SIMTEK CORPORATION 1994 NON-QUALIFIED STOCK OPTION PLAN

                                                                     EXHIBIT 4.2
                                                                     -----------



                               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,
      FEBRUARY 10, 2004, JULY 29, 2004, MAY 17, 2005 and OCTOBER 27, 2005)



                                 TENTH AMENDMENT

                             DATED: October 27, 2005


Pursuant to a resolution approved by the Simtek Board of Directors on October
27, 2005, 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 15,000,000 to 17,000,000. Therefore Section 4.1 of the 1994
Plan is amended to "A total of 17,000,000 shares are authorized for issuance
u