NON-COMPETITION AND NON-RECRUITMENT AGREEMENT


     This  Agreement  is made as of the 15th day of April,  1998 by and  between
Iomega Corporation, a Delaware corporation (hereinafter referred to collectively
with its subsidiaries as the "Company"), and Kim B. Edwards ("Edwards").

     For good and valuable  consideration,  including  without  limitation,  the
mutual  covenants  and  agreements  of the  parties  pursuant  to  that  certain
Severance  Agreement  and  General  Release  dated of even  date  herewith  (the
"Severance  Agreement")  and the  payments  made or to be made by the Company to
Edwards pursuant to the Severance Agreement and this Agreement,  Edwards and the
Company agree as follows:

     1. Non-Competition and Non-Recruitment.  Until the earlier of (i) April 14,
2003 and (ii) the date upon which  Edwards  pays in full all amounts owed to the
Company  pursuant  to the Secured  Promissory  Note of even date  herewith  (the
"Secured Promissory Note"), Edwards will not directly or indirectly, anywhere in
the world:

     (a)  Engage in any  business  or  enterprise  (whether  as owner,  partner,
officer, director, employee,  consultant,  investor, lender or otherwise, except
as the holder of not more than 1% of the  outstanding  stock of a  publicly-held
company) that (i) develops, (ii) manufactures and sells, and/or (iii) sells as a
significant  part of its  business,  any removable  media  storage  product that
competes with any of the Specified  Company  Products (which term shall have the
meaning previously agreed to by the parties); or

     (b) Either alone or in association  with others (i) solicit any employee of
the  Company  to leave the employ of the  Company  or (ii)  hire,  or permit any
organization  directly or indirectly  controlled by Edwards to hire,  any person
who is at the time employed by the Company or who was employed by the Company at
any time during the term of Edwards'  employment with the Company or at any time
during the term of this Agreement; provided, that clause (ii) shall not apply to
any  individual  whose  employment  with the Company has been  terminated  for a
period of twelve months or longer.


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                                       -2-

     2. Payments.  As additional  consideration for the covenants of Edwards set
forth in Section 1, the Company  shall make the payments set forth on Schedule I
hereto;  provided,  however, that the Company's obligation to make such payments
shall  terminate  in the event  Employee  breaches  his  obligations  under this
Agreement  and;  provided,  further,  that the Company shall not be obligated to
make any such  payments  after  the date  upon  which  Edwards  pays in full all
amounts  owed to the  Company  pursuant  to the  Secured  Promissory  Note  and;
provided,  further,  that in the event Edwards  prepays in full all amounts owed
under the  Secured  Promissory  Note on any date other  than April 15,  then the
Company shall make a pro-rata  payment to Edwards equal to the interest  accrued
under the Secured  Promissory  Note for the period from the  preceding  April 15
until the date of such prepayment.

     3. Miscellaneous.

     (a) Acknowledgment. The Company and Edwards acknowledge that this Agreement
is being entered into in connection  with the Severance  Agreement,  pursuant to
which Edwards will receive significant benefits,  and that the execution of this
Agreement  is a  condition  and  inducement  to the  Company  entering  into the
Severance Agreement.

     (b)  Interpretation.  If any restriction set forth in Section 1 is found by
any court of competent  jurisdiction to be unenforceable  because it extends for
too long a  period  of time or over too  great a range of  activities  or in too
broad a geographic area, it shall be interpreted to extend only over the maximum
period of time,  range of activities  or  geographic  area as to which it may be
enforceable.

     (c)  Severability.  Any term or provision of this Agreement that is invalid
or  unenforceable  in any  situation  in any  jurisdiction  shall not affect the
validity or  enforceability  of the remaining terms and provisions hereof or the
validity or  enforceability  of the  offending  term or  provision  in any other
situation or in any other jurisdiction.

     (d) Waiver of Rights. No delay or omission by the Company in exercising any
right under this  Agreement will operate as a waiver of that or any other right.
A waiver or consent  given by the Company on any one occasion is effective  only
in that instance and will not be construed as a bar to or waiver of any right on
any other occasion.



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                                       -3-

     (e) Equitable  Remedies.  The restrictions  contained in this Agreement are
necessary for the protection of the business and goodwill of the Company and are
considered by Edwards to be reasonable for such purpose. Edwards agrees that any
breach  of this  Agreement  is  likely  to cause  the  Company  substantial  and
irrevocable  damage  and  therefore,  in the event of any such  breach,  Edwards
agrees  that the  Company,  in  addition  to such  other  remedies  which may be
available,  shall be  entitled  to  specific  performance  and other  injunctive
relief.

     (f)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Utah. Any action,  suit, or other legal
proceeding which is commenced to resolve any matter arising under or relating to
any provision of this Agreement  shall be commenced only in a court of the State
of Utah (or, if appropriate,  a federal court located within the State of Utah),
and the Company and Edwards each consents to the jurisdiction of such a court.

     EDWARDS  ACKNOWLEDGES  THAT  HE  HAS  CAREFULLY  READ  THIS  AGREEMENT  AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.

                                                        IOMEGA CORPORATION


Date:  April 15, 1998                           By: /s/ David J. Dunn
                                                        Chairman of the Board


                                                        EMPLOYEE:

Date:  April 15, 1998                               /s/ Kim B. Edwards
                                                        Kim B. Edwards











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                                       -4-


                                   SCHEDULE I

------------------------------------------- ------------------------------------

Date                                   Payment Amount
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

April 14, 1999                         An amount equal to the interest payable 
                                       by Edwards on April 15, 1999 under the
                                       Secured Promissory Note, but in no event
                                       more than $285,000
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

April 14, 2000                         An amount equal to the interest payable 
                                       by Edwards on April 15, 2000 under the
                                       Secured Promissory Note, but in no event
                                       more than $228,000
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

April 14, 2001                         An amount equal to the interest payable 
                                       by Edwards on April 15, 2001 under the
                                       Secured Promissory Note, but in no event
                                       more than $171,000
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

April 14, 2002                         An amount equal to the interest payable 
                                       by Edwards on April 15, 2002 under the
                                       Secured Promissory Note, but in no event
                                       more than $114,000
-------------------------------------- -----------------------------------------
-------------------------------------- -----------------------------------------

April 14, 2003                         An amount equal to the interest payable 
                                       by Edwards on April 15, 2003 under the
                                       Secured Promissory Note, but in no event
                                       more than $57,000
-------------------------------------- -----------------------------------------