[CONFORMED COPY]


                                     WAIVER



                                                                   June 30, 1999

Iomega Corporation
1821 West Iomega Way
Roy, Utah 84067
Attention:     Tracy Welch
               Senior Director, Treasurer

Dear Sirs:

         We refer 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 banks party thereto,  Citibank, N.A., as Administrative Agent,
and Morgan  Guaranty Trust Company of New York, as  Documentation  Agent.  Terms
defined in the Credit Agreement are used herein as therein defined.

          The  undersigned  hereby waive the  provisions of Section 5.13 for the
four consecutive fiscal quarters ended June 30, 1999, provided that Consolidated
EBITDA for such period is at least $85,000,000.

         This Waiver shall be governed by and construed in  accordance  with the
laws of the State of New York. It shall become effective when the  Documentation
Agent shall have  received  counterparts  hereof  signed by you and the Required
Banks.

                                            Very truly yours,

                                            CITIBANK, N.A.


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




<PAGE>





                                       MORGAN GUARANTY TRUST COMPANY OF NEW YORK


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


                                       FLEET NATIONAL BANK


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


                                       BANK OF AMERICA NATIONAL
                                       TRUST AND SAVINGS BANK

                                       By:    /s/  Kevin Mc Mahon
                                              --------------------------
                                       Name:    Kevin Mc Mahon
                                       Title:   Managing Director


                                       FIRST SECURITY BANK, N.A.


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


                                       KEYBANK NATIONAL ASSOCIATION


                                       By:    /s/  Mary K. Young
                                              --------------------------
                                       Name:    Mary K. Young
                                       Title:   Assistant Vice President



<PAGE>


                                       ABN AMRO BANK N.V.


                                       By:    /s/  Jamie Dillon
                                              --------------------------
                                       Name:    Jamie Dillon
                                       Title:   Vice President

                                       By:    /s/  Mathew Harvey
                                       Name:    Mathew Harvey
                                       Title:   Vice President


                                       THE SUMITOMO TRUST & BANKING CO., LTD.



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


                                       THE NORTHERN TRUST COMPANY


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


                                       THE CIT GROUP/BUSINESS CREDIT, INC.


                                       By:    /s/  Cecil Chinery
                                              --------------------------
                                       Name:    Cecil Chinery
                                       Title:   Vice President


                                       UNION BANK OF CALIFORNIA, N.A.


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


<PAGE>


The Borrower hereby  acknowledges  receipt,  and consents to the provisions,  of
this Waiver.

                                       IOMEGA CORPORATION


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