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<SEC-DOCUMENT>0000724910-02-000005.txt : 20020731
<SEC-HEADER>0000724910-02-000005.hdr.sgml : 20020731
<ACCEPTANCE-DATETIME>20020731170902
ACCESSION NUMBER:		0000724910-02-000005
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020630
FILED AS OF DATE:		20020731

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NVE CORP /NEW/
		CENTRAL INDEX KEY:			0000724910
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				411424202
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12196
		FILM NUMBER:		02716455

	BUSINESS ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344
		BUSINESS PHONE:		9528299217

	MAIL ADDRESS:	
		STREET 1:		11409 VALLEY VIEW ROAD
		CITY:			EDEN PRAIRIE
		STATE:			MN
		ZIP:			55344

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PREMIS CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>tenq1-03.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                  FORM 10QSB


[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended: June 30, 2002

[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act.

                                NVE Corporation
                                ---------------
            (Exact name of registrant as specified in its charter)


                                  Minnesota
                                  ---------
                 (State or other jurisdiction of incorporation)



       000-12196                                              41-1424202
- --------------------------------                       ------------------------
Commission File Number                                          I.R.S. Employer
                                                          Identification number

11409 Valley View Road, Eden Prairie, Minnesota                           55344
- -----------------------------------------------                      ----------
(Address of principal executive offices)                             (Zip code)

Issuer's telephone number, including area code: (952) 829-9217
                                                --------------

     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                            YES [X]        NO [ ]

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:

     Common Stock, $.01 Par Value - 20,785,549 shares outstanding as
of July 25, 2002.
<PAGE>
                      PART I--FINANCIAL INFORMATION

Item 1. Financial Statements.

                                 NVE CORPORATION
                                  BALANCE SHEET
                                  JUNE 30, 2002


<TABLE>
<S>                                                                 <C>
ASSETS
Current assets:
   Cash                                                             $  873,688
   Investment securities                                             5,283,731
   Accounts receivable                                               1,129,385
   Inventories                                                         514,796
   Prepaid expenses and other assets                                   120,922
                                                                    -----------
Total current assets                                                 7,922,522
Fixed assets:
   Machinery and equipment                                           2,376,796
   Furniture and fixtures                                               35,499
   Leasehold improvements                                              356,833
   Construction in progress                                             70,411
                                                                    -----------
                                                                     2,839,539
   Less accumulated depreciation                                     1,592,465
                                                                    -----------
Total fixed assets                                                   1,247,074
                                                                    -----------
Total assets                                                        $9,169,596
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                    311,470
   Accrued payroll and other                                           367,915
   Deferred revenue                                                  1,193,273
   Current portion of capital lease obligations                        144,898
                                                                    -----------
Total current liabilities                                            2,017,556
   Capital lease obligations, less current portion                     340,038
                                                                    -----------
Total liabilities                                                    2,357,594

Shareholders' equity:
   Common stock                                                        207,855
   Additional paid-in capital                                       11,943,158
   Accumulated other comprehensive income                               23,098
   Accumulated deficit                                              (5,362,109)
                                                                    -----------
Total shareholders' equity                                           6,812,002
                                                                    -----------
Total liabilities and shareholders' equity                          $9,169,596
                                                                    ===========
</TABLE>


                              SEE ACCOMPANYING NOTES.
<PAGE>
                                 NVE CORPORATION
                            STATEMENTS OF OPERATIONS
                           THREE MONTHS ENDED JUNE 30:


<TABLE>
<CAPTION>
                                             2002           2001
                                         --------------------------
<S>                                      <C>            <C>
Revenue
  Contract research and development      $1,535,851     $1,112,596
  Product sales                             529,188        369,045
  License revenue                            97,917        181,249
                                         --------------------------
Total revenue                             2,162,956      1,662,890

Cost of sales                             1,340,146      1,202,081
                                         --------------------------
Gross profit                                822,810        460,809

Expenses
  Research and development                  328,602        277,073
  Selling, general & administrative         446,999        359,956
                                         --------------------------
Total expenses                              775,601        637,029
                                         --------------------------
Income (loss) from operations                47,209       (176,220)

  Interest income                            40,250         10,376
  Other income                                4,770         71,308
                                         --------------------------
Net income (loss)                            92,229        (94,536)
                                         ==========================
Net income (loss) per
  basic and diluted share                      -              (.01)
                                         ==========================

Weighted average shares outstanding:
  Basic                                  20,192,362     16,945,607
  Diluted                                21,711,367     16,945,607
</TABLE>


                              SEE ACCOMPANYING NOTES.
<PAGE>
                                 NVE CORPORATION
                            STATEMENTS OF CASH FLOWS
                           THREE MONTHS ENDED JUNE 30:


<TABLE>
<CAPTION>
                                                         2002           2001
                                                     --------------------------
<S>                                                  <C>            <C>
OPERATING ACTIVITIES
Net income (loss)                                    $    92,229    $  (94,536)
Adjustments to reconcile net income (loss) to
  net cash used in operating activities:
    Depreciation and amortization                        106,551        65,219
    Changes in operating assets and liabilities:
      Accounts receivable                                131,788       138,022
      Inventories                                         (2,581)        1,423
      Prepaid expenses and other                         (61,717)      (19,009)
      Accounts payable and accrued expenses             (136,097)     (110,475)
      Deferred revenue                                  (372,034)     (336,585)
                                                     --------------------------
Net cash used in operating activities                   (241,861)     (355,941)

INVESTING ACTIVITIES
Purchases of fixed assets                               (128,020)     (466,831)
Purchase of investment securities                     (5,260,633)         -
                                                     --------------------------
Net cash used in investing activities                 (5,388,653)     (466,831)

FINANCING ACTIVITIES
Net proceeds from sale of common stock                 6,219,867        80,001
Repayment of note payable and capital lease obligations (252,923)      (13,491)
                                                     --------------------------
Net cash provided by financing activities              5,966,944        66,510
                                                     --------------------------
Increase (decrease) in cash                              336,430      (756,262)

Cash at beginning of period                              537,258     1,492,080
                                                     --------------------------
Cash at end of period                                $   873,688    $  735,818
                                                     ==========================
</TABLE>


                              SEE ACCOMPANYING NOTES.
<PAGE>
                                 NVE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2002

1. Interim Financial Information
The accompanying unaudited financial statements of NVE Corporation (the
"Company") are consistent with accounting principles generally accepted in the
United States and reporting with SEC regulations. In the opinion of management,
these financial statements reflect all adjustments, consisting only of normal
and recurring adjustments, necessary for a fair presentation of the financial
statements. Although the Company believes that the disclosures are adequate to
make the information presented not misleading, it is suggested that that these
condensed financial statements be read in conjunction with the audited
financial statements and the notes there to included in the Company's latest
annual financial statements included in its report on Form 10-KSB. The results
of operations for the three month period ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the full year
ending March 31, 2003.

2. Nature of Business
We develop and sell "spintronics" devices, which utilize electron spin
rather than electron charge to acquire, store, and transmit information.

3. Revenue Recognition
Revenue from product sales to direct customers is recognized upon shipment.
Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when the Company has
completed its obligations under the terms of the agreements. Revenue from
royalties is recognized upon the shipment of product from the Company's
technology license partners to direct customers. Certain research and
development activities are conducted for third parties and such revenue is
recognized as the services are performed.

4. Earnings Per Share
The Company calculates its income (loss) per share pursuant to Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share.
Basic earnings per share is computed based upon the weighted average number
of common shares issued and outstanding during each year. Diluted net
income per share amounts assume conversion, exercise or issuance of all
potential common stock instruments (stock options, warrants and convertible
preferred stock). Potentially dilutive securities including warrants and
stock options are excluded from diluted earnings per share during net loss
periods because these securities would be anti-dilutive.

5. Reclassification
The Company has reclassified certain research and development costs related to
contract research and development programs to cost of sales. Previously, these
costs were included with research and development costs reported as operating
expenses.
<PAGE>
6. Investments
The Company classifies and accounts for debt and equity securities in
accordance with SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities. The Company's entire portfolio is classified as available
for sale; thus, securities are recorded at fair market value and any
associated unrealized gain or loss, net of tax, is included as a separate
component of shareholders' equity, "Accumulated other comprehensive income."

7.  Technology exchange agreement
On April 19, 2002 the Company closed a technology exchange agreement
accompanied by an investment by Cypress Semiconductor Corporation ("Cypress").
Cypress purchased 3.433 million shares of NVE Common Stock for $6.228 million.
Cypress also received a warrant for the purchase of up to an additional two
million shares of Common Stock for $3.00 per share for a term of three years.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.

General
     We develop and sell "spintronics" devices, which are integrated circuit
type devices that rely on electron spin rather than electron charge to acquire,
store, and transmit information in electronic systems. We derive revenue from
three sources:

     1) contract spintronics research and development (principally government
        contracts);

     2) commercial sales of spintronic sensor and coupler products; and

     3) licenses for our magnetic random-access memory (MRAM) intellectual
        property.

Three months ended June 30, 2002 compared to three months ended June 30, 2001
The table shown below summarizes the percentage of revenues for the various
items for the periods indicated:

<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,
                                                       2002             2001
                                                      -------          -------
<S>                                                   <C>              <C>
Revenue:
  Research and development                             71.0 %           66.9 %
  Product sales                                        24.5             22.2
  License fees                                          4.5             10.9
                                                      -------          -------
Total revenues                                        100.0            100.0
Cost of sales                                          62.0             72.3
                                                      -------          -------
Gross profit                                           38.0             27.7
Total expenses                                         33.8             33.4
                                                      -------          -------
Net income (loss)                                       4.2 %           (5.7)%
                                                      =======          =======
</TABLE>

     Revenue for the three months ended June 30, 2002 were $2,162,956,
an increase of 30% from revenue of $1,662,890 for the three months ended
June 30, 2001. The increase was due primarily to a 43% increase in commercial
product sales from $369,045 to $529,188. Contract research revenue increased
38%, from $1,112,596 to $1,535,851 due to increased government contract revenue
and new revenue recognized under an agreement with Agilent Technologies, Inc.
("Agilent"). Increases in product revenue and contract research were partially
offset by a decrease in license revenue from $181,249 to $97,917.

     Gross profit increased to 38% for the three months ended June 30, 2002 as
compared to 27% for the three months ended June 30, 2001. This increase was
due to higher yields on commercial products as well as increased margins on
contract research and development.

     Research and development expenses increased 19% to $328,602 for the
quarter ended June 30, 2002 as compared to $277,073 in the prior year's
quarter. The increase was due to a greater emphasis on commercial product
development.
<PAGE>
     Selling, general and administrative expenses for the quarter ended
June 30, 2002 increased by 24% to $446,999 compared to $359,956 in the
prior year. The increase was primarily due to higher expenses associated with
commercial selling activities and additional expenses associated with the
Cypress technology exchange.

     We reported net income of $92,229 for the quarter ended June 30,
2002 compared to a net loss of $94,536 for the quarter ended June 30, 2001. The
profit was due to a change from operational losses to profits, and higher
interest income on the Company's increased investments.

Liquidity and capital resources
     Net proceeds of $6,213,719 from the sale of common stock to Cypress
Semiconductor Corporation in April 2002 were used primarily to retire debt and
invest in available-for-sale securities. At June 30, 2002, the Company had
$5,283,731 in available-for-sale securities, consisting of marketable fixed-
income investments. We had cash on June 30, 2002 of $873,688 and working
capital of $5,904,996. We believe our working capital is adequate for our
current needs.

Critical accounting policies
     It is important to understand our significant accounting policies in order
to understand our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States.  These accounting principles require us to make estimates and
assumptions that affect amounts reported in our consolidated financial
statements and the accompanying notes.  Actual results are likely to differ
from those estimates, but we do not believe such differences will materially
affect our financial position or results of operations for the periods
presented in this report.

Revenue recognition
     Revenue from product sales to direct customers is recognized upon
shipment. Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when the Company has
completed its obligations under the terms of the agreements. Revenue from
royalties is recognized upon the shipment of product from the Company's
technology license partners to direct customers. Certain research and
development activities are conducted for third parties and such revenue is
recognized as the services are performed. Payments received from licensing and
technology development programs relating to future obligations as well as
prepayments for future discounts on product sales are recorded as deferred
revenue.

Bad Debt
     The Company maintains an allowance for doubtful accounts for estimated
losses resulting from the inability of its customers to make required payments.
If the financial condition of the Company's customers were to deteriorate,
resulting in an impairment of their ability to make payments, additional
allowances may be required.
<PAGE>
Inventory
     The Company reduces the stated value of its inventory for obsolescence or
impairment in an amount equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional reductions in stated
value may be required.

Income Taxes
     In determining the carrying value of the Company's net deferred tax
assets, the Company must assess the likelihood of sufficient future taxable
income in certain tax jurisdictions, based on estimates and assumptions to
realize the benefit of these assets. Management evaluates the realizability of
the deferred assets quarterly and assesses the need for valuation allowances or
reduction of existing allowances quarterly.


PART II--OTHER INFORMATION

Item 2. Changes in Securities.
     On April 12, 2002, we sold 3.433 million shares of unregistered Common
Stock to Cypress Semiconductor Corporation. Net proceeds from the sale were
$6,213,719, net of expenses. As part of the sale, Cypress was also granted a
warrant to purchase up to an additional two million shares of Common Stock at
a price of $3.00 per share for a term of three years. The sale was under Rule
506 of Regulation D promulgated under Section 4(2) of the Securities Act of
1933, as amended.


Item 6. Exhibits and Reports on Form 8-K.
        a. Exhibits
            10.1 Stock Purchase Agreement dated April 12, 2002 with Cypress
                 Semiconductor Corporation.

            10.2 Cypress Semiconductor Corporation Common Stock Purchase
                 Warrant dated April 12, 2002.

            10.3 License Agreement dated April 12, 2002 with Cypress
                 Semiconductor Corporation
                 (confidential treatment has been 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 Rule24b-2 or Rule 406).

        b. Reports on Form 8-K
           None.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on behalf of the undersigneds thereunto duly authorized.


                                       NVE CORPORATION


Dated:   July 31, 2002                 By /s/ Daniel A. Baker
                                          -------------------------------------
                                          Daniel A. Baker
                                          President and Chief Executive Officer


                                       By /s/ Richard George
                                          -------------------------------------
                                          Richard George
                                          Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>cy-stock.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>
                                 NVE CORPORATION
                            STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this "Agreement") is made as of April 12, 2002
among NVE Corporation, a Minnesota corporation (the "Company"), and Cypress
Semiconductor Corporation, a Delaware Corporation (the "Purchaser").

                SECTION 1. Authorization and Sale of Shares Stock

     1.1 Authorization. The Company will authorize the sale and issuance of
Three Million, Four Hundred Thirty Four Thousand, Two Hundred and Forty Three
(3,434,243) shares of the Company's common stock, $0.01 par value, (the
"Shares") representing approximately twenty percent of the outstanding shares of
the Company for an aggregate purchase price of Six Million Two Hundred and
Twenty-Eight Thousand Dollars $6,228,000) (the "Purchase Price"), pursuant to
the terms and conditions of this Agreement. The Company will also authorize the
issuance of a Warrant to purchase Two Million (2,000,000) shares of the
company's common stock at $3.00 per share, exercisable up to three years from
the date of this Agreement.

                       SECTION 2. Closing Dates; Delivery

     2.1 Closing Dates. The closing of the purchase and sale of the Shares and
the issuance of the Warrant hereunder shall take place at 9:00 a.m., Central
Standard Time, on April 19, 2002 (the "Closing") at the offices of the Company's
legal counsel or at such other time and place upon which the Company and the
Purchaser shall agree (the date of the Closing is hereinafter referred to as the
"Closing Date").

     2.2 Delivery. At the Closing, the Purchaser will deliver a check or wire
transfer for the entire purchase amount, and the Company will deliver to the
Purchaser a certificate or certificates, registered in the Purchaser's name
representing the number of Shares purchased, and the Warrant. Purchaser
understands that the certificate representing the Shares and the shares of the
Company's common stock issuable upon the exercise of the Warrant, because they
are being sold without being registered under applicable state and federal
securities laws, will be "restricted shares" and will bear a legend restricting
their transfer other than pursuant to a valid registration statement filed under
such applicable laws.

            SECTION 3. Representations and Warranties of the Company

Except as set forth on Schedule 3 attached hereto, the Company represents and
warrants to the Purchaser that the following statements in this Section 3 are
true and correct:


                                       1
<PAGE>

     3.1 Organization and Standing; Articles and Bylaws. The Company is a
corporation duly organized and existing under the laws of the State of Minnesota
and is in good standing under such laws. The Company has requisite corporate
power and authority to own and operate its properties and assets, and to carry
on its business as presently conducted and as proposed to be conducted. The
Company and each of its subsidiaries is duly qualified to do business and in
good standing as a foreign corporation in each jurisdiction in which the failure
to be so qualified would have a material adverse effect on the business, assets
(including intangible assets), prospects, condition (financial or otherwise), or
results of operations of the Company and its subsidiaries taken as a whole (a
"Material Adverse Effect"). The Company has delivered a true and correct copy of
its charter documents and the charter documents of each of the Company's
subsidiaries, each as amended to date, to the Purchaser.

     3.2 Corporate Power. The Company will have at the Closing Date all
requisite legal and corporate power and authority to execute and deliver this
Agreement to sell and issue the Shares hereunder and to carry out and perform
its obligations under the terms of this Agreement.

     3.3 Capitalization. The current capitalization of the Company is as set
forth on Schedule 3.3. Except as set forth in Schedule 3.3, there are no
options, warrants or other rights to purchase any of the Company's authorized
and unissued capital stock.

     3.4 Authorization. All corporate action on the part of the Company, its
directors and shareholders necessary for the authorization, execution, delivery
and performance of this Agreement by the Company, the authorization, sale,
issuance and delivery of the Shares and the performance of all of the Company's
obligations hereunder has been taken or will be taken prior to the Closing. This
Agreement, when executed and delivered by the Company, shall constitute a valid
and binding obligation of the Company, enforceable in accordance with its terms,
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies. The Shares, when issued in
compliance with the provisions of this Agreement, will be validly issued, will
be fully paid and nonassessable; and the Shares will be free of any liens or
encumbrances, assuming the Purchaser takes the shares with no notice thereof,
other than any liens or encumbrances created by or imposed upon the holders;
provided, however, that the Shares will be subject to restrictions on transfer
under state and federal securities laws.

     3.5 Litigation; Governmental Proceedings. There are no legal actions,
suits, arbitrations or other legal, administrative or governmental proceedings
or investigations pending or, to the knowledge of the Company, threatened
against the Company, or its properties or business. The Company is not in
default with respect to any judgment, order or decree of any court or any
governmental agency or instrumentality. To its knowledge, the Company has not
been threatened with any action or proceeding under any business or zoning
ordinance, law or regulation.

     3.6 Patents and Trademarks. The Company believes that it has sufficient
title and


                                       2
<PAGE>

ownership of all patents, trademarks, service marks, trade names, copyrights,
trade secrets, information, proprietary rights and processes which are material
and necessary for its business as now conducted without any conflict with or
infringement of the rights of others. The Company has not received any
communications alleging that the Company has violated or, by conducting its
business as proposed, would violate any of the patents, trademarks, service
marks, trade names, copyrights or trade secrets or other proprietary rights of
any other person or entity.

     3.7 Securities Filings. During the period of the last twelve months, the
Company has filed in a timely manner all of forms required by the Securities and
Exchange Act of 1934

     3.8 Subsidiaries. Except for the subsidiaries of the Company listed on
Schedule 3.8, the Company does not have and has never had any subsidiaries and
does not otherwise own and has never otherwise owned any shares of capital stock
or any interest in, or control, directly or indirectly, any other corporation,
partnership, association, joint venture or other business entity. The Company
beneficially owns, directly or indirectly, all of the outstanding capital stock
of each of its subsidiaries.

     3.9 Valid Issuance of Stock.

          (a) Valid Issuance. The shares of Company Common Stock to be issued
pursuant to this Agreement will be, upon payment therefor by the Purchaser in
accordance with this Agreement, duly authorized, validly issued, fully paid and
non-assessable, free and clear of all liens, claims and encumbrances, except
encumbrances or restrictions arising under federal or state securities laws. The
shares of Company Common Stock issuable upon the exercise of the Warrant have
been duly and validly authorized and reserved for issuance and, upon issuance,
sale and delivery in accordance with the terms of the Warrant, for the
consideration provided for therein, will be duly and validly issued, fully paid
and non-assessable free and clear of all liens, claims and encumbrances, except
encumbrances or restrictions arising under federal or state securities laws.

          (b) Compliance with Securities Laws. Assuming the accuracy of the
representations made by the Purchasers in Section 4 hereof (and assuming no
change in applicable law and no unlawful distribution of Shares or the Warrant
by the Purchaser or other parties), the Shares, the Warrant and the shares of
Company Common Stock issuable upon the exercise of the Warrant will be issued to
the Purchaser in compliance with applicable exemptions from (i) the registration
and prospectus delivery requirements of the Securities Act of 1933, as amended
(the "Securities Act") and (ii) the registration and qualification requirements
of all applicable securities laws of the states of the United States.

     3.10 SEC Documents; Financial Statements.

          (a) Reports. The Company has made available to the Purchaser prior to
the date hereof accurate and complete copies of all forms, reports and documents
filed by the Company with the Securities and Exchange Commission ("SEC") since
November 21, 2000 (the


                                       3
<PAGE>

"SEC Documents"). Each of the SEC Documents, as of the respective date thereof
(or if amended or superseded by a filing prior to the Closing Date, then on the
date of such filing), did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. The Company is not a party to any material contract, agreement or
other arrangement that was required to have been filed as an exhibit to the SEC
Documents that was not so filed.

          (b) Financial Statements. The financial statements of the Company and
the related notes contained in the SEC Documents (the "Company Financials")
present fairly, in accordance with generally accepted accounting principles
("GAAP"), the financial position of the Company as of the dates indicated, and
the results of its operations and cash flows for the periods therein specified,
subject, in the case of unaudited financial statements for interim periods, to
normal year-end audit adjustments. The Company Financials (including the related
notes) have been prepared in accordance with GAAP applied on a consistent basis
throughout the periods therein specified, except that unaudited financial
statements may not contain all footnotes required by GAAP.

     3.11 No Undisclosed Liabilities. The Company does not have any liability,
indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of
any type, whether accrued, absolute, contingent, matured, unmatured or
otherwise, whether or not required to be reflected in financial statements in
accordance with GAAP ("Liabilities"), except Liabilities that: (i) are reflected
in the Company's audited balance sheet as of December 31, 2001 (the "Balance
Sheet"), or (ii) have arisen since the date of the Balance Sheet in the ordinary
course of the Company's business consistent with past practices and are not
material either individually or in the aggregate.

     3.12 Eligibility to Use Form S-3. The Company is eligible to use Form S-3
under the Securities Act.

     3.13 Governmental Consents. No consent, approval, order or authorization
of, or registration, qualification, designation, declaration or filing with, or
notice to, any federal, state or local governmental authority on the part of the
Company is required in connection with the issuance of the Shares, the Warrant
or, as of the date hereof, the shares of Company Common Stock issuable upon the
exercise of the Warrant, to the Purchaser, or the consummation of the other
transactions contemplated by this Agreement, other than any filing that may be
required pursuant to Regulation D promulgated under the Securities Act. Such
filings will be made within the time prescribed by law.

     3.14 Non-Contravention. The execution, delivery and performance of this
Agreement and the Warrant by the Company, and the consummation by the Company of
the transactions contemplated hereby (including issuance of the Shares, the
Warrant and the shares of Company Common Stock issuable upon the exercise of the
Warrant), do not (i) contravene or conflict with the Articles of Incorporation
or Bylaws of the Company; (ii) constitute a material violation of


                                       4
<PAGE>

any provision of any federal, state, local or foreign law binding upon or
applicable to the Company; (iii) constitute a default or require any consent
under, give rise to any right of termination, cancellation or acceleration of,
or to a loss of any material benefit to which the Company is entitled under, or
result in the creation or imposition of any lien, claim or encumbrance on any
assets of the Company under, any Contract (as defined in Section 3.13) to which
the Company is a party or any permit, license or similar right relating to the
Company or by which the Company may be bound or affected, or the triggering of
any preemptive or anti-dilution rights or rights of first refusal or first
offer, or any similar rights (whether pursuant to a "poison pill" provision or
otherwise), on the part of holders of the Company's or any of its subsidiaries'
securities.

     3.15 Title to Properties; Absence of Liens and Encumbrances. The Company
has good and valid title to, or, in the case of leased properties and assets,
valid leasehold interests in, all of its tangible properties and assets, real,
personal and mixed, used or held for use in its business, free and clear of any
Liens, except (i) as reflected in the Company Financials or in Schedule 3.14,
(ii) Liens for Taxes not yet due and payable, and (iii) such imperfections of
title and encumbrances, if any, which are not material in character, amount or
extent, and which do not detract from the value, or interfere with the present
use, of the property subject thereto or affected thereby.

     3.16 Litigation. Except as set forth on Schedule 3.15, there is no action,
claim, arbitration, audit, hearing, investigation, litigation, suit, writ
(whether civil, criminal, administrative, investigative or informal) commenced,
brought, conducted or heard by or before, or otherwise involving any
governmental body or arbitrator ("Proceeding") of any nature pending or, to the
Company's knowledge, threatened against the Company, its properties or any of
its officers or directors, in their respective capacities as such and the
Company is not aware of any basis for the foregoing. Schedule 3.15 sets forth,
with respect to any pending or, to the knowledge of the Company, threatened
Proceeding, the forum, the parties thereto, the subject matter thereof and the
amount of damages claimed or other remedy requested. The Company has received no
notice that any court, administrative agency or commission or other federal,
state, county, local or foreign governmental authority, instrumentality, agency
or commission has at any time challenged or questioned the legal right of the
Company to manufacture, offer or sell any of its products in the present manner
or style thereof.

     3.17 Representations and Materials Complete. None of the representations or
warranties made by the Company in this Agreement (including the schedules
hereto), nor any statement made in any schedule, exhibit or certificate
furnished by the Company pursuant to this Agreement, contains or will contain on
the Closing Date any untrue statement of a material fact or omits or will omit
on the Closing Date to state any material fact necessary in order to make the
statements contained herein or therein, in the light of the circumstances under
which made, not misleading. The Company has delivered to the Purchaser or its
counsel true and complete copies of each document that has been requested by the
Purchaser or its counsel.


                                       5
<PAGE>

           SECTION 4. Representations and Warranties of the Purchaser

Purchaser hereby represents and warrants to the Company with respect to the
purchase of the Shares that the following statements in this Section 4 are true
and correct:

     4.1 Experience. Purchaser has substantial experience in evaluating and
investing in private placement transactions of securities in companies similar
to the Company so that it is capable of evaluating the merits and risks of its
investment in the Company and has the capacity to protect its own interests. In
addition, Purchaser is an Accredited Investor within the meaning of Rule 501(a)
under the Securities Act.

     4.2 Investment. Purchaser is acquiring the Shares for investment for its
own account, not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof. Purchaser understands that the
Shares to be purchased have not been, and will not be, registered under the
Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the investment intent and the accuracy of
Purchaser's representations as expressed herein.

     4.3 Rule 144. Purchaser acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or unless
an exemption from such registration is available. Purchaser is aware of the
provisions of Rule 144 and Rule 144A promulgated under the Securities Act. Rule
144 permits limited resale of shares purchased in a private placement subject to
the satisfaction of certain conditions, including the existence of a public
market for the shares, the availability of certain current public information
about the Company, the resale occurring not less than one year after a party has
purchased and paid for the security to be sold, the sale being effected through
a "broker's transaction" or in transactions directly with a "market maker" and
the number of shares being sold during any three-month period not exceeding
specified limitations. Rule 144A provides a non-exclusive safe harbor exemption
from the registration requirements of the Securities Act for resales to
"qualified institutional buyers," as defined, of any restricted securities that,
when issued, were not of the same class as securities listed on a U.S.
securities exchange or quoted by NASDAQ. Since the Company's securities are not
currently listed on an exchange or quoted by NASDAQ, such exemption under Rule
144A would not currently apply. In addition, except for securities of an issuer
subject to the reporting requirements of the Securities and Exchange Act of
1934, availability of the exemption is contingent upon the right of the holder
of the security and the prospective purchaser to obtain from the issuer
specified limited information upon request. Finally, although 144A does not
require any specific resale restrictions, a seller must take reasonable steps to
ensure that the buyer is aware that the seller may rely on the 144A exemption.

     4.4 Access to Data. Purchaser has had an opportunity to discuss the
Company's business, management and financial affairs with the Company's
management and the opportunity


                                       6
<PAGE>

to review the Company's facilities and public reports filed under the Securities
Exchange Act of 1934. Purchaser has also had an opportunity to ask questions of
officers of the Company, which questions were answered to its satisfaction.
Purchaser understands that such discussions, as well as any written information
issued by the Company were intended to describe certain aspects of the Company's
business and prospects but were not a thorough or exhaustive description.

     4.6 Authorization. All corporate action on the part of the Purchaser
necessary for the authorization, execution, delivery and performance of all of
the Purchaser's obligations hereunder has been taken or will be taken prior to
the Closing. This Agreement, when executed and delivered by the Purchaser, shall
constitute a valid and binding obligation of the Purchaser, enforceable in
accordance with its terms.

     4.7 Brokers or Finders. The Company has not, and will not, incur, directly
or indirectly, as a result of any action taken by such Purchaser, any liability
for brokerage or finders' fees or agents' commissions or any similar charges in
connection with this Agreement.

     4.8 Tax Liability. Purchaser has reviewed with its own tax advisors the
federal, state, local and foreign tax consequences of this investment and the
transactions contemplated by this Agreement (including any tax consequences
resulting from the recently enacted tax legislation). Purchaser relies solely on
such advisors and not on any statements or representations of the Company or any
of its agents. Purchaser understands that it (and not the Company) shall be
responsible for its own tax liability that may arise as a result of this
investment or the transactions contemplated by this Agreement.

                         SECTION 5. Registration Rights

     5.1 Demand Registration Rights. The Purchaser shall have one demand
registration right. Upon receipt of a valid request by the Purchaser to register
some or all of the Shares (the "Registrable Shares"), the Company shall prepare
as promptly as practicable and file a Registration Statement for the Registrable
Shares, and the Company shall use its best efforts to cause the Registration
Statement to become effective under the Securities Act in accordance with the
Securities Act Rules. The Company shall have the right to delay any registration
statement during any period in which any other registration statement (other
than on Form S-4 or Form S-8 promulgated under the Securities Act or any
successor forms thereto) pursuant to which any other shares of the Company's
common stock has been filed and not withdrawn or has been declared effective
within the prior one hundred eighty (180) days. In addition, the Company may
delay the filing or effectiveness of the registration statement for a period of
up to ninety (90) days after the date of a request for registration pursuant to
this Section 5.1 if at the time of such request the Company reasonably
determines that such registration and offering would interfere with any material
transaction involving the Company as approved by the Board of Directors.
Notwithstanding the foregoing the Company shall not be required to register any
Registrable Shares under this Section 5.1 unless such requested registration
shall be for the purpose of registering at least $500,000 worth of Shares as
calculated by using the closing bid price of a


                                       7
<PAGE>

shares of the Company's common stock as reported by the OTC Bulletin Board, or
by such other exchange or quotation system as the Company's common stock price
is reported subsequent to the Closing, as of the date of the request.

     5.2 Piggy Back" Registration Rights. Until the earlier of (i) the third
anniversary of this Agreement or (ii) the date on which the Purchaser may sell
all of its Shares under Rule 144K of the Rules and regulations of the Securities
Act of 1933, if the Company at any time proposes to file a Registration
Statement (other than for a distribution for the account of Purchaser or for a
employee benefit plan) under the Securities Act relating to an underwritten
Public Offering of Common Stock that would permit the inclusion therein of
shares of Common Stock to be distributed in accordance with the method of
distribution contemplated by such Registration Statement, the Company shall
include all Registrable Shares specified by the Purchaser. The Company shall
provide to Purchaser notice of any plan to Register shares at least twenty (20)
days prior to initial filing of such registration statement. Purchaser shall
notify the Company within ten (10) days of delivery of such notice whether and
how many Registrable Shares it wishes to include in such offering. If the
offering is an underwritten offering, any rights contained in this Section 5.2
shall be subject to cutback should the Underwriter decide it would be imprudent
to offer all or any other securities or it needs to reduce the number of
securities it can offer.

     5.3 Expenses. All expenses (other than underwriting discounts and
commissions relating to the Registrable Shares, as provided in the last sentence
of this Section 5.3) incurred by the Company in complying with Section 5
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), fees and expenses of complying with
securities and blue sky laws, printing expenses, fees and expenses of the
Company's counsel and accountants, shall be prepaid by the Company; provided,
however, that all underwriting discounts, selling commissions applicable to the
Registrable Shares, or legal fees and expenses of the Purchaser and/or any other
holder of Registrable Shares shall be borne by the holders selling such
Registrable Shares, in proportion to the number of Registrable Shares sold by
each such holder.

     5.4 Indemnification. (a)In connection with any registration of any
Registrable Shares under the Securities Act pursuant to this Agreement, the
Company shall indemnify and hold harmless the holders of Registrable Shares,
each underwriter, broker or any other person acting on behalf of the holders of
Registrable Shares and each other person, if any, who controls any of the
foregoing persons within the meaning of the Securities Act against any losses,
claims, damages or liabilities, joint or several (or actions in respect
thereof), to which any of the foregoing persons may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or allegedly untrue statement of a material fact contained in
the registration statement under which such Registrable Shares were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained therein or otherwise filed with the Commission, any amendment or
supplement thereto or any document incident to registration or


                                       8
<PAGE>

qualification of any Registrable Shares, or arise out of or are 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 or,
with respect to any prospectus, necessary to make the statements therein in
light of the circumstances under which they were made not misleading, or any
violation by the Company of the Securities Act or state securities or blue sky
laws applicable to the Company and relating to action or inaction required of
the Company in connection with such registration or qualification under such
state securities or blue sky laws; and shall reimburse the holders of
Registrable Shares, such underwriter, such broker or such other person acting on
behalf of the holders of Registrable Shares and each such controlling person for
any legal or other expenses reasonably incurred by any of them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, liability or action (including
any legal or other expenses incurred) arises out of or is based upon an untrue
statement or allegedly untrue statement or omission or alleged omission made in
said registration statement, preliminary prospectus, final prospectus,
amendment, supplement or document incident to registration or qualification of
any Registrable Shares in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by the
holders of Registrable Shares or their counsel or underwriter specifically for
use in the preparation thereof; provided further, however, that the foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any untrue statement, allegedly untrue statement, omission or alleged omission
made in any preliminary prospectus but eliminated or remedied in the final
prospectus (filed pursuant to Rule 424 of the Securities Act), such indemnity
agreement shall not inure to the benefit of any of the Investors, underwriter,
broker or other person acting on behalf of holders of the Registrable Shares
from whom the person asserting any loss, claim, damage, liability or expense
purchased the Registrable Shares which are the subject thereof, if a copy of
such final prospectus had been made available to such person and such Investor,
underwriter, broker or other person acting on behalf of holders of the
Registrable Shares and such final prospectus was not delivered to such person
with or prior to the written confirmation of the sale of such Registrable Shares
to such person.

          (b) In connection with any registration of Registrable Shares under
the Securities Act pursuant to this Agreement, each holder of Registrable Shares
shall severally and not jointly indemnify and hold harmless (in the same manner
and to the same extent as set forth in the preceding paragraph of this Section
5) the Company, each director of the Company, each officer of the Company who
shall sign such registration statement, each underwriter, broker or other person
acting on behalf of the holders of Registrable Shares and each person who
controls any of the foregoing persons within the meaning of the Securities Act
with respect to any statement or omission from such registration statement, any
preliminary prospectus or final prospectus contained therein or otherwise filed
with the Commission, any amendment or supplement thereto or any document
incident to registration or qualification of any Registrable Shares, if such
statement or omission was made in reliance upon and in conformity with written
information furnished to the Company or such underwriter by such holder
specifically for use in connection with the preparation of such registration
statement, preliminary prospectus, final


                                       9
<PAGE>

prospectus, amendment, supplement or document; provided, however, that the
maximum amount of liability in respect of such indemnification shall be limited,
in the case of each seller of Registrable Shares, to an amount equal to the net
proceeds actually received by such seller from the sale of Registrable Shares
effected pursuant to such registration.

          (c) Promptly after receipt by an indemnified party of notice of the
commencement of any action involving a claim referred to in the preceding
paragraphs of this Section 5, such indemnified party will, if a claim in respect
thereof is made against an indemnifying party, give written notice to the latter
of the commencement of such action. The failure of any indemnified party to
notify an indemnifying party of any such action shall not (unless such failure
shall have a material adverse effect on the indemnifying party) relieve the
indemnifying party from any liability in respect of such action that it may have
to such indemnified party on account of this Section 5. In case any such action
is brought against an indemnified party, the indemnifying party will be entitled
to participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not be responsible for any
legal or other expenses subsequently incurred by the indemnified party in
connection with the defense thereof, provided, however, that if any indemnified
party shall have reasonably concluded that there may be one or more legal or
equitable defenses available to such indemnified party which are additional to
or conflict with those available to the indemnifying party, or that such claim
or litigation involves or could have an effect upon matters beyond the scope of
the indemnity agreement provided in this Section 5, the indemnifying party shall
not have the right to assume the defense of such action on behalf of such
indemnified party (but shall have the right to participate therein with counsel
of its choice) and such indemnifying party shall reimburse such indemnified
party and any person controlling such indemnified party for that portion of the
fees and expenses of any counsel retained by the indemnified party which is
reasonably related to the matters covered by the indemnity agreement provided in
this Section 5. If the indemnifying party is not entitled to, or elects not to,
assume the defense of a claim, it will not be obligated to pay the fees and
expenses of more than one counsel with respect to such claim.

          (d) If the indemnification provided for in this Section 5 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions, which resulted in such loss, claim, damage,
liability or action as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party 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


                                       10
<PAGE>

information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The parties agree that it
would not be just and equitable if contribution pursuant hereto were determined
by pro rata allocation or by any other method or allocation which does not take
account of the equitable considerations referred to herein. No person guilty of
fraudulent misrepresentation shall be entitled to contribution from any person.

     5.5 Information. The Purchaser shall furnish to the Company such written
information regarding the Purchasers and the distribution proposed by the
Purchasers as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration, qualification or
compliance referred to in this Agreement.

     5.6 Assignment of Rights. The rights of Purchaser under section 5.1 may be
assigned but only to someone who is transferred at least 250,000 shares and only
upon written notice to the Company. In no event will the Company be obligated to
effect more than one demand registration under Section 5.1. The rights of
Purchaser under section 5.2 may be assigned but only to someone who is
transferred at least 50,000 shares and only upon written notice to the Company.

     5.7 Delay of Registration. Purchaser shall not have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result of
any controversy that might arise with respect to the interpretation or
implementation of this Section 5.

     5.8 Subsequent Registration Rights. Nothing in this Agreement shall prevent
the Company from entering into any agreement with any holder or prospective
holder of any securities of the Company giving such holder or prospective holder
any registration rights.

                             SECTION 6. Other Rights

     6.1 Board of Directors.

          (a) The Company agrees that it will, until such time as Purchaser no
longer owns at least five percent (5%) of the outstanding capital stock of the
Company, nominate an individual designated by the Purchaser (the "Purchaser
Designee") to serve for election to the Company's Board of Directors and shall
not oppose the election of such Purchaser Designee.

          (b) Upon the election of any Purchaser Designee, the Purchaser
Designee shall be added to the Company's insurance policy relating to its
directors and officers, and the Company shall enter into an indemnification
agreement with such Purchaser Designee in form and substance reasonably
satisfactory to the Purchaser Designee and the Purchaser.


                                       11
<PAGE>

        SECTION 7. Conditions to the Purchaser's Obligations at Closing.

     The obligations of the Purchaser under this Agreement are subject to the
fulfillment or waiver by the Purchaser, on or before the Closing, of each of the
following conditions:

     7.1 Representations and Warranties True. Each of the representations and
warranties of the Company contained in Section 3 shall be true and correct on
and as of the date hereof and shall be true and correct in all material respects
on and as of the Closing Date, except as set forth in Schedule 3, with the same
effect as though such representations and warranties had been made as of the
Closing.

     7.2 Performance. The Company shall have performed and complied with all
agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before the Closing and
shall have obtained all approvals, consents and qualifications necessary to
complete the purchase and sale described herein.

         SECTION 8. Conditions to the Company's Obligations at Closing.

     The obligations of the Company to the Purchaser under this Agreement are
subject to the fulfillment or waiver by the Company, on or before the Closing,
of each of the following conditions:

     8.1 Representations and Warranties True. The representations and warranties
of the Purchaser contained in Section 4 shall be true and correct on and as of
the date hereof and shall be true and correct in all material respects on and as
of the Closing Date with the same effect as though such representations and
warranties had been made as of the Closing.

     8.2 Payment of Purchase Price. Purchaser shall have delivered to the
Company funds in an amount equal to the Purchase Price.

                            SECTION 9. Miscellaneous

     9.1 Governing Law. This Agreement shall be governed in all respects by the
internal laws of the State of Minnesota, without regard to its conflict of law
principles.

     792 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Purchaser and the
closing of the transactions contemplated hereby.


                                       12
<PAGE>

     9.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto,
provided, however, that the rights of a Purchaser to purchase the Shares shall
not be assignable without the consent of the Company.

     9.4 Entire Agreement; Amendment This Agreement, the License and Joint
Ownership Agreement between the Company and the Purchaser of even date hereof,
and the other documents delivered pursuant hereto at the Closing constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof and thereof. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

     9.5 Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, by federal express or similar overnight
messenger or otherwise delivered by hand or by messenger, addressed as follows:

     If to the Company:          NVE Corp.
                                 11409 Valley View Road
                                 Eden Prairie, MN 55344
                                 Attn: Daniel A. Baker
                                 Fax:  (952) 996-1600

     With copies to:             Gray Plant Mooty, P.L.L.P.
                                 3400 City Center
                                 33 South Sixth Street
                                 Minneapolis MN 55402
                                 Attn: Daniel R. Tenenbaum, Esq.
                                 Fax:  (612) 333-0066

     If to the Purchaser:        Cypress Semiconductor Corp.
                                 3901 North First Street
                                 San Jose, CA 95134
                                 Attn: ____________________
                                 Fax:  (408) 943-2796

     With copies to:             Cypress Semiconductor Corp.
                                 3901 North First Street
                                 San Jose, CA 95134
                                 Attn: Andrew D. Fortney, Ph.D., Esq.
                                       Emmanuel Hernandez, CFO
                                 Fax:  (408) 545-6911


                                       13
<PAGE>

          Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally, or, if sent by mail, at the earlier of its receipt or 72
hours after the same has been deposited in a regularly maintained receptacle for
the deposit of the United States mail, addressed and mailed as aforesaid or, if
sent by federal express or similar overnight messenger, at the earlier of its
receipt or 24 hours after the same has been deposited with such service.

     9.6 Delays or Omissions. Except as expressly provided herein, no delay or
omission to exercise any right, power or remedy accruing to Purchaser, upon any
breach or default of the Company under this Agreement, shall impair any such
right, power or remedy of Purchaser nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of Purchaser of any breach or default under this
Agreement, or any waiver on the part of Purchaser of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

     9.7 Expenses. The Company and the Purchaser shall each bear its own
expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby.

     9.8 Counterparts. This Agreement may be executed in counterparts, each of
which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.

     9.9 Severability. In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said
provision; provided that no such severability shall be effective if it
materially changes the economic benefit of this Agreement to any party.

     9.10 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not considered in construing or
interpreting this Agreement.

     9.11 Press Release. The Company will allow the Purchaser to review any
press releases relating to this Agreement and or the License and Joint Ownership
Agreement dated of even date herewith (the "License and Joint Ownership
Agreement"). The final content of such press release will be subject to the
approval of the Purchaser, which approval shall not be unreasonably withheld.
Notwithstanding the foregoing, Purchaser understands and agrees that the Company
will be required under applicable securities to issue a press release and file a
copy


                                       14
<PAGE>

of both this Agreement and the License and Joint Ownership Agreement with the
SEC in connection with its public filings.

The foregoing Purchase Agreement is hereby executed as of the date first above
written.

                                        "COMPANY"
                                        NVE Corporation

                                        By:    /s/ Daniel A. Baker
                                           -------------------------------------
                                          Its: President & CEO


                                        "PURCHASER"
                                        Cypress Semiconductor Corporation

                                     By:     /s/ T.J. Rodgers
                                        ----------------------------------------
                                       Its:  President & CEO
<PAGE>
                                  Schedule 3.3
                                 Capitalization

<TABLE>
<S>                                                           <C>
Common Stock authorized:                                      30,000,000 shares, $0.01 par value

Stock authorized, all types:                                  50,000,000 shares

Common Stock outstanding as of January 31, 2002:              17,177,406 shares, $0.01 par value

Stock options and warrants reserved as of January 31, 2002
(2000 NVE Corporation Stock Option Plan as amended)           5,000,000 shares

Approximate options and warrants outstanding
as of January 31,2002                                         1,096,000
</TABLE>


                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>cy-warr.txt
<DESCRIPTION>STOCK PURCHSE WARRANT
<TEXT>
                               NVE CORPORATION
                       COMMON STOCK PURCHASE WARRANT


          NVE CORPORATION, a Minnesota corporation (the "Company"), hereby
agrees that, for value received, Cypress Semiconductor Corporation (the
"Holder"), is entitled, subject to the terms set forth below, to purchase
from the Company at any time or from time to time after April 12, 2002 and
before 5:00 p.m., Central Time, on April 11, 2005, Two Million (2,000,000)
shares of the common stock of the Company, $0.01 par value (the "Common
Stock"), at a price per share of $3.00.

          1.  Exercise of Warrant.  The purchase rights exercisable under
this Warrant shall be exercised by the Holder surrendering this Warrant with
the Exercise Form attached hereto duly executed by such Holder, to the
Company at its principal office, accompanied by payment, in cash or by
certified or official bank check payable to the order of the Company, of the
purchase price payable in respect of the Common Stock being purchased.  The
minimum number of shares that can be purchased upon any exercise of this
warrant shall be 100,000.  If less than all of the Common Stock is purchased,
the Company will, upon such exercise, execute and deliver to the Holder
hereof a new Warrant (dated the date hereof) evidencing the number of shares
of the Common Stock not so purchased.  As soon as practicable after the
exercise of this Warrant and payment of the purchase price, the Company will
cause to be issued in the name of and delivered to the Holder hereof, or as
such Holder may direct, a certificate or certificates representing the shares
purchased upon such exercise. The Company may require that such certificate
or certificates contain on the face thereof a legend substantially as
follows:

          "The transfer of the shares represented by this certificate is
restricted pursuant to the terms of a Common Stock Purchase Warrant dated
April 12, 2002, issued by NVE Corporation a copy of which is available for
inspection at the offices of NVE Corporation. Transfer may not be made except
in accordance with the terms of the Common Stock Purchase Warrant.  In
addition, no sale, offer to sell or transfer of the shares represented by
this certificate shall be made unless a Registration Statement under the
Securities Act of 1933, as amended, and applicable state laws with respect to
such shares is then in effect or exemptions from the registration
requirements of such Act and applicable state laws are available."

          2. Adjustment of Purchase Price.  In the event the Company shall at
any time hereafter subdivide or combine its outstanding shares of Common
Stock, or declare a dividend payable in Common Stock, the exercise price in
effect immediately prior to the subdivision, combination or record date for
such dividend payable in Common Stock shall forthwith be proportionately
increased, in the case of combination, or proportionately decreased, in the
case of subdivision or declaration of a dividend payable in Common Stock, and
each share of Common Stock purchasable upon exercise of the Warrant shall be
changed to the number determined by dividing the then current exercise price
by the exercise price as adjusted after such subdivision, combination or
dividend payable in Common Stock.

          No fractional shares of Common Stock are to be issued upon the
exercise of the Warrant, but the Company shall pay a cash adjustment in
respect of any fraction of a share which would otherwise be issuable in an
amount equal to the same fraction of the market price per share of Common
Stock on the day of exercise as determined in good faith by the Company.
<PAGE>
          In the event of any capital reorganization or any reclassification
of the shares of Common Stock of the Company, or in the case of any
consolidation with or merger of the Company into or with another corporation,
or the sale of all or substantially all of its assets to another corporation
effected in such a manner that the holders of common shares shall be entitled
to receive stock, securities or assets with respect to or in exchange for
Common Stock, then, as a part of such reorganization, reclassification,
consolidation, merger or sale, as the case may be, lawful provision shall be
made so that the Holder of the Warrant shall have the right thereafter to
receive, upon the exercise hereof, the kind and amount of shares of stock or
other securities or property which the Holder would have been entitled to
receive if, immediately prior to such reorganization, reclassification,
consolidation or merger, the Holder had held the number of shares of Common
Stock which were then purchasable upon the exercise of the Warrant.  In any
such event, appropriate adjustment (as determined in good faith by the Board
of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interest
thereafter of the Holder of the Warrant, to the end that the provisions set
forth herein (including provisions with respect to adjustments of the
exercise price) shall thereafter be applicable, as nearly as reasonably may
be, in relation to any shares of stock or other property thereafter
deliverable upon the exercise of the Warrant.

          3.  Transferability.  Neither this Warrant nor the shares of Common
Stock of the Company issuable upon exercise of the Warrant have been
registered under the Securities Act of 1933, as amended, nor any state
securities laws.  Prior to making any disposition of the Warrant or of any
Common Stock purchased upon exercise of the Warrant, the Holder will give
written notice to the Company describing briefly the manner of any such
proposed disposition.  The Holder will not make any such disposition until
(i) the Company has notified the Holder that, in the opinion of its counsel,
registration under the Securities Act of 1933 and applicable state laws is
not required with respect to such disposition, or (ii) appropriate
registrations covering the proposed distribution have been filed by the
Company and have become effective.  The Company agrees that, upon receipt of
written notice from a Holder with respect to such proposed distribution, it
will use its best efforts, in consultation with such Holder's counsel, to
ascertain as promptly as possible whether or not registration is required and
will advise the Holder promptly with respect thereto.

          The Company shall have no obligation to recognize any transfer of
this Warrant or the Common Stock purchasable upon exercise of this Warrant
which is not made in compliance with this provision.  Until the Warrant or
the Common Stock purchasable hereunder is transferred on the books of the
Company, the Company may treat the Holder as the absolute owner hereof for
all purposes without being affected by any notice to the contrary.

          4.  Reservation of Common Stock.  A number of shares of Common
Stock sufficient to provide for the exercise of the Warrant upon the basis
herein set forth shall at all times be reserved for the exercise thereof.

          5. Miscellaneous.  The Company will not, by amendment of its
Articles of Incorporation or through reorganization, consolidation, merger,
dissolution or sale of assets, or by any other voluntary act or deed, avoid
or seek to avoid the observance or performance of any of the covenants,
stipulations or conditions to be observed or performed hereunder by the
Company, but will at all times in good faith assist, insofar as it is able,
in the carrying out of all provisions hereof and in the taking of all other
action which may be necessary in order to protect the rights of the Holder
hereof.
<PAGE>
          The representations, warranties and agreements herein contained
shall survive the exercise of this Warrant.

          All shares of Common Stock or other securities issued upon the
exercise of the Warrant shall be validly issued, fully paid and
nonassessable.

          IN WITNESS WHEREOF this Warrant been duly executed by NVE
Corporation effective as of this 12th day of April, 2002.

                                                  NVE CORPORATION


                                                  By: /s/Daniel Baker
                                                      ----------------

                                                  Its: President & CEO
                                                       ---------------
<PAGE>
EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)


To NVE Corporation, Inc.:

The undersigned, the holder of the within warrant, hereby irrevocably elects
to exercise the purchase right represented by such warrant for, and to
purchase thereunder _________* shares of common stock of NVE Corporation, and
herewith makes payment of  $________________ therefor, and requests that the
certificate(s) for such shares be issued in the name of, and be delivered
to_________________, whose address is _______________________


Dated:______________________   ______________________________

                               (Signature must conform in all respects to the
                               name of holder as on the face of the warrant)


                               ______________________________
                               (Address)


                               ______________________________
                               (Address - City - State - Zip)


                     --------------------------------
*Insert here all or such portion of the number of shares called for on the
face of the within warrant with respect to which the Holder desires to
exercise the purchase right represented thereby, without adjustment for any
other or additional stock, other securities, property or cash which may be
deliverable on such exercise.
                     --------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>cy-licen.txt
<DESCRIPTION>LICENSE AGREEMENT
<TEXT>
                    LICENSE AND JOINT OWNERSHIP AGREEMENT

     WHEREAS, NVE owns or controls intellectual property and technology
(including patent and patent applications) in various countries of the world
relating to magnetoresistive memory devices for computers;

     WHEREAS, Cypress desires to receive a nonexclusive, worldwide
license to such intellectual property and technology;

     WHEREAS, Cypress owns or controls intellectual property and technology
(including patent and patent applications) in the U.S. and various countries of
the world relating to semiconductor process and/or manufacturing technology,
magnetic tunnel junction process and/or manufacturing technology and
magnetoresistive memory devices;

     WHEREAS, NVE desires to receive a nonexclusive, worldwide license to such
intellectual property and technology;

     WHEREAS, Contemporaneously with this License and Joint Ownership
Agreement, Cypress and NVE are entering into a Stock Purchase Agreement under
which Cypress agrees to purchase NVE common stock which will allow NVE to
further develop its business and to assist Cypress in  developing its MRAM
business;

     WHEREAS, in connection with this License and Joint Ownership
Agreement and the Stock Purchase Agreement, Cypress has also agreed to
provide NVE with a supply of certain components used to manufacture
magnetoresistive memory devices at a preferential price as more fully detailed
herein;

     NOW, THEREFORE, for and in consideration of the premises, covenants and
mutual promises contained herein, the parties hereby agree as follows:

I.   DEFINITIONS

     A.    "NVE MRAM Technology" means all intellectual property owned or
controlled by NVE or its Affiliates, including, without limitation, patents,
patent applications, copyrights, computer programs, trade secrets, mask works,
drawings, designs, formulas and any other know-how, as of the date hereof or
which is developed by NVE or any of its Affiliates, employees, consultants or
contractors during the term of this License and Joint Ownership Agreement, and
which relates to the design, development, processing, creating, manufacturing,
testing, using, selling or providing services with respect to products having
the principal purpose of storing data using magnetoresistive materials or
properties. NVE MRAM Technology includes, but is not limited to, the issued
U.S. patents and pending U.S. patent applications that are listed in Schedule 1
attached hereto, as well as any foreign counterparts (as listed on Schedule 2),
any renewal, continuation, continuation-in-part or divisional applications
thereof and any patents or reissue, extension, substitution, confirmation,
revalidation, revision, addition or re-examination patents issuing therefrom
(together with any future patents or patent applications covering inventions or
improvements included in NVE MRAM Technology, the "NVE Patent Rights").

     B.    "MRAM Products" means products used for the principal purpose of
storing data using magnetoresistive materials or properties, or services
related thereto. MRAM Products does not include any products (or related
services) having the principal purpose of giant magnetoresistive sensing or
isolation.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

     C.    "Affiliate" shall mean an individual or entity which
controls, is controlled by, is under common control with, or is a result from
the division of one of the parties to this Agreement.

     D.    "Subsidiary" shall mean any entity in which one of the
parties holds at least a majority ownership stake.  With respect to Cypress,
Subsidiary shall specifically include Silicon Magnetic Systems.

     E.    "Cypress Technology" means all intellectual property owned or
controlled by Cypress or its Subsidiaries or Affiliates, including, without
limitation, patents, patent applications, copyrights, computer programs,
trade secrets, mask works, drawings, designs, formulas and any other know-
how, as of the date hereof or which is developed by Cypress or any of its
Subsidiaries, Affiliates, employees, consultants or contractors during the
term of this License and Joint Ownership Agreement, or which is owned by
third parties and subsequently licensed to Cypress (provided that Cypress has
secured the right to grant sublicenses with respect to such technology), and
which relates to the actual or planned design, development, processing,
manufacturing, testing, using, selling or providing services with respect to
products capable of storing data using magnetoresistive materials or
properties. Cypress Technology includes, but is not limited to, issued U.S.
patents and pending U.S. patent applications (as listed on Schedule 3), as
well as any foreign counterparts, any renewal, continuation, continuation-in-
part or divisional applications thereof and any patents or reissue,
extension, substitution, confirmation, revalidation, revision, addition or
re-examination patents issuing therefrom (together with any future patents or
patent applications covering inventions or improvements included in Cypress
Technology, the "Cypress Patent Rights").

II.  GRANT

     A.    NVE hereby grants to Cypress a worldwide, nontransferable (except as
specifically provided herein) nonexclusive royalty free license under the NVE
MRAM Technology to make, have made, lease, use, sell, offer to sell, import and
otherwise dispose of MRAM Products. It is recognized and agreed that the
foregoing license grant (i) allows Cypress to use a third party to make MRAM
Products exclusively for Cypress, which Cypress may then use, sell, offer to
sell or import, and (ii) includes the right to (a) practice any process or
method involved in the manufacture or use of MRAM Products, (b) use, make or
have made any instrumentality or aggregate of instrumentalities primarily
designed for use in fabrication or manufacture of MRAM Products, (c) practice
any process or method involved in the use of such instrumentalities, and
(d) copy, prepare derivative works of and use the NVE MRAM Technology.

     B.    NVE hereby forever grants to the customers and users of
MRAM Products that are sold or leased by Cypress or its Affiliates pursuant
to this License and Joint Ownership Agreement a worldwide, royalty-free,
nonexclusive immunity from suit or claims by NVE under the NVE MRAM
Technology for the use, sale or lease of such MRAM Products, provided that
such immunity for customers and users shall extend only to the use, sale or
lease of such particular MRAM Products that were obtained directly or
indirectly from Cypress or its Subsidiaries or Affiliates.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

     C.    Cypress hereby grants to NVE a worldwide, nontransferable
(except as specifically provided herein) nonexclusive royalty free license
(without the right to sublicense except to NVE's Affiliates) under the
Cypress Technology to make, have made, lease, use, sell, offer to sell and
import MRAM Products and any related components and parts thereof.  In the
event that NVE grants a sublicense to a NVE Affiliate, such sublicense must
preclude NVE or any other party from any rights so sublicensed.  It is
recognized and agreed that the foregoing license grant (i) allows NVE to use
a third party to make MRAM Products for NVE, which NVE may then use, sell,
offer to sell or import, and (ii) includes the right to (a) practice any
process or method involved in the manufacture or use of MRAM Products,
(b) use, make or have made any instrumentality or aggregate of
instrumentalities primarily designed for use in fabrication or manufacture of
MRAM Products, (c) practice any process or method involved in the use of such
instrumentalities, and (d) copy, prepare derivative works of and use the
Cypress Technology.

     D.    Cypress hereby forever grants to the customers and users of MRAM
Products that are sold or leased by NVE or its Affiliates pursuant to this
License and Joint Ownership Agreement a worldwide, royalty-free, nonexclusive
immunity from suit or claims by Cypress under the Cypress Technology for the
use, sale or lease of such MRAM Products, provided that such immunity for
customers and users shall extend only to the use, sale or lease of such
particular MRAM Products that were obtained directly or indirectly from NVE or
its Affiliates and for which Cypress was either paid (or specifically not
entitled to payment of) a royalty under Section VII B of this License and Joint
Ownership Agreement.

III. TERM

     A.    Unless terminated as otherwise provided herein, the term of this
License and Joint Ownership Agreement (the "Term") shall expire upon the later
of (i) the last to expire of any patents included in the NVE or Cypress Patent
Rights that relate to inventions made, created or conceived prior to June 2,
2004 or (ii) January 1, 2020.  After expiration, but not termination, of the
Term, Cypress shall have a fully paid-up, royalty-free, perpetual nonexclusive
license to use the NVE MRAM Technology under expired patents and technology
related thereto to make, sell, offer for sale, use, import into the U.S. and
otherwise dispose of MRAM Products and to have MRAM Products made using the NVE
MRAM Technology for sale, offers for sale, use, importation into the U.S.
and/or other disposal, and NVE shall have a fully paid-up, royalty-free,
perpetual nonexclusive license to use the Cypress Technology under expired
patents and technology related thereto to make, sell, offer for sale, use,
import into the U.S. and otherwise dispose of MRAM Products and to have MRAM
Products made using the Cypress Technology for sale, offers for sale, use,
importation into the U.S. and/or other disposal.

     B.    In the event of a material breach of this License and Joint
Ownership Agreement by either party, the other party may terminate this
License and Joint Ownership Agreement after giving three (3) months' written
notice.  Notwithstanding the foregoing, this License and Joint Ownership
Agreement shall remain in full force and effect if the breach is cured within
said three (3) month period or the parties agree in writing to renegotiate
this License and Joint Ownership Agreement.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

     C.    NVE shall have the right to terminate this License and Joint
Ownership Agreement immediately if NVE has not received from Cypress the supply
of MRAM wafers under the terms described in Section VII A below and as more
fully detailed in Appendix A.

     D.    Expiration or termination of this License and Joint Ownership
Agreement for any reason shall be without prejudice to any rights that have
accrued to the benefit of either party prior to such expiration or termination.
Any accrued obligations, including, without limitation those under Paragraph
VIII, the provisions of Paragraphs II B, III A (last sentence), IV, VI B, IX,
XI A, XI B 2-5, XIII, XVI, XVII, XVIII, and XIX, and the payment obligations of
NVE under the Foundry Manufacturing Agreement in Appendix A shall survive
expiration or termination of this Agreement.

IV.  OWNERSHIP AND IMPROVEMENTS

     A.    Upon execution of this License and Joint Ownership Agreement by the
parties, a joint and undivided ownership interest in the NVE MRAM Technology,
including the "NVE Patent Rights," shall vest in Cypress and Silicon Magnetic
Systems, effective as of the date of this Agreement, and NVE agrees to assign
such joint ownership interest to Cypress and Silicon Magnetic Systems upon
reasonable request from Cypress.  However, it is mutually understood and agreed
that nothing contained herein shall be construed as granting to Cypress or and
Silicon Magnetic Systems any other right to the NVE MRAM Technology or any
other intellectual property of NVE.  Notwithstanding the vesting of the
foregoing joint ownership interest in the NVE MRAM Technology, neither Cypress
nor and Silicon Magnetic Systems acquire any rights by virtue of its joint
ownership except as specifically set forth elsewhere in this License and Joint
Ownership Agreement.

     B.    It is mutually understood and agreed that nothing contained herein
shall be construed as granting to NVE any other right to the Cypress Technology
or any other intellectual property of Cypress.  Cypress is and shall remain the
sole and exclusive owner of all the Cypress Technology owned by it and any
improvements it makes to the Cypress Technology.

     C.    Both parties hereto recognize and acknowledge that, in addition to
the rights granted hereunder, during the term of this Agreement, each may enter
into negotiations with ** relating
to MRAM technology.  In such event, each party agrees that, should it enter
into negotiations or contact or be contacted by ** regarding an agreement
which relates to the grant of rights to MRAM technology, it will notify the
other party of such negotiations or contact and will not, without the other
party's prior written consent, which shall not be unreasonably withheld, enter
into any such agreement.

     D.    In the event that a third party who has not licensed NVE MRAM
technology claims infringement by Cypress on the third party's intellectual
property, Cypress will notify NVE, and NVE will not, without Cypress' prior
written consent, which will not be unreasonably withheld, enter into a
license agreement with the third party.  This prohibition will be limited to
two parties besides **.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

V.   DRAWINGS AND ENGINEERING

     NVE agrees to furnish to Cypress, as they are needed or requested by
Cypress, such standard detailed engineering and shop drawings, specifications,
design criteria, application information, mask works and computer software
applicable to MRAM Products, including their manufacture, use and testing and
the instrumentalities for use in their fabrication or manufacture, as NVE has
prepared and will prepare during the Term.

VI.  WARRANTIES; LIABILITY/INDEMNIFICATION
     A.    1.    Joint Warranties and Representations.  Except as provided in
Section VI B below, each party, to the best of its knowledge, warrants and
represents that as of the effective date of this License and Joint Ownership
Agreement: (i) it owns or controls all right, title and interest in its
respective MRAM Technology and has the right to grant the license herein;
(ii) it has not granted, and will not grant, any rights to its respective MRAM
Technology in conflict with this License and Joint Ownership Agreement;
(iii) it has no knowledge of any facts that would (a) affect the validity or
enforceability of any patents in its MRAM Technology, (b) prevent the issuance
of patents with respect to any pending patent applications included in the
respective party's Patent Rights, or (c) suggest that either party's Patent
Rights may be subject to an interference action or challenge; (iv) it is not
aware of any third-party patents (or pending patent applications that could
result in issued patents) that would be necessary to practice its MRAM
Technology to which it does not have a license or to which it would not be
capable of obtaining a license; (v) it believes, without having made any
independent legal or factual investigation into the issue, that neither the
United States government nor any other government has an interest in or imposed
restrictions (other than export control) upon its MRAM Technology; (vi) it has
the corporate power, authority and legal right to enter into this License and
Joint Ownership Agreement and to perform its obligations hereunder and has
taken all necessary corporate action to authorize the execution and delivery of
this License and Joint Ownership Agreement and the performance of its
obligations hereunder.

           2.    NVE WARRANTIES AND REPRESENTATIONS.  NVE warrants that
(i)  except for the rights of Honeywell, Motorola, Inc., Union Semiconductor
Technology Corporation, and a party to whom Honeywell may have transferred
some of its rights, and the customary rights of the United States government
relative to technology that was developed, in part, by funding obtained from
the United States government, no other party currently has an interest in or
license or option to the NVE MRAM Technology; (ii) Schedule 1 contains a true
and complete list of all patent and patent applications owned by NVE relating
to the NVE MRAM Technology as of the date of this Agreement.

            3.   DISCLAIMER.  THE FOREGOING WARRANTIES ARE MADE BY EACH PARTY
EXPRESSLY IN LIEU OF AND IN EXPRESS DISCLAIMER OF ANY OTHER EXPRESS OR
IMPLIED WARRANTIES, INCLUDING, BUT NOT BY WAY OF LIMITATION, THE WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF ANY MRAM PRODUCTS.

VII. SUPPLY AGREEMENT

     A.    In exchange for the grant of rights to the NVE MRAM Technology under
this License and Joint Ownership Agreement, Cypress agrees to sell to NVE MRAM
wafers on pricing and terms which are outlined on Appendix A attached to this
License and Joint Ownership Agreement.  Such sales shall be made on standard
and customary business terms, all as more fully detailed on Appendix A.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

VIII.  RECORDS
     A.    Cypress does not need to provide records of its sales of MRAM
Products.

IX.    EXPORT LAWS.

     A.    Cypress shall comply with all laws, rules, and regulations of the
United States and any foreign countries concerning the export, reexport, or
other transfer of information, technical data or MRAM Products and shall not
knowingly take any action that would subject NVE to any liability, criminal
or civil, under such laws, rules, and regulations.

     B.    NVE shall comply with all laws, rules, and regulations of
the United States and any foreign countries concerning the export, reexport,
or other transfer of information, technical data or MRAM Products and shall
not knowingly take any action that would subject Cypress to any liability,
criminal or civil, under such laws, rules, and regulations.

X.   PATENT PROSECUTION AND MAINTENANCE

     Each party shall, at its expense, diligently prosecute, maintain and
defend all patents and patent applications included in its respective Patent
Rights.  NVE shall have the sole responsibility to prosecute and maintain any
patents or applications naming only NVE employees as inventors and based on
work performed for NVE in said inventors' capacity as NVE employees.  NVE shall
keep Cypress currently advised of all major actions taken in the prosecution,
maintenance and defense of NVE's Patent Rights and furnish Cypress upon request
with copies of all substantive communications to and from applicable patent
offices regarding NVE's Patent Rights, and shall do so in a manner enabling
Cypress to provide its input into and/or on said actions, subject to the
confidentiality provisions of this Agreement.

XI.  INFRINGEMENT

     A.    Infringement by Cypress.  In the event of any charge of infringement
against Cypress arising from the manufacture, use or sale by Cypress of MRAM
Products, Cypress shall give NVE notice thereof, and Cypress may defend itself
against such charge of infringement, such defense to be at Cypress's expense
unless NVE's warranties in Paragraph VI A shall prove to have been untrue as of
the effective date of this Agreement and any such false warranties are
materially related to the charge of infringement.

     B.    Infringement by Third Party.   In the event that either
party determines that a third party is making, using or selling a product
that may "Substantially Infringe," as defined below, the NVE MRAM Technology,
such party will promptly notify the other party in writing.

           1.    NVE may, at its sole option and expense
and within ninety (90) days from the receipt of notice of a
Substantial Infringement (the "Infringement Notice
Period"), either (i) bring suit against such alleged
infringer and diligently pursue such suit or (ii) cause the
cessation of such infringement.  All recoveries in such
suit shall belong to NVE.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

           2.    Notwithstanding the ability of NVE to
respond to Substantial Infringement as described
immediately above, NVE grants to Cypress the right, upon
notice to NVE during the Infringement Notice Period
(including any mutually agreed extensions), to enforce the
Patent Rights on behalf of NVE as if such enforcement were
performed by NVE itself, subject to any previous allocation
of such right to enforce the Patent Rights that NVE may
have previously granted. In any action taken to enforce
such Rights, Cypress shall have the further rights to (i)
seek and obtain injunctive relief and/or (ii) subject to
mutual agreement by and among Cypress, NVE and the
sublicensee (with each of Cypress and NVE being obligated
to negotiate in good faith regarding such agreement), grant
sublicenses for a royalty, such sublicenses being of the
same or lesser scope than that of the license granted to
Cypress herein.  NVE and Cypress expressly understand that
the existence of any limitations on Cypress's rights to
enforce the Patent Rights arising out of NVE's previous
license agreements does not constitute breach of NVE's
representations and warranties under this License and Joint
Ownership Agreement or the Stock Purchase Agreement.  In
any such enforcement by Cypress, Cypress will be solely
responsible for its attorney's fees and other costs, and
will be entitled to all recoveries from whatever
enforcement actions it takes, without any obligation to
account to NVE for any such recoveries.

           3.    "Substantially Infringe," as used herein, shall
mean an action which (a) infringes the NVE MRAM Technology as it
relates to the manufacture, distribution, or sale of MRAM
Products; and (b) has a significant impact, or is likely in
the future to have a potential significant impact, on the
market for MRAM Products.

           4.    In connection with any action brought by Cypress
hereunder, NVE agrees that Cypress may join NVE as a party
to such action or bring such action in NVE's name to the
extent required by applicable law.  Further, NVE shall
provide Cypress reasonable assistance in connection with
any such action (including, without limitation, making its
employees and agents reasonably available for purposes of
consultation, depositions, preparation of affidavits and
trial or other testimony), at Cypress' expense.

           5.    The party prosecuting an infringement action
hereunder shall have the right to select its own counsel
and prosecute the action in accordance with the advice of
its own counsel.  However, the prosecuting party shall keep
the other party promptly informed of, and shall consult
reasonably with the other party, regarding the status of
the action and strategy with respect to prosecution of the
action.  The prosecuting party shall provide the other
party with copies of all substantive documents filed in,
and written communications relating to the suit.  The
prosecuting party shall not abandon, settle or compromise
the action without the other party's prior written consent,
which shall not be unreasonably withheld.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

XII.     ASSIGNMENT

     Neither party may assign or otherwise transfer, in whole or in part, any
rights or obligations under this License and Joint Ownership Agreement without
the other party's prior written consent, except either party may, without such
consent, assign or transfer, in whole but not in part, this License and Joint
Ownership Agreement or all of its rights and obligations hereunder (a) in
connection with a merger, consolidation or reorganization of the party or to a
purchaser of all or substantially all of its assets, or (b) to a Subsidiary or
Affiliate.

XIII.     CONFIDENTIALITY

     A.    All confidential information of either Cypress or NVE (as disclosing
parties) furnished to NVE or Cypress, respectively (as receiving parties),
during or prior to the Term and that relates to the subject matter hereof shall
be kept confidential by the receiving party if such confidential information is
in writing and marked CONFIDENTIAL, or, if disclosed orally, is reduced to
writing by the disclosing party within thirty (30) days of such oral disclosure
and that writing is marked CONFIDENTIAL and except insofar as disclosure of
such confidential information is reasonably necessary in connection with
manufacturing, marketing or sale by Cypress of MRAM Products or in connection
with the assignment or transfer by Cypress to others of rights under this
License and Joint Ownership Agreement.  Any disclosure of confidential
information in contemplation of such an assignment or transfer must occur under
conditions of confidentiality substantially similar to those contained herein.
The receiving party shall not make any use of any such confidential information
except for the purposes and in the manner contemplated by this License and
Joint Ownership Agreement; provided that either party may disclose confidential
information (i) as required by law or (ii) to its officers and employees who
require the information for the purposes contemplated by this License and Joint
Ownership Agreement, and provided further that such officers and employees are
subject to like obligations of confidentiality with respect to such
information.

     B.     Notwithstanding the provisions of Paragraph XIII A, the obligations
of confidence and nonuse herein assumed by Cypress and NVE shall not apply to
information that the party attempting disclosure can document:

           1.    was, at the time of disclosure, or thereafter becomes, a
part of the public domain through no fault of the receiving party; or

           2.    was otherwise in the receiving party's lawful possession in
written form prior to the disclosure by the disclosing party; or

           3.    was lawfully disclosed to the receiving party on a
nonconfidential basis by a third party who is not in violation of an obligation
of confidentiality to the disclosing party with respect to such information.

     D.    Neither party may (i) mention the other party's name in any
advertising, unless previously approved by the other party or required by law
or (ii) claim any sort of exclusive rights in the technology of the other
party.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

XIV. CLAIMS CANCELED, DISCLAIMED OR  INVALIDATED

     A.    If, during the Term, any patent claim included in the NVE Patent
Rights is disclaimed or becomes canceled or of no force or effect by operation
of law (as through an adverse interference judgment or otherwise), then such
claim shall be considered as no longer included in the NVE Patent Rights unless
and until it becomes reinstated, beginning with the date of such disclaimer or
cancellation or the date it becomes of no force or effect.  Neither party shall
disclaim or otherwise seek to have or voluntarily allow any patent claims
included in the NVE Patent Rights to be canceled without first conferring with
and receiving the written consent of the other party.

      B.   If, during the Term, a claim included in the Patent Rights
shall be construed or held invalid by a court of competent jurisdiction from
whose decision no appeal is taken, then for the purpose of this License and
Joint Ownership Agreement the construction placed on such claim shall
thereafter be followed and any claims so held invalid shall be ignored.

XV.  NOTICES

     All notices given by either party under this License and Joint Ownership
Agreement shall be in writing and shall be sent by telefax, generally
recognized next business day courier, or first-class express, registered or
certified mail, return receipt requested, postage or other charges prepaid, to
the party, at its address identified below.

FOR Cypress and Silicon Magnetic      Cypress Semiconductor Corporation
Systems:                              3901 North First Street
                                      San Jose, CA 95134
                                      Attention: Jeffrey Kaszubinski
With a copy to:                       Cypress Semiconductor Corporation
                                      3901 North First Street
                                      San Jose, CA 95134
                                      Attention: Andrew D. Fortney, Ph.D., Esq.
FOR NVE:                              NVE Corporation
                                      11409 Valley View Road
                                      Eden Prairie, MN 55344
                                      Attention:  Daniel A. Baker
With a copy to:                       Gray Plant Mooty
                                      3400 City Center
                                      33 South Sixth Street
                                      Minneapolis, Minnesota 55402-3796
                                      Attention: Daniel R. Tenenbaum

Any such notice shall be considered given on the date deposited in the mails,
delivered to the courier or confirmed as received by telefax machine.

XVI. APPLICABLE LAW

     This License and Joint Ownership Agreement shall be deemed to be entered
into and governed by the laws of the State of Minnesota.

<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

XVII. CONSENT TO JURISDICTION

     Each of the parties hereto hereby irrevocably and unconditionally consents
to submit to the exclusive jurisdiction of the courts of the State of Minnesota
or the United States of America located in the State of Minnesota for any
actions, suits or proceedings arising out of or relating to this License and
Joint Ownership Agreement and the transactions contemplated hereby and agrees
not to commence any action, suit or proceeding relating hereto except in such
courts or pursuant to the arbitration clause contained in Section XIX C, and
further agrees that service of any process, summons, notice or document by
United States registered or certified mail in accordance with Paragraph XV
shall be effective service of process for any action, suit or proceeding
brought in any such court.  Each of the parties hereto hereby irrevocably and
unconditionally waives any objection to personal jurisdiction and the laying of
venue of any action, suit or proceeding arising out of this License and Joint
Ownership Agreement or the transactions contemplated hereby, in the courts of
the State of Minnesota or the United States of America located in the State of
Minnesota, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.

XVIII. NONSOLICITATION

     Neither party shall, for a period of two (2) years from the date of
this License and Joint Ownership Agreement, solicit, or attempt to solicit,
any employee of the other party.

XIX. MISCELLANEOUS PROVISIONS
     A.    Entire Agreement.  This License and Joint Ownership Agreement
constitutes the entire understanding of the parties with respect to the subject
matter contained herein and shall supersede all previous communications,
representations or understandings, either oral or written, between the parties
relating to the subject matter hereof.  No amendment or modification of this
License and Joint Ownership Agreement shall be valid or binding on the parties
unless signed by their respective duly authorized officers.

     B.    Severability.  All provisions of this License and Joint
Ownership Agreement shall be deemed severable.  The enforceability,
illegality or invalidity of any provision herein or portion thereof shall not
affect the enforceability, legality or validity of any other, further or
additional provision hereof, all of which shall remain valid, binding and
enforceable in accordance with their terms.  Should any provision, term or
condition of this License and Joint Ownership Agreement be held
unenforceable, illegal or invalid, such provision, term or condition shall be
curtailed and limited only to the extent necessary to bring it within the
requirement of the law.

     C.    Arbitration.  Any and all disputes arising in connection with this
License and Joint Ownership Agreement that cannot be settled by negotiation
between the parties hereto shall, at the request of either or both parties, be
referred to and finally settled under the then prevailing Rules of the American
Arbitration Association by one or more arbitrators appointed in accordance with
said Rules.  Notwithstanding any provisions of such Rules or any applicable
state or federal law, the parties agree that the arbitrator cannot award
exemplary or punitive damages.  Judgment upon the award may be entered in any
court having jurisdiction.  All arbitration proceedings shall take place in
Minneapolis, Minnesota.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

     D.    Waiver.  Any failure or delay on the part of either party
in the exercise of any right or privilege hereunder shall not operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
privilege preclude other or further exercise thereof of any other right or
privilege.

     E.    Successors.  The rights and benefits of this License and Joint
Ownership Agreement shall inure to the benefit of, and be enforceable by, the
successors and permitted assigns of the parties.

     F.    No Other Rights Granted.  It is mutually understood and
agreed that Cypress receives no licenses or rights whatsoever, by implication
or otherwise, under any other patents or applications owned or controlled by
NVE, except those specifically granted by NVE by the terms of this License
and Joint Ownership Agreement.  It is further mutually understood and agreed
that NVE receives no licenses or rights whatsoever, by implication or
otherwise, under any other patents or applications owned or controlled by
Cypress, except those specifically granted by Cypress by the terms of this
License and Joint Ownership Agreement.

     G.    Mutual Disclaimers.  This License and Joint Ownership Agreement does
not render either party an agent of the other, or either party liable for any
debts, liabilities or obligations of the other, either now existing or to be
incurred in the performance of this License and Joint Ownership Agreement, and
neither party has any authority to delegate or represent the other.

     H.    Force Majeure.  Neither party shall be liable or in breach
for any delay or failure to perform due to causes beyond its control and
without the fault or negligence of such party, including, but not limited to,
acts of God, acts of the public enemy, acts of any government, fires, floods,
epidemics, quarantine restrictions, strikes or embargoes.

     I.    Bankruptcy.  All rights and licenses granted under or pursuant to
this License and Joint Ownership Agreement are, and shall otherwise be deemed
to be, for purposes of Section 365(n) of Title 11, U.S. Code (the "Bankruptcy
Code"), licenses of rights to "intellectual property" as defined under
Section 101(60) of the Bankruptcy Code.  The parties agree that either party,
as a licensee of such rights under this License and Joint Ownership Agreement,
shall retain and may fully exercise all of its rights and elections under the
Bankruptcy Code.  Each party agrees during the Term to create and maintain
current copies of or, if not amenable to copying, detailed descriptions or
other appropriate embodiments of all such intellectual property licensed
hereunder.  The parties further agree that, in the event of the commencement of
any dissolution, winding up of business, or bankruptcy proceeding by or against
a party under the Bankruptcy Code (unless such party has caused the dismissal
of such proceeding within sixty (60) days from its commencement) (the
"Insolvent Party"), the other party shall be entitled to a complete duplicate
of (or complete access to, as appropriate) any such intellectual property and
all embodiments of such intellectual property, and the same, if not already in
its possession, shall be promptly delivered to such other party, upon the
written request therefor, (a) upon any such commencement of a bankruptcy
proceeding, unless the licensed party elects to continue to perform all of its
obligations under this License and Joint Ownership Agreement, or (b) if not
delivered under the preceding clause (a), upon the rejection of this License
and Joint Ownership Agreement by or on behalf of the Insolvent Party.

<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

     J.    Review of Agreement.  This License and Joint Ownership
Agreement has been submitted to the scrutiny of both parties and their
respective counsel and shall be given a fair and reasonable interpretation in
accordance with the words hereof, without consideration or weight being given
to its being drafted, in whole or in part, by or for one of the parties.

     K.    Counterparts.  This License and Joint Ownership Agreement may be
executed in counterparts, any one of which need not contain the signatures of
more than one party, but all of which, taken together, shall constitute one and
the same agreement.

     L.    NVE shall use its best efforts to cause its Affiliates to make
available to Cypress NVE MRAM Technology pursuant to the terms of this License
and Joint Ownership Agreement.

     IN WITNESS WHEREOF, the parties have hereunto executed this License and
Joint Ownership Agreement effective as of the date first written above.

           NVE
           NVE Corporation

           By:     /s/ Daniel Baker
           Name:       Daniel Baker
           Title:      President & CEO


           Cypress
           Cypress Semiconductor Corporation

           By:    /s/ T.J. Rodgers
           Name:      T.J. Rodgers
           Title:     CEO
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

Schedule 1.  NVE MRAM Patents

U.S. Patent #     Title                                 Inventors    Issue Date
- -------------------------------------------------------------------------------

5,251,170     Offset Magnetoresistive Memory            J. Daughton     10/5/93

5,420,819     Method for Sensing Data in a Magneto-     A. Pohm         5/30/95
              resistive Memory Using Large Fractions
              of Memory Cell Films for Data Storage.

5,424,236     Method for Forming Offset Magneto-        J. Daughton     6/13/95
              resistive Memory Structures.              A. Pohm

5,569,544     Magnetoresistive Structure Comprising     J. Daughton    10/29/96
              Ferromagnetic Thin Films and Inter-
              mediate Layers of Less Than 30
              Angstroms Formed of Alloys Having
              Immiscible Components.

5,595,830     Magnetoresistive Structure With Alloy     J. Daughton     1/21/97
              Layer Having Two Substantially
              Immiscible Components.

5,636,159     Magnetoresistive Memory Using Large       A. Pohm          6/3/97
              Fractions of Memory Cell Films for
              Data Storage.

5,768,180     Magnetoresistive Memory Using Large       A. Pohm         6/16/98
              Fractions of Memory Cell Films for
              Data Storage.

5,617,071     Magnetoresistive Structure Comprising     J. Daughton      4/1/97
              Ferromagnetic Thin Films and Inter-
              Mediate Alloy Layer Having Magnetic
              Concentrator and Shielding Permeable
              Masses.

5,892,708     Magnetoresistive Memory Using Large       A. Pohm          4/6/99
              Fraction of Memory Cell Films for Data
              Storage.

5,949,707     Giant Magnetoresistive Effect Memory      A. Pohm
9/7/99
              Cell                                      B. Everitt
<PAGE>
5,966,322     Giant Magnetoresistive Effect Memory      A. Pohm
10/12/99
              Cell.                                     B. Everitt

6,021,065     Spin Dependent Tunneling Memory.          J. Daughton
2/1/00
                                                        A. Pohm
                                                        B. Everitt

6,147,900     Spin Dependent Tunneling Memory.          A. Pohm
11/14/00

6,168,860     Magnetic Structure With Stratified        J. Daughton
1/2/01
              Layers.

6,275,411     Spin Dependent Tunneling Memory.          J. Daughton
8/14/01
                                                        A. Pohm
                                                        B. Everitt
<PAGE>
NVE Proprietary and Confidential

NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

NVE MRAM U.S. Patents Pending

USPTO #        Title                                    Inventors     File Date

09/814,637     Read Heads in Planar Monolithic           A. Pohm        3/22/01
               Integrated Circuit Chips.

09/673,827     Magnetic Memory Coincident Thermal        J. Daughton    4/23/01
               Pulse Data Storage.                       A. Pohm

60/289,162     Circuit Selected Joint Magnetoresistive   A. Pohm         5/7/01
               Junction Tunneling-Giant Magneto-
               Resistive Effects Memory Cells.

60/291,209     Current Switched Magnetoresistive         J. Daughton    5/17/01
               Memory Cell Cross Reference to            A. Pohm
               Related Applications.                     M. Tondra

09/891,619     Spin Dependent Tunneling Memory.          J. Daughton    6/26/01
                                                         A. Pohm
                                                         B. Everitt

09/929,435     Circuit Selection of Magnetic Memory      J. Daughton    8/14/01
               Cells.                                    A. Pohm

60/316,640     Antiparallel Magnetoresistive Memory      J. Daughton    8/31/01
               Cells.                                    A. Pohm

60/368,172     Spin Dependent Tunneling Device having    J. Daughton    3/27/02
               Orange Peel Coupling Reduction Structure. et. al.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

Schedule 2.  Foreign Patents

NVE Foreign MRAM Patents Issued

Patent #     Title                                     Inventor     Issue Date

633 099     Magnetoresistive Memory Structure          A. Pohm       6/23/99
            Large Fraction Utilization.

744 076     Magnetoresistive Structure With            J. Daughton   7/26/00
            Alloy Layer.

710 390     Magnetic Structure With Stratified         J. Daughton   6/20/01
            Layers.


NVE Foreign MRAM Patents Pending

PCT #          Title                                   Inventors     File Date

US93,10782     Magnetoresistive Structure With Alloy    J. Daughton     11/8/93
               Layer.

US96,01580     Magnetoresistive Structure With Alloy    J. Daughton      2/6/96
               Layer.

US97,15704     Giant Magnetoresistive Effect Memory     A. Pohm          9/5/97
               Cell.                                    B. Everitt

US97,20373     Spin Dependent Tunneling Memory.         J. Daughton     11/7/97
                                                        A. Pohm
                                                        B. Everitt

US00,30553     Spin Dependent Tunneling Memory.         A. Pohm         11/6/00

US00,40235     Magnetic Memory Coincident Thermal       J. Daughton     6/16/00
               Pulse Data Storage.

US01,09118     Read Heads in Planar Monolithic          A. Pohm         3/22/01
               Integrated Circuit Chips.

US01,25727     Circuit Selection of Magnetic Memory                     8/16/01
               Cells and Related Cell Structures.
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

Schedule 3.  Cypress Patents

Issue Date  US Patent No.              Title                          Inventors
21-Nov-95   5,468,342    Method of Etching an Oxide Layer  J. Nulty, P. Trammel

07-May-96   5,514,622    Method for the Formation of              J. Bornstein,
                         Interconnects and Landing Pads            R. Caldwell
                         Having a Thin, Conductive Film
                         Underlying the Plug or an
                         Associated Contact of Via Hole

04-Jun-96  5,523,258     Method for Avoiding Lithographic          C. Petti, A.
                         Rounding Effects for                       Stolmeijer,
                         Semiconductor Fabrication                     Helm

08-Oct-96  5,562,801     Method of Etching an Oxide Layer           J. Nulty

05-Aug-97  5,654,915     6-Bulk-Transistor Static Memory           C. Petti, A.
                         Cell Using Split Wordline                  Stolmeijer
                         Architecture

12-May-98  5,751,507     ESD Protection Apparatus Having            J. Watt, A.
                         Floating ESD Bus and                         Walker
                         Semiconductor Structure

20-Oct-98  5,825,600     Fast Turn-On Silicon Controlled                J. Watt
                         Rectifier (SCR) for Electrostatic
                         Discharge (ESD) Protection

27-Apr-99  5,897,371     Alignment Process Compatible with           K. Yeh, A.
                         Chemical Mechanical Polishing              Chatila, S.
                                                                    Sharifzadeh

22-Jun-99  5,913,712     Scratch Reduction in                        H. Molinar
                         Semiconductor Circuit Fabrication
                         using Chemical-Mechanical
                         Polishing

19-Oct-99  5,968,851     Controlled Isotropic Etch Process          S. Geha, E.
                         and Method of Forming an Opening               Shan
                         in a Dielectric Layer

04-Jan-00  6,011,420     ESD Protection Apparatus Having            J. Watt, A.
                         Floating ESD Bus and                        Walker
                         Semiconductor Structure

07-Mar-00  6,033,991     Isolation Scheme Based on                 K. Ramkumar,
                         Recessed LOCOS using a Sloped Si        P. Trammel, S.
                         Etch and Dry Field Oxidation               Sadoughi

23-May-00  6,066,555     Method for Eliminating Lateral            C. Petti, J.
                         Spacer Erosion on Enclosed                   Nulty
                         Contact Topographies During RF
                         Sputter Cleaning

05-Dec-00  6,156,645     Method of Forming a Metal Layer            S. Geha, E.
                         on a Substrate, Including                     Shan
                         Formation of Wetting Layer at a
                         High Temperature

26-Dec-00  6,165,375     Plasma Etching Method                      C. Yang, U.
                                                                   Raghuram, K.
                                                                    Kaufman, D.
                                                                     Arnzen, J.
                                                                       Nulty

30-Oct-01  6,309,971     Hot Metallization Process                     S. Geha
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

Issue Date Patent No.              Title                             Inventors
           (Country)
11-Jan-00  110982 (Taiwan)    Hot Metallization Process                S. Geha

28-Dec-01  97 13047 (France)  Hot Metallization Process                S. Geha


                        Cypress Filed Patent Applications

Filing Date         Inventors          Serial No.         Title
16-Jan-96     T. Yen, P. Trammel, P.   08/587,417   LOCOS with Sloped Silicon
                Schoenborn, A.                         Recess
                      Owens

30-Jun-97   K. Ramkumar, S.            08/885,046    Method and Structure For
              Sadoughi, P.                         Isolating Integrated Circuit
                  Trammel                              Components and/or
                                                     Semiconductor Elements

19-Sep-97   P. Voss, A.                08/933,562 Method & Apparatus To Prevent
           Walker, J. Watt,                        Latch Up In CMOS Devices
           A. Pancholy, C.
              Petti, P.
           Zicolello, C.
               Phelan

14-Jan-98  E. Shan, G. Lau,            09/006,958   Method of Forming a Low
           A. Chung                                 Resistivity Titanium-
                                                    Containing Interconnect and
                                                    Semiconductor Device
                                                    Comprising the Same

18-Dec-98  K. Wong, G.                 09/215,093   High Vapor Plasma Strip
           McMahon                               Methods and Devices to Enhance
                                                    the Reduction of Organic
                                                   Residues Over Metal Surfaces

10-Apr-00  C. Yang, U.                 09/546,714   Plasma Etching Method
           Raghuram, K.
           Kaufman, D.
           Arnzen, J. Nulty

29-May-01  S. Geha                    09/886,957    Hot Metallization Process


Filing Date  Inventors                Serial No.        Title
                                      (Country)

29-Aug-97   S. Geha                  42701/1997     Hot Metallization Process
                                     (S. Korea)

24-Oct-97  S. Geha                  228,406/97      Hot Metallization Process
                                      (Japan)
<PAGE>
NVE-Cypress License Agreement                                      CONFIDENTIAL
April 12, 2002

                    Silicon Magnetic Systems: Filed Applications

Filing Date  Inventors             Serial No.           Title
                                   (Ref. No.)        Asymmetric Dot Shape for
08-Mar-02   K. Ounadjela, F.     --(SMS02001)      Increasing Select-Unselect
                Jenne                                  Margin in MRAM Devices


                 Silicon Magnetic Systems: Drafts in Process

Reference No.  Inventors                   Title
 SMS01001       B. Schwartz, K.    Dielectric Layer to Protect Sidewall of
                Ounadjela                     MTJ Stack

 SMS01002     B. Schwartz, K.       Magnetic Tunnel Junction Etch Stop on
                Ounadjela                  Tunneling Layer

 SMS01003     B. Schwartz          Metal Layer Scheme for MTJ Stack

 SMS01004     W. Koutny            Method of Creating a Coplanar Surface
                                            using Fixed Abrasive

 SMS01005     W. Koutny            Method of Smoothing a Surface using
                                  Dielectric CMP

 SMS01006     W. Koutny            Method of Smoothing a Surface using
                                  Dielectric CMP

 SMS01007     F. Jenne             Closed and/or Coupled Flux System

 SMS01008     F. Jenne             Die Surface Magnetic Field Shield

 SMS01009     F. Jenne             Flux Concentrator

 SMS01010     F. Jenne             Shared Global Word Line

 SMS01011     W. Stevenson,        Voltage Divider Based MTJ Cell Sensing
              T.J. Rodgers, G.     Scheme
              Gibbs, F. Jenne

 SMS01012     W. Stevenson         MTJ Logic Configuration Cell

 SMS01013     B. Schwartz          Metal Etch to Stop Metallic Dielectric
<PAGE>
                                 APPENDIX A

                      FOUNDRY MANUFACTURING AGREEMENT
                        FOUNDRY SERVICE AND PRICING
                                  For
                      Cypress Processes (MR4T and MR8T)

The intent is for Manufacturer to provide Customer with wafers and the
necessary Design Kits, CAD support, masking making support, process files
(e.g. DRC, LVS, ERC, simulation parameters), etc. to enable Customer to have
its products manufactured by Manufacturer.

The intent is to focus on products that will be fabricated in the Cypress
MR4T and MR8T Process.

Term of This Agreement: The terms of this agreement shall commence on the
Effective date and shall continue in full force until December 31, 2006.  The
parties agree to negotiate in good faith any extension to this Foundry
Manufacturing Agreement beyond December 31, 2006.

Wafer Forecast: Customer shall provide a 6 month rolling production forecast
of which only the first (3) months are binding.

Order Cancellation: Orders are non cancellable, non refundable.

Pricing: The initial wafer pricing will be set at the time of signing to be
** per wafer for MR4T Process and ** per wafer for MR8T.
This pricing will be valid for the first 6 months of the process after full
qualification of the process (Cypress - Process Review 5). After that 6 month
period and on annual basis in December, co-incident with the yearly planning
cycle, through the term of the contract a wafer pricing review will occur.

Quantities: Customer shall have the right during the term of this Agreement
to order from Manufacturer a maximum of 500 wafers per quarter for the agreed
upon time period. If for any reason Customer should desire more wafers than
the maximum amounts, an additional surcharge of Five Hundred United States
dollars (US $500.00) each will be added to the wafer price defined in the
Pricing section of this Agreement above.  Manufacturer reserves the right to
accept or refuse these additional request amounts based upon availability.
Hot Lot & Hand Carry Lot Charges: Hot Hand Carry product lots per the cycle
time commitment defined (below) shall be charged 3X the normal lot charge or
** for MR4T, ** for MR8T. Hot Lot product
lots shall be charged 2X the normal lot charge or ** for
MR4T, ** for MR8T. Hot and Hand Carry Lot Charges will change
accordingly if the base wafer price changes during the annual process cost
review process.

Short Loop Lot Charges: Short loop lots shall be charged at 50% of the normal
wafer price + (processing step cost x number of engineering processing steps
required), up to a maximum of the normal wafer price.  For example, if the
standard MR4T Process has 110 process steps, the step cost at the initial
normal wafer price of ** per wafer is **/step.  Consequently, for a
short loop lot that has 20 process steps, the cost would be: **.

Delivery - Cycle Time Commitment: Normal product lot cycle time shall be 2.5
days/mask layer (DPML), so if a process has 22 mask steps the product cycle
time would be expected to be 55 days from silicon start. Hot Lot product
cycle time shall be 1.75 days/mask layer, so for example a 22 mask process
would have a hot lot cycle time of 39 days. Hot Hand Carry Lot product cycle
time shall be 1.25 days/mask layer, so for example a 22 mask process would
have a hot lot cycle time of 28 days.

Shipping: FOB Cypress plant. Customer shall pay all transportation and
insurance costs.

Reticle Procurement: Manufacturer shall procure reticles typically within one
(1) week after tape out and receipt of a purchase order of same from the
customer.

Scrap Lot Charge: Customer shall have the option to halt and scrap partially
fabricated wafers paying manufacturer according to the following formula:

     Scrap Charge  =

     1. Minimum charge of 50% of the normal wafer price for lots scrapped
before Poly Mask.

     2. At or after Poly Mask, 50% of the normal wafer price + (processing step
cost x number of processing steps completed beyond Poly Mask), up to a
maximum of the normal wafer price.  For example, if the MR4T process
has 110 process steps, at the initial normal wafer price the step cost
would be **/step, so a wafer scrapped 15 steps after Poly Mask
would have a charge of **.

Hold Lot Charge: Customer may put 1 production lot on hold at any time free
of charge. If customer wants to put additional production lots on hold for
any reason other than quality or yield improvement, customer shall pay
manufacturer a hold fee of $100.00 per lot for each calendar day that a
production lot is held. Production lots may be held only at certain
manufacturing steps. Manufacturer will provide customer with a listing of
such manufacturing steps. The cumulative maximum number of days that a
production lot may be held is 60 days.

Payment Terms: Net 30 days of invoice date.
Cancellation Notice:  Either party may cancel this Agreement upon (a) at
least 6 months' notice in writing to the other party of the intent to cancel,
and (b) the written consent of the other party.

Export Control Laws/Regulations: The parties agree to comply strictly with
all applicable export control laws and regulations. The failure of either
Party to enforce any right resulting from breach of any provision of this
Agreement by the other Party will not be deemed a waiver of any right
relating to a subsequent breach of such provision or of any other right
hereunder. This agreement shall be governed by the laws of the State of
California, without regard to conflict of law or choice of law principles.



Notes:

> Manufacturer will provide wafer parametric testing.

> Probe and package testing will be the responsibility of Customer.

> Customer will be responsible for device packaging.

> Manufacturer will run a "golden" rule check to ensure the GDS II data
meets their minimum manufacturing requirements

> Sample devices (per site) in Item 1 must be ordered in 25-wafer lots.

> Wafers are 200mm in diameter.

> To assist Customer in the preparation of devices to run in the appropriate
Manufacturer process, Manufacturer will provide design rules, cell
library, and models.  Manufacturer will also provide Customer with process
support in connection with this information.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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