 CYCLE TIME

        Mean cycle time (a.k.a. TAT): The Mean Cycle Time for product processing
        and distribution shall be * for the C5.6 products. The statistical
        representation of this is shown below:

               MEAN TAT + 2 SIGMA <= *.

        This would correspond to some * % of the wafers to be shipped from
        e-test to Xicor for sorting in the 6 month period.


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                                                CONFIDENTIAL TREATMENT REQUESTED

                                   APPENDIX B

                                     PRICING

B1:  Wafer Pricing:  (including raw wafer costs)

        C5.6 TECHNOLOGY:  (YKS as P11) = $* per wafer

        o 256K Xicor product in Table 1 belongs to this technology class.

        C5.63 TECHNOLOGY: (YKS as P12) = $* per wafer.

        o All the other products shown in Table 1 belong to this technology.

B2:  WAFER PRICE CALCULATIONS:

        TIMING: Once every 6 months. These calculations are inspired by two
        things:

                1. Yield improvements made by YKS are to be awarded with better
                wafer price,

                2. Yield improvements made are to be shared by the two
                companies.

        CALCULATION: Every 6 months, Xicor will calculate the actual yield
        percentage and compares to the target as set forth in Table 1.

        Table 1: Starting "target" wafer sort yield percentages for Xicor
        products to be used for price calculations.

<TABLE>
<CAPTION>
                      Density         Wafer Sort Yield Percentages
                      -------         ----------------------------
<S>                                   <C>
                         64K                     *%
                         32K                     *%
                         16K                     *%
                        256K                     *%
</TABLE>

               o  If the average wafer yield percentage of the total number of
                  wafers shipped in the previous 6 months is on target, the
                  wafer price for the next 6 months stay the same.


               o  If the actual wafer yield percentage is different than the
                  target values, the difference will be shared by Xicor and
                  Yamaha and a new wafer price will be established for the next
                  6 month period based on the following example:


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                                                CONFIDENTIAL TREATMENT REQUESTED

                               Appendix B (con't)

Table 2: Examples of wafer price calculations for a 256K Xicor part foundered by
YKS.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
# OF WFRS      AVAILABLE DIE      ACTUAL %     TOTAL AVAILABLE   TOTAL PURCHASE   ACTUAL DIE                  WAFER PRICE FOR
                PER WAFER                            DIE            AMOUNT ($)    PRICE ($/DIE)               FOR NEXT 6 MO.S
<S>            <C>                <C>          <C>               <C>              <C>             <C>         <C>
    (*)             (*)             (*)              (*)             $400,000           (*)                         (*)

    (*)             (*)             (*)              (*)             $400,000           (*)       (*)               (*)

    (*)             (*)             (*)              (*)             $400,000           (*)       (*)               (*)
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

o   This formula is to remain in effect starting in 1998, continuing in 1999,
    and finishing at the end of 2000.


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                                                CONFIDENTIAL TREATMENT REQUESTED


                                   APPENDIX C

                                 SPECIFICATIONS

C1: Wafer Specifications: Xicor specification number 00-W-0007

C2: Device Specifications: Xicor specification number 020512 (E Test limits)

C3: Quality and Reliability Specifications: Xicor specifications numbers:
06020110, 06020101, 06020311 and 06020324.

C4: Wafer Yield: Yield targets are established in Table 1, Appendix B. Any Wafer
yielding less than -3 sigma from the demonstrated six month wafer sort yield
average will be scrapped.


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                                                CONFIDENTIAL TREATMENT REQUESTED

                                   APPENDIX D

                   WAFER FOUNDRY QUALIFICATION AND MONITORING

Xicor Specification number 06020116