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                                                                    EXHIBIT 4.06



                       FORM OF SUBORDINATED DEBT SECURITY

[Face of Subordinated Security]

                               LEXAR MEDIA, INC.

         [If applicable, insert -- FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT
PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS
SUBORDINATED SECURITY IS ___% OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET
FORTH BELOW (ITS "PRINCIPAL AMOUNT"), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
___% OF ITS PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ___% AND THE ISSUE DATE
IS ____________]

         [IF THE SUBORDINATED SECURITY IS A GLOBAL SUBORDINATED SECURITY, INSERT
-- THIS NOTE IS A GLOBAL SUBORDINATED SECURITY. IT IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY (AS HEREINAFTER
DEFINED) OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES HEREINAFTER DESCRIBED
AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY TO
A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]

         [Unless this Subordinated Security is presented by an authorized
representative of The Depositary Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment and any certificate issued is registered in the name of Cede & co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]

No. ________                                                          $________
                                                                       CUSIP No.

         Lexar Media, Inc., a Delaware Corporation (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received, hereby promises to pay to [If the
Subordinated Security is to be in registered form, insert--, or registered
assigns] [If the Subordinated Security is to be in coupon form, insert--the
bearer hereof upon surrender], the principal sum of ________ Dollars on
------------- [if Subordinated Security is to bear interest prior to maturity,
insert --, and to pay interest thereon from ------------------- or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on ------------ and ------------- in each year, commencing
----------------, at the rate of ___% per annum, until the principal hereof is
paid or made available for payment [if applicable, insert ---, provided that any
principal and premium, and any such installment of interest, which is overdue
shall bear interest at the rate of ___% per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such



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amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Subordinated Security
(or one or more Predecessor Subordinated Securities) is registered at the close
of business on the Record Date for such interest, which shall be the
------------ or ---------- (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Record Date and may either be paid to the Person this Subordinated Security
(or one or more Predecessor Subordinated Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to Holders of
Subordinated Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any Subordinated Securities exchange on
which the Subordinated Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. [If the Subordinated Security is not to bear interest prior to
maturity, insert --- The principal of this Subordinated Security shall not bear
interest except in the case of a default in payment of principal upon
acceleration, upon redemption or at Stated Maturity and in such case the overdue
principal and any overdue premium shall bear interest at the rate of ___% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment. Interest on any overdue principal or premium shall be
payable on demand. [Any such interest on overdue principal or premium which is
not paid on demand shall bear interest at the rate of ___% per annum (to the
extent that the payment of such interest on interest shall be legally
enforceable), from the date of such demand until the amount so demanded is paid
or made available for payment. Interest on any overdue interest shall be payable
on demand.]].

         Payment of the principal of (and premium, if any, on) and [any such]
interest on this Subordinated Security will be made at the office or agency of
the Company maintained for that purpose in _______, in such coin or currency of
[the United States of America] as at the time of payment is legal tender for
payment of public and private debts [; provided, however, that at the option of
the Company payment of interest may be made by check mailed to the address of
the Person entitled thereto as such address shall appear in the Register].

         Reference is hereby made to the further provisions of this Subordinated
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture referred to on the
reverse hereof, this Subordinated Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



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         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:                                               Lexar Media, Inc.


                                                     By: _______________________
                                                                 [Title]
Attest and Countersign:


---------------------------
       Secretary


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[Reverse of Subordinated Security.]

                               LEXAR MEDIA, INC.

         This Subordinated Security is one of a duly authorized issue of
Subordinated Securities of the Company (herein called the "Subordinated
Securities"), issued and to be issued in one or more series under an Indenture
dated as of ____________ (herein called the "Indenture," which term shall have
the meaning assigned to it in such instrument), between the Company and
_______________, as trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations or rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Subordinated Securities and of
the terms upon which the Subordinated Securities are, and are to be,
authenticated and delivered. This Subordinated Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
$_______].

         [If the Subordinated Security is to be subordinated, insert--The
indebtedness evidenced by this Subordinated Security is, to the extent and in
the manner set forth in the Indenture, expressly subordinated and subject in
right of payment to the prior payment in full of all Senior Indebtedness (as
defined in the Indenture) of the Company. This Subordinated Security is issued
subject to such provisions of the Indenture, and each Holder of this
Subordinated Security, by accepting the same, agrees to and shall be bound by
such provisions and authorizes and directs the Trustee on the Holder's behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
such subordination as provided in the Indenture and appoints the Trustee such
Holder's attorney-in-fact for any and all such purposes.]

         [If the Subordinated Security is to be subject to redemption only at
the option of the Company or any sinking fund redemption will be at the same
prices, insert--The Subordinated Securities of this series are subject to
redemption upon not less than 30 days' notice provided in the manner set forth
in the Indenture, [(1) on _________ in any year commencing with the year
__________ and ending with the year __________ through operation of the sinking
fund for this series at the Redemption Price equal to 100% of the principal
amount, and (2)] at any time [on or after ____________, ________], as a whole or
in part, at the election of the principal the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [on or before
___________, ___%, and if redeemed] during the 12-month period beginning
_________ of the years indicated,


Year           Redemption Price                Year             Redemption Price
----           ----------------                ----             ----------------

and thereafter at a Redemption Price equal to ___% of the principal amount
together in the case of any such redemption [(whether through operation of the
sinking fund or otherwise)] with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or


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prior to such Redemption Date will be payable to the Holders of such
Subordinated Securities of record at the close of business on the relevant
record dates referred to on the face hereof, all as provided in the Indenture.]

         [If the Subordinated Security is to be subject to redemption at the
option of the Company and pursuant to a sinking fund at different prices,
insert--The Subordinated Securities of this series are subject to redemption
upon not less than 30 days' notice by mail, (1) on _______ in any year
commencing with the year _______ and ending with the year _______ through
operation of the sinking fund for this series at the Redemption Prices of
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after _______], as a whole or in part, at the election of the Company, at the
Redemption Prices for redemption otherwise than through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below: If redeemed during the 12-month period beginning in the years indicated,

            Redemption Price for                Redemption Price for Redemption
            Redemption Through Operation        Otherwise Than Through Operation
Year        of the Sinking Fund                 of the Sinking Fund
----        ----------------------------        --------------------------------



and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Subordinated Securities of record at
the close of business on the relevant record dates referred to on the face
hereof, all as provided in the Indenture.]

         [If there is to be a sinking fund, insert--The sinking fund for this
series provides for the redemption on _______ each year beginning with the year
_______ and ending with the year _______ of [not less than] $_______ ("mandatory
sinking fund") and not more than $_______] aggregate principal amount of
Subordinated Securities of this series. Subordinated Securities of this series
acquired or redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made.]

         [If the Subordinated Security is to be redeemable in part, insert--In
the event of redemption of this Subordinated Security in part only, a new
Subordinated Security or Subordinated Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

         [If the Subordinated Security is to be subject to repayment at the
option of the Holder, insert--To be repaid at the option of the Holder, the
Company must receive this Subordinated Security, with the form of "Option to
Elect Repayment" hereon duly completed, at an office or


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agency of the Company maintained for that purpose in _______ (or at such other
place of which the Company shall from time to time notify the Holder of this
Subordinated Security) not less than nor more than _______ days prior to the
Repayment Date. The exercise of the repayment option by the Holder shall be
irrevocable.

         [If the Subordinated Security is not to be subject to redemption at the
option of the Company, insert--The Subordinated Securities are not redeemable at
the option of the Company prior to Maturity.]

         [If the Subordinated Security is not to be an Original Issue Discount
Security, insert--If an Event of Default with respect to Subordinated Securities
of this series shall occur and be continuing, the principal of the Subordinated
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.]

         [If the Subordinated Security is to be an Original Issue Discount
Security, insert--If an Event of Default with respect to Subordinated Securities
of this series shall occur and be continuing, an amount of principal of the
Subordinated Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal
to [insert formula for determining the amount]. Upon payment (i) of the amount
of principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the
Subordinated Securities of this series shall terminate.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Subordinated Securities of each
series under the Indenture to be affected at any time by the Company with the
consent of the Holders of not less than 66-2/3% in principal amount of the
Subordinated Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Subordinated Securities of each series at
the time Outstanding, on behalf of the Holders of all Subordinated Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Subordinated Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Subordinated Security and of any Subordinated Security issued upon the
registration of transfer hereof or in exchange herefor or I lieu hereof, whether
or not notation of such consent of waiver is made upon this Subordinated
Security.

         As provided in and subject to the provisions of the indenture, the
Holder of this Subordinated Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Subordinated Subordinated Securities of this series , the
Holders of not less than 25% in principal amount of the Subordinated Securities
of this series at the time Outstanding shall have made written request to the
trustee to institute proceedings in respect of such Event of Default as Trustee
and offered the Trustee reasonable indemnity satisfactory to it, and the Trustee
shall not have received from the Holders of a majority in principal amount of


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Subordinated Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Subordinated Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         No reference herein to the Indenture and no provision of this
Subordinated Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of
(and premium, if any, on) and interest on this Subordinated Security at the
times, place and rate, and in the coin or currency, herein prescribed.

         [If the Subordinated Security is to be registered form, insert--As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Subordinated Security is registrable in the Register, upon
surrender of this Subordinated Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any, on) and interest on this Subordinated Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and, thereupon one or more
new Subordinated Securities of this series, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.]

         [The Subordinated Securities of this series are issuable only in
registered form [without coupons] in denominations of $_______ [and any integral
multiple] [or increments of $________ in excess] thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Subordinated
Securities of this series are exchangeable for a like aggregate principal amount
of Subordinated Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.]

         [No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.]

         [Prior to due presentment of this Subordinated Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Subordinated Security is
registered as the owner hereof for all purposes, whether or not this
Subordinated Security be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.]

         [If the Subordinated Security is a Global Subordinated Security,
insert--"Global Subordinated Security" and "Global Subordinated Securities"
means a Subordinated Security or Subordinated Securities evidencing all or a
part of a series of Subordinated Securities, issued to the Depositary (as
hereinafter defined) for such Series or its nominee, and registered in the name
of such Depositary or its nominee. "Depositary" means, with respect to the
Subordinated Securities of any series issuable or issued in whole or in part in
the form of one or more Global Subordinated Securities, the person designated as
the Depositary by the Company.


                                       4
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         No holder of any beneficial interest in this Subordinated Security held
on its behalf by a Depositary or a nominee of such Depositary shall have any
rights under the Indenture with respect to such Global Subordinated Security,
and such Depositary or nominee may be treated by the Company, the Trustee, and
any agent of the Company or the Trustee as the owner of such Global Subordinated
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary as Holder of any Subordinated Security.

         This Subordinated Security is exchangeable, in whole but not in part,
for Subordinated Securities registered in the names of Persons other than the
Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for this Note
or if at any time such Depositary ceases to be a clearing agency registered
under the Subordinated Securities Exchange Act of 1934, as amended, and, in
either case, a successor depositary is not appointed by the Company within 90
days, (ii) the Company in its discretion at any time determines not to have all
of the Subordinated Securities of this series represented by one or more Global
Subordinated Security or Subordinated Securities and notifies the Trustee
thereof, or (iii) an Event of Default has occurred and is continuing with
respect to the Subordinated Securities of this series. If this Subordinated
Security is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Subordinated Securities issuable in authorized denominations
and registered in such names as the Depositary holding this Subordinated
Security shall direct. Subject to the foregoing, this Subordinated Security is
not exchangeable, except for a Subordinated Security or Subordinated Securities
of the same aggregate denominations to be registered in the name of such
Depositary or its nominee or in the name of a successor to the Depositary or a
nominee of such successor depositary.]

         [The Indenture entitles Holders to receive annual reports with respect
to the Trustee's eligibility and qualifications to serve as Trustee by filing
their names and addresses with the Trustee for that purpose within two years
preceding and mailing of any such annual report.]

         No recourse shall be had for the payment of the principal of (and
premium, if any, on) or interest on this Subordinated Security, or for any claim
based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture of any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.

         All terms used in this Subordinated Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         This Subordinated Security, including without limitation the obligation
of the Company contained herein to pay the principal of (and premium, if any,
on) and interest on this Subordinated Security in accordance with the terms
hereof and of the Indenture, shall be construed in accordance with and governed
by the laws of the State of New York.


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<PAGE>


               [Trustee's Certificate of Authentication.]

         This is one of the Subordinated Securities of the series designated
herein referred to in the within-mentioned Indenture.

As [Authenticating Agent for] the Trustee

By _______________________________
         Authorized Officer


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