SIMTEK CORPORATION

                      1994 NON-QUALIFIED STOCK OPTION PLAN

                               SEPTEMBER 27, 1994


                          (AMENDED: DECEMBER 13, 1994,
              SEPTEMBER 15, 1995, OCTOBER 30, 1998, APRIL 26, 2000,
            JANUARY 2, 2001, NOVEMBER 1, 2001 and FEBRUARY 10, 2004)







                               SIMTEK CORPORATION

                      1994 NON-QUALIFIED STOCK OPTION PLAN

                                SEVENTH AMENDMENT

                            DATED: February 10, 2004



Pursuant to a resolution approved by the Simtek Board of Directors on February
10, 2004, the 1994 Non-Qualified Stock Option Plan ("1994 Plan") of September
27, 1994 is amended such that the number of options to be granted under the plan
be increased from 9,900,000 to 12,500,000. Therefore Section 4.1 of the 1994
Plan is amended to "A total of 12,500,000 shares are authorized for issuance
under the 1994 Plan in accordance with the provisions of the 1994 Plan and
subject to such restrictions and other provisions as the Committee from time to
time deem necessary. This authorization may be increased from time to time by
approval of the Board and by shareholders of the Company if, in the opinion of
council for the Company, such shareholder approval is required. Shares which may
be issued upon the exercise of Options shall be applied to reduce the maximum
numbers of Shares remaining available for use under the 1994 Plan. The Company
shall at all times during the term of the 1994 Plan and while any options are
outstanding retain as authorized any unissued Stock, or as treasury Stock, at
least the number of Shares from time to time required under the provisions of
the 1994 Plan, or otherwise assure itself of its ability to perform its
obligations hereunder".

All other provisions of the 1994 Plan remain unchanged.


Dated: February 10, 2004

Simtek Corporation



By: /s/Douglas Mitchell
    --------------------------
    Douglas Mitchell
    Chief Executive Officer