Amendment No. 1 to
                        Incentive Stock Option Agreement

     This Amendment No. 1 to the Incentive Stock Option Agreement dated May 7,
2004 is by and between NVE Corporation (the "Company") and Daniel A. Baker (the
"Employee"), effective as of March 28, 2005 (the "Amendment").

                                    Recitals

A. The Company and the Employee entered into a Stock Option Agreement dated May
7, 2004 (the "Option Agreement") pursuant to which the Employee was granted an
incentive stock option under the Company's 2000 Stock Option Plan (the "Plan")
to purchase up to 35,000 shares of the Company's common stock at an exercise
price of $29.65 per share.

B. The Compensation Committee of the Company approved an immediate and full
acceleration of vesting of all stock options outstanding under the Plan with an
exercise price greater than $20 per share.

C. The Company and the Employee desire to amend the Option Agreement to reflect
the immediate and full vesting of the incentive stock option granted under the
Option Agreement in accordance with the terms and conditions of this Amendment.

                                   Agreement

     In consideration of the recitals, the Company and the Employee agree as
follows:

1. Amendment to Section 4.1.  Section 4.1 of the Option Agreement is hereby
amended in its entirety to read as follows:

"4.1 Vesting Schedule.  The Option will fully vest and be exercisable as to
all Stock purchasable under the Option from and after March 28, 2005."

2. Scope of Amendment.  Except as expressly modified by this Amendment, all of
the terms and conditions of the Option Agreement remain in full force and
effect.

     The Company and the Employee have executed this Amendment as of the
effective date set forth above.

NVE CORPORATION                           EMPLOYEE

By:    /s/ Richard George              /s/ Daniel A. Baker
Name:  Richard George                  Daniel A. Baker
Title: CFO