have been marked with an astrisk to denote where omissions have been made. The

confidential material has been filed separately with the Commission.





________________________________________________________________________________





                                  $10,000,000



                                CREDIT AGREEMENT



                                    between



                               LEXAR MEDIA, INC.,



                                  as Borrower,



                                      and



                        ACCESS TECHNOLOGY PARTNERS, L.P.



                                   as Lender





                           Dated as of June 30, 2000

























<PAGE>



SCHEDULES:

---------



4.4         Consents, Authorizations, Filings and Notices

4.15        Subsidiaries

4.19        UCC Filing Jurisdictions

7.2(e)      Existing Indebtedness

7.3(f)      Existing Liens



EXHIBITS:

--------

A           Form of Guarantee and Collateral Agreement

B           Form of Compliance Certificate

C           Form of Closing Certificate

D           [Omitted]

E           Form of Exemption Certificate



                                      -i-

<PAGE>



CREDIT AGREEMENT, dated as of June 30, 2000, between LEXAR MEDIA, INC., a

California corporation (the "Borrower"), and ACCESS TECHNOLOGY PARTNERS, L.P.

                             --------

(the "Lender").

      ------



The parties hereto hereby agree as follows:



SECTION 1.  DEFINITIONS



          1.1  Defined Terms.  As used in this Agreement, the terms listed in

               -------------

this Section 1.1 shall have the respective meanings set forth in this Section

1.1.



          "Affiliate":  as to any Person, any other Person that, directly or

           ---------

indirectly, is in control of, is controlled by, or is under common control with,

such Person.  For purposes of this definition, "control" of a Person means the

power, directly or indirectly, either to (a) vote 10% or more of the securities

having ordinary voting power for the election of directors (or persons

performing similar functions) of such Person or (b) direct or cause the

direction of the management and policies of such Person, whether by contract or

otherwise.



          "Agreement":  this Credit Agreement, as amended, supplemented or

           ---------

otherwise modified from time to time.



          "Amendment to Investors Rights Agreement": the Amendment No. 4 to the

           ---------------------------------------

Investors Rights Agreement, dated as of June 22, 2000, which amends that certain

Investors Rights Agreement, dated as of September 28, 1999, between the Borrower

and certain shareholders of the Borrower listed therein.





          "Board":  the Board of Governors of the Federal Reserve System of the

           -----

United States (or any successor).



          "Borrower":  as defined in the preamble hereto.

           --------



          "Bridge Financing": the Note and Warrant Purchase Agreement, dated as

           ----------------

of May 19, 2000, among the Borrower and the Investors (as defined therein), as

amended, supplemented or otherwise modified from time to time.



          "Business":  as defined in Section 4.17(b).

           --------



          "Business Day":  a day other than a Saturday, Sunday or other day on

           ------------

which commercial banks in New York City are authorized or required by law to

close.



          "Capital Expenditures":  for any period, with respect to any Person,

           --------------------

the aggregate of all expenditures by such Person and its Subsidiaries for the

acquisition or leasing (pursuant to a capital lease) of fixed or capital assets

or additions to equipment (including replacements, capitalized repairs and

improvements during such period) that should be capitalized under GAAP on a

consolidated balance sheet of such Person and its Subsidiaries.



          "Capital Lease Obligations":  as to any Person, the obligations of

           -------------------------

such Person to pay rent or other amounts under any lease of (or other

arrangement conveying the right to use) real or personal property, or a

combination thereof, which obligations are required to be classified and

accounted for as capital leases on a balance sheet of such Person under GAAP

and, for the purposes of this Agreement, the amount of such obligations at any

time shall be the capitalized amount thereof at such time determined in

accordance with GAAP.



          "Capitalized Software Expenses":  for any period, with respect to any

           -----------------------------

Person, the aggregate of all software development expenses incurred by such

Person and its Subsidiaries that should be capitalized under GAAP on a

consolidated balance sheet of such Person and its Subsidiaries.



                                      -2-

<PAGE>



          "Capital Stock":  any and all shares, interests, participations or

           -------------

other equivalents (however designated) of capital stock of a corporation, any

and all equivalent ownership interests in a Person (other than a corporation)

and any and all warrants, rights or options to purchase any of the foregoing.



          "Cash Equivalents":  (a) marketable direct obligations issued by, or

           ----------------

unconditionally guaranteed by, the United States Government or issued by any

agency thereof and backed by the full faith and credit of the United States, in

each case maturing within one year from the date of acquisition; (b)

certificates of deposit, time deposits, eurodollar time deposits or overnight

bank deposits having maturities of six months or less from the date of

acquisition issued by any commercial bank organized under the laws of the United

States or any state thereof having combined capital and surplus of not less than

$500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard &

Poor's Ratings Services ("S&P") or P-1 by Moody's Investors Service, Inc.

                          ---

("Moody's"), or carrying an equivalent rating by a nationally recognized rating

  -------

agency, if both of the two named rating agencies cease publishing ratings of

commercial paper issuers generally, and maturing within six months from the date

of acquisition; (d) repurchase obligations of any commercial bank satisfying the

requirements of clause (b) of this definition, having a term of not more than 30

days, with respect to securities issued or fully guaranteed or insured by the

United States government; (e) securities with maturities of one year or less

from the date of acquisition issued or fully guaranteed by any state,

commonwealth or territory of the United States, by any political subdivision or

taxing authority of any such state, commonwealth or territory or by any foreign

government, the securities of which state, commonwealth, territory, political

subdivision, taxing authority or foreign government (as the case may be) are

rated at least A by S&P or A by Moody's; (f) securities with maturities of six

months or less from the date of acquisition backed by standby letters of credit

issued by any commercial bank satisfying the requirements of clause (b) of this

definition; (g) shares of money market mutual or similar funds which invest

exclusively in assets satisfying the requirements of clauses (a) through (f) of

this definition; or (h) investments in instruments described in a corporate

investment policy which has been approved in writing by the Lender.

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