RAMTRON INTERNATIONAL CORP
JOINT DEVELOPMENT AND LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10
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<FILENAME>f10ex10-1.txt
<DESCRIPTION>JOINT DEVELOPMENT AND LICENSE AGREEMENT
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*  Confidential treatment has been granted or requested with respect to
portions of this exhibit, and such confidential portions have been deleted and
separately filed with the Securities and Exchange Commission pursuant to Rule
24b-2 or Rule 406.

                   JOINT DEVELOPMENT AND LICENSE AGREEMENT

This Agreement with the attached Appendices "A" through "E" (collectively
referred to as the "Agreement") is made effective as of August 14, 2001
("Effective Date") between Texas Instruments Incorporated, a Delaware
corporation with a principal place of business at 12500 TI Boulevard, Dallas,
TX  75243 ("TI") and Ramtron International Corporation, a Delaware corporation
with a principal place of business at 1850 Ramtron Drive, Colorado Springs,
CO  80921 ("Ramtron").

In consideration of the mutual promises contained herein, the parties agree as
follows:

1.  DEFINITIONS

    1.1  "Confidential Information" shall mean any information disclosed by
         one party to another under this Agreement, (i) which information is
         either disclosed in writing and marked as "proprietary",
         "confidential" or with a similar legend, or (ii) which is disclosed
         in any other manner and is identified as confidential at the time of
         disclosure and is summarized in a written memorandum to the receiving
         party within ten (10) days of the disclosure, or (iii) which is
         obtained or observed by Ramtron employees while working in TI
         facilities and which information was known or reasonably should have
         been known by such employees to be the confidential information of
         TI, its customers, contractors or others with whom TI has a business
         relationship, or (iv) which is obtained or observed by TI employees
         while working in Ramtron facilities and which information was known
         or reasonably should have been known by such employees to be the
         confidential information of Ramtron, its customers, contractors or
         others with whom Ramtron has a business relationship.  "Confidential
         Information" includes the trade secrets of either party and the
         Development Trade Secrets, so long as the party with ownership rights
         in such trade secrets maintains them as confidential.

    1.2  "Party(ies)" means TI and/or Ramtron, as the case may be.

    1.3  "Subsidiary" of a Party means any corporation, company or other
         entity in which fifty percent (50%) or more of the outstanding shares
         of stock or ownership interest then entitled to vote for the election
         of directors or managers is owned or controlled by such Party,
         directly or indirectly, now or hereafter during the term of this
         Agreement.  Any corporation, company or other entity, which would at
         any time be a Subsidiary of a Party, by reason of the foregoing,
         shall be considered a Subsidiary of such Party for the purposes of
         this Agreement only so long as the ownership or control, directly or
         indirectly, by such Party, meets the conditions set forth above.

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    1.4  "Ramtron Entity(ies)" means Ramtron and/or a Subsidiary of Ramtron.

    1.5  "TI Entity(ies)" means TI and/or a Subsidiary of TI.

    1.6  "Patents" means patents (including reissues and re-examination
         certificates), utility models, and applications therefore, in all
         countries of the world, which convey legally enforceable rights.

         A.  Patents includes any patent which expired prior to the Effective
             Date but which, at any time during the term of this Agreement,
             has legally enforceable rights applicable to acts performed prior
             to the Effective Date.

         B.  Patents includes applications for patents and utility models
             which have been published for opposition, such as a Japanese
             "Kokouku".

    1.7  "Ramtron Patents" means Patents (i) which, at any time during the
         term of this Agreement, any Ramtron Entity owns or controls, and
         (ii) under which any Ramtron Entity has the right to grant releases
         or licenses, of the scope granted herein.  Ramtron Patents are also
         deemed to include any Patent (i) resulting from a patent application
         filed, in any country in the world, prior to five (5) years after the
         termination of this Agreement, and (ii) which includes one or more
         claims that covers the layout of, structure of, process for making or
         using, equipment for fabricating, package for, testing of, or
         circuitry relating to, an FRAM.

    1.8  "Ramtron-Participation Patents" means Patents covering inventions
         developed or made by one or more employees, agents or independent
         contractors of any Ramtron Entity (including employees of a Ramtron
         Entity temporarily dispatched to, assigned to, or otherwise
         participating in any project with, or placed on the payroll of, any
         third party), singly, or jointly with a third party, in any case,
         where approval or consent by an entity other than a Ramtron Entity is
         required prior to granting a release or license hereunder.

         Ramtron-Participation Patents shall not include any Patent whose
         inclusion could result in the payment of royalties or other
         consideration by any Ramtron Entity to third parties, unless such
         payment is made to a Ramtron Entity or to a third party for
         inventions made by such third party while employed by a Ramtron
         Entity.

    1.9  "Ramtron Know-How" means, except where precluded by a prior agreement
         with a third party, all trade secrets and other information owned or
         licensable by any Ramtron Entity relating to FRAM (i) design, (ii)
         test, (iii) fabrication, (iv) circuit layout, (v) packaging, (vi)
         assembly, (vii) operation, (viii) devices, (ix) structure, (x)
         processing equipment, (xi) manufacturing equipment, (xii) test
         equipment or (xiii) processing.

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   1.10  "Ramtron IP" means Ramtron Patents, Ramtron-Participation Patents,
          and Ramtron Know-How.

   1.11  "TI Patents" means only the patents and patent applications listed in
         Appendix E and any continuations, divisionals, reissues,
         reexaminations, continuations-in-part, or any other patent or patent
         application, filed anywhere in the world, which ultimately claims
         priority to any of the patents or patent applications listed in
         Appendix E.  TI Patents also includes Development Patents.

   1.12  "TI Know-How" means, except where precluded by a prior agreement with
         a third party, all trade secrets and other information owned or
         licensable during the term of this Agreement by any TI Entity
         specifically relating only to FRAM (i) fabrication, (ii) packaging,
         (iii) assembly, (iv) operation, (v) devices, (vi) structures, (vii)
         processing equipment, or (viii) manufacturing equipment.  TI Know-How
         includes Development Trade Secrets.

   1.13  "TI IP" means TI Patents and TI Know-How.

   1.14  "Development IP" means any Patents ("Development Patent(s)"),
         conceived and/or reduced to practice by employees and/or contractors
         of any TI Entity and/or Ramtron Entity during the term of this
         Agreement and in furtherance of the Statement of Work (Appendix A).
         Development IP also includes any trade secrets and other information
         ("Development Trade Secrets") created by employees and/or contractors
         of any TI Entity and/or Ramtron Entity during the term of this
         Agreement and in furtherance of the Statement of Work (Appendix A).

   1.15  "Ramtron Products" means only stand-alone FRAM memory, including
         clock circuitry, circuitry consisting of no more than 30,000
         transistors, and circuitry necessary for the reading from, writing
         to, and erasing of bits from the FRAM memory.  Ramtron Products do
         not include FRAM devices formed on a semiconductor substrate common
         with a digital signal processor, a microprocessor, a microcontroller,
         or any other circuitry having more than 30,000 transistors.  However,
         after     **          following the Qualification Date, Ramtron
         Products include FRAM memory, only for use in non-automotive
         applications, formed on a semiconductor substrate common with a
         microcontroller                            **                    ,
         the microcontroller is limited such that it:

         1.15.1  utilizes a wordwidth of no more than 8-bits;

         1.15.2  does not have a saturation arithmetic mode or instruction;

         1.15.3  is not capable of completing the operation of accessing at
                 least two memory operands during a single processor clock
                 cycle;

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         1.15.4  does not have a memory address generation unit that is
                 capable of performing circular addressing that supports more
                 than two buffer sizes or is capable of performing bit-reverse
                 addressing for a data array larger than eight (8), where a
                 data array larger than eight (8) is a list of at least eight
                 (8) values stored in at least eight (8) consecutive memory
                 locations; and

         1.15.5  is not marketed using literature that characterizes it as a
                 digital signal processor or DSP or that is otherwise marketed
                 as such.

   1.16  "TI Product(s)" means (i) semiconductor material (whether in
         unprocessed form or including electrical circuitry as a part thereof)
         for use in discrete semiconductor devices or integrated circuits
         (whether in wafer form, as a hybrid integrated circuit, as a SIMM, or
         in packaged form); (ii) discrete semiconductor devices such as a
         transistor or diode implemented on a single piece of semiconductor
         material, with or without packaging or housing; (iii) integrated
         circuits (including, but not limited to, microcomponent integrated
         circuits, digital logic integrated circuits, analog integrated
         circuits, memory integrated circuits, digital signal processors, and
         any combinations thereof on a single chip or multiple chips within a
         single package) with or without packaging or housing; and (iv) any
         product which includes a combination or aggregation of two or more of
         the foregoing.  TI Product(s) does not include stand-alone Dynamic
         Random Access Memory Devices ("DRAM").

   1.17  "Product(s)" means Ramtron Products with respect to Ramtron and TI
         Products with respect to TI, as the case may be.

   1.18  "Test Equipment and Systems" means any aggregate of instrumentalities
         of a design primarily adapted for use in the examination, analysis,
         measurement, detection, recording or indication of one or more
         characteristics or properties of TI Products.

   1.19  "Qualification" means the successful Product Qualification testing of
         TI's driver product for embedded FRAM technology using the     **
         during the term of this Agreement.  Product Qualification testing
         includes operating life testing, temperature cycling, moisture
         testing, write/erase endurance testing, and other standard tests
         utilized in the semiconductor device manufacturing industry.

   1.20  "Qualification Date" means the date on which Qualification is
         successfully completed.

   1.21  "Planned Qualification Date" means the date on which Qualification
         is planned to be successfully completed.  The Planned Qualification
         date is     **      but is subject to modification solely by TI and
         with notification to Ramtron.

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   1.22  "FRAM" means devices that utilize polarization states on the
         hysteresis curve of ferroelectric material.

2.  SCOPE OF AGREEMENT

The parties wish to work together to create, evaluate and demonstrate low-
voltage, non-volatile FRAM embedded within conventional silicon integrated
circuits, with the goal of developing and demonstrating a manufacturing-
compatible ferroelectric module using TI's technology platform.  Ramtron has
done work on FRAM technology and owns certain ferroelectric patents.  TI has
also done work on FRAM technology and owns certain patents needed to produce
the ferroelectric module to be developed under this agreement.  The
development work to be performed under this Agreement is specifically
described in Appendix A and any future mutually agreed amendments or additions
thereto. Resource plans for achieving the work under this Agreement are set
forth in Appendix B and any future mutually agreed amendments or additions
thereto. Much of the work under this Agreement will be performed at TI's
facilities and Ramtron will provide engineers who will reside in Dallas during
the development project, as described in Appendix B.  Such Ramtron employees
will abide by all TI policies and procedures that are applicable to them,
including all security and safety procedures as TI deems necessary.  After the
first two six-month periods in which TI will pay Ramtron      **
             **                      for each period so as to utilize Ramtron
employees as specified in Appendix B, Ramtron may, at its own expense, retain
no more than five (5) of its employees at TI's facilities in Dallas, except as
otherwise specified in this Agreement.  TI reserves the right to reasonably
deny access to any TI facility by one or more of these Ramtron employees.

Subject to the licenses granted herein and the confidentiality provisions of
Article 10 and to the extent that a Party is not precluded by agreements with
third parties, each party will convey to the other party all technical
information that is relevant to the development effort, as described in
Appendix A.  Ramtron warrants that there are no third party agreements which
would prevent, or impede the purpose of this Agreement.  Additionally, Ramtron
warrants that it has informed TI, in writing, of all third party agreements
which may prevent or impede the transfer of Ramtron Know-How to TI.

Ramtron recognizes the on-going joint development efforts, relating to FRAM,
of TI and           **             .  Ramtron agrees to use reasonable
best efforts to enter into a license/joint development agreement under fair
and reasonable terms with      **     upon      **         request.

3.  PROGRAM MANAGERS

The parties designate the following persons as their respective "Program
Managers" for the purposes of administration of the development work to be
done under this Agreement:

     TI:                                  RAMTRON:
              **                                        **

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Program Managers shall not have the authority to modify or change the
requirements set forth in any Appendix hereto.  Each party may re-designate
its Program Manager upon written notice to the other.

4.  RELEASES

    4.1  Each Ramtron Entity releases, acquits and forever discharges each TI
         Entity from any and all claims or liability for infringement or
         alleged infringement of any Ramtron Patents, with respect to
         performance by such TI Entity, prior to the Effective Date of acts
         which, if performed on or after the Effective Date, would be acts
         licensed hereunder.

    4.2  Each Ramtron Entity waives any and all claims, which it itself may
         have against any TI Entity, based on infringement or alleged
         infringement of any Ramtron-Participation Patent, due to performance,
         by such TI Entity, prior to the Effective Date, of acts which, if
         performed on or after the Effective Date, would be acts licensed
         hereunder, and each Ramtron Entity agrees to release each TI Entity
         from any and all such claims to the extent such Ramtron Entity has
         the legal right.

    4.3  Each TI Entity releases, acquits and forever discharges each Ramtron
         Entity from any and all claims or liability for infringement or
         alleged infringement of any TI Patents, with respect to performance
         by such Ramtron Entity, prior to the Effective Date of acts which, if
         performed on or after the Effective Date, would be acts licensed
         hereunder.

5.  PATENT AND TECHNOLOGY LICENSES

    5.1  Each TI Entity grants and agrees to grant to each Ramtron Entity
         non-exclusive licenses, under any TI Patents, to make Ramtron
         Products.  Each TI Entity further grants and agrees to grant to each
         Ramtron Entity non-exclusive licenses, under any TI Patents, to use,
         lease, sell, offer for sale, import, and otherwise dispose of Ramtron
         Products made only by a Ramtron Entity.  The licenses to make Ramtron
         Products shall include the right, under any TI Patents, for any
         Ramtron Entity to use manufacturing methods and processes, and
         business methods and processes, and shall further include the right,
         under any TI Patents, to use manufacturing equipment, business
         equipment, and Test Equipment And Systems, made by any Ramtron Entity
         or any other party.

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    5.2  Each Ramtron Entity grants and agrees to grant to each TI Entity
         non-exclusive licenses, under any Ramtron Patents, to make TI
         Products.  Each Ramtron Entity further grants and agrees to grant to
         each TI Entity non-exclusive licenses, under any Ramtron Patents, to
         use, lease, sell, offer for sale, import, and otherwise dispose of TI
         Products made only by a TI Entity. The licenses to make TI Products
         shall include the right, under any Ramtron Patents, for any TI Entity
         to use manufacturing methods and processes, and business methods and
         processes, and shall further include the right, under any Ramtron
         Patents, to use manufacturing equipment, business equipment, and Test
         Equipment And Systems, made by any TI Entity or any other party.

    5.3  To the extent that each Ramtron Entity has the legal right (or can
         obtain such right through the exertion of commercially reasonable
         efforts), it hereby agrees to grant to each TI Entity non-exclusive
         licenses, or sublicenses, under any Ramtron-Participation Patents, to
         make TI Products, and to use, lease, sell, offer for sale, import,
         and otherwise dispose of TI Products made only by a TI Entity.  The
         licenses and sublicenses to make TI Products shall include the right,
         under any Ramtron-Participation Patents, for any TI Entity to use
         manufacturing methods and processes, and business methods and
         processes, and shall further include the right, under any
         Ramtron-Participation Patents, to use manufacturing equipment,
         business equipment, and Test Equipment And Systems, made by any TI
         Entity or any other party.

    5.4  The licenses provided in this Article 5 under TI Patents, Ramtron
         Patents, and Ramtron-Participation Patents shall remain in full force
         and effect, except as provided in Article 11 (Termination
         Provisions), for the lives of the respective Patents.

    5.5  Each Party shall ensure that each of its Subsidiaries ("Granting
         Subsidiary"),         **            except as otherwise may be
         provided in this Agreement, grants to the other Party and its
         Subsidiaries, the releases, waivers and licenses which the Granting
         Subsidiary is required to provide herein. If a Party fails to so
         ensure, that Party shall indemnify and hold harmless the other Party
         and its Subsidiaries, and their customers, against any and all costs
         or damages incurred as a result of, or in defending against, any
         claim of patent infringement asserted by the Granting Subsidiary,
         including, but not limited to, damages based on a reasonable royalty
         or lost profits, consequential damages, and attorney's fees and
         expenses.

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    5.6  (a)  With respect to the licenses granted hereunder, each such
              license:

              (i)  does not include the right of a TI Entity or a Ramtron
                   Entity, as the case may be (a "Licensed Party"), to make or
                   have made TI Products or Ramtron Products (respectively),
                   either in finished or semifinished form (by way of example,
                   "semifinished form" includes (1) semiconductor wafers at
                   any stage of their manufacture,  (2) foundry services and
                   (3) assembly services), for, or for sale to, any third
                   party to use, lease, sell, offer for sale, import, or
                   otherwise dispose of such Products under the trademark,
                   trade name, or other commercial indicia of such third
                   party, in any instance where the manufacturing drawings and
                   specifications are originated by or on behalf of such third
                   party.  In the event of any such activity by a Licensed
                   Party, the exclusive remedy for the other Party, for any
                   claim of patent infringement, shall be against such third
                   party.  The foregoing in this Article 5.6(a)(i)
                   notwithstanding, in any instance in which such Products are
                   application-specific or customer-specific integrated
                   circuits (ASICs or CSICs), which are substantially
                   comprised of the Licensed Party's ASIC or CSIC
                   preconfigured cells, whether macro or primitive,
                   characterized to the Licensed Party's process, the licenses
                   granted hereunder to the Licensed Party shall be extended
                   to such Products.

             (ii)  does include the right to have a third party make Products
                   either in finished or semifinished form (by way of example,
                   "semifinished form" includes (1) semiconductor wafers at
                   any stage of their manufacture, (2) foundry services and
                   (3) assembly services), for the sole account of a Licensed
                   Party, but only if (a) said Products are to be sold,
                   offered for sale, used, imported, leased or otherwise
                   disposed of by the Licensed Party under the trademark,
                   trade name, or other commercial indicia of the Licensed
                   Party, (b) the Licensed Party provides its standard patent
                   indemnities and product warranties (that it would provide
                   for the same or similar products manufactured in its own
                   facilities) for any of said Products sold, offered for
                   sale, imported, leased or otherwise disposed of by the
                   Licensed Party, and (c) said Products are made by the third
                   party using manufacturing drawings and specifications
                   (1)  originated or owned by the Licensed Party, (2)
                   originated by any third party specifically and exclusively
                   for the Licensed Party, (3)  licensed to the Licensed
                   Party, or (4) which the Licensed Party has the legal or
                   contractual right to so utilize; provided, however, that

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                   such right shall not extend to standard off-the-shelf
                   products of such third party, nor to products originally
                   designed or sold by such third party and to which only
                   minor revisions are made to conform to specifications of a
                   Licensed Party.

         (b)  Notwithstanding anything in Article 5.6(a)(ii) to the contrary,
              the licenses granted hereunder to TI include the right of TI to
              use, lease, sell, offer for sale, import, and otherwise dispose
              of standard off-the-shelf products of any third party; provided
              that:  (1) such products are used, leased, sold, offered for
              sale, imported, or otherwise disposed of under the trademark,
              trade name, or other commercial indicia of the Licensed Party,
              and (2) the provisions of Article 7 are complied with fully.

         (c)  Except as provided otherwise in Articles 5.6(a)(ii) and 5.6(b),
              the licenses granted hereunder to a Licensed Party:

              (i)  do not include any right for the Licensed Party to act as a
                   sales agent, commission agent, broker or factor of products
                   made by third parties; and

             (ii)  do not include any right for a Licensed Party to act as a
                   distributor or reseller of products made by third parties.

    5.7  To the extent contractually permitted, each Party ("Non-asserting
         Party"), on behalf of itself and its Subsidiaries, agrees not to
         consent, assent, or agree to any suit or assertion by any unrelated
         third party against the other Party, or any of the other Party's
         Subsidiaries, under any patent that is jointly owned by or controlled
         by or commonly assigned to the Non-asserting Party and such third
         party.

    5.8  Unless specifically and unambiguously provided for in this Agreement,
         this Agreement does not grant nor convey any licenses, direct or
         implied, under any patents, copyrights, trademarks, service marks,
         trade names, trade dress, or trade secrets.

    5.9  If required by the law of any country to effectuate the terms of this
         Agreement, each Party shall have the right to sublicense any of its
         Subsidiaries.

   5.10  Specifically excluded from the grants of licenses hereunder is the
         right to grant sublicenses, other than to a Party's Subsidiary as
         provided under Article 5.9.

   5.11  Each Ramtron Entity hereby grants and agrees to grant to each TI
         entity a non-exclusive license to use Ramtron Know-How to make and
         have made TI Products.

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   5.12  Each TI Entity hereby grants and agrees to grant to each Ramtron
         Entity a non-exclusive license to use TI Know-How to make and have
         made Ramtron Products.

   5.13  The licenses provided in this Article 5 under TI Know-How and
         Ramtron Know-How shall remain in full force and effect beyond the
         expiration of this Agreement, except as provided in Article 11
         (Termination Provisions).

   5.14  Specifically excluded from the grants of licenses hereunder is any
         license, direct or implied, under the U.S. Semiconductor Chip
         Protection Act 1984 or other corresponding legislation of any other
         country.

   5.15  Each Party on behalf of itself and its Subsidiaries hereby grants an
         individual immunity from litigation under any Patents owned or
         controlled by such Party or any of its Subsidiaries, to each of the
         other Party, its Subsidiaries, their customers and their vendors, for
         inducement or contributory infringement.

6.  OWNERSHIP

    6.1  Ramtron hereby assigns all right, title and interest in and to any
         Development IP to TI, and all Development IP shall be the exclusive
         property of TI.  Other than as specified herein, the Development IP
         shall be deemed TI proprietary information and shall not be disclosed
         to anyone outside of TI, or used by Ramtron or others without the
         prior written consent of TI.

    6.2  All right, title and interest, including any copyright, in any
         article, paper, treatise, computer program or report prepared by
         Ramtron pursuant to this Agreement, or which discusses the work
         performed hereunder or the results thereof ("Written Data") shall be
         deemed to have been automatically transferred to TI from the date of
         inception thereof.   Upon TI's request, Ramtron shall execute any
         document and render such other assistance as reasonably necessary to
         perfect the full right, title and interest worldwide in the Written
         Data, including formal conveyance of copyright.  Written Data shall
         not be published or submitted for publication by Ramtron without the
         prior written approval of TI.

    6.3  During the period of this Agreement and thereafter at any reasonable
         time when called upon to do so by TI, Ramtron shall execute patent
         applications, patent assignments to TI, and other related papers, and
         agrees to render such other assistance that TI believes necessary to
         secure for TI the full protection and ownership of all rights
         worldwide in and to Development IP developed pursuant to this
         Agreement, including patent rights and copyrights by or for Ramtron
         singly or jointly with TI.  The filing of patent applications on
         Development IP shall be decided by TI and shall be for such countries
         as TI shall elect.  TI shall bear all the expense in connection with
         the preparation, filing and prosecution of applications for patents
         related to Development IP.

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7.  COMPENSATION, OBLIGATIONS, AND PAYMENT TERMS

    7.1  Upon execution of this Agreement, TI shall pay Ramtron     **
                **           in consideration of the licenses to Ramtron
         IP granted hereunder, and                **
                 **     in consideration of the initial six month period of
         this Agreement during which Ramtron engineers will provide services
         in furtherance of the work set forth in Appendix A and supported by
         the resources as set forth in Appendix B.

    7.2  As further consideration for the licenses granted to TI hereunder, TI
         shall elect one of the following options (the "Additional
         Compensation").  TI shall provide notice of its election to Ramtron
         on a date ("Notice Date") twelve (12) months prior to the Planned
         Qualification Date, with the understanding that the Planned
         Qualification Date is subject to change by TI. Therefore, TI will
         provide notice when it expects no further changes to the Planned
         Qualification Date, but Ramtron understands that further changes to
         the Planned Qualification Date may occur.

         7.2.1  At any time prior to or upon providing the notice described in
                Article 7.2 above, or in accordance with the termination
                provisions set forth in Article 11,  TI shall pay to Ramtron
                an additional sum of           **                    ; OR

         7.2.2  On or about the Qualification Date, TI shall provide foundry
                services, in accordance with the terms in Article 9 below, for
                a period of no more than         **          following the
                Qualification Date.  Following such    **    period, TI will
                transfer technology to Ramtron as described in Appendix D; OR

         7.2.3  On or about the Qualification Date, TI shall provide foundry
                services, in accordance with the terms in Article 9 below, for
                a period of no more than     **      and, following such
                      **   period, shall pay to Ramtron an additional sum of
                            **                ; OR

         7.2.4  On or about the Qualification Date, TI shall provide foundry
                services, in accordance with the terms in Article 9 below, for
                a period of no more than    **    and, following such   **
                period, TI shall have transferred technology to a foundry as
                set forth in Appendix C such that the foundry is able to
                provide foundry services for Ramtron.  TI's obligations with
                respect to this foundry transfer are subject to the terms set
                forth in Article 9; OR

         7.2.5  By the Qualification Date, TI shall transfer technology to a
                foundry as set forth in Appendix C such that the foundry is
                able to provide foundry services for Ramtron,  TI's
                obligations with respect to this foundry transfer are subject
                to the terms set forth in Article 9; OR

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         7.2.6  At any time following the Notice Date, where TI has provided
                notice that it has elected one of the options described in
                Articles 7.2.2, 7.2.3, 7.2.4 or 7.2.5, TI may pay to Ramtron
                the        **        payment described in Article 7.2.1 and
                an additional sum of            **                  .

                        **                                              .

    7.3  TI shall have no obligation to provide any of the Additional
         Compensation described in Article 7.2 above and to deny access to any
         TI facility to any Ramtron employee if:

         7.3.1  Qualification is not achieved by      **            ; OR

         7.3.2  Ramtron terminates this Agreement for its convenience, as set
                forth in Article 11; OR

         7.3.3  Ramtron undergoes a change of control or is acquired by
                another company or other entity (acquisition by another
                company or entity of forty percent (40%) or more of the
                outstanding shares of stock or ownership interest then
                entitled to vote for the election of directors or managers is
                deemed to be a change of ownership/control under this
                Article); OR

         7.3.4  TI terminates this Agreement for Ramtron's breach, as set
                forth in Article 11; OR

         7.3.5  TI terminates this Agreement for its convenience, as set forth
                in Article 11, and chooses to forfeit its licenses to Ramtron
                IP; OR

         7.3.6  Ramtron elects to accept the technology as is and seek third
                party foundry services on its own, as set forth in Article 8.

         Except in the case of Article 7.3.5, TI's licenses to Ramtron IP
         shall continue in full force and effect, as specified in Article 5.

    7.4  In furtherance of the Statement of Work set forth in Appendix A and
         the resources set forth in Appendix B during the second six month
         period of this Agreement, TI shall pay Ramtron at the beginning of
         such six month period,                         **
                   **   .  Prior to the expiration of the second six month
         period, TI will evaluate development activity and the level of effort
         needed to complete the work referenced in Appendix A and may request
         that Ramtron have employees resident at TI for an additional period
         of time.  In such event, the parties will negotiate the appropriate
         terms for such assistance, including additional payment amounts to
         Ramtron, if any.

                                    Page-12
<PAGE>
    7.5  In consideration of the licenses provided herein, Ramtron shall
         perform the tasks specified in Appendix A and B within the periods
         specified in Appendix A and B.

    7.6  Payment terms for all payment obligations of TI under this Agreement
         shall be net thirty (30) days from the date of invoice by Ramtron,
         such invoice to issue on the date the payment obligation is due as
         specified in this Agreement.  Payment may be via check or wire
         transfer.

    7.7                **                                .

    7.8  All taxes imposed as a result of the existence of this Agreement or
         the performance hereunder shall be paid by the party required to do
         so by applicable law; provided, however, that if so required by
         applicable law, TI (i) shall withhold the amount of any federal taxes
         levied by the United States government on the payment to be made by
         TI to Ramtron pursuant to this agreement; (ii) shall promptly effect
         payment thereof to the appropriate tax authorities of the United
         States government; and (iii) shall transmit to Ramtron official tax
         receipts or other evidence issued by said appropriate tax authorities
         sufficient to enable Ramtron to support a claim for the United States
         income tax credit in respect of any such taxes so withheld and paid.

8.  TERM

Unless earlier terminated as set forth below, this Agreement shall be
effective as of the Effective Date stated above and shall continue in effect
until Qualification is achieved and all ensuing obligations of the parties
have been completed.  However, this Agreement shall not continue after
December 31, 2007.  If Qualification is not achieved by         **         ,
then this Agreement shall terminate in any event.

On or after      **       , if Qualification has not been achieved, Ramtron
may elect to accept the technology as it exists at the time and the licenses
provided hereunder become fully perfected.  In such event, TI will transfer
technology to Ramtron or a foundry as set forth in Appendix D, TI shall have
no obligation to provide Additional Compensation to Ramtron and TI may deny
access to any TI facility to any Ramtron employee.

9.  FOUNDRY SERVICES

If TI elects the options set forth in Article 7.2.2, 7.2.3, or 7.2.4 above,
then the following conditions shall apply.

                                    Page-13
<PAGE>
    9.1  Where TI provides foundry services for Ramtron, TI will sell the
         wafers to Ramtron                     **
            **     .  TI is not obligated to provide tested wafers, but if it
         does produce tested wafers, Ramtron will pay a test cost.  Production
         will be limited to a maximum of   **    wafers per month (8 inch
         equivalent) in the first six months,   **   wafers per month in the
         second six months and    **  wafers per month in the second year (if
         TI elects the option set forth in Article 7.2.2).  TI will start
         Ramtron Product wafers upon completion of Qualification on TI's   **
         technology.  TI will be running Ramtron's masks and TI's only
         responsibility is to start wafers for Ramtron.  TI does not guarantee
         yields and resolution of yield problems will be Ramtron's
         responsibility.

    9.2  Where TI helps to obtain third party foundry services for Ramtron,
         then the foundry to be used will be determined by TI.  TI will assist
         Ramtron in negotiating favorable terms with the selected foundry, TI
         will assist in transferring to the selected foundry the jointly
         developed process, and, except as specifically provided herein, TI
         will transfer technology to the selected foundry as described in
         Appendix C. TI's obligations shall end on the completion of the
         transfer of technology to the selected foundry as specified in
         Appendix C or Appendix D, as applicable.  Once the technology is
         transferred, TI has no liability for the failure of the selected
         foundry to produce wafers for Ramtron or for any quality problems
         with such wafers.

Where TI is providing foundry services to Ramtron, TI shall not be in breach
of this Agreement if, during the applicable period in which TI is available to
provide foundry services, Ramtron does not request wafers from TI.

10.  CONFIDENTIAL INFORMATION

     10.1  A party receiving Confidential Information under this Agreement
           shall use the same degree of care as it uses to protect its own
           confidential information of like importance to limit disclosure of
           the other party's Confidential Information to its employees with a
           need to know the information for the purposes of this Agreement, to
           avoid disclosure of the Confidential Information to any third party
           and to limit use of the other party's Confidential Information to
           the purposes of this Agreement.

     10.2  The Agreement imposes no obligations upon a party receiving
           Confidential Information which:

                                    Page-14
<PAGE>
           10.2.1  Was known to the receiving party without a duty of
                   confidentiality prior to its receipt from the disclosing
                   party;

           10.2.2  Is or becomes a matter of public knowledge through no fault
                   of the receiving party;

           10.2.3  Is rightfully received by the receiving party from a third
                   party without duty of confidentiality;

           10.2.4  Was previously independently developed by the receiving
                   party.

     10.3  Ramtron employees who are located on TI's premises during the term
           of this Agreement will be exposed to information that is
           confidential to TI and which relates to topics other than FRAM
           development.  Such information may or may not be marked and
           designated as described in this Agreement.  Such employees will be
           required to sign an individual nondisclosure agreement relating to
           such general TI confidential information which will require that
           they not disclose the information to other Ramtron employees.
           Ramtron agrees that it shall not cause its employees to violate the
           terms of such individual nondisclosure agreements and that it shall
           not accept TI confidential information which does not relate to
           this Agreement.  If Ramtron receives TI confidential information
           which does not relate to this Agreement, it shall immediately
           notify TI of such receipt and return such information to TI and
           provide certification that all such information has been returned
           or destroyed.

     10.4  The obligations of this Article 10 shall survive the expiration or
           termination of this Agreement, except that the obligations in
           Article 10.1 shall survive for a period of five years from the
           receipt of the Confidential Information.

     10.5  Confidential Information received from Ramtron may be disseminated
           within TI without breaching this Agreement or the confidentiality
           provisions of this Article 10, provided, however, that such
           information is still held confidential by TI.

11.  SUSPENSION AND TERMINATION OF THE AGREEMENT

     11.1  Termination for Cause.  Either party shall have the right to
           terminate this Agreement by written notice if:

           11.1.1  The other party is in breach of a material obligation of
                   this Agreement and such breach has not been cured within
                   sixty (60) days of receipt of written notice of such breach
                   from the nonbreaching party;

                                    Page-15
<PAGE>
           11.1.2  The other party becomes involved in any voluntary or
                   involuntary bankruptcy proceeding or other insolvency
                   petition or proceeding for the benefit of its creditors and
                   such petition or proceeding is not dismissed within sixty
                   (60) days after it was filed; or

           11.1.3  The other party ceases to be actively engaged in business
                   for a period of thirty (30) days.

     11.2  Termination for Convenience.  Either party may terminate this
           Agreement for its convenience upon forty-five (45) days' written
           notice to the other party.

     11.3  Effects of Termination.

           11.3.1  If Ramtron terminates this Agreement for its convenience,
                   or if TI terminates for cause, TI will receive the licenses
                   set forth above to Ramtron IP without obligation to provide
                   Additional Compensation and Ramtron will not receive any
                   licenses to TI IP.

           11.3.2  If TI terminates this Agreement for its convenience or
                   Ramtron terminates for cause, then Ramtron will receive the
                   licenses set forth above to TI IP and TI may, at its
                   option, retain its licenses in Ramtron IP by promptly
                   paying the amount set forth in Article 7.2.1 or 7.2.6, as
                   applicable, and any amounts remaining due under Article
                   7.4.  If TI does not pay such amounts within thirty (30)
                   days of notification of termination, then the licenses
                   granted to TI hereunder shall terminate.

     11.4  Those provisions which, by their nature, would survive beyond
           termination or expiration of this Agreement shall survive.

     11.5  Suspension of the Agreement:  Either party ("Suspending Party") may
           suspend the Agreement for no more than two years from the
           Suspension Date if the Suspending Party gives the other Party
           written notice at least thirty days (30 days) before the Agreement
           is to be suspended ("Suspension Date").

           11.5.1  All licenses shall remain in full force and effect during
                   the period in which the Agreement is suspended ("Suspension
                   Period");

                                    Page-16
<PAGE>
           11.5.2  If the Suspending Party has not reinitiated the program, by
                   providing notice to the other Party of such intention to
                   reinitiate work under the Agreement and starting such work
                   pursuant the Statement of Work with the staffing levels
                   specified in Appendix B, prior to the expiration of the two
                   year period, the Suspending Party shall be deemed to have
                   terminated the Agreement for convenience with the effects
                   of such termination being defined by Article 11.3.1 (if
                   Ramtron is the Suspending Party) and 11.3.2 (if TI is the
                   Suspending Party); and

           11.5.3  If the Suspending Party reinitiates the program pursuant
                   Article 11.5.2, the Suspending Party shall retain its
                   license to the other Party's IP if:

                   11.5.3.1  in the case where TI is the Suspending Party, TI
                             fulfills Articles 7.1, 7.2 and 7.4 or TI pays
                             Ramtron           **                   before
                             the expiration of the two year period in addition
                             to any money owed to Ramtron under Articles 7.1
                             and 7.4;

                   11.5.3.2  in the case where Ramtron is the Suspending
                             Party, Ramtron fulfills Article 7.5.

           11.5.4  If TI is the Suspending party, Ramtron may elect, at any
                   time during the Suspension Period, to accept the technology
                   as it exists at the time, in which case, TI will transfer
                   technology to Ramtron or a foundry as set forth in Appendix
                   D.  In this event, TI shall retain its license to Ramtron
                   IP by paying               **                 to Ramtron,
                   in addition to any money owed to Ramtron under Articles 7.2
                   and 7.4, before the expiration of the two year period from
                   the Suspension Date.

           11.5.5  If either Party suspends the Agreement as set forth in this
                   Article 11.5, all dates specified in the Agreement that
                   have not passed prior to the Suspension Date will be
                   extended for the duration of the Suspension Period unless
                   the Parties mutually agree not to extend such dates.

12.  WARRANTIES AND REPRESENTATIONS

     12.1  Each party represents to the other that, to the best of its
           knowledge, it has the full right and authority to enter into this
           Agreement and to grant the licenses granted hereunder, and that the
           execution, delivery and performance of this Agreement will not
           conflict with or result in the breach of any other agreement to
           which it is a party.

                                    Page-17
<PAGE>
     12.2  Each party represents that it has or will have, prior to
           commencement of work under this Agreement, valid and sufficient
           arrangements and agreements with its employees such that ownership
           of any inventions or work related to this Agreement vests in the
           employing company.

     12.3  EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THE PARTIES MAKE NO OTHER
           WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AND SPECIFICALLY DISCLAIM
           ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
           PURPOSE.

13.  LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, REGARDLESS OF THE CAUSE OF ACTION
AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.  GENERAL

     14.1  Independent Contractors.  The relationship of the parties hereto is
           that of independent contractors, and neither party is an employee,
           agent, partner or joint venture of the other.  An employee of one
           party shall not be considered, for any purpose, an employee of the
           other party.  To the extent this Agreement involves work by one
           party on the premises of the other party, each party shall instruct
           and require its respective visiting employees to observe and obey
           all rules, policies and procedures in effect at the facilities of
           the other party.

     14.2  Governing Law.  This Agreement shall be governed by and construed
           under the laws of the State of Texas without regard to conflict of
           laws provisions.

     14.3  Publicity.  Initial publicity regarding the subject matter of this
           Agreement shall be jointly agreed, planned and coordinated by the
           parties.  Neither party shall publicize or disclose the terms of
           this Agreement without the prior written consent of the other
           party, except as necessary to establish its rights under this
           Agreement or as may be required by law.

     14.4  Notices.  Any notice required or permitted by this Agreement will
           be in writing and will be sent by prepaid, registered or certified
           mail, return receipt requested, or by facsimile with confirmation
           of receipt, addressed to the other party at the address shown
           below.

                                    Page-18
<PAGE>
           For TI:                        For Ramtron:
           7839 Churchill Way             Greg B. Jones, President
           Post Office Box 655474         1850 Ramtron Dr.
           Mail Station 3999              Colorado Springs, Colorado  80921
           Dallas, TX  75265
           Attn:  General Patent Counsel  Copy to:
           FAX:  (972) 917-4406           Benitez Profession Corporation
                                          Attorneys
                                          1776 Lincoln St., Suite 1300
                                          Denver, Colorado  80203

     14.5  Export Control.  Each party understands and acknowledges that it is
           subject to regulation by agencies of the U.S. government, including
           the U.S. Department of Commerce, which prohibit export or diversion
           of certain technology to certain countries.  Any and all obligation
           of each party to provide technology and technical assistance shall
           be subject in all respects to such U.S. laws and regulations as
           shall govern the license and delivery or technology abroad by
           persons subject to the jurisdiction of the United States, including
           the Export Administration Act of 1979, as amended, any successor
           legislation, and the Export Administration Regulations issued by
           the Commerce Department Bureau of Export Administration.  Each
           party warrants that it will comply with the Export Administration
           Regulations or other United States laws and regulations in effect
           from time to time.

     14.6  Force Majeure.  Nonperformance by either party will be excused to
           the extent that performance is rendered impossible by strike, fire,
           flood, earthquake, governmental acts or orders or restrictions,
           injunction, or any other reason where failure to perform is beyond
           the reasonable control and not caused by the negligence of the
           non-performing party.

     14.7  Non-Assignment.  Except as specifically set forth herein, neither
           party may transfer or assign its rights or obligations under this
           Agreement without the prior written consent of the other party.
           Subject to the foregoing, this Agreement will be binding upon and
           inure to the benefit of the parties hereto, their permitted
           successors and assigns.  Any proposed assignment not permitted
           hereunder shall be void.

     14.8  No Waiver.  The failure of either party to enforce at any time any
           of the provisions of this Agreement, or the failure to require at
           any time performance by the other party of any of the provisions of
           this Agreement, will in no way be construed to be a waiver of such
           provisions, nor in any way affect the ability of either party to
           enforce such provisions thereafter.

                                    Page-19
<PAGE>
     14.9  Entire Agreement.  This Agreement sets forth the entire agreement
           and understanding of the parties relating to the subject matter
           hereof and merges all prior discussion between them.  No
           modification or amendment to this Agreement, nor any waiver of any
           rights under this Agreement, will be effective unless set forth in
           writing signed by authorized representatives of both parties.

    14.10  Construction.  Whenever the singular number is used in this
           Agreement and when required by the context, the same shall include
           the plural and vice versa, and the masculine gender shall include
           the feminine and neuter genders and vice versa.

    14.11  Headings.  The headings in this Agreement are inserted for
           convenience only and are in no way intended to describe, interpret,
           define, or limit the scope, extent or intent of this Agreement or
           any provision hereof.

    14.12  Rights and Remedies Cumulative.  The rights and remedies provided
           by this Agreement are cumulative and the use of any one right or
           remedy by any party shall not preclude or waive the right to use
           any or all other remedies.  Said rights and remedies are given in
           addition to any other rights the parties may have by law, statute,
           ordinance or otherwise.

    14.13  Severability.  If any provision of this Agreement or the
           application thereof to any person or circumstance shall be invalid,
           illegal or unenforceable to any extent, the remainder of this
           Agreement and the application thereof shall not be affected and
           shall be enforceable to the fullest extent permitted by law.

    14.14  Counterparts.  This Agreement may be executed in counterparts, each
           of which shall be deemed an original but all of which shall
           constitute one and the same instrument.

    14.15  Facsimile Transmissions.  Transmittal via facsimile of a copy of
           this Agreement, or any corollary agreements, notices, addenda
           and/or amendments pertaining to this Agreement, which have been
           signed by either or both parties, shall be deemed admissible and
           conclusive evidence of a party's intention to be bound to, and that
           party's approval of, the terms and conditions of such signed
           agreement.  Subsequent to delivery via facsimile transmission, each
           party agrees to deliver to the other party an originally signed
           counterpart of any such instrument, which had been initially
           delivered via facsimile transmission.

                                    Page-20
<PAGE>
Duly authorized representatives of the parties have executed this Agreement as
of the date first set forth above.

TEXAS INSTRUMENTS INCORPORATED           RAMTRON

By: /S/ Richard K. Templeton             By:  /S/ Greg Jones
   ---------------------------           --------------------------

Name:  Richard K. Templeton              Name:  Greg Jones

Title:  Executive Vice President         Title:  President, Technology Group
        Chief Operating Officer

Date: August 15, 2001                    Date: August 11, 2001


LIST OF APPENDICES:

APPENDIX A -- Statement of Work
APPENDIX B -- Resource Plan
APPENDIX C -- Foundry Transfer List for Relief of Additional Compensation
APPENDIX D -- Foundry Transfer List
APPENDIX E -- TI Patents

                                    Page-21
<PAGE>
                                  APPENDIX A

                               Statement of Work
                    TI-RAMTRON JOINT DEVELOPMENT PROGRAM
                         FOR EMBEDDED FRAM TECHNOLOGY

                             TI Contact:     **


                        Ramtron Contact:     **


                              Table of Contents

           Section       Description                        Page #
           -------       -----------------------------      ------
            1.0          Program Goals                        2
            2.0          Program Technical Overview           2
            3.0          Program Timing and Milestones        6
            4.0          Program Deliverables                 8


                            Executive Summary

Low-voltage, non-volatile ferroelectric random-access memory (FRAM) embedded
within conventional silicon integrated circuits has the potential to be a
high-performance, low-cost alternative to conventional memory technology.  To
create, evaluate and demonstrate FRAM technology in an efficient manner and to
take full advantage of the synergy associated with combining complementary
development teams, Texas Instruments and Ramtron International Corporation
will join forces in a joint-development program.  The program goal is to
develop and demonstrate a manufacturing-compatible ferroelectric module
              **                .

1.0  Program Goals and Key Milestones

The goal of the TI/Ramtron joint development program is the production
qualification of an FRAM module embedded within TI's advanced logic process.
A PZT-based capacitor will be used for the storage elements.  The performance
and structural goals include:

-    **
-    **
-    **
-    **
-    **
-    **
-    **
-    **

                                    Page-22
<PAGE>
2.0  Technical Overview and Background

TI and Ramtron shall work together to develop a manufacturing-worthy
ferroelectric module within an advanced logic process with a minimum of added
masks.  This joint effort leverages TI's experience with low-voltage,
small-area ferroelectric capacitor fabrication and Ramtron's expertise in FRAM
manufacturing, design, and materials technology.

     2.1  Company Backgrounds

          2.1.a.  Texas Instruments

                  In January 1999, Texas Instruments and       **
                     **      joined forces in a cooperative development
                  effort to demonstrate the feasibility of scaled
                  ferroelectric memory technology      **    .  This joint
                  program resulted in the fabrication of submicron
                  ferroelectric capacitor arrays within the      **
                       **   .  In May 1999,            **
                                         **                .  TI     **
                     **    continued development      **        of scaled
                  FRAM technology and produced both short flow and full flow
                  test masks.  To accelerate the development of a core FRAM
                  tool set, TI     **      also entered into a joint-
                  development agreement with             **
                                  **.

                  As part of the joint development program with      **
                      **   , TI's Kilby cleanroom facility is currently
                  running                        **
                                     **             .  TI            **
                        **    are in the process of installing the core FRAM
                  module equipment set                     **
                                **  within the Kilby Fab.  TI has set in place
                  numerous safeguards               **
                                                **                       in
                  a state-of-the-art CMOS fabrication line.          **
                           **    shall perform both parametric and functional
                  test on these wafers as part of this existing program that
                  extends through   **       .

          2.1.b.  Ramtron International Corporation

                  Ramtron International Corp. has been engaged in
                  ferroelectric memory technology since its inception in 1984
                  through in-house R&D programs and with development partners.
                  Commercialization of the technology through productization
                  has always been the intent of the company.  Commercial
                  product offerings began in 1992 with a 4K FRAM and have
                  evolved to the present day 256K along with embedded and
                  logic families of IC's.  Ramtron's manufacturing model has
                  evolved from in-house fabrication to a fabless business
                  model with turnkey offshore activities extending from order
                  entry through customer drop-ship.

                                    Page-23
<PAGE>
                  Ramtron has utilized a cooperative approach to
                  commercialization based on the requirement for industry
                  standard manufacturing and reliability models.  The various
                  joint development programs have included product design,
                  fabrication equipment availability, raw materials
                  availability, manufacturing, measurement standards and
                  technology roadmaps, among others.  The numerous joint
                  development partners include Rohm, Seiko, Epson, Hitachi,
                  Asahi, Kasei, Toshiba, Fujitsu, Samsung, Infineon, Applied
                  Materials, ATMI, Ulvac, Tegal, Mitsubishi Materials, MRC,
                  Johnson Matthey, Hyundai, Matsushita, Motorola, NIST and
                  Raytheon.  The program outlined in this document is one that
                  will leverage the accumulated data base and knowledge
                  derived from the mentioned programs to the extent to which
                  such items can be introduced without restriction.

     2.2  Ferroelectric Capacitor Module

          A schematic cross-section for FRAM technology embedded with CMOS is
          displayed in Figure 1.  The JDP goal is the production qualification
          of a ferroelectric capacitor module embedded within TI's logic
          process.  To meet this goal, numerous process and integration
          advancements, unknown in detail at this time, will be required.  In
          this section, we will describe, for illustration purposes, one
          possible process flow for this demonstration.  This process flow has
          been developed by Texas Instruments prior to discussion with Ramtron
          International Corporation.

          **                  .


                                  **




                      Figure 1: Schematic cross-section of embedded
                               ferroelectric RAM.

          **                  .

          **                  .

          **                  .

                                    Page-24
<PAGE>


                                  **


                    Table 1:           **

          **                  .


3.0  Program Timing, Tasks, and Milestones

The estimated program learning cycle timing for production         **
              **           is shown in Figure 2.  By the end of the first
learning cycle,                       **                           .
In the second learning cycle,                   **
                          **                              .  The goal of
the third learning cycle is                     **
                  **        .              **    in the fourth learning
cycle and                      **                                in the
fifth learning cycle.  The sixth learning cycle is used            **
             **       .

**                  .

**                  .


                                 **


             Figure 2.  Estimate program learning cycles for embedded
           FRAM production               **                  .

Based upon the Gantt chart displayed in Figure 2, the following major program
milestones are tabulated in Table 2.     **     will be determined as part
of the existing            **            . The                **
   **   will be used to evaluate and down select design options.     **
     **    will be understood     **     and this learning transferred to
the other notes.

Date                     Milestone                    Comment
-----------              ----------------------       -----------------

  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **

                                    Page-25
<PAGE>
             Table 2.  Key Technical Milestones for qualification of
                           embedded FRAM technology.

In addition to the major program milestones shown in Table 2, we have also
identified milestones for the initial 12 months of the TI/Ramtron joint
development program.  For the first six month interval, Ramtron engineers
assigned to the TI/Ramtron Joint-Development Program will complete the tasks
shown in Table 3.

Area-TI                  Area-Ramtron               Description
------------------       --------------------       -------------------

  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **

                Table 3.  Proposed task list for the firs
                      6 months of TI/Ramtron program.

The proposed milestones for the initial 12 month period are displayed in
Table 4.  The specific milestone dates will be adjusted for the actual program
start date.  Milestones for the second sixth month period will be updated and
modified at the end of the first 6 month period.

                                    Page-26
<PAGE>
Date                     Milestone                    Comment
-----------              ----------------------       -----------------

  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **
  **                       **                           **

                Table 4.  Key Technical Milestones for the first
                  two 6 month intervals of TI-Ramtron FRAM JDP

In parallel with the TI -Ramtron effort, TI       **        will also
be completing                    **          ,  which includes    **
                     **                              .            **
          **         , TI will share this data with Ramtron to accelerate
development learning.  The major remaining milestones for the   **
program are shown in Table 4.

Date                     Milestone                    Comment
-----------              ----------------------       -----------------

  **                       **                           **
  **                       **                           **
  **                       **                           **

                   Table 5.  Remaining high-level milestones
                           for     **

4.0  Program Deliverables:

Within this program, TI and Ramtron will design, fabricate, and test   **
    **             .  All program deliverables will remain the property
of Texas Instruments.  The program deliverables include:

-   **
-   **
-   **
-   **
-   **
-   **
-   **
-   Information will be shared in requested electronic format, if practical

                                    Page-27
<PAGE>
                                  APPENDIX B

                                RESOURCE PLANS

Program Organization:

Ramtron staff will be assigned to Texas Instruments and based in Dallas, TX.
Some Ramtron staff may remain in Colorado Springs if the program depending
upon how the program is best served.  The TI and Ramtron teams shall decide
development issues in an open, cooperative manner.

Program Support:

By evaluating the process flow and tools needs, we have estimated the support
levels needed from Ramtron to qualify an embedded FRAM memory module.

Ramtron will provide the following program support including, but not limited
to:

-      **   engineers assigned full time to the TI/Ramtron program, for such
   term as TI shall specify, but for no less than two six-month periods.
   Following the expiration of the second six-month term, TI may, at its
   option, request continued assignment of Ramtron engineers for additional
   terms of six months each

-  Documentation (electronic or hardcopy) from previous FRAM development
   programs

-  Access to equipment in Colorado Springs

-  Access to existing databases

-           **

TI will provide Ramtron-assignees the following:

-  Office areas as needed
-  Telecommunications - phone and data

Program Personnel:

Ramtron engineers assigned to TI-Dallas will be in residence in Dallas for
3 out of every 4 weeks and will start their assignment once the agreement has
been finalized or upon mutual agreement of both parties.  The Ramtron Engineer
in Colorado will support the program on a part-time basis with occasional
trips to TI-Dallas.  All information and work by the Ramtron Engineers working
on the TI-Ramtron is subject to the terms of the Agreement The number of
Ramtron assignees and their focus areas may change depending upon program
needs and by mutual agreement of the program managers.

                                    Page-28
<PAGE>
Description           TI Lead        Ramtron         Ramtron       Comment
                                     Engineers in    Engineer in
                                     Dallas          Colorado
-------------------   ------------   -------------   ------------  -------

Program Mgr              **              **             **            **
Design                   **              **             **            **
Process/Integration      **              **             **            **
Product Engineering      **              **             **            **
Reliability              **              **             **            **
Packaging                **              **             **            **

                                    Page-29
<PAGE>
                                  APPENDIX C
                FOUNDRY TRANSFER FOR RELIEF OF ADDITIONAL PAYMENT

1.  Equipment List
2.  Process recipes for FRAM Module
3.  Process flow
4.             **           of engineering support
5.             **           of additional engineering support and
    interaction until process qualifies at the selected foundry.

                                    Page-30
<PAGE>
                                  APPENDIX D
                             FOUNDRY TRANSFER LIST B

            (For circumstances in which transfer to foundry
                is optional as provided in the Agreement.)


1.  Equipment List
2.  Process recipes for FRAM Module
3.  Process flow
4.      **     of engineering support


                                    Page-31
<PAGE>
                                  APPENDIX E

                                  TI PATENTS


Issued Patents (given as U.S. Patents Numbers)

5,508,953   5,811,851   5,781,404   5,656,852   5,612,574   6,150,183
5,840,615   5,554,866   5,471,364   5,489,548   5,520,992   6,171,970B1
5,851,896   5,554,564   5,622,893   5,626,906   5,776,788   6,090,697
5,679,980   5,665,628   5,729,054   5,972,722   6,211,034   6,238,932
5,504,041   5,585,300   5,696,018   5,589,284   6,153,490   6,211,035B1

Pending Patent Applications

           Identification Number     Serial No./Application No.
           ---------------------     --------------------------

                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **
                  **                       **

                                    Page-32
<PAGE>
Patent Disclosures not filed with USPTO

Identification No.       Title                         Investor(s)
------------------       ----------------------        ----------------

    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
    **                    **                            **
                          **                            **
                          **                            **
                          **                            **
                          **                            **
                          **                            **
                          **                            **
                          **                            **
                          **                            **

                                    Page-33
<PAGE>

</TEXT>
</DOCUMENT>
