RAMTRON INTERNATIONAL CORP
REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>f8k112206ex10-41.txt
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
Exhibit 10.41

                        REGISTRATION RIGHTS AGREEMENT
                              by and between

                 THE PURCHASERS LISTED IN SCHEDULE A HERETO

                                    and

                     RAMTRON INTERNATIONAL CORPORATION


                       Dated as of November 20, 2006

Section 1.  Definitions.

As used in this Agreement, the following terms shall have the following
meanings:

"Affiliate" shall mean, with respect to any Person, any other Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with such Person.  For purposes of
this definition, control of a person means the power, direct or indirect, to
direct or cause the direction of the management and policies of such person
whether by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

"Blackout Periods" shall have the meaning set forth in Section 2.3.

"Commission" shall mean the United States Securities and Exchange Commission
or any other United States federal agency at the time administering the
Securities Act, or the Exchange Act.

"Company" shall mean Ramtron International Corporation.

"Effectiveness Period" shall have the meaning set forth in Section 2.1(a).

"Exchange Act" shall mean the United States Securities Exchange Act of 1934,
as amended, or any United States federal statute then in effect that has
replaced such statute, and a reference to a particular section thereof shall
be deemed to include a reference to the comparable section, if any, of any
such replacement United States federal statute.

"Holder" shall mean each and all of the Holders listed on Schedule A and
shall also include any assignee or transferee of a Registrable Security that
directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with a Holder and that agrees in
writing at the time of such assignment or transfer to be bound by the
restrictions set forth herein.

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"Indemnified Party" shall have the meaning set forth in Section 6.

"Indemnifying Party" shall have the meaning set forth in Section 6.

"Other Securities" shall have the meaning set forth in the definition of
Registrable Securities.

"Person" shall mean an individual, trustee, corporation, partnership, joint
stock company, trust, unincorporated association, union, business association,
firm or a government or agency or political subdivision thereof or other
entity.

"Preliminary Prospectus" shall mean any preliminary prospectus that maybe
included in any Registration Statement.

"Prospectus" shall mean the prospectus included in any Registration Statement
(including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective
Registration Statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement, and by all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

"Public Offering" shall mean the offer of shares of the Company's common
stock on a broadly distributed basis, not limited to sophisticated investors,
pursuant to a firm-commitment or best-efforts underwriting arrangement.

"Registrable Securities" shall mean the 4,430,005 shares of Ramtron's common
stock owned by the Holders together with the 262,663 shares of Ramtron's
common stock issuable upon exercise of the Ramtron stock purchase warrants
owned by the Holders against the payment of the purchase price therefor
(herein together referred to as the "Shares").  As to any particular
Registrable Securities, such Shares shall cease to be Registrable Securities
(a) when a Registration Statement with respect to the sale of such Shares
shall have become effective under the Securities Act and such Shares shall
have been disposed of in accordance with such Registration Statement, (b)
when such Shares shall have been sold under Rule 144 (or any successor
provision) under the Securities Act or when such Shares are transferred by a
Holder in a transaction in which such Holder's rights under Section 2 of this
Agreement are not assigned to the transferee, or (c) when such Shares shall
have ceased to be outstanding.  If as a result of any reclassification, stock
split, stock dividend, bonus issue, business combination, exchange offer or
other transaction or event, any capital stock, evidences of indebtedness,
warrants, options, rights or other securities (collectively "Other
Securities") are issued or transferred to a Holder in respect of Registrable
Securities held by such Holder, references herein to Registrable Securities
shall be deemed to include such Other Securities.

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"Registration Statement" shall mean any registration statement of the Company
under the Securities Act that covers any of the Registrable Securities,
including the prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all
material incorporated by reference or deemed to be incorporated by reference
in such registration statements.

"Regulations" shall mean the General Rules and Regulation of the Commission
under the Securities Act.

"Rule 144" shall mean Rule 144 of the Regulations, as such Rule may be
amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders of such securities being free of the registration and
prospectus delivery requirements of the Securities Act.

"Securities Act" shall mean the United States Securities Act of 1933, as
amended, or any United States federal statute then in effect which has
replaced such statute, and a reference to a particular section thereof shall
be deemed to include a reference to the comparable section, if any, of any
such replacement statute.

"Seller" shall have the meaning set forth in Section 2.1(a).

"Shares" shall have the meaning set forth in the definition of "Registrable
Securities."

"underwritten registration or underwritten offering" shall mean a
registration in which securities of the Company are sold to an underwriter
for reoffering to the public.

Section 2.

2.1  Registration Rights.

(a)  Subject to Section 2.1(b) of this Agreement, immediately following
     execution of this Agreement, the Company shall use best efforts to
     prepare and file with the Commission as promptly as practicable, and in
     any event within 30 days of the date hereof, a Registration Statement
     covering  the Registrable Securities to the extent necessary to permit
     the sale or other disposition by such holders (each, a "Seller" and,
     collectively, the "Sellers") of all such Registrable Securities and the
     Company shall use its best efforts to cause the Registration Statement
     to become effective within 150 days following the date hereof.  In
     addition, as promptly as practicable, the Company shall prepare and file
     with the Commission such amendments and supplements to such Registration
     Statement and the prospectus used in connection therewith as may be
     necessary to keep such Registration Statement current and effective
     during the Effectiveness Period (as defined below) and to comply with
     the provisions of the Securities Act and the Regulations with respect to
     the sale or disposition of such Registrable Securities, but in no event
     shall the Company be required to do so for a period of more than three
     hundred sixty-five (365) days following the effective date of the
     Registration Statement (the "Effectiveness Period").

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(b)  All registration rights granted under this Section 2.1 shall terminate
     and be of no further force and effect on the earlier of (i) the date on
     which the Holders no longer hold Registrable Securities, and (ii) the
     date on which Registrable Securities held by the Holders may be sold
     under Rule 144.

2.2  Requirements with Respect to Registration.  As further provided in
     Section 2.3, the Company shall:

(a)  Promptly notify each Seller of any Registrable Securities covered by
     such Registration Statement (A) when the Registration Statement or any
     related prospectus or any amendment or supplement has been filed, and,
     with respect to the Registration Statement or any post-effective
     amendment, when the same has become effective, (B) of any request by the
     Commission for amendments or supplements to the Registration Statement
     or the related prospectus or for additional information, (C) of any
     order issued or threatened by the Commission suspending the
     effectiveness of such Registration Statement, or preventing or
     suspending the use of a prospectus or (D) of the receipt by the Company
     of any notification or order with respect to the suspension of the
     qualification (or exemption from qualification) of any of the
     Registrable Securities for sale in any jurisdiction or the initiation of
     any proceedings for such purpose.  The Company shall use its best
     efforts to prevent the issuance of any such order referred to in (C) or
     (D) and, if any such order is issued, shall use its best efforts to
     obtain the withdrawal of any such order as promptly as possible.

(b)  Immediately upon becoming aware thereof during the Effectiveness Period,
     notify each Seller and underwriter of such Registrable Securities of the
     occurrence of an event requiring the preparation of a supplement or
     amendment to such prospectus so that, as thereafter delivered to the
     purchasers of such Registrable Securities, such prospectus will not
     contain an untrue statement of a material fact or omit to state any
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they
     were made, not misleading and promptly make available to each Seller and
     underwriter any such supplement or amendment.

(c)  Use all reasonable best efforts to cause all Registrable Securities
     covered by such Registration Statement to be listed on the Nasdaq Global
     Market or such other stock exchange or quotation system on which the
     Company's common stock is listed or qualified for trading.

(d)  Furnish to each Seller of the Registrable Securities covered by such
     Registration Statement such number of copies of such Registration
     Statement, each amendment and supplement thereto (in each case including
     all exhibits thereto, the Prospectus included in such Registration
     Statement (including each Preliminary Prospectus, if any) and such other
     documents as such Seller or underwriter may reasonably request in order
     to facilitate the disposition of the Registrable Securities owned by
     such Seller.

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2.3  Black-Out Periods; Suspension Rights.

(a)  The Holders may not effect sales of Registrable Securities under the
     Registration Statement at any time the Company determines, in its
     reasonable and good faith judgment, that (i) the exercise of the rights
     of the Holders hereunder would, in the good faith judgement of the
     managing underwriter, have an adverse effect on a Public Offering the
     Company has determined to complete during the Effectiveness Period for
     its own account (such Blackout Period(s) under this clause (i) not to
     exceed one hundred twenty (120) days in the aggregate), (ii) such action
     or proposed action would interfere with any proposal or plan by the
     Company or any of its Affiliates to engage in any material acquisition,
     merger, consolidation, tender offer, securities offering or other
     material transaction or (iii) would require the Company to make a public
     disclosure of previously non-public material information, and the
     Company shall promptly notify the Holders of any such suspension of the
     rights of the Holders pursuant to this Section 2.3(a).  The Company
     agrees that it will terminate any such Blackout Period as promptly as
     reasonably practicable (and with respect to clause (i) above, on the
     sooner of the completion or abandonment of the contemplated Public
     Offering) and will promptly notify such Holders of such termination.
     Further, the Effectiveness Period shall be automatically extended by the
     number of days the Holders are subject to any such Blackout Period under
     this Section 2.3.  In making any such determination to initiate or
     terminate a suspension of the Holders rights hereunder, the Company
     shall not be required to consult with or obtain the consent of such
     Holders.

(b)  In the event of:

     (i)  any request by the Commission or any other federal or state
          governmental authority during the period of effectiveness of a
          registration statement contemplated by this Agreement for
          amendments or supplements to such registration statement or related
          prospectus or prospectus supplement or for additional information;

    (ii)  the issuance by the Commission or any other federal or state
          governmental authority of any stop order suspending the
          effectiveness of any registration statement contemplated by this
          Agreement or the initiation of any proceedings for that purpose;

   (iii)  the receipt by the Company of any notification with respect to the
          suspension of the qualification or exemption from qualification of
          any of the Registrable Securities for sale in any jurisdiction or
          the initiation of any proceeding for such purpose; or

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    (iv)  any event or circumstance that necessitates the making of any
          changes in a registration statement contemplated by this Agreement
          or related prospectus or prospectus supplement, or any document
          incorporated or deemed to be incorporated therein by reference, so
          that, in the case of a registration statement, it will not contain
          any untrue statement of a material fact or omit to state a material
          fact required to be stated therein or necessary to make the
          statements therein not misleading, and that, in the case of a
          prospectus or prospectus supplement, it will not contain any untrue
          statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein, in the light of the circumstances under which they were
          made, not misleading;

     then the Company shall deliver a written notice to the Holders with
     Registrable Securities covered by such registration statement or related
     prospectus or prospectus supplement (the "Suspension Notice") to the
     effect of the foregoing (which notice will not disclose the content of
     any material non-public information and will indicate the date of the
     beginning and end of the intended suspension, if known), and, upon
     receipt of such Suspension Notice, such Holders will refrain from
     selling any Registrable Securities pursuant to such registration
     statement (a "Suspension") until such Holder's receipt of copies of a
     supplemented or amended prospectus or prospectus supplement prepared and
     filed by the Company, or until it is advised in writing by the Company
     that the current prospectus or prospectus supplement may be used, and
     has received copies of any additional or supplemental filings that are
     incorporated or deemed incorporated by reference in any such prospectus
     or prospectus supplement.  In the event of any Suspension, the Company
     will use commercially reasonable efforts to cause the use of the
     prospectus or prospectus supplement so suspended to be resumed as soon
     as reasonably practicable after delivery of a Suspension Notice to such
     Holders, subject to Section 2.4(a).  The Suspension and Suspension
     Notice shall be held in confidence and not disclosed by such Holders,
     except as required by law.

Section 3.  Furnishing Information; Registration Expenses.

(a)  It shall be a condition precedent to the obligations of the Company to
     effect the filing of the Registration Statement pursuant to Section 2.1
     that each Holder or its agent on its behalf shall furnish to the Company
     such information regarding such Holder, the Registrable Securities held
     by them and the intended method of disposition of such securities as
     shall be reasonably required to effect the registration of the
     Registrable Securities.

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(b)  The Company's costs and expenses (including, without limitation, fees
     and disbursements of its counsel and independent certified public
     accountants) incurred in connection with the registration and sale of
     the Registrable Securities, including the Registration Statement and all
     amendments thereto and the preparation and delivery to the Holders for
     their use of a prospectus and any supplement(s) thereto, whether or not
     a Registration Statement is filed or becomes effective, and the fees and
     disbursements of the Company's counsel incurred in connection with the
     preparation of this Agreement and the Registration Statement in
     connection with the registration and sale of the Registrable Securities,
     shall be funded in accordance with Sections 1.3(b) and 1.4(d) of
     that certain Stock Purchase Agreement entered into concurrently herewith
     by and among each of the Holders and Qimonda AG, a German stock
     corporation and C.E. Unterberg, Towbin.

Section 4.  Representations, Warranties and Agreements.

(a)  The Company represents and warrants to, and agrees with, the Holders
     that:

     (i)  The Company has all requisite corporate power and authority to
          execute, deliver, and perform this Agreement.  This Agreement has
          been duly authorized, executed, and delivered by the Company.  No
          consent, authorization, approval, order, license, certificate, or
          permit of or from, or declaration or filing with, any United States
          federal, state, local, or other governmental authority or any court
          or other tribunal is required by the Company for the execution,
          delivery or performance of this Agreement by the Company (except
          the filing or providing of Form 8-K under the Securities Exchange
          Act of 1934, which the Company will make if required).

    (ii)  The execution and delivery of this Agreement by the Company do not,
          and the performance of the Company's obligations hereunder will not,
          violate, conflict with, or result in a breach of any provision of,
          or constitute a default (with or without notice or lapse of time or
          both) under, or result in the termination of, or accelerate the
          performance required by, or result in a right of termination,
          cancellation, or acceleration of any obligation or the loss of a
          material benefit under, or result in the creation of any lien,
          security interest, charge or encumbrance upon any of the properties
          or assets (any such violation, conflict, breach, default, right of
          termination, cancellation or acceleration, loss or creation, a
          "Violation") of the Company or any of its subsidiaries pursuant to
          any provisions of (i) the articles of incorporation, by-laws or
          similar governing documents of the Company or any of its
          subsidiaries, (ii) any statute, law, ordinance, rule, regulation,
          judgment, decree, order, injunction, writ, permit or license of any
          governmental authority applicable to the Company or any of its
          subsidiaries or any of their respective properties or assets or
          (iii) any note, bond, mortgage, indenture, deed of trust, license,
          franchise, permit, concession, contract, lease or other instrument,
          obligation or agreement of any kind to which the Company or any of
          its subsidiaries is a party or by which it or any of its properties
          or assets may be bound or affected.

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   (iii)  The Company covenants that it will file any reports required to be
          filed by it under the Securities Act and the Exchange Act, that it
          will make available "adequate current public information concerning
          the Company within the meaning of paragraph (c) of Rule 144" and
          that it will take such further action as any Holder may reasonably
          request, all to the extent required from time to time to enable
          such Holder to sell Registrable Securities without registration
          under the Securities Act pursuant to the exemptions provided by
          Rule 144. Upon the request of any Holder, the Company will deliver
          to it a written statement as to whether it has complied with such
          requirements.

(b)  The Holders represent and warrant to, and agree with, the Company, that:

     (i)  Each Holder is duly organized, validly existing, and in good
          standing or the equivalent thereof under the laws of its
          jurisdiction of organization.  Each Holder has all requisite power
          and authority to execute, deliver, and perform this Agreement.
          This Agreement has been duly authorized by each Holder and has been
          duly executed and delivered by each such Holder, or by a duly
          authorized agent on its behalf.

    (ii)  None of the Holders nor any of their affiliates will take, directly
          or indirectly, during the term of this Agreement, any action
          designed to stabilize (except as may be permitted by applicable
          law) or manipulate the price of any security of the Company.

   (iii)  The Holders shall promptly furnish to the Company upon the
          Company's request any and all information as may be required by, or
          as may be necessary or advisable to comply with the provisions of,
          the Securities Act, the Regulations, the Exchange Act, and the
          rules and regulations of the Commission thereunder in connections
          with the preparation and filing of any Registration Statement
          pursuant hereto, or any amendment or supplement thereto, or any
          Preliminary Prospectus or Prospectus included therein.

Section 5.  Survival of Representations and Agreements.

All representations, warranties, covenants and agreements contained in this
Agreement shall be deemed to be representations, warranties, covenants and
agreements at the effective date of each Registration Statement contemplated
by this Agreement, and such representations, warranties, covenants and
agreements shall remain operative and in full force and effect regardless of
any investigation made by or on behalf of the Company, any Holder, or any
other Person and shall survive termination of this Agreement.

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Section 6.

6.1  Indemnification.

(a)  The Company shall agree to indemnify and hold harmless each Holder and
     any underwriter participating in any distribution on behalf of the
     Holders and each of their respective officers, directors or employees
     and each person, if any, who controls such Holder or any such
     underwriter within the meaning of either Section 15 of the Securities
     Act or Section 20 of the Exchange Act from and against any and all
     losses, claims, damages and liabilities and any actions in respect
     thereof (including, without limitation, any legal or other expenses
     incurred in connection with defending or investigating any such action
     or claim) caused by any untrue statement or alleged untrue statement of
     a material fact contained in any Registration Statement or Prospectus
     (as amended or supplemented if the Company shall have furnished any
     amendments or supplements thereto), or caused by any omission or alleged
     omission to state therein a material fact necessary to make the
     statements therein in the light of the circumstances under which they
     were made not misleading, except insofar as such losses, claims, damages
     or liabilities or actions in respect thereof are caused by any such
     untrue statement or omission or alleged untrue statement or omission
     based upon (i) any information relating to any underwriter furnished to
     the Company by such underwriter expressly for use therein and (ii) any
     information relating to any Holder furnished to the Company by or on
     behalf of such Holder expressly for use therein.

(b)  Each Holder and each underwriter shall agree to indemnify and hold
     harmless the Company and its respective officers, directors or employees
     and each person, if any, who controls the Company within the meaning of
     either Section 15 of the Securities Act or Section 20 of the Exchange
     Act from and against any and all losses, claims, damages and liabilities
     and any actions in respect thereof (including, without limitation, any
     legal or other expenses incurred in connection with defending or
     investigating any such action or claim) to the extent such loss, claim,
     damage, liability or actions with respect thereto arises out of or is
     based upon any untrue or alleged untrue statement of a material fact
     contained in the Registration Statement, any preliminary prospectus or
     the Prospectus (or any amendment or supplement thereto), or arises out
     of or is based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, in each case to the extent, and only
     to the extent, that such untrue statement or alleged untrue statement or
     omission or alleged omission was made in the Registration Statement, any
     preliminary prospectus or the Prospectus (or any amendment or supplement
     thereto), in reliance upon and in conformity with written information
     furnished to the Company by the Holders or the Lead Holder on behalf of
     the Holders expressly for use therein; and to reimburse the Company, or
     any such director, officer or controlling person for any legal and other
     expense reasonably incurred by the Company, or any such director,
     officer or controlling person in connection with investigating,
     defending, settling, compromising or paying any such loss, claim, damage,
     liability, expense or action.

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(c)  In the event a claim arises pursuant to subsections (a) or (b), any
     person in respect of which indemnification may be sought (the
     "Indemnified Party") shall notify the party against whom the claim for
     indemnification is made of such claim and the facts constituting the
     basis for such claim in reasonable detail.  The party against whom the
     claim for indemnification is made is hereinafter referred to as the
     "Indemnifying Party".  Failure to notify an Indemnifying Party shall not
     relieve such Indemnifying Party from its obligations hereunder to the
     extent it is not materially prejudiced as a result thereof.

(d)  Counsel to the Indemnified Party shall be selected by the Indemnifying
     Party and shall be reasonably satisfactory to the Indemnified Party;
     provided, however, that counsel to the Indemnified Party shall not
     (except with the consent of the relevant Indemnified Party) also be
     counsel to the Indemnifying Party.  The Indemnifying Party may
     participate at its own expense in the defense of any claim arising
     pursuant to subsection (a) or (b) and, to the extent it shall wish and
     be legally permitted, assume the defense thereof, jointly with any other
     Indemnifying Party similarly notified, provided, however, that in the
     event the Indemnified Party shall have reasonably concluded that there
     may be defenses available to it which are different from or additional
     to those available to the Indemnifying Party, the Indemnifying Party
     shall not have the right to direct the defense of such action as it
     relates to such defenses on behalf of such Indemnified Party and the
     fees and expenses of separate counsel (selected by the Indemnified Party
     and reasonably satisfactory to the Indemnifying Party) relating to such
     defenses for such Indemnified Party shall be borne by the Indemnifying
     Party.  After notice from the Indemnifying Party to such Indemnified
     Party of its election to assume the defense of any such claim and after
     election of counsel to the Indemnified Party as set forth above, the
     Indemnifying Party shall not be liable for any legal expenses of other
     counsel (except for separate counsel, but not more than the costs of one
     such separate counsel for all Indemnified Parties, in the circumstances
     described above) subsequently incurred by such Indemnified Party.
     Except as provided in the preceding sentences, the Indemnifying Party
     shall not be liable for fees and expenses of more than one counsel (in
     addition to any local counsel) separate from its own counsel for all
     Indemnified Parties in connection with any one action or separate but
     similar or related actions in the same jurisdiction arising out of the
     same general allegations or circumstances.  No Indemnifying Party shall,
     without the prior written consent of the Indemnified Parties, settle or
     compromise or consent to the entry of any judgment with respect to any
     litigation or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever in respect of
     which indemnification could be sought under this Section 6 (whether or
     not the Indemnified Parties are actual or potential parties thereto),
     unless such settlement, compromise or consent (A) includes an
     unconditional release of each Indemnified Party from all liability
     arising out of such litigation or claim and (B) does not include a
     statement as to or an admission of fault, culpability or a failure to
     act by or on behalf of any Indemnified Party.

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(e)  If at any time an Indemnified Party shall have requested an Indemnifying
     Party to reimburse the Indemnified Party for fees and expenses of
     counsel, such Indemnifying Party agrees that it shall be liable for any
     settlement effected without its written consent if (i) such settlement
     is entered into more than 45 days after receipt by such Indemnifying
     Party of the aforesaid request, (ii) such Indemnifying Party shall have
     received notice of the terms of such settlement at least 30 days prior
     to such settlement taking effect and (iii) such Indemnifying Party shall
     not have reimbursed such Indemnified Party in accordance with such
     request prior to the date of such settlement.  Notwithstanding the
     immediately preceding sentence, if at any time an Indemnified Party
     shall have requested an Indemnifying Party to reimburse the Indemnified
     Party for fees and expenses of counsel, an Indemnifying Party shall not
     be liable for any settlement effected without its consent if such
     Indemnifying Party (i) reimburses such Indemnified Party in accordance
     with such request to the extent it considers such request to be
     reasonable and (ii) provides written notice to the Indemnified Party
     substantiating the unpaid balance as unreasonable, in each case prior to
     the date of such settlement.

(f)  The indemnity, contribution and expense reimbursement obligations under
     this Section 6 shall be in addition to any liability each indemnifying
     person may otherwise have and shall remain operative and in full force
     and effect regardless of any investigation made by or on behalf of any
     indemnified party.

6.2  Contribution.

(a)  If the indemnification provided for in Section 6.1(a) or Section 6.1(b)
     is unavailable to an Indemnified Party or insufficient in respect of any
     losses, then each such Indemnifying Party, in lieu of indemnifying such
     Indemnified Party, shall contribute to the amount paid or payable by
     such Indemnified Party as a result of such losses in such proportion as
     is appropriate to reflect the relative fault of the Indemnifying Party
     and the Indemnified Party and persons acting on behalf or controlling
     the Indemnified Party in connection with the statements or omissions or
     violations that resulted in such losses, as well as any other relevant
     equitable considerations.  The relative fault of the Company on the one
     hand and of each Holder on the other shall be determined by reference to,
     among other things, whether the untrue or alleged untrue statement of a
     material fact or the omission or alleged omission to state a material
     fact relates to information supplied by such party, and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission.  The Indemnifying Party
     shall not be required to contribute pursuant to this Section 6.2 if
     there has been a settlement of any proceeding effected without its
     written consent.

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(b)  The Company and the Holders agree that it would not be just and
     equitable if contribution pursuant to this Section 6.2 were determined
     by pro rata allocation or by any other method of allocation that does
     not take account of the equitable considerations referred to in the
     immediately preceding subsection.  The amount paid or payable by an
     Indemnified Party as a result of the losses referred to in the
     immediately preceding subsection shall be deemed to include, subject to
     the limitations set forth above, any legal or other expenses reasonably
     incurred by such Indemnified Party in connection with investigating or
     defending any such action or claim.  Notwithstanding the provisions of
     this Section 6.2(b), no Holder shall be required to contribute any
     amount in excess of the amount by which the total price at which the
     Registrable Securities of such Holder were sold exceeds the amount of
     any damages that such Holder has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or omission or alleged
     omission.  No person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation.  The obligations of the Holders to contribute
     pursuant to this Section 6.2 are several in the proportion that the
     proceeds of the sale of Registrable Securities received by such Holder
     bear to the total proceeds of the sale of Registrable Securities
     received by all the Holders and not joint.

6.3  Survival.  The obligations of the Company and the Holders under Sections
6.1 and 6.2 hereof shall survive the completion of any offering of
Registrable Securities and the termination or expiration of this Agreement.

Section 7.  Miscellaneous.

(a)  Remedies.  In the event of breach by any party of any of its obligations
     under this Agreement, the other parties, in addition to being entitled
     to exercise all rights provided herein or granted by law, including
     recovery of damages, will be entitled to specific performance of its
     rights under this Agreement.  The Company and the Holders agree that
     monetary damages would not be adequate compensation for any loss
     incurred by reason of a breach by the Company or the Holders, as the
     case may be, of any of the provisions of this Agreement and hereby
     further agrees that, in the event of any action for specific performance
     in respect of such breach, the Company or the Holders, as the case may
     be, shall waive the defense that a remedy at law would be adequate.  No
     failure or delay on the part of the Company or any of the Holders in
     exercising any right, power or remedy hereunder shall operate as a
     waiver thereof; nor shall any single or partial exercise of any such
     right, power or remedy preclude any other or further exercise thereof or
     the exercise of any other right, power or remedy.

(b)  Amendments and Waivers.  The provisions of this Agreement, including the
     provisions of this sentence, may not be amended, modified or
     supplemented, and waivers or consents to departures from the provisions
     hereof may not be given, without the written consent of the Company and
     the Holders.

                                   Page-12
<PAGE>
(c)  Notices.  All notices and other communications hereunder shall be in
     writing and shall be deemed given if delivered personally, by telecopier
     (receipt of which is confirmed) or mailed by registered or certified
     mail (return receipt requested) to the Holders at their respective
     addresses specified on the signature pages hereto (or at such other
     address for a party as shall be specified by like notice), and:

if to the Company, to:

Ramtron International Corporation
1850 Ramtron Drive
Colorado Springs, Colorado 80921
USA
Fax:  719 481 9294
Attention:  Chief Executive Officer

with a copy to:

Jones Day
555 S. Flower Street
Fiftieth Floor
Los Angeles, California 90071
Fax:  213.243.2539
Attention:  John A. St. Clair

(d)  Interpretation.  When a reference is made in this Agreement to a Section,
     such reference shall be to a Section of this Agreement unless otherwise
     indicated.  The headings contained in this Agreement are for reference
     purposes only and shall not affect in any way the meaning or
     interpretation of this Agreement.

(e)  Counterparts.  This Agreement may be executed in two or more
     counterparts, all of which shall be considered one and the same
     agreement and shall become effective when two or more counterparts have
     been signed by each of the parties and delivered to the other parties,
     it being understood that all parties need not sign the same counterpart.

(f)  Entire Agreement; No Third Party Beneficiaries.  This Agreement
     (including the documents and the instruments referred to herein)
     (i) constitutes the entire agreement and supersedes all prior agreements
     and understandings, both written and oral, among the parties with
     respect to the subject matter hereof and, with respect to the provisions
     of Section 6, indemnified Persons other than the parties hereto, and
     (ii) except as contemplated by the definition of "Holder" in Section 1
     hereof and, with respect to the provisions of Section 6, indemnified
     Persons, other than the parties hereto, is not intended to confer upon
     any Person other than the parties hereto any rights or remedies
     hereunder.

                                   Page-13
<PAGE>
(g)  Governing Law.  This Agreement shall be governed and construed in
     accordance with the laws of the State of Delaware, USA, applicable to
     contracts made and to be performed entirely within the State of Delaware.

(h)  Severability.  Wherever possible, each provision hereof shall be
     interpreted in such a manner as to be valid, legal and enforceable under
     applicable law, but in ease any one or more of the provisions contained
     herein shall, for any reason, be held to be invalid, illegal or
     unenforceable in any respect, such provision shall be ineffective to the
     extent, but only to the extent, of such invalidity, illegality or
     unenforceability without invalidating or rendering unenforceable the
     remainder of this Agreement, unless such a construction would be
     unreasonable or materially impair the rights or any party hereto.

(i)  Assignment.  Neither this Agreement not any of the rights, interests or
     obligations hereunder shall be assigned by any of the parties hereto
     (whether by operation of law or otherwise) without prior written consent
     of the other parties, except as may otherwise occur by operation of the
     definition of "Holder" in Section 1 hereof.  Subject to the preceding
     sentence, this Agreement will be binding upon, inure to the benefit of
     and be enforceable by the parties hereto and their respective successors
     and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

RAMTRON INTERNATIONAL CORPORATION

/s/  William W. Staunton
------------------------
By:  William W. Staunton
Name:  William W. Staunton
Title: Chief Executive Officer

THE HOLDERS:

Ame Capital Group LLC

/s/  Mordy Schron
--------------------------------
By:  Mordy Schron
Name:  Mordy Schron
Title:  Vice President
Address for notices:  45 Broadway, 25th Floor
                      New York, NY  10006

                                   Page-14
<PAGE>
Asia Marketing Limited

/s/  Zvi Levy
--------------------------------
By:  Zvi Levy
Name:  Zvi Levy
Title:  Management
Address for notices:  Asia Marketing
                      PO Box 3236
                      Ramat-Gan, 52131, Israel

Courtney Brown

/s/  Courtney Brown
--------------------------------
By:  Courtney Brown
Name:  Courtney Brown
Title:
Address for notices:  148 Dekker Drive
                      Golden, CO  80401

Cam-Elm Corp.

/s/  Mordy Schron
--------------------------------
By:  Mordy Schron
Name:  Mordy Schron
Title:  Vice President
Address for notices:  45 Broadway, 25th Floor
                      New York, NY  10006

C.E. Unterberg, Towbin Brett
Moskowitz Investments

/s/  Andrew Arno
--------------------------------
By:  Andrew Arno
Name:  Andrew Arno
Title:  Chief Executive Officer
Address for notices:  350 Madison Avenue
                      New York, NY  10017

Warrant Strategies Fund, LLC

/s/  Sean M. Molloy
--------------------------------
By:  Sean M. Molloy
Name:  Sean M. Molloy
Title:
Address for notices:  350 Madison Avenue
                      New York, NY  10017

                                   Page-15
<PAGE>
Cortina Asset Management as investment advisor
to Schedule A

/s/  Lori K. Hoch
--------------------------------
By:  Lori K. Hoch
Name:  Lori K. Hoch
Title:  Principal & Chief Operating Officer
Address for notices:  330 E. Kilbourn, Suite 850
                      Milwaukee, MI  53202

Ganot Corporation

/s/  Sisel Klurman
--------------------------------
By:  Sisel Klurman
Name:  Sisel Klurman
Title:  President
Address for notices:  4000 Hollywood Blvd, 530N
                      Hollywood, FL  33021

Dennis Gates

/s/  Dennis Gates
--------------------------------
By:  Dennis Gates
Name:  Dennis Gates
Title:
Address for notices:  851 Arlington Blvd
                      El Cerrito, CA 94530

Dennis Gates

/s/  Dennis Gates
--------------------------------
By:  Dennis Gates
Name:  Dennis Gates
Title:
Address for notices:  851 Arlington Blvd
                      El Cerrito, CA 94530

Graham Partners

/s/  Harold W. Berry III
--------------------------------
By:  Harold W. Berry III
Name:  Harold W. Berry III
Title:  Portfolio Manager Graham Partners
Address for notices:  666 5th Avenue, 37th Floor
                      New York, NY  10103

                                   Page-16
<PAGE>
Heller Capital Investments, LLC

/s/  Ronald I. Heller
--------------------------------
By:  Ronald I. Heller
Name:  Ronald I. Heller
Title:  CIO
Address for notices:  700 E. Palisade Avenue
                      Englewood Cliffs, NJ  07632

Hudson Bay Fund LP

/s/  Yoav Roth
--------------------------------
By:  Yoav Roth
Name:  Yoav Roth
Title:  Principal and Portfolio Manager
Address for notices:  120 Broadway, 40th Floor
                      New York, NY  10271

Hudson Bay Overseas Fund Ltd.

/s/  Yoav Roth
--------------------------------
By:  Yoav Roth
Name:  Yoav Roth
Title:  Principal and Portfolio Manager
Address for notices:  120 Broadway, 40th Floor
                      New York, NY  10271

Iroquois Master Fund Ltd.

/s/  Joshua Silverman
--------------------------------
By:  Joshua Silverman
Name:  Joshua Silverman
Title:
Address for notices:

Panorama Orthopedic & Spine Center
FBO Courtney W. Brown

/s/  Linda C. Caton
--------------------------------
By:  Linda C. Caton
Name:  Linda C.  Caton
Title:  Trustee
Address for notices:  660 Golden Ridge Road, Suite 250
                      Golden, CO  80401

                                   Page-17
<PAGE>
SF Capital Partners Ltd.

/s/  Brian H. Davidson
--------------------------------
By:  Brian H. Davidson
Name:  Brian H. Davidson
Title:  Managing Director
Address for notices:  c/o Stark Offshore Management LLC
                      3600 South Lake Drive
                      St Francis, MI  53235

SRB Greenway Capital (QP), L.P.
By:  SRB Management, L.P. General Partner
By:  BC Advisors, L.L.C., General Partner

/s/  Steven R. Becker
--------------------------------
By:  Steven R. Becker
Name:  Steven R. Becker
Title:  Member
Address for notices:

SRB Greenway Capital, L.P.
By:  SRB Management, L.P. General Partner
By:  BC Advisors, L.L.C., General Partner

/s/  Steven R. Becker
--------------------------------
By:  Steven R. Becker
Name:  Steven R. Becker
Title:  Member
Address for notices:

SRB Greenway Offshore Operating Fund, L.P.
By:  SRB Management, L.P. General Partner
By:  BC Advisors, L.L.C., General Partner

/s/  Steven R. Becker
--------------------------------
By:  Steven R. Becker
Name:  Steven R. Becker
Title:  Member
Address for notices:

Wolfson Equities

/s/  Aaron Wolfson
--------------------------------
By:  Aaron Wolfson
Name:  Aaron Wolfson
Title:  Managing Partner
Address for notices:  One State Street Plaza
                      New York, NY  10004

                                   Page-18
<PAGE>
</TEXT>
</DOCUMENT>
