ASSIGNMENT AND ASSUMPTION AGREEMENT

     This Assignment and Assumption Agreement ("Agreement") is
made as of this 1st day of September, 1998, by and between
Deutsche Bank AG, New York and/or Cayman Islands Branch (the
"Assignor") and Credit Suisse First Boston (the "Assignee").

                            Recitals

     A.   Assignor, U.S. Bank National Association, Fleet
National Bank, KeyBank National Association, The Bank of Nova
Scotia and The Sumitomo Bank, Ltd. (collectively, the
"Lenders"), Micron Electronics, Inc., a Minnesota corporation
(the "Borrower"), Credit Suisse First Boston and U.S. Bank
National Association, as co-agents, and Credit Suisse First
Boston as administrative agent for Lenders (the "Agent") are
parties to that certain Credit Agreement dated as of June 10,
1998 (as the same may be amended, modified or extended from time
to time the "Credit Agreement").  Capitalized terms not otherwise
defined herein shall have the meanings given in the Credit
Agreement.

     B.   Pursuant to the terms of the Credit Agreement, Assignor
has  a  Commitment  to make Loans to Borrower  under  the  Credit
Agreement   in  an  aggregate  principal  amount  at   any   time
outstanding  not  to  exceed  Twenty-Two  Million,  Five  Hundred
Thousand Dollars ($22,500,000).

     C.   Assignor proposes to assign to Assignee all of
Assignor's rights under the Credit Agreement, and Assignee
proposes to accept assignment of such rights and assume the
corresponding obligations from Assignor on such terms;

      Now,  Therefore, in consideration of the foregoing and  the
mutual  agreements contained herein, the parties hereto agree  as
follows:

                            Agreement

     1.   Definitions.  Capitalized terms used  herein  and  not
otherwise  defined shall have the meanings given  in  the  Credit
Agreement.

     2.   Assignment and Assumption.  Assignor hereby assigns and
sells to Assignee a one hundred percent (100%) undivided interest
in all of its Loans, its Commitment,  and in all of its rights
under the Credit Agreement and the other Loan Documents, and
Assignee hereby accepts such assignment from Assignor and assumes
a corresponding one hundred percent (100%) undivided interest of
the obligations of Assignor under the Credit Agreement and the
other Loan Documents, including the Commitment.  The percentage
interest assigned to and assumed by Assignee from Assignor as set
forth in the preceding sentence is sometimes hereafter referred
to as Assignee's "Assigned Interest."  Assignee hereby agrees,
for the benefit of Agent, to be responsible for its Assigned
Interest of each Assignor's obligations to Agent, whether now
existing or hereafter arising, including, but not limited to, the
indemnification obligations arising under Section 9.5 of the
Credit Agreement.  Upon the execution and delivery hereof by
Assignor, Assignee, Agent and Borrower and the payment of the
amounts specified in Section 3 hereof if required to be paid on
the date hereof:  (a) Assignee shall enjoy the rights and be
obligated to perform the obligations of a "Lender" under the
Credit Agreement and the other Loan Documents with respect to the
Assigned Interest to the same extent as if Assignee had been the
original Lender with respect thereto, (b) the Commitment of
Assignor and Assignee under the Credit Agreement shall be $-0-
and $22,500,000 respectively, (c) the Percentage Interest of
Assignor and Assignee under the Credit Agreement shall be 0% and
22.5% respectively, (d) Assignor shall no longer be a "Lender"
under the Credit Agreement, and (e) Assignor shall immediately
return to borrower the Note made in its favor by Borrower, marked
"Cancelled".  The assignment provided for herein shall be without
recourse to Assignor.

     3.   Payments.  As consideration for the assignment and sale
contemplated in Section 2 hereof, Assignee shall pay to Assignor
on the date hereof in immediately available funds the amount of
zero dollars ($0), such amount being the product of:  (a) the
Assigned Interest and (b) principal of and accrued interest on
Assignor',s Loans outstanding as of the date hereof.  It is
understood that the upfront fees paid by Borrower upon the
execution of the Credit Agreement and the facility fees accrued
to the date hereof in respect of the Assigned Interest are for
the account of Assignor and that the facility fees accruing from
and including the date hereof are for the account of Assignor and
Assignee in accordance with their respective Percentage Interests
after giving effect to the assignment and sale contemplated in
Section 2 hereof.  Assignor and Assignee each hereby agree that
if it receives any amount under the Credit Agreement which is for
the account of the other party hereto, it shall receive the same
for the account of such other party to the extent of such other
party's interest therein and shall promptly pay the same to such
other party.

     4.   Non-Reliance   on  Assignor.    Assignor   makes   no
representation  or  warranty and assumes no  responsibility  with
respect  to  the  execution, legality, validity,  enforceability,
genuineness, sufficiency or value of this Agreement, the Assigned
Interest,  the  Loans,  the  Credit  Agreement,  any  other  Loan
Document,  any  other instrument or document  furnished  pursuant
thereto   or   in   connection  therewith  or  the   transactions
contemplated  herein or therein, except that Assignor  represents
and  warrants  that it is legally authorized to enter  into  this
Agreement, that it has good title to the interest being  assigned
by  it  and that the interest being assigned by it is not subject
to  any  liens or claims of others arising by, through  or  under
Assignor.   Assignor  makes  no representation  or  warranty  and
assumes no responsibility with respect to the financial condition
of   Borrower.   Assignor  assumes  no  responsibility  for   the
performance  or observance by Borrower of any of its  obligations
under  the  Credit Agreement or any other Loan  Document  or  any
other  certificate,  instrument or  document  furnished  pursuant
thereto.   Assignee confirms and agrees that it  has  received  a
copy  of  the Credit Agreement, any amendments or waivers thereto
and any other documents furnished pursuant thereto, together with
copies  of any financial statements requested by it, and that  it
has  independently and without reliance on Assignor or Agent, and
based  on  such  documents  and  information  as  it  has  deemed
appropriate, made its own credit analysis and decision  to  enter
into  this  Agreement  and will continue to  be  responsible  for
making its own independent appraisal of the business, affairs and
financial condition of Borrower.

      5.  Eligible Assignee.  Assignee hereby represents that it
is  an Eligible Assignee within the meaning of clause (i) of  the
definition of such term in Section 1.1 of the Credit Agreement.

     6.   Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

     7.   Counterparts.  This Agreement may be executed  in  any
number  of  counterparts  and  by  different  parties  hereto  in
separate  counterparts, each of which when so executed  shall  be
deemed  an  original, and all of which when taken together  shall
constitute one and the same Agreement.

     In  Witness  Whereof, the parties hereto have  caused  this
Agreement  to be executed by their respective officers or  agents
thereunto duly authorized as of the date first above written.

Assignor                           Assignee

Deutsche  Bank  AG,  New York           Credit  Suisse  First Boston
and/or Cayman Islands Branch

By: /s/Andre Heitbaum                       By: /s/Chris t. Horgam
    -------------------------                   ------------------------
Its: Asst. Vice President                   Its: Vice President
    -------------------------                   ------------------------
By: /s/Belinda Wheeler                      By: /s/Julia P. Kingsbury
    -------------------------                   ------------------------
Its: Vice President                         Its: Vice President
    -------------------------                   ------------------------


<PAGE>

            Borrower's Consent and Agreement

Borrower hereby consents to the terms of the foregoing Agreement.
Borrower hereby agrees, as of the date hereof, to recognize
Assignee as a "Lender" under the Credit Agreement and the other
Loan Documents.

     Borrower:
     Micron Electronics, Inc.

     By: /s/T.Erik Oaas
         -------------------------------
     Its: Executive Vice President & CFO
         -------------------------------

Agent's Consent and Agreement

Agent hereby consents to the terms of the foregoing Agreement.
Agent hereby agrees, as of the date hereof, to recognize Assignee
as a "Lender" under the Credit Agreement and the other Loan
Documents.

     Agent:
     Credit Suisse First Boston

     By: /s/Chris T. Horgan
         ----------------------
     Its: Vice President
         ----------------------
     By: /s/Julia P. Kingsbury
         ----------------------
     Its: Vice President
	 ----------------------