PLEDGE AGREEMENT

     This Pledge Agreement is made as of the 15th day of April, 1998 between Kim
B.  Edwards,  Layton,  Utah,  ("Pledgor")  and  Iomega  Corporation,  a Delaware
corporation  having a principal  place of business at 1821 West Iomega Way, Roy,
Utah 84067 ("Pledgee").

                                   WITNESSETH:

     WHEREAS,  the Pledgor has issued a Secured  Promissory Note (the "Note") of
even date  herewith in the original  principal  amount of Five  Million  Dollars
($5,000,000.00) payable to the Pledgee; and

     WHEREAS,  as collateral  security for the  obligations of the Pledgor under
the Note,  the  Pledgor  has agreed to pledge  and grant to the  Pledgee a first
priority  security  interest in certain shares of common stock which the Pledgor
owns in the Pledgee, as more fully set forth herein;

     NOW THEREFORE,  the parties hereto agree and acknowledge that the foregoing
recitals are true and correct and to the following:

     1. Pledge of Collateral.  As collateral security for the performance of the
obligations  of the  Pledgor  under  the  Note and this  Pledge  Agreement  (the
"Obligations"),  the Pledgor hereby pledges and grants to the Pledgee a security
interest in and to  2,561,000  shares of the common stock of the Pledgee held or
owned by the Pledgor,  as identified in Schedule I annexed  hereto,  and any and
all stock rights, powers and other distributions,  dividends or proceeds thereof
(the  "Shares").  In  addition,  any stock  rights,  dividends,  powers or other
distributions  or proceeds  received by the Pledgor  with  respect to the Shares
shall be held in trust for and delivered to the Pledgee to be held in accordance
with the terms of this Agreement,  and shall be included in the Shares described
above.

     2.  Delivery of the Shares.  The Shares  will be  delivered  to the Pledgee
within four business days hereof  together with undated stock powers executed in
blank. Upon payment in full of the Note and the other  Obligations,  the Pledgee
shall  return to the Pledgor the Shares,  undated  stock  powers as well as such
other instruments,  documents,  stock certificates,  money and goods as may come
into Pledgee's possession from time to time in accordance with the terms of this
Pledge Agreement, whether through delivery by Pledgor or otherwise.



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                                       -2-

     3. Pledgee's  Rights and Duties with Respect to the  Collateral.  Pledgee's
only duty with  respect to the Shares  shall be to exercise  reasonable  care to
secure  the safe  custody  thereof,  all other  duties  being  hereby  expressly
disclaimed.  Pledgee shall be relieved of all responsibility for the Shares upon
surrendering them to Pledgor.

     4. Pledgor's Warranties and Indemnity.

     4.1 Pledgor  represents,  warrants  and  covenants  (a) that Pledgor is the
lawful  owner of the  Shares,  (b) the  Shares  are free and clear of all liens,
encumbrances,  and security interests,  other than the security interest granted
by the Pledgor  hereunder,  and that, upon delivery of the Shares to the Pledgee
in  accordance  with Section 2, this pledge  constitutes  a valid and  perfected
security interest in the Shares  enforceable  against the Pledgor,  (c) that the
Shares are not subject to any  outstanding  rights of  redemption  or options to
purchase or sell,  (d) that the Pledgor has the sole right and lawful  authority
to pledge the Shares and  otherwise to comply with the  provisions  hereof,  (e)
except as described in the  Pledgee's  SEC filings,  no litigation is pending or
threatened  against the  Pledgor,  which if adversely  determined,  would have a
material  adverse effect against the Pledgor or the Pledgee's  rights in respect
of the Shares,  (f) that the Pledgor agrees to defend the Pledgee's title in the
Shares and the security interest therein against any and all claims and demands,
(g) the  Pledgor  shall not sell,  transfer or assign any portion of the Shares,
unless  the Net  Proceeds  (as  defined  below)  from  such  sale,  transfer  or
assignment  are paid to the  Pledgee  to reduce  the  Obligations,  and (h) this
Pledge  Agreement  constitutes  the legal,  valid and binding  obligation of the
Pledgor,  enforceable  against the  Pledgor in  accordance  with its terms.  For
purposes of this Pledge  Agreement,  Net Proceeds  shall mean the gross proceeds
net of any sales commissions actually incurred.

     4.2 If any  adverse  claim is  asserted  in  respect  of the  Shares or any
portion  thereof,  except  as such  may  arise  from  the  wanton,  reckless  or
unauthorized  acts of the Pledgee,  the Pledgor  agrees to indemnify the Pledgee
and hold the Pledgee  harmless from and against any  reasonable  liabilities  or
damages,  and reasonable  attorney's  fees incurred by the Pledgee in exercising
any right, power or remedy of the Pledgee hereunder.

     5. Voting and Disposition of Shares; Release of Shares.

     5.1 While Pledgor is not in default hereunder, Pledgor may vote the Shares.
While Pledgor is not in default  hereunder,  Pledgor may sell any portion of the
Shares,  provided  the Net  Proceeds  from such sale are paid to the  Pledgee to
reduce the Obligations.



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     5.2 The  Pledgor  may at any time  request  that a portion of the Shares be
released  from this Pledge  Agreement  by  submitting  a written  request to the
Pledgee accompanied by a payment equal to fifty percent of the fair market value
(determined  on the basis on the closing price of the Pledgee's  common stock on
the day prior to such  request) of the Shares to be  released.  If, but only if,
the fair market value  (determined  on the same basis as above) of the Shares to
remain  subject to this Pledge  Agreement  is equal to or greater than two times
the amount of the then  outstanding  Obligations,  the Pledgee shall release the
Shares requested to be released.

     5.3 At any time that the Pledgor makes a payment or prepayment of principal
under the Note,  the Pledgee  shall,  within  three  business  days  thereafter,
release from this Pledge Agreement Shares having a fair market value (determined
on the basis on the closing price of the Pledgee's common stock on the day prior
to such payment or prepayment)  equal to two times the amount of such payment or
prepayment; provided, however, that the Pledgee shall not be required to release
any Shares  pursuant to this Section 5.3 if as a result of such release the fair
market  value  (determined  on the same  basis as above) of the Shares to remain
subject to this Pledge  Agreement would be less than two times the amount of the
then outstanding Obligations.

     6.  Pledgor's  Default.  Pledgor  shall be in  default  hereunder  upon the
occurrence of any of the following events:  (a) Any Event of Default (as defined
in the Note) shall occur under the Note; (b) If any lien, encumbrance or adverse
claim of any nature  whatsoever is imposed or comes into  existence with respect
to any Shares;  (c) If any  warranty  of Pledgor  hereunder  is or shall  become
false; or (d) If Pledgor fails to fulfill any obligation hereunder.

     7.  Pledgee's  Rights upon Default.  Upon the  occurrence of any default as
defined  in  Section 6 hereof,  Pledgee  may,  if  Pledgee so elects in its sole
discretion,  take  any one or  more of the  following  (provided  however,  that
Pledgee  shall  not take any such  action  that  would  result  in the sale of a
greater number of Shares than is required to satisfy the Obligations in full):



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     (a) at any time and from time to time sell,  assign and  deliver all or any
part of the Shares, or any interest therein,  at any public or private sale, for
cash, on credit or for other property,  for immediate or future delivery without
any assumption of credit risk, and for such price or prices and on such terms as
Pledgee in its absolute discretion may determine; provided that (i) at least ten
(10)  days'  notice  of the time and  place of any such  sale  shall be given to
Pledgor,  and (ii) in the case of any  private  sale,  such  notice  shall  also
contain the terms of the  proposed  sale and Pledgee  shall sell the  Collateral
proposed to be sold to any purchaser  procured by Pledgor who is ready,  willing
and  able to  purchase,  and who  prior  to the time of such  sale  tenders  the
purchase  price of, such  Collateral on terms more favorable to Pledgee than the
terms contained in such notice; provided, further, the Pledgor acknowledges that
the  Pledgee  may be unable to effect a public sale of all or part of the Shares
by reason of certain  prohibitions  contained in the  Securities Act of 1933, as
amended,  and may be  compelled  to  resort  to one or more  private  sales to a
restricted  group of  purchasers  who will be  obligated  to agree,  among other
things,  to acquire such securities for their own account,  for investment,  and
not with a view to the distribution or resale thereof.  The Pledgor acknowledges
that any such private  sale may be at prices and on terms less  favorable to the
seller than if sold at public sales and that private sales shall be deemed to be
made in a commercially  reasonable  manner  notwithstanding  that such a private
sale may result in a lower sale price;

     (b) on the 15th  business  day after the  occurrence  of the  default,  the
Pledgee may (but shall not be obligated  to)  purchase as treasury  stock all or
any part of the Shares at a purchase  price  equal to the  closing  price of the
Pledgee's common stock on the New York Stock Exchange (or such other exchange or
automated  quotation  system on which  the  Pledgee's  common  stock may then be
traded) on the 14th business day after the occurrence of the default;

     (c) exercise the right to vote,  the right to receive  cash  dividends  and
other  distributions,  and all other  rights with respect to the  Collateral  as
though Pledgee were the absolute owner thereof,  whether or not such rights were
retained by Pledgor as against Pledgee before default; and

     (d)  exercise  all other  rights  available  to a secured  party  under the
Uniform Commercial Code and other applicable law.

     The rights and remedies  available  pursuant to this Pledge  Agreement  are
cumulative,  and  not  exclusive  of any  other  rights  or  remedies  otherwise
available to the Pledgee.

     8. Application of Sale Proceeds.  Notwithstanding  anything to the contrary
contained  herein,  in the event of a sale of Shares by the Pledgee  pursuant to
Section 7 hereof,  the  proceeds  shall  first be applied to the  payment of the
expenses of the sale, including brokers' commissions, counsel fees, any taxes or
other  charges  imposed by law upon the Shares or the  transfer  thereof and all
other charges paid or incurred by Pledgee  pertaining to the sale; and,  second,
to satisfy outstanding Obligations,  in the order in which Pledgee elects in its
sole discretion; and, third, the surplus (if any) shall be paid to Pledgor.

     9. Notices. All notices made or required to be made hereunder shall be sent
by United  States  first class or  certified or  registered  mail,  with postage
prepaid,  or delivered by hand to Pledgee or to Pledgor at the  addresses  first
above written. Notice by mail shall be deemed to have been made on the date when
the notice is deposited in the mail.



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     10. Heirs, Successors,  Etc. This Pledge Agreement and all of its terms and
provisions shall benefit and bind the heirs, successors,  assigns,  transferees,
executors and administrators of each of the parties hereto.

     11. Pledgee's Forbearance. Any forbearance,  failure or delay by Pledgee in
exercising any right,  power or remedy hereunder shall not be deemed a waiver of
such right,  power or remedy. Any single or partial exercise of any right, power
or remedy of Pledgee  shall  continue in full force and effect until such right,
power or remedy is specifically waived in writing by Pledgee.

     12.  Further  Assurances.  The Pledgor  covenants and agrees to execute and
deliver,  or cause to be executed  or  delivered,  all such other stock  powers,
proxies,  instruments, and documents, and will take such other action or actions
as the Pledgee may  reasonably  request  from time to time in order to carry out
the provisions and purposes hereof.

     13.  Miscellaneous.  (a) This  Agreement  or any  part  thereof  cannot  be
changed, waived, or amended except by an instrument in writing signed by Pledgee
and  Pledgor;  and waiver on one  occasion  shall not operate as a waiver on any
other occasion.  (b) The Uniform  Commercial Code and other laws of the State of
Utah shall govern the construction and enforcement of this Pledge Agreement. (c)
If any part of this Pledge Agreement or any agreement,  document,  or instrument
executed in connection  herewith shall be deemed invalid or  unenforceable  by a
court of competent  jurisdiction,  the remaining provisions shall remain in full
force and effect,  and shall  continue to be binding upon the parties.  (d) This
Pledge  Agreement  may be  executed in one or more  counterparts,  each of which
shall  constitute  an original,  but all of which,  when taken  together,  shall
constitute one and the same instrument.

     EXECUTED under seal as of the date first above written.

                                                    PLEDGOR:


                                                    /s/ Kim B. Edwards
                                                    Kim B. Edwards


                                                    PLEDGEE:

                                                    IOMEGA CORPORATION


                                                    By: /s/ David J. Dunn
                                                    Its: Chairman of the Board