[CONFORMED COPY]



                       AMENDMENT NO. 2 TO CREDIT AGREEMENT


         AMENDMENT  dated as of June 15, 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  (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  amend  the  definitions  of
Consolidated EBITDA and Consolidated  Tangible Net Worth in the Credit Agreement
to exclude certain special charges taken in the second fiscal quarter of 1999;

         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.   (a)  The   definition  of
"Consolidated  EBITDA" in Section  1.01 of the  Credit  Agreement  is amended to
replace  "and (v)" with ", (v)" and to add before the period at the end  thereof
the following:

                  and (vi) the Permitted Second 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  "(iii)"
with "(iv)" and to add after "(ii) the  Permitted  Second  Quarter  Addback" the
following:



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                  , (iii) the Permitted Second Quarter 1999 Addback

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

                  "Permitted  Second Quarter 1999 Addback" means special charges
         taken in the second  Fiscal  Quarter of 1999 to the extent such special
         charges are less than  $53,000,000 (and to the extent that such special
         charges exceed  $53,000,000 then such special charges will be deemed to
         equal $53,000,000),  so long as the cash portion of all special charges
         taken in such Fiscal Quarter does not exceed $18,000,000.

         SECTION 3.  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 4.  Governing Law.  This  Amendment  shall  be governed by  and
construed in accordance with the laws of the State of New York.

         SECTION 5. 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.

         SECTION 6.  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 June 21,  1999,  an  amendment  fee  equal to .05% of such  Bank's
Commitment,  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.



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         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/ Dan E. Strong
                                             ----------------------------
                                      Title: Vice President and
                                             Chief Financial Officer



                                      CITIBANK, N.A.


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



                                      MORGAN GUARANTY TRUST COMPANY OF NEW YORK


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



                                      FLEET NATIONAL BANK


                                      By:    /s/ Michael S. Barclay
                                             ----------------------------
                                      Title: Vice President



                                      BANK OF AMERICA NATIONAL
                                      TRUST AND SAVINGS BANK

                                      By:    /s/ Kevin McMahon
                                             ----------------------------
                                      Title: Managing Director




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                                      FIRST SECURITY BANK, N.A.


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



                                      KEYBANK NATIONAL ASSOCIATION


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



                                      ABN AMRO BANK N.V.



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



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



                                      THE SUMITOMO TRUST & BANKING CO., LTD.


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



                                      THE NORTHERN TRUST COMPANY


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



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                                      THE CIT GROUP/BUSINESS CREDIT, INC.


                                      By:    /s/ Adrian Avalos
                                             ----------------------------
                                      Title: Assistant Vice President


                                      UNION BANK OF CALIFORNIA, N.A.


                                      By:    /s/ Glenn Leyrer
                                             ----------------------------
                                      Title: Vice President