[Conformed Copy]



                AMENDMENT NO. 3 TO CREDIT AGREEMENT


     AMENDMENT  dated as of October 14, 1999 to the Amended and Restated  Credit
Agreement  dated as of July 15, 1998,  as amended by Amendment No. 1 dated as of
January 29,  1999 and  Amendment  No. 2 dated as of June 15,  1999 (the  "Credit
Agreement"),  among IOMEGA CORPORATION (the "Borrower"), the BANKS party thereto
(the "Banks"),  CITIBANK,  N.A., as  Administrative  Agent,  and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Documentation Agent (the "Documentation Agent").

                       W I T N E S S E T H :

     WHEREAS,  the parties  hereto  desire to reduce  commitments  and  increase
pricing, and decrease the level required under the minimum consolidated tangible
net worth and minimum consolidated EBITDA covenants, all as more fully set forth
below;

      NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein,  each term used herein which is defined in the Credit  Agreement has the
meaning  assigned  to such  term in the  Credit  Agreement.  Each  reference  to
"hereof",  "hereunder",  "herein" and "hereby" and each other similar  reference
and  each  reference  to  "this  Agreement"  and each  other  similar  reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.

     SECTION 2. Amendment of Section 1.01; Deletion of Pricing Schedule. (a) The
definition of  "Consolidated  EBITDA" in Section 1.01 of the Credit Agreement is
amended to replace  "and (vi)" with ", (vi)" and to add before the period at the
end thereof the following:

            and (vii) the Permitted Third and Fourth Quarter 1999 Addback

     (b) The first  sentence of the  definition  of  "Consolidated  Tangible Net
Worth" in Section 1.01 of the Credit Agreement is amended to replace "(iv)" with
"(v)" and to add after "(iii) the  Permitted  Second  Quarter 1999  Addback" the
following:


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            , (iv) the Permitted Third and Fourth Quarter 1999
            Addback

     (c) The  definitions  of  "Euro-Dollar  Margin" and  "Pricing  Schedule" in
Section  1.01 of the Credit  Agreement,  and the Pricing  Schedule  itself,  are
deleted.

     (d) Section 1.01 of the Credit  Agreement is further  amended to insert the
following definition in appropriate alphabetical order:

          "Permitted  Third and  Fourth  Quarter  1999  Addback"  means  special
     charges (not  including the writeoff of deferred  taxes) taken in the third
     and fourth  Fiscal  Quarters of 1999 to the extent such special  charges in
     the third Fiscal Quarter do not exceed $22,000,000 and in the fourth Fiscal
     Quarter  do not exceed  $8,000,000  (and to the  extent  that such  special
     charges  exceed such amounts  then such  special  charges will be deemed to
     equal  such  amounts),  so long as the cash  portion  of all  such  special
     charges does not exceed $14,000,000.

     Section 3.  Amendment  of Section  2.04.  In Section  2.04(a) of the Credit
Agreement,  "(x) the Base Rate  Margin (as  determined  in  accordance  with the
Pricing Schedule" is replaced with "(x) 2.25%", and "the sum of 2% plus the Base
Rate  Margin  for such day" is  replaced  with "the sum of  4.25%".  In  Section
2.04(b) of the Credit  Agreement,  "the sum of the  Euro-Dollar  Margin for such
day" is replaced with "the sum of 3.25%",  and the  definition  of  "Euro-Dollar
Margin" is deleted.  In Section 2.04(c) of the Credit Agreement,  "the sum of 2%
plus the Euro-Dollar Margin for such day" is replaced with "the sum of 5.25%".

     Section 4.  Amendment  of Section  2.06.  In Section  2.06(a) of the Credit
Agreement,  "at the Commitment Fee Rate (determined daily in accordance with the
Pricing Schedule)" is replaced with "of .625%". In Section 2.06(b) of the Credit
Agreement,  "in  accordance  with the  Pricing  Schedule"  is  deleted,  and the
following paragraph is added at the end thereof:

              "Utilization Fee  Rate" means (i) .500% on  any day on which Usage
exceeds 66%, and (ii) .250% on any day when Usage exceeds 33% but is equal to or
less than 66%.

     Section 5. Amendment of Section 5.11.  Section 5.11 of the Credit Agreement
is amended to read in its entirety as follows:



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     Consolidated  Tangible  Net Worth will at no time on or prior to  September
30, 1999 be less than $335,000,000,  and will at no time thereafter be less than
$350,000,000. For purposes of this Section 5.11, Consolidated Tangible Net Worth
shall be calculated  without giving effect to the writeoff of any deferred taxes
on or after September 30, 1999.

     Section 6.  Amendment of Section 5.13. (a) The chart in Section 5.13 of the
Credit  Agreement  is  amended  to  replace  "$120,000,000"  with  "$85,000,000"
opposite  September  30,  1999,   "$85,000,000"   opposite  December  31,  1999,
"$75,000,000" opposite March 31, 2000 and "$85,000,000" opposite June 30, 2000.

     (b) Section 5.13 of the Credit  Agreement is further  amended by adding the
following sentence at the end thereof:

     For purposes of this Section 5.13,  Consolidated EBITDA shall be calculated
without  giving  effect  to the  writeoff  of any  deferred  taxes  on or  after
September 30, 1999.

     Section 7.  Amendment  of Section  5.14.  The chart in Section  5.14 of the
Credit  Agreement is amended to replace "60" with "70" opposite each of December
31, 1999, March 31, 2000 and June 30, 2000.

     Section 8. Reduction of Commitments. On the date on which the conditions to
effectiveness  set forth in Section 12 below have been satisfied,  the aggregate
amount  of the  Commitments  shall  automatically  and  ratably  be  reduced  to
$75,000,000.

     Section  9.  Representations  of  Borrower.  The  Borrower  represents  and
warrants that (i) the  representations  and warranties of the Borrower set forth
in Article 4 of the Credit  Agreement  will be true on and as of the date hereof
and (ii) no Default will have occurred and be continuing on such date.

     Section  10.  Governing  Law.  This  Amendment  shall  be  governed  by and
construed in accordance with the laws of the State of New York.

     Section 11.  Counterparts.  This  Amendment  may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.



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     Section 12. Effectiveness.  This Amendment shall become effective as of the
date  hereof when (i) the  Administrative  Agent  shall have  received  from the
Borrower,  for the account of each Bank which has signed a counterpart hereof on
or prior to October  12,  1999,  an  amendment  fee equal to .25% of such Bank's
Commitment (as reduced pursuant to Section 8 above),  and (ii) the Documentation
Agent shall have  received  from each of the Borrower  and the Required  Banks a
counterpart   hereof  signed  by  such  party  or  facsimile  or  other  written
confirmation (in form satisfactory to the  Documentation  Agent) that such party
has signed a counterpart hereof.



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly executed as of the date first above written.

                              IOMEGA CORPORATION


                              By:  /s/ Tracy M. Welch
                                   ---------------------
                                   Name:  Tracy M. Welch
                                   Title: Treasurer




                              CITIBANK, N.A.


                              By:  /s/ J. Robert Cotton
                                   ---------------------
                                   Name:  J. Robert Cotton
                                   Title: Vice President




                              MORGAN GUARANTY TRUST COMPANY OF
                                  NEW YORK


                              By:  /s/ Unn Boucher
                                   ---------------------
                                   Name: Unn Boucher
                                  Title: Vice President




                              FLEET NATIONAL BANK


                               By:
                                   ---------------------
                                   Name:
                                   Title:












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                              BANK OF AMERICA NATIONAL
                                  TRUST AND SAVINGS BANK

                               By:
                                   ---------------------
                                   Name:
                                   Title:



                              FIRST SECURITY BANK, N.A.


                              By:  /s/ Taft G. Meyer
                                   ---------------------
                                   Name:  Taft G. Meyer
                                   Title: Vice President




                              KEYBANK NATIONAL ASSOCIATION


                              By:  /s/ Thomas A. Crandell
                                   ---------------------
                                   Name:  Thomas A. Crandell
                                   Title: Vice President




                              ABN AMRO BANK N.V.



                              By:  /s/ Lee-Lee Miao
                                   ---------------------
                                   Name:  Lee-Lee Miao
                                   Title: Group Vice President




                              By:  /s/ Paul S. Faust
                                   ---------------------
                                   Name:  Paul S. Faust
                                   Title: Vice President






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                              THE SUMITOMO TRUST & BANKING
                                  CO., LTD.


                              By:  /s/ Stephen A. Stratico
                                   ------------------------
                                   Name:  Stephen A. Stratico
                                   Title: Vice President





                              THE NORTHERN TRUST COMPANY


                              By:  /s/ Patrick J. Connelly
                                   --------------------------
                                   Name:  Patrick J. Connelly
                                   Title: Vice President




                              THE CIT GROUP/BUSINESS
                                  CREDIT, INC.

                              By:
                                   ---------------------
                                   Name:
                                   Title:



                              UNION BANK OF CALIFORNIA, N.A.


                               By:
                                   ---------------------
                                   Name:
                                   Title: