FORBEARANCE AGREEMENT



     This Forbearance Agreement is entered into as of February 7, 2001 among

ACCESS TECHNOLOGY PARTNERS, L.P. ("Access"), LEXAR MEDIA, INC. ("Borrower"), and

PRINTROOM.COM ("Subsidiary"), with reference to the following facts:



     A.   Access and the Borrower are parties to that certain Credit Agreement

dated as of June 30, 2000 (as amended, the "Credit Agreement").



     B.   Borrower and Subsidiary have executed and delivered in favor of Access

that certain Guarantee and Collateral Agreement dated June 30, 2000 (the

"Security Agreement"). (Capitalized terms used in this Agreement, which are not

defined herein, shall have the meanings set forth in the Credit Agreement. The

Credit Agreement, the Security Agreement and all other present and future

documents, instruments and agreements relating thereto are referred to herein

collectively as the "Loan Documents". Borrower and Subsidiary are referred to

herein jointly and severally as the "Obligors".)



     C.   Material Events of Default have occurred and are continuing under the

Loan Documents, consisting of the failure of the Borrower to meet the financial

covenants set forth in Sections 7.1(a), (b) and (c) as of December 31, 2000

(collectively, the "Existing Defaults").



     D.   Borrower has requested that Access defer taking action by reason of

the Existing Defaults. Access is willing to do so for the period and on the

terms and conditions set forth in this Agreement.



     NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:



1.   Forbearance.

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     1.1. Forbearance Period.  Access agrees to forbear from exercising its

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rights and remedies, as a result of the Existing Defaults, until the earlier of

the following dates (the "Forbearance Period"): (i) December 31, 2001, or (ii)

the date any Additional Default shall occur.  In agreeing to forbear from

exercising its rights and remedies, Access is not waiving the Existing Defaults

or any rights or remedies in connection therewith, all of which are expressly

reserved.  Upon the expiration of the Forbearance Period, Access may, at its

option, exercise any and all rights or remedies in connection with the Existing

Defaults, without further notice.  Nothing herein shall prohibit Access from

giving notice of the Existing Defaults to The Chase Manhattan Bank (in its

capacity as agent and lender, the "Bank") pursuant to the Intercreditor

Agreement between Access and the Bank.



     1.2. "Additional Default."  As used in this Agreement, "Additional Default"

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means any of the following (but not including the Existing Defaults): (i) any

default or Event of Default under any Loan Document (including, without

limitation, any breach of any term or provision of this Agreement), (ii) any

event which, with notice or passage of time or both, would constitute a default

or Event of Default under any Loan Document, (iii) any failure of the Borrower

to meet the financial covenants set forth in Section 2 below, (iv) any breach of

any representation or warranty in this Agreement or any other Loan Document, (v)

any material adverse change in the business, prospects, operations, results of

operations, assets, liabilities or financial or other condition of Borrower, or

any impairment of Borrower's ability to pay or perform the Obligations or any

material adverse change in the value of the Collateral. Without limiting any

other



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<PAGE>



provision of this Agreement, Access may, in its sole and absolute discretion,

waive an Additional Default, but only in a specific written waiver signed by

Access, and no such waiver shall imply or constitute an agreement on the part of

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