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                                                                   Exhibit 10.16

                               IOMEGA CORPORATION
                          GLOBAL REQUIREMENTS AGREEMENT
                                   NO. MSL183G

THIS SUPPLY AGREEMENT (hereinafter referred to as "the Agreement"), dated and
effective this 30th day of July 1997, ("Effective Date"), between

Manufacturers' Services Limited, a company organized and existing under the laws
of Delaware and having its principal place of business at 200 Baker Ave., #205,
Concord, MA 01742, USA ("Seller") and

Iomega Corporation, a Delaware corporation of the United States of America,
having its principal place of business at 1821 West Iomega Way, Roy, Utah 84067,
USA ("Buyer")

Seller and Buyer hereinafter also collectively referred to as "Parties" and
individually as "Party".

WHEREAS, Seller agrees to manufacture and sell to Buyer Product (as hereinafter
defined) and Buyer agrees to purchase from Seller such Product, subject to the
terms and conditions of this Agreement.

0.    DEFINITIONS

A.    "Affiliate"

      "Affiliate" shall mean any entity in which Seller and or Buyer, as the
      case may be, directly or indirectly owns a majority equity interest or
      otherwise owns a controlling interest. Buyer's Affiliates are identified
      in Exhibit E, which may be changed by notice from Buyer to Seller from
      time to time.

B.    Buyer's "Authorized Agent"

      Buyer's "Authorized Agent" shall mean Iomega Suppliers, Subcontractors, or
      Contract Manufacturers who produce Iomega products and whose credit
      worthiness is acceptable to the Seller. Buyer does not guarantee the
      Purchase Orders of Buyer's Authorized Agents but Buyer does hereby
      guarantee payment and performance by its Affiliates of all indebtedness
      and obligations owing, from time to time, to Seller. Buyer's Authorized
      Agents are identified in Exhibit E, which may be changed from time to time
      by agreement between Buyer and Seller. Prior to any performance of any
      obligations under this Agreement, such Authorized Agent shall execute and
      deliver to Buyer and Seller an Accession Agreement satisfactory to both
      Parties whereby such Authorized Agent agrees to be bound by the terms
      hereof.

C.    "Products"

      "Products" shall mean the products, the specifications of which are
      attached as Exhibit B, hereinafter referred to as "Specifications" sold by
      Seller to Buyer, Buyer's Affiliates or Buyer's Authorized Agents subject
      to the terms and conditions of this Agreement which are defined in Exhibit
      B of this Agreement (and those products added to Exhibits A and B by
      written amendment and in mutual agreement between the Parties at any time
      hereafter).

----------
[*] = Information redacted pursuant to a confidential treatment request.
An unredacted version of this exhibit has been filed separately with the
Commission.


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D.    "Specifications"

      "Specifications" shall mean the specifications attached as Exhibit B,
      and shall also include as modified from time to time [*] workmanship
      standards and the then currently accepted commercial manufacturing
      practices.

E.    Precedence of Documents

      The precedence of agreements between the Buyer, its Affiliates, and its
      Authorized Agents on the one hand and Seller on the other hand shall be:
      1. This Agreement
      2. Any Buyer, Buyer's Affiliate, or Buyer's Authorized Agent Purchase
         Order
      3. Any subsequent agreement between Buyer and Seller that is not
         expressly stated to be an amendment to this Agreement.
      4. Non-Binding Forecast (PSI) provided pursuant to Section 2.D.

1.    INTENT

A.    Both parties intend to enter into a strategic supplier relationship. In
      consideration thereof, both parties agree to cooperate to achieve mutual
      long term program goals by sharing Product road-map information,
      technology migration, engineering and other resources when applicable.
      Goals include: shortening Product lead-times, increasing volume
      flexibility, achieving Just-in-Time delivery, achieving ongoing cost
      reductions, specific quality goals, and continuous quality improvement.

B.    Seller agrees to provide design recommendations to Buyer, and to
      manufacture, sell, and deliver Products to Issuing Parties. Buyer
      agrees to purchase, and to cause those of its Affiliates and Authorized
      Agents who purchase, to purchase from Seller such Products,
      subject to and in accordance with the terms and conditions of
      this Agreement.

C.    Buyer and its Affiliates intend to purchase, and Seller intends to
      supply, between [*] of Buyer's and buyer's Affiliates' requirements
      during the term of this Agreement for the Products listed in Exhibit
      "A".

2.    PRODUCT ORDERS

A.    Purchase Orders

      Purchase Orders ("Purchase Orders") for Product shall be submitted by
      Buyer, Buyer's Affiliates, or Buyer's Authorized Agents to Seller on
      separate, Purchase Order forms, in the [*] (other than the [*]) during
      the term of this Agreement for the [*], except when component lead-time
      exceeds [*], in which case Purchase Orders will be given to lead time
      or other arrangements will be made which are mutually agreed by Buyer
      and Seller. Each Purchase Order shall at least include the following:
                a) Ordering entity and location;
                b) Purchase Order number and issue date;
                c) Reference to this Agreement;
                d) Product quantity;
                e) Product requested delivery dates;
                f) Product requested delivery location(s);
                g) Product revision level, and
                h) Price


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B.    Acceptance of Purchase Orders

      Purchase Orders shall not be considered as accepted until accepted in
      writing (confirmation) by an authorized representative of Seller. Seller
      shall make commercially reasonable efforts to send confirmation (except by
      written mutual arrangement) of Purchase Orders within five (5) working
      days after receipt. If Seller fails to return the acknowledgment
      (confirmation) within five (5) working days, Seller will be deemed to have
      accepted that Purchase Order. No additional or different provisions
      proposed by either Party shall apply unless expressly agreed to in writing
      by both parties. Seller will accept Purchase Orders for Product which are
      in compliance with the terms and conditions of this Agreement.

C.    Delivery Dates

      Delivery dates shall be identified by the Buyer, Buyer's Affiliate, or
      Buyer's Authorized Agent. Seller will acknowledge its commitment to the
      dates or offer alternative dates that reflect the Seller's commercially
      reasonable efforts to meet the identified delivery dates. The delivery
      date will be the confirmed date that is mutually agreed to in writing by
      Seller and the person who issued the relevant Purchase Order (the "Issuing
      Party") but in any event shall, unless otherwise agreed by the Seller and
      Issuing Party, be a date which is consistent with Seller's commitment to
      supply Product under this Agreement.

D.    Rolling Forecast

      Buyer agrees to use its commercially reasonable efforts to provide to
      Seller during the last full week of each month (hereinafter "N") during
      the term of this Agreement a written rolling Product purchase forecast
      (the "Rolling Forecast"), indicating the total quantity of Product to be
      shipped and/or anticipated to be shipped, in each of the next twelve (12)
      months, including the period already covered by outstanding Purchase
      Orders.


      The Rolling Forecast structure shall be as follows:
            a)[*]
            b)[*]


      The Purchase Orders shall be the only documentation for ordering
      quantities. Forecasts are for information and capacity planning only.

E.    Seller agrees that all of the Buyer's Authorized Agents and Affiliates,
      wherever located, shall be entitled to make purchases under this
      Agreement, subject to their credit worthiness being acceptable to Seller,
      unless guaranteed by Buyer. Any payment timing and credit limitations
      placed on Buyer's Affiliates, other than those presented in this
      Agreement, will be agreed upon in writing by both parties. Seller agrees
      to notify Buyer of any credit limitations applicable to Buyer's Authorized
      Agents.


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3.    TERM OF AGREEMENT

A.    Term of Agreement


      This Agreement shall become effective upon execution by authorized
      representatives of both Parties. This Agreement shall expire [*] after the
      date of execution by both parties, unless this Agreement is terminated
      earlier pursuant to article 13, 14, or 16 and shall be automatically
      extended for [*] periods, unless one Party notifies the other Party in
      writing at least [*] prior to the beginning of such additional period that
      it desires not to extend.


B.    Multiple and Fully Qualified Manufacturing Facilities:

      Seller shall provide adequate, qualified manufacturing facilities where
      the Buyer's Products can be manufactured/produced. Detailing of additional
      quality requirements shall be defined in Quality Supplements to be
      mutually agreed from time to time, and to be attached as Exhibit C (a
      "Quality Agreement"). Seller shall build Buyer's Products only in
      facilities that have been approved and certified by Buyer unless prior
      written consent has been obtained.

C.    Production Capacity

      Seller shall make available the necessary capacity to meet Issuing
      Parties' production requirements, as provided by Issuing Parties in
      Sections 2.A and 3. D. Buyer agrees to not unreasonably withhold approval
      of additional production facilities in the event of extraordinary demand.

D.    Flexibility Capability

      Issuing Party may issue change requests for Product quantities and
      schedule dates, and Seller shall maintain the necessary capacity to
      accommodate such changes, in accordance with the Flexibility Agreement
      attached as Exhibit D (the "Flexibility Agreement"). Changes made in
      accordance with the Flexibility Agreement will not incur cost or liability
      for Issuing Party, unless said changes cause Seller to violate or exceed
      Component suppliers' Flexibility Agreements, as negotiated by Buyer from
      time to time. If such a situation occurs, then Issuing Party will be
      liable only for that portion of the change which exceeds the Component
      suppliers' Flexibility Agreements. Seller warrants that it will use its
      commercially reasonable efforts, and will cooperate with Buyer as needed,
      in order to minimize Buyer's liability exposure under this Flexibility
      Agreement. Buyer warrants that it will use its commercially reasonable
      efforts to enforce the Component suppliers' Flexibility Agreements in
      cooperation, as needed, with Seller.

E.    Inventory Transfer


      Seller agrees to buy, from time to time, Buyer's on-hand inventory that is
      in excess of Buyer's own production requirements and is needed for
      Seller's production. Seller also agrees to make inventory in excess of
      Seller's production requirements available for sale to the Buyer, to any
      of Buyer's Affiliates or Authorized Agents or anyone else designated by
      Buyer. Seller's obligation to sell such inventory to any Buyer's
      Authorized Agent or to anyone else designated by Buyer, is subject to
      Seller's determining such entities' credit worthiness is acceptable to
      Seller. Transfer quantities and payment terms will be mutually agreed on a
      case-by-case basis. Prices shall be [*].



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F.    Obsoleted Material

      Any unique, non-returnable or non-cancelable material ordered by the
      Seller in order to fulfill Purchase Orders placed by the Buyer, Buyer's
      Affiliates, and Buyer's Authorized Agents, which is made obsolete, or is
      made excess through Purchase Order changes outside of the Flexibility
      Agreement, will be the liability of the Issuing Party. Seller and Issuing
      Party will determine future demand at the end of each month based on
      Issuing Party's PO's and forecasts. Issuing Party will purchase such
      inventory from the Seller within thirty days after the Seller's notice to
      the Issuing Party of the obsolete status.

4.    PRICING

A.    Price for Product


      The prices for Product sold pursuant to this Agreement are set out in
      Exhibit A to this Agreement (hereinafter referred to as "Prices") and
      shall be reviewed and negotiated at least [*] prior to each [*] during the
      term of this Agreement and any extension thereof. Any change to the Prices
      set forth in Exhibit A shall be identified by an amendment to Exhibit A
      which shall be approved by authorized representatives of both Parties. All
      prices shall be in US Dollars, unless otherwise negotiated and documented
      in Exhibit A.


B.    Charges

      Seller shall pay all applicable export costs, including any pre-shipment
      inspection charges if mandated by the authorities of the country of
      exportation, as well as all export brokerage, documentation, processing,
      customs and any other export fees and taxes. Seller also agrees to pay all
      sales and use taxes to Issuing Party's delivery point. All Products shall
      be shipped Delivered Duty Paid (DDP) as defined in Incoterms (1990), but
      freight collect, and DDP costs invoiced with Product.

      Both Parties agree that prices shall include all charges such as
      packaging, palletizing, packing, crating, and storage as needed.

C.    Components

      Buyer shall negotiate and deliver all Component pricing to Seller. All
      components shall be purchased from suppliers on Buyer's Approved Vendor
      List (the "AVL") as revised from time to time.

      As used herein the term "Component" shall mean any Class A Component, any
      Class B Component and any Class C Component, as designated in the
      Specifications.

D.    Opportunity Cost Savings


      During Production, Seller shall maintain a vigorous cost reduction program
      to ensure that Product pricing, subject to the price of Components, is
      competitive at all times. After the execution of this Agreement, the
      actual all-in net benefit of cost reduction opportunities identified by
      Seller (i) of which Buyer and Buyer's Affiliates were not aware at the
      time Seller notified Buyer of them, (ii) which do not result from a price
      reduction by a supplier on the AVL and (iii) which are accepted by Buyer,
      on Class A Components, Class B Components and Class C Components [*]. The
      benefits shared with Seller shall be in the form of increased margin on
      Products sold by



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      Seller which incorporate the cost reduction for a period of [*] after
      implementation or until the termination of this Agreement, if earlier.

      During New Product Introduction (NPI), in exchange for providing pricing
      during the pilot, preproduction and manufacturing ramp-up stage equivalent
      to that provided during the volume manufacturing period for any new
      Product Buyer identifies to Seller and which is added to this Agreement,
      Seller will retain [*] of any purchase price variance (as defined in the
      second sentence of the preceding paragraph) identified by Seller during
      the NPI phase, for a period of [*] after implementation or until the
      termination of the Agreement, if earlier, and [*] thereof during the [*]
      period starting on the last day of such [*] period or until termination
      of this Agreement, if earlier.


E.    Price Auditing

      Buyer reserves the right to review all Component pricing, contracts,
      Purchase Orders, and payment schedules applicable to Seller's activities
      in providing Product in connection with this Agreement. Audits are
      intended to ensure Supplier compliance with Buyer's contractual pricing
      and delivery requirements. Seller shall provide such access to its books,
      records, facilities, and officers and employees as may reasonably be
      requested by Buyer in connection with any such audit, which shall take
      place during Seller's business hours and shall not unreasonably interfere
      with Seller's operations.

5.    DELIVERY

A.    Lead Time

      Lead time represents the period of time required by Seller to procure
      Components, manufacture and deliver a finished Product beginning with the
      receipt of a Purchase Order for the Product and ending with the shipment
      of the finished Product. Seller shall provide Issuing Party a lead time
      which, at a maximum, represents the longest Component lead time plus one
      week.

B.    Timely delivery is an important requirement of Buyer. Delivery performance
      shall be measured by on-dock date against the agreed delivery date. The
      delivery target is either the specified delivery date or the immediately
      preceeding day.

C.    To achieve Buyer's Just-In-Time goals, Seller agrees to perform frequent
      on-time deliveries, maintain regional warehouses, or establish "in-house
      stores" maintained at the Buyer's production sites.

D.    Unless otherwise set forth in the Purchase Order, and mutually agreed in
      writing by both Parties, title and risk of loss shall pass to Issuing
      Party at the named place of destination as indicated by the Issuing Party.
      Seller shall consult the Issuing Party on the freight method and carrier
      and, when Issuing Party is paying for freight, use Issuing Party's
      prescribed freight method and carrier.

E.    If Seller delivers Product before the specified delivery date, Issuing
      Party may, at its option, return such Product at Seller's risk and expense
      for subsequent delivery on the specified delivery date or retain such
      material and make payment to terms as if the shipment had been delivered
      on the specified delivery date.


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F.    Changes to delivery dates may only be approved by the authorized
      purchasing representatives for the Issuing Party. The Issuing Party may,
      without cost or liability, issue change requests for Product quantities
      and schedule dates in accordance with the Flexibility Agreement. Written
      confirmation or rejection of any change request will be sent by Seller to
      the Issuing Party within three (3) business days of receiving a change
      request, and the Issuing Party shall provide a confirming Purchase Order
      change within three (3) business days of receiving Seller's confirmation.
      Seller must accept any change requests within the terms of the Flexibility
      Agreement Requests that fall outside the scope of the Flexibility
      Agreement will be mutually agreed to as to quantity, timing, and cost, and
      will become effective only after Parties reach a mutual agreement.

G.    Seller shall notify Issuing Party in writing immediately if Seller has
      knowledge of any event which could result in any change to the agreed
      delivery plan.


H.    In the event that Product scheduled for delivery is more than [*]
      business days late, Seller agrees to use Issuing Party's preferred carrier
      (or other transportation mode) if requested by Issuing Party. Seller
      agrees to absorb any incremental premium transportation cost on such late
      shipment. In the event that Product scheduled for delivery is more than
      [*] business days late the Issuing Party may purchase substitute Product
      elsewhere with no liability to Seller whatsoever, except to the extent
      that failure to deliver is caused by Issuing Party, Seller will not be
      liable for late delivery.


6.    PACKING, MARKING, WORKMANSHIP, AND SHIPPING INSTRUCTIONS

A.    All Product shall be prepared and packed in a commercially reasonable
      manner so as to secure the lowest transportation rates and meet carrier's
      requirements and those set forth in Buyer's Packaging Specifications
      (Iomega Document: 00201400: "Spec, Iomega Packaging").

B.    Each shipping container shall be marked to show Issuing Party's Purchase
      Order number, part number, revision level, lot number, quantity contained
      therein, and destination. A packing list showing the Purchase Order number
      shall be included in each container. Marking on all parts should be per
      the Buyer's shipping specification. Symbolization should include date of
      manufacture, place of manufacture, Seller's part number and revision
      number.

C.    Seller agrees to standardize the count multiples used in shipments of
      Product.

7.    QUALITY

A.    Buyer and Seller shall establish one or more Quality Agreements acceptable
      to both Parties, if needed.

B.    At Buyer's or Seller's request, each Party will facilitate reasonable
      on-site visits and inspections by the other Party during normal business
      hours. Inspections shall in no way relieve either Party of obligations to
      deliver or correctly use conforming Product.

C.    Seller agrees to provide relevant outgoing inspection, quality, and
      reliability data upon Buyer's request.


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D.    Seller agrees that all Products will conform to the Specifications for the
      part number and revision level stated on Issuing Party's Purchase Order,
      to the workmanship specifications of IPC-610B Class 2 as modified from
      time to time, and to the then currently accepted commercial manufacturing
      practices.


E.    Seller agrees to advise Buyer in writing of any changes to process,
      materials, or sources of supply no less than the Components' lead time
      plus [*] and to ensure that such changes do not compromise specifications,
      quality, or reliability of Products ordered pursuant to this Agreement. In
      the event a Seller-proposed change fails the Buyers qualification, the
      Seller is obligated to provide the existing qualified product until the
      proposed changed can be qualified.


8.    INSPECTION AND ACCEPTANCE


A.    Products purchased pursuant to this Agreement shall be subject to
      inspection and testing by Issuing Party, which shall occur within [*]
      business days of receipt, with a goal to reduce same to [*]. Unless
      otherwise specified in the Purchase Order, final inspection and acceptance
      of Product by Buyer shall be at Buyer's, Buyer's Affiliates, or Buyer's
      Authorized Agent's facilities. Buyer reserves the right to reject Product
      which does not conform to the Specifications and the Quality Agreement, if
      any. Buyer may either return non-conforming Product for full credit of the
      purchase price plus any transportation charges paid by Buyer to prevent
      line-down situations, or require prompt repair or replacement, at Seller's
      option, of non-conforming Product, which rights shall be in addition to
      such other rights as Buyer may have in law or equity. Repaired or replaced
      Product-shall be subject to the same inspection and warranty provisions of
      this Agreement as Product originally delivered under any Purchase Order.


      In the event non-conforming Product is received by Issuing Party, the
      Seller will be notified and a satisfactory remedy will be negotiated.
      Remedial action will include Corrective Action Reports (CARs), Return
      Material Authorizations (RMAs), and a plan to proceed. If non-conforming
      Product is received, Issuing Party will provide Seller with the
      opportunity to remedy. Issuing Party has the right to immediately "screen"
      such Product to prevent a line-down situation. However, the Issuing Party
      will supply the Seller an estimation of the amount of Product to be
      screened, along with the costs involved. The-actual labor costs will be
      applied for each direct labor man-hour expended by Buyer, Buyer's
      Affiliates, or Buyer's Authorized Agents, and the actual costs of
      supplies. In the event a subcontractor is needed for additional inspection
      and/or screening, the actual cost incurred by Buyer, Buyer's Affiliates,
      or Buyer's Authorized Agents will be charged to the Seller.

B.    Return of Rejected Product


      In the event Buyer, Buyer's Affiliates, or Buyer's Authorized Agent
      detects non-conforming Product, a Non-Conforming Material Report (NCMR)
      and/or a Corrective Action Request (CAR) shall be provided to Seller.
      Seller has [*] from the return receipt of non-conforming Product to
      confirm the reason for rejection. Seller must provide a Return Material
      Authorization (RMA) within [*] after receipt of samples of suspected
      Product.



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      If Seller accepts the CAR, the following procedures (the "RMA Procedures")
      shall apply with respect to the relevant Product:

      1.    Buyer shall return the discrepant Products to Seller accompanied by
            the RMA number and send a debit note (invoice) to Seller
            representing the Prices and quantity of the returned Product; and
      2.    Buyer may send a Purchase Order to Seller to replace parts at
            Buyer's discretion; and
      3.    Seller shall expedite such Purchase Order at Buyer's request by
            premium transport. Incremental transportation cost shall be absorbed
            by Seller. Seller shall also conform to the Buyer's closed loop
            corrective action process.
      4.    Seller shall credit Buyer's account for the amount of the debit
            note.

      If Seller does not accept the CAR the following procedures (the "Seller
      Analysis Procedures") shall apply with respect to the relevant Product:

      1.    Seller shall request Buyer to send samples of rejected Product to
            Seller for detailed analyses;

      2.    Seller shall analyze samples within [*] business days after receipt
            of such samples. After analyses of those samples, Seller shall issue
            an RMA or give a written explanation of denial.

      3.    In the case that an RMA is issued, the RMA Procedures shall apply
            and the CAR shall be accepted.

      4.    In the case of Product with No Defect Found, a mutually agreed
            charge will apply.

      If pending the analysis of samples by Seller pursuant to the Seller
      Analysis Procedures, Buyer is in urgent need of Product, Buyer may issue a
      Purchase Order to replace the Products to which the CAR pertains. Seller
      will expedite such Purchase Order at Buyer's request and, if requested by
      Buyer, will ship the order by premium transport as specified by Buyer.
      Unless an RMA is issued, all costs of expedited handling of such Purchase
      Order and any premium transport specified by Buyer shall be borne by
      Buyer.

C.    Support

      Buyer may request reasonable on-site support from Seller, which Seller
      shall provide, to solve problems with rejected shipment batches of Product
      as well as validating inspection methodology further specified in the
      Quality Agreement. All costs will be borne by the entity incurring them.

D.    Other

      For purposes of this Section 8 the term Buyer shall mean Buyer, or, if
      different, the Issuing Party except that the provisions of Section 8.A
      concerning Screening and additional inspection shall, once invoked, apply
      equally to Buyer, Buyer's Affiliates, and Buyer's Authorized Agents and in
      the event of dispute among Issuing Parties, Buyer shall make the final
      determination. To the extent any of Buyer's Affiliates is obligated to
      Seller under this Section 8, Buyer will cause it to perform its
      obligations.


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9.    WARRANTY

A.    Seller warrants that title to all Products delivered to Buyer under
      this Agreement shall be free and clear of all liens, encumbrances,
      security interests or other claims.

B.    Seller warrants that Products delivered hereunder shall be free from
      defects in workmanship under normal use and service for a period of [*]
      from date of acceptance of Products by Issuing Party. Seller further
      warrants that all Products shall conform to the Specifications. Seller
      makes no warranty on Components except to the extent that a Component
      is covered by the Component manufacturers' or another persons' warranty
      that is enforceable and collectable. If a failed Component is not
      covered by its manufacturer's or another person's warranty which is
      enforceable and collectable, Buyer shall [*] unless the non-coverage is
      Seller's fault. Seller shall, upon request, assign Components
      warranties to Buyer in which event Seller shall have no responsibility
      for the components covered thereby.

      The warranty for replaced or repaired Product will be the same as for
      the original Product. Products which are "samples" and/or "prototypes"
      are sold "as is", with all faults and with no warranty whatsoever.

C.    Non-conforming Product discovered during Buyer's manufacturing or
      assembly processes are not considered to be a warranty repair and shall
      be corrected in accordance with paragraph 8.

D.    Seller agrees that in case of epidemic failure (greater than [*]
      combined failure rate of delivered Product, after [*] units have been
      produced, for the same or multiple causes in any [*] period). Seller
      will provide corrective action in accordance with Paragraph 8 and
      Seller will provide a written corrective Action Report addressing the
      steps that will be taken to eliminate the cause of the problem in
      accordance with Buyer's Corrective Action process. Failures due to
      Component issues will be cooperatively resolved between Buyer, Buyer's
      Affiliate, or Buyer's Authorized Agent, Seller and Component supplier.

E.    Seller agrees to work with Buyer during the development phase in order
      to make sure that the products are fit for the intended use, but Seller
      does not warrant such fitness. Especialy in the development phase, both
      Buyer and Seller have the responsibility to give each other immediate
      feedback on fit-for-use issues and potential defect mechanisms. Buyer
      has the sole responsibility to make sure that the Specifications
      reflect the fit-for-use criteria.

F.    If during the applicable warranty period, (i) Seller is notified
      promptly in writing upon discovery of any non-conformity in the
      Products, including a detailed description of such defect; (ii) such
      Products are returned to Seller's Failure Analyses and Corrective
      Action facility accompanied by Seller's Return Material Authorization;
      and (iii) such Products are defective and such defects are not caused
      by accident, abuse, neglect, alteration, improper installation, repair
      or alteration by someone other than Seller, improper testing, or use
      contrary to any instructions issues by Seller within a reasonable time
      and not in opposition to Product's Specifications, Seller shall [*].

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G.    Prior to any return of Products by Issuing Party pursuant to this
      Paragraph, Issuing Party shall afford Seller the opportunity to inspect
      such Products at issuing Party's location, and any such Products so
      inspected shall not be returned to Seller prior to receipt of an RMA.

H.    Seller shall return Products repaired or replaced under this warranty to
      Issuing Party transportation prepaid. Seller shall also reimburse Issuing
      Party for the transportation charges paid by Issuing Party, if any, for
      repaired, replaced, or returned-for-credit Products. Performance of this
      warranty does not extend the warranty period for any unreturned Products
      beyond that period applicable to the Products when originally delivered.
      Repaired or replaced Products shall have full warranty coverage from date
      of final delivery to Issuing Party.

I.    The foregoing warranty constitutes Seller's exclusive liability, and the
      exclusive remedy of the Issuing Party, for any breach of warranty or other
      nonconformity of accepted Products covered by this Agreement.

10.   END OF LIFE


A.    In the event Seller determines that the manufacture of any Product covered
      by this agreement should be discontinued, Seller shall notify Buyer in
      writing of Products' End of Life [*] in advance. Seller shall allow Buyer
      the opportunity to purchase sufficient quantities of Product necessary to
      maintain and support Buyer's requirements for a minimum of [*] after
      Buyer's receipt of Seller's notification. The parties agree to negotiate
      the timing of such discontinuance and the purchase of final life-time buy
      quantities (including price and delivery).


B.    In the event Buyer determines that the manufacture of any Product covered
      by this agreement should be discontinued, Buyer shall notify Seller in
      writing of Products' End of Life. Buyer and Seller shall negotiate the
      timing of such discontinuance and the dispostion of finished goods, work
      in progress, and Buyer unique materials that have been purchased within
      lead time by Seller to fulfill Issuing Party's Purchase Order(s). In no
      case shall Issuing Party's liability exceed the purchase of all finished
      goods, work in progress, and Buyer unique materials that have been
      purchased within lead time by Seller to fulfill Issuing Party's Purchase
      Order(s), and reimbursement to Seller for cancellation and/or return
      charges for standard products that have been purchased within lead time,
      and cannot be used on any other Product, by Seller to fulfill Issuing
      Party's Purchase Order(s). Components which are purchased pursuant to
      minimum order quantities to fulfill Issuing Party's Purchase Order(s)
      shall be included under this paragraph.

11.   PAYMENT AND SET-OFF


A.    Payment shall be made by Issuing Party net [*] days from the date of
      receipt of product. Payment of invoices shall not constitute final
      acceptance of the Product.


B.    Issuing Party retains the right to set-off rejections of Product (per
      Paragraph 8) against future invoices.


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                                  Page 11 of 26
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<PAGE>

C.    Except as provided in Section 11.B all payments shall be made without any
      discount whatsoever. Seller shall submit the invoices to the address
      indicated by Buyer.

D.    Unless otherwise specified in Exhibit A or agreed to in writing by the
      Seller and the Issuing Party, payment shall be in U.S. Dollars. Both
      Parties agree to wire transfer as the method of payment, Seller and each
      Issuing Party shall specify accounts to which funds should be transferred.

12.   CHANGES

A.    Product Modification

      The Parties recognize that from time to time Seller will request or will
      be requested by Buyer to implement Engineering Change Orders (hereinafter
      referred to as "ECOs"). The following outlines the proper procedure:

      1. Seller Requested Changes


      Seller is to notify Buyer in writing of proposed ECOs no less than lead
      time of the Components plus [*] and will, if so requested, provide Buyer
      with samples. The notification shall include the proposed product changes,
      anticipated price changes and implementation date. Notification shall also
      include the appropriate documentation to support Buyer's investigation of
      the impact of this proposal. Buyer will review the feasibility of the
      implementation of the proposed ECO. If lead time or new costs are required
      for the ECO, lead time and new prices will be reviewed. Buyer is to advise
      Seller of its decision with respect to the proposed ECO within [*] after
      receipt of Seller's written notification.


      2. Buyer Requested Changes


      Buyer agrees to notify Seller in writing of all proposed ECOs. This
      notification will include the appropriate documentation to support
      Seller's investigation of the impact of this proposal. Seller is to report
      to Buyer within [*] of Buyer's request the feasibility of the
      implementation of the ECO and if possible, the estimated charges that
      would be incurred for obsolete work-in-process material, raw material, and
      on-order material. Buyer will review the labor and material costs and
      impact for the implementation of the ECO. If new material is required for
      the ECO, lead time and new Product price will be reviewed and mutually
      agreed upon.

      Buyer is to notify Seller in writing within [*] after receipt of Seller's
      cost report of its decision as to the proposed ECO, associated costs, and
      the implementation dates. Seller will execute an agreed ECO per a
      mutually-agreed upon phase-in plan that will not, under any circumstances,
      exceed the maximum of lead-time for new or different Components plus two
      weeks.


B.    No changes shall be made by Seller as defined in Section 7.E nor in the
      form, fit, or function of Products purchased hereunder without Buyer's
      prior written approval.


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                                  Page 12 of 26
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<PAGE>

13.   TERMINATION FOR CAUSE

A.    Seller may terminate this Agreement and/or any Purchase Order issued
      hereunder at any time by written notice in the event Buyer, Buyer's
      Affiliate, or Buyer's Authorized Agent:


      1.    Fails to comply with any material provision of this Agreement and,
            in the case of a breach which is capable of remedy, fails to remedy
            same within [*] of notification of said breach, or

      2.    Becomes insolvent or makes an assignment for the benefit of
            creditors, or a receiver or similar officer is appointed to take
            charge of all or a part of the Buyer's, Buyer's Affiliate's, or
            Buyer's Authorized Agent's assets or is the subject of any
            bankruptcy or insolvency proceedings and such condition is not cured
            within [*].


      3.    Assigns, or attempts to assign, or subcontracts or attempts to
            subcontract, any or all of its rights or obligations under this
            Agreement or any Purchase Orders issued hereunder to a third party,
            other than Buyer's Affiliates, without the Seller's prior written
            approval. Approval of assignment to Buyer's Affiliates will not be
            unreasonably withheld under this paragraph, but Buyer shall remain
            liable for Buyer's Affiliate's obligations.

            In addition, if Buyer, Buyer's Affiliate, or Buyer's Authorized
            Agent fails to make payment when due or within any applicable grace
            or notice period, unless such obligation to pay is in a bona fide
            dispute, or any of the events in paragraph 13.A above occur (not
            counting any grace or notice period) Seller may suspend its
            performance hereunder.

B.    Buyer may terminate this Agreement and/or any Purchase Order issued
      hereunder at any time by written notice in the event Seller:


      1.    Fails to comply with any material provision of this Agreement and in
            the case of a breach which is capable of remedy, fails to remedy
            same within [*] of notification of said breach, or

      2.    Becomes insolvent or makes an assignment for the benefit of
            creditors, or a receiver or similar officer is appointed to take
            charge of all or a part of Seller's assets or is the subject any
            bankruptcy or insolvency proceedings and such condition is not cured
            within [*].


      3.    Assigns, or attempts to assign, or subcontracts or attempts to
            subcontract, any or all of its rights or obligations under this
            Agreement or any Purchase Orders issued hereunder to a third party,
            other than Seller's Affiliates whose facilities are approved per
            paragraph 3.B, without the Buyer's prior written approval. Approval
            of assignment to Seller's other Affiliates will not be unreasonably
            withheld under this paragraph.


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                                  Page 13 of 26
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<PAGE>

C.    Upon termination by Seller of the Agreement and/or any Purchase Order
      issued under Section 13.A above:

      1.    Seller shall immediately cease to incur expenses pursuant to this
            Agreement and/or any Purchase Order that has been terminated unless
            otherwise directed in the termination notice. Seller shall also take
            all reasonable steps to mitigate impact of terminating this
            Agreement and/or any Purchase Order.

      2.    Subject to Section 27.A, Issuing Party's entire liability shall be
            to pay any balance due for non-conforming Products received from
            Seller before notice of termination, purchase all finished goods,
            work in progress, and Buyer unique Components that have been
            purchased within lead time by Seller to fulfill Issuing Party's
            Purchase Order(s), and to reimburse Seller for cancellation and/or
            return charges for non-unique Components that have been purchased
            within lead time by Seller to fulfill Issuing Party's Purchase
            Order(s).

D.    Upon termination by Buyer of the Agreement and/or any Purchase Order
      issued under section 13.B above:

      1.    Seller shall immediately cease to incur expenses pursuant to this
            Agreement and/or any Purchase Order that has been terminated unless
            otherwise directed in the termination notice. Seller and Buyer shall
            also take all reasonable steps to mitigate impact of terminating
            this Agreement and/or any Purchase Order.


      2.    Buyer shall have the option to purchase any Components, work in
            progress, or finished goods which Seller may have purchased or
            processed for the fulfillment of any Purchase Order [*].


      3.    Subject to Section 27.A, Buyer shall have no liability beyond
            payment for any balance due for conforming Products received from
            Seller before notice of termination.

14.   TERMINATION FOR CONVENIENCE


A.    Buyer may terminate this Agreement at any time for any reason or for its
      convenience upon giving [*] written notice of termination to the Seller
      ("Termination Period"). Buyer warrants that all provisions of this
      Agreement will be upheld throughout the Termination Period. Upon receipt
      of such notice, Seller shall immediately cease to incur expenses, except
      those necessary for execution of remaining Purchase Orders, pursuant to
      this Agreement. Buyer may terminate on shorter notice but if it does,
      Buyer shall pay Seller a negotiated amount. Seller and Buyer shall also
      take all reasonable steps to mitigate the cost to both Parties for
      terminating this Agreement. Seller shall immediately notify Buyer of costs
      incurred through the last day of the Termination Period, and Buyer shall
      be liable for such costs. In no event shall such cost exceed the unpaid
      balance due:


      1.    for conforming Product delivered per Issuing Party's Purchase Orders
            prior to the actual termination date and an amount for Product that
            would have been delivered through the Termination Period, which
            shall be negotiated between the Parties.

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                                  Page 14 of 26
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<PAGE>

      2.    for all finished goods, work in progress, and Buyer unique
            Components that have been purchased within lead time by Seller to
            fulfill Issuing Party's Purchase Order(s), and to reimburse
            Seller for cancellation and/or return charges for non-unique
            Components that have been purchased within lead time by Seller to
            fulfill issuing Party's Purchase Order(s).

B.    Seller may terminate this Agreement at any time for any reason or for
      its convenience upon giving [*] written notice of termination to the
      Buyer ("Termination Period"). Seller warrants that all provisions of
      this Agreement will be upheld throughout the Termination Period. Seller
      agrees to assist Buyer, upon Buyer's request, to locate and secure
      sufficient capacity for Product to meet Buyer's demand before the end
      of the Termination Period. Seller and Buyer shall use best efforts to
      mitigate the cost to Buyer for terminating this Agreement including,
      but not limited to, minimizing the inventory of Buyer-unique,
      non-cancelable and/or non-returnable material at the end of the
      Termination Period and Buyer may elect to purchase Components, work in
      process and finished goods at [*].

15.   LIMITATION OF LIABILITY

A.    IN NO EVENT SHALL EITHER PARTY'S LIABILITY FOR ANY BREACH OR ALLEGED
      BREACH OF THIS AGREEMENT EXCEED THE TOTAL PURCHASE PRICE FOR THE
      PRODUCTS IN QUESTION SUPPLIED UNDER THIS AGREEMENT WITHOUT CREDIT FOR
      ANY PAYMENTS PREVIOUSLY MADE THEREFOR, NOR SHALL EITHER PARTY BE LIABLE
      FOR ANY LOSS OF PROFITS (LOSS OF PROFITS SHALL NOT BE CONSTRUED TO LIMIT
      THE OBLIGATION TO PAY THE PRICE FOR COMPLYING PRODUCTS OR THE
      NEGOTIATED AMOUNT REFERRED TO IN 14.A), LOSS OF USE, SPECIAL,
      INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES
      RESULTING FROM SUCH BREACH OR ALLEGED BREACH, AND IRRESPECTIVE OF
      WHETHER SELLER HAS ADVANCE NOTICE OR ADVANCE KNOWLEDGE OF THE
      POSSIBILITY OF SUCH DAMAGES.

16.   FORCE MAJEURE

A.    Neither Party shall be liable for its failure to perform any of its
      obligations hereunder during any period in which performance is delayed
      by fire, flood or other severe weather, war, embargo, riot,
      intervention of any government authority, labor unrest or any other
      cause beyond Party's control ("Force Majeure"), provided that the Party
      suffering such delay immediately notifies the other Party of the delay
      and proceeds immediately upon occurance to eliminate such Force Majeure
      or limit its effects. If, however, Seller's performance is delayed for
      reasons set forth above for a consecutive period of [*] or more, Seller
      will make its best effort to transition its production for the duration
      of the Force Majeure to an alternate source (including a competitor).
      In the event Seller is not able to establish an alternative source, the
      Buyer, notwithstanding any other provision of this Agreement to the
      contrary, may terminate this Agreement and/or any Purchase Order(s)
      issued hereunder by notice to Seller. In the event of such termination,
      Buyer's and/or Issuing Party's sole liability hereunder will be for the
      payment to Seller of any balance due and owing for conforming Product
      delivered by

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                                  Page 15 of 26
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<PAGE>

      Seller prior to Seller's notification of delay to Buyer. Buyer shall have
      the option to purchase any Components, work in progress, or finished goods
      which Seller may have purchased or processed for the fulfillment of any
      Purchase Order at Seller's cost plus a negotiated amount for any value
      already added by Seller. In the event the Parties do not terminate this
      Agreement and/or Purchase Order due to a Force Majeure, the time for
      performance or cure will be extended for a period equal to the duration of
      the Force Majeure.

17.   NOTICES

A.    All notices, reports, requests, acceptances, and other communications
      required or permitted under this agreement shall be in writing and shall
      reference this agreement. They will be deemed delivered:

      1. When delivered in person, or

      2. When sent by confirmed telex or acknowledged facsimile or acknowledged
      e-mail except that the communications referred to in Sections 13, 14, and
      16 may not be sent by e-mail, or

      3. One day after having been sent by commercial overnight courier with
      written verification of receipt or,

      4. Five days after having been sent by registered or certified mail,
      return receipt requested, postage prepaid, or upon actual receipt thereof,
      whichever occurs first.

      An acknowledged e-mail communication shall be deemed to be a communication
      in writing. All communication will be sent to the receiving Party as
      follows or to such address that the receiving party may designate pursuant
      to this Section.

--------------------------------------------------------------------------------
If to Seller:                                 If to Buyer
Manufacturers' Services Limited               IOMEGA CORPORATION
200 Baker Ave.                                1821 WEST IOMEGA WAY
Concord, MA 01742-2121                        ROY, UTAH 84067
USA                                           USA

ATTN.: General Counsel                        ATTN.: Procurement Director
--------------------------------------------------------------------------------

with a copy to:                               with a copy to:
Manufacturers' Services Limited               IOMEGA CORPORATION
607 North Juanita                             1821 WEST IOMEGA WAY
Unit B                                        ROY, UTAH 84067
Redondo Beach, CA 90277                       USA
USA
                                              ATTN.: General Counsel
ATTN: Rod Michael, VP Business Dev.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
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                                  Page 16 of 26
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<PAGE>

18.   COMPLIANCE WITH LAWS

A.    All Product supplied and work performed under this Agreement shall comply
      with all applicable laws and regulations in effect. In particular, Seller
      agrees that its performance under this Agreement shall comply with all
      laws governing its relationship with its employees, agents or
      subcontractors and with the chlorofluorocarbon labeling requirements of
      the U.S. Clean Air Act of 1990. Upon request, Seller agrees to certify
      compliance with such applicable laws and regulations.

19.   PATENT, COPYRIGHT AND TRADEMARK INDEMNITY

A.    Buyer shall, at its own expense, indemnify and hold Seller harmless from
      and against any claim, expense, damage or loss resulting from, and shall
      defend at its own expense (including reasonable attorneys fees and
      expenses) any claim or suit that may be made against Seller for any
      alleged infringement of any patent, trade mark, copyright, or other
      proprietary right related to the Products covered by this Agreement to the
      extent that the alleged infringement arises from Seller's compliance with
      Specifications and instructions issued by Buyer and/or an Issuing Party.
      Seller shall give Buyer prompt notice in writing of any such suit or claim
      and its documentation and permit Buyer, through counsel of Buyer's choice,
      to answer the charge of infringement and defend such suit and control the
      settlement thereof. Seller shall cooperate with Buyer at Buyer's expense,
      in the defense and/or settlement of such suit or claim. Buyer shall not be
      responsible or liable for any settlement made without its prior written
      consent. In addition, in the event that an infringement suit results in a
      judgment against Buyer's designs, Buyer's liability shall also be to
      purchase at Seller's cost all materials obsoleted by the judgment,
      including finished goods, work in progress, and Buyer unique materials
      that have been purchased within lead time by Seller to fulfill Buyer's
      Purchase Order(s), and to reimburse Seller for cancellation and/or return
      charges for obsoleted standard products that have been purchased within
      lead time by Seller to fulfill Buyer's Purchase Orders.

B.    Seller shall, at its own expense, indemnify and hold Buyer and each
      Issuing Party harmless from and against any claim, expense, damage, or
      loss resulting from, and shall defend at its own expense (including
      reasonable attorneys fees and expenses), any claim or suit that may be
      made against any of them for any alleged infringement of any patent, trade
      mark, copyright, or other proprietary right related to the Products
      covered by this Agreement except to the extent that the alleged
      infringement arises from Seller's compliance with Specifications and
      instructions issued by Buyer and the Issuing Party. Buyer and the Issuing
      Party shall give Seller prompt notice in writing of any such suit or claim
      and its documentation and permit Seller, through counsel of Seller's
      choice, to answer the charge of infringement and defend such suit and
      control the settlement thereof. Buyer and the Issuing Party shall
      cooperate with Seller at Seller's expense, in the defense and/or
      settlement of such suit or claim. Seller shall not be responsible or
      liable for any settlement made without its prior written consent.

C.    This Section 19, as limited by Section 15, allocates the total
      responsibility and liability for, and the sole remedy for, any actual or
      alleged infringement of any patent, trademark or copyright by any Products
      or services delivered hereunder, or any part thereof. This Section 19 is
      in lieu of and replaces any other expressed, implied, or statutory
      warranty against infringement. If a supplier of Components is or may be
      required to indemnify,


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                                  Page 17 of 26
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<PAGE>

      defend or hold Seller, Buyer or an Issuing Party harmless with respect to
      any alleged infringement, Seller agrees to coordinate its activities with
      respect to such supplier with Buyer and to assign its rights with respect
      to such supplier to Buyer upon request.

D.    Seller is authorized to use Buyers logo and trademarks only to the extent
      necessary to meet the required specification for the Product(s) and only
      after Buyer's prior review and approval of each use. No other rights with
      respect to Buyer's trademarks, trade names or brand names are conferred,
      either expressly or by implication, upon Seller.

20.   CAPACITY PLANNING

A.    Seller agrees to review forecasts provided by Buyer and advise Buyer if
      Seller anticipates that it will be unable to achieve the requested
      volumes. Buyer's volume forecasts will be provided to Seller according to
      Section 2.D. Seller may from time to time request Buyer to review Buyer's
      forecast and advise of any changes and Buyer will do so.

B.    If Buyer's Rolling Forecast exceeds Seller's available maximum capacity
      for Buyer, Seller shall advise Buyer of the limitations in the capacity
      and provide a response in writing as described in the Purchase Order and
      Rolling Forecast articles.

21.   GRATUITIES

      Each Party represents and warrants that it has not offered or given and
      will not offer or give any employee, agent, or representative of the other
      Party any gratuity with a view toward securing any business from the other
      Party or influencing such person with respect to the business between the
      parties.

22.   INSURANCE AND STATUTORY OBLIGATIONS

      If either Party's work under this Agreement requires access to any of the
      other Party's premises or the premises of the other Party's customers,
      suppliers, or locations where the other Party conducts business, or with
      material or equipment furnished by the other Party, both Parties shall
      take all necessary precautions to prevent the occurrence of any injury to
      persons or property during the progress of such work and, except to the
      extent that such injury is due to the other Party's negligence or willful
      misconduct, each Party shall indemnify the other Party against all loss
      which may result in any way from any negligence or willful misconduct of
      the Party, its employees, servants, agents, or subcontractors, and each
      Party shall maintain such insurance as shall protect the other Party from
      such risks and from any statutory liabilities arising therefrom and shall
      provide evidence of such insurance to the other Party upon request.

      Party for the purposes of Section 22 includes Buyer, Buyer's Affiliates,
      and Buyer's Authorized Agents.


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                                  Page 18 of 26
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<PAGE>

23.   PRODUCT LIABILITY INSURANCE

      Buyer will provide evidence of product liabiity insurance in the amounts
      of [*] per occurrence and [*] aggregrate per year, and will maintain in
      effect such insurance which will name Seller as an additional insured.

24.   CONFIDENTIAL INFORMATION

A.    Confidentiality

      Confidential information shall be treated in accordance with Confidential
      Disclosure Agreement signed July 21, 1997 by Seller and July 21, 1997 by
      Buyer. If additional confidential information not covered by such
      Agreement needs to be exchanged by the Parties, the Parties will first
      enter additional confidential disclosure agreements as appropriate.

25.   COUNTRY OF ORIGIN

A     For each Product purchased under this Agreement, Seller shall furnish
      Buyer with country of origin (manufacture), by quantity and part number
      (Buyer's and Seller's) if requested by Buyer.

26.   PROPERTY FURNISHED BY BUYER

A.    Any tools, drawings, specifications, or other materials furnished by Buyer
      for use by Seller in its performance under this Agreement or any Purchase
      Order issued hereunder shall be identified and shall remain the property
      of Buyer and shall be used by Seller only in its performance hereunder and
      Seller shall, at Buyer's expense, take such action as Buyer may reasonably
      request to give full legal effect to Buyer's rights therein. Such property
      shall be returned to Buyer at Buyer's cost, upon request, to destination
      specified by Buyer in good condition, except for normal wear and tear.

B.    Buyer shall maintain, or pay to maintain, any Buyer-owned property in use
      by Seller.

27.   GENERAL

A.    Any obligations and duties which, by their nature, extend beyond the
      expiration or earlier termination of this Agreement, including Sections 0,
      4.E, 8, 9, 11, 13.C, 14, 15, 16, 19, 24 and 26 shall survive any such
      expiration or termination and remain in effect. Termination shall not
      relieve any Party from its liability for breach.

B.    If any provision or provisions of this Agreement shall be held to be
      invalid, illegal or unenforceable, such provision shall be enforced to the
      fullest extent permitted by applicable law and the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby.


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                                  Page 19 of 26
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<PAGE>


C.    No action, except those regarding claims by third parties, or claims with
      respect to patents, copyrights, trademarks or trade names or the
      unauthorized disclosure of Confidential Information, regardless of form,
      arising out of this Agreement may be brought by either party more than [*]
      after the cause of action has arisen, or, in the case of non-payment, more
      than [*] from the date the payment was due.


D.    Any waiver of any kind by a party of a breach of this Agreement must be in
      writing, shall be effective only to the extent set forth in such writing
      and shall not operate or be construed as a waiver of any subsequent
      breach. Any delay or omission in exercising any right, power or remedy
      pursuant to a breach or default by a party shall not impair any right,
      power or remedy which either party may have with respect to a future
      breach or default.

E.    To the extent the laws of the United States are applicable, Seller hereby
      gives assurance to Buyer that it shall not export, re-export or otherwise
      disclose, directly or indirectly, technical data received from Buyer or
      the direct product of such technical data to any person or destination
      when such export, re-export or disclosure is prohibited by the laws of the
      United States or regulations of a Department of the United States.

F.    This Agreement is considered to be Buyer and Seller Confidential
      Information.

G.    The entire Agreement between the parties is incorporated in this Agreement
      and Exhibits, and it supersedes all prior discussions and agreements
      between the parties relating to the subject matter hereof. This Agreement
      can be modified only by a written amendment duly signed by persons
      authorized to sign agreements on behalf of both parties, and shall not be
      supplemented or modified by any course of dealing or trade usage. Variance
      from or addition to the terms and conditions of this Agreement in any
      Purchase Order, or other written notification from Seller will be of no
      effect.

H.    Exhibits specified in this Agreement shall be attached hereto and by this
      reference are made a part hereof.

I.    The construction, validity, and performance of this agreement and any
      Purchase Order issued under it shall be governed by the laws of the State
      of Utah. The United Nations Convention on Contracts for the International
      Sale of Goods is hereby expressly excluded from application to this
      Agreement.


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                                  Page 20 of 26
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<PAGE>

IN WITNESS, THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HAVE EXECUTED THIS
AGREEMENT.


For the Buyer:                          For the Seller:


/s/ Wayne Stewart 7/31/97               /s/ Rod Michael  7/30/97
--------------------------------        --------------------------------
Signature         (date)                Signature        (date)

WAYNE STEWART                           ROD MICHAEL
--------------------------------        --------------------------------
Name                                    Name

Chief Operating Officer                   VP Business Development
--------------------------------        --------------------------------
Title                                   Title

Iomega Corporation                      Manufacturers' Services Limited
--------------------------------        --------------------------------
Company                                 Company


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                                  Page 21 of 26
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<PAGE>

                                    EXHIBIT A

                               Products & Pricing


Seller agrees that the price is firm for the current [*] and that the price will
be renegotiated prior to the end of the firm pricing period. Seller agrees to
furnish a non-binding price forecast for the following [*]. No less than [*]
prior to the end of the then current pricing period, Seller shall provide Buyer
with [*] pricing. Seller agrees that any Value Added and Material Acquisition
pricing adjustments made shall include both existing Purchase Orders (backlog)
and new Purchase Orders respective to the [*] in which they are scheduled for
delivery by Buyer.


Seller further agrees to provide price in US$. Buyer agrees to pay in US$ for
any given quarter.

Qtrly Run Rate         Machine            Hand         Hand Solder    Material
(Annualized)       Placement Cost    Placement Cost     Cost/Comp    Acquisition
------------       --------------    --------------     ---------    -----------


[*]


Component Pricing is delivered by Buyer to the Seller for each pricing period.
The total price of the Product is calculated by the following formula, using the
values in the table above:

[*]

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                                  Page 22 of 26
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<PAGE>

                                    EXHIBIT B

                                  SPECIFICATION

Buyer's specifications are identified by Buyer part number(s) in Exhibit B
herein. For each part number all reference specifications shall apply as
provided to Seller.

Description                   Part Number
-----------                   -----------


[*]



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                                  Page 23 of 26
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<PAGE>

                                    EXHIBIT C

                                QUALITY AGREEMENT

Intentionally Left Blank.


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Iomega WS, Supplier RM                                     Rev. P, July 30, 1997
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                                  Page 24 of 26
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<PAGE>

                                    EXHIBIT D

                              FLEXIBILITY AGREEMENT

The following changes to volumes on existing Purchase Orders may be made without
cost or liability to Buyer for Products, except as allowed by Paragraph 3.D of
this Agreement.

Number of weeks prior                 % Increase            % Decrease
to scheduled delivery dates


[*]



--------------------------------------------------------------------------------
Iomega WS, Supplier RM                                     Rev. P, July 30, 1997
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                                  Page 25 of 26
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<PAGE>

                                    EXHIBIT E

                        AFFILIATES AND AUTHORIZED AGENTS


Affiliates

Iomega (Malaysia) SDN BHD


Authorized Agents

None


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Iomega WS, Supplier RM                                     Rev. P, July 30, 1997
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