* 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.
AMENDMENT NUMBER TWO TO HP/EMS MANUFACTURING AGREEMENT
This AMENDMENT NUMBER TWO TO HP/EMS MANUFACTURING AGREEMENT (the
"AMENDMENT") is entered into as of April 14, 2003 ("Amendment Effective Date") by and among Enhanced
Memory Systems, a Delaware corporation ("EMS"), Ramtron International Corporation, a Delaware corporation
("RIC") and Hewlett-Packard Company, a Delaware corporation ("HP").
WHEREAS, HP and EMS entered into the "HP/EMS Manufacturing Agreement" effective May 26, 2000, as
amended by the "Amendment to HP/EMS Manufacturing Agreement" dated February 8, 2002 (collectively, the
"Manufacturing Agreement") for the design of an HP Product generally described as an Embedded-DRAM for
manufacture in Infineon's 0.17 um Embedded-DRAM process (the design and development of the HP Product is
also referred to as the "Pegasus Project");
WHEREAS, RIC is the owner of EMS and, as such, will be a party to the Manufacturing Agreement;
WHEREAS, HP, RIC and EMS wish to further amend the Manufacturing Agreement to provide for (a) the
immediate transfer of title and possession rights of certain Necessary Software and Hardware from EMS and
RIC to HP, (b) the provision by EMS and RIC to HP of use of, and access to, certain supply chain equipment
and vendors, (c) the provision by EMS and RIC to HP of contract engineering services for design, development
and product support, (d) a restatement of the current Statement of Work.
NOW THEREFORE, HP, RIC and EMS agree to amend the Manufacturing Agreement as follows:
1. RIC is hereby made a party to the Manufacturing Agreement. Accordingly, HP, EMS and RIC hereby agree
that wherever the term "EMS" appears in the Manufacturing Agreement, the term "EMS" shall be understood to
mean Enhanced Memory Sys