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Recent progress in ultra-low-power circuit design is creating new opportunities for cubic millimeter computing. Robust low-voltage operation has reduced active mode power consumption considerably, but standby mode power consumption has received relatively little attention from low-voltage designers. In this work, we describe a low-voltage processor called the Phoenix Processor that has been designed at the device, circuit, and architecture levels to minimize standby power. A test chip has been implemented in a carefully selected 0.18 mum process in an area of only 915 times 915 mum2. Measurements show that Phoenix consumes 35.4 pW in standby mode and 226 nW in active mode.