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                                                                    EXHIBIT 4.10



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                                LEXAR MEDIA, INC.

                   STANDARD STOCK WARRANT AGREEMENT PROVISIONS



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                               TABLE OF CONTENTS


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<S>        <C>                                                                                          <C>
ARTICLE 1  ISSUANCE, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES.....................................  2

  1.1      Issuance Of Warrant Certificates.............................................................  2

  1.2      Execution And Delivery Of Warrant Certificates...............................................  2

  1.3      Registration And Countersignature............................................................  3

ARTICLE 2  WARRANT PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES.................................  4

  2.1      Warrant Price................................................................................  4

  2.2      Duration of Warrant Certificates.............................................................  4

  2.3      Exercise of Warrant Certificates.............................................................  4

ARTICLE 3  OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES.......................  5

  3.1      No Rights as Securityholders Conferred by Warrant Certificates...............................  5

  3.2      Lost, Stolen, Mutilated or Destroyed Warrant Certificates....................................  5

  3.3      Holder of Warrant Certificate May Enforce Rights.............................................  6

  3.4      Call of Warrants by the Company..............................................................  6

  3.5      Optional Reduction of Warrant Price..........................................................  6

  3.6.     Reservation of Shares........................................................................  6

  3.7.     Obtaining of Governmental Approvals and Stock Exchange Listings..............................  7

  3.8.     Adjustment of Exercise Price and Number of Shares Purchasable or Number of Warrants..........  7

  3.9.     Fractional Warrants and Fractional Shares.................................................... 10

  3.10.    Notices to Warrantholders.................................................................... 10

ARTICLE 4  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES................................................ 12

  4.1      Exchange and Transfer........................................................................ 12

  4.2      Treatment of Holders of Warrant Certificates................................................. 12

  4.3      Cancellation of Warrant Certificates......................................................... 12

ARTICLE 5  CONCERNING THE WARRANT AGENT................................................................. 13

  5.1      Warrant Agent................................................................................ 13

  5.2      Conditions of Warrant Agent's obligations.................................................... 13

  5.3      Resignation and Appointment of Successor Warrant Agent....................................... 15
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                                       -i-
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                               TABLE OF CONTENTS
                                  (CONTINUED)

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<S>        <C>                                                                                          <C>
ARTICLE 6  MISCELLANEOUS................................................................................ 16

  6.1      Supplements and Amendments................................................................... 16

  6.2      Notices and Demands to the Company and Warrant Agent......................................... 16

  6.3      Addresses.................................................................................... 16

  6.4      Delivery of Prospectus....................................................................... 16

  6.5      Obtaining of Governmental Approvals.......................................................... 16

  6.6      Persons Having Rights under Warrant Agreement................................................ 17

  6.7      Headings..................................................................................... 17

  6.8      Counterparts................................................................................. 17

  6.9      Inspection of Agreement...................................................................... 17

  6.10     Governing Law................................................................................ 17

  6.11     Successors................................................................................... 17

  6.12     Termination.................................................................................. 17
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         From time to time, Lexar Media, Inc., a Delaware corporation (the
"Company"), may enter into one or more warrant agreements that provide for the
issuance and sale of warrants ("Warrants") to purchase shares of the Company's
[Common Stock, $0.0001 par value][Preferred Stock, $0.0001 par value]
(collectively "Shares"). The standard provisions set forth herein may be
included or incorporated by reference in any such warrant agreement (a "Warrant
Agreement"). The Warrant Agreement, including the provisions incorporated
therein by reference, is herein referred to as this "Agreement." The person
named as the "Warrant Agent" in the first paragraph of the Warrant Agreement is
herein referred to as the "Warrant Agent." Unless otherwise defined in this
Agreement or in the Warrant Agreement, as the case may be, terms defined in the
Warrant Agreement are used herein as therein defined and terms defined herein
are used in the Warrant Agreement as herein defined.

                                    ARTICLE 1
            ISSUANCE, EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

         1.1 Issuance of Warrant Certificates. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase
such number of Shares as are set forth in the Warrant Agreement. The number of
Warrants which may be issued and delivered under this Agreement is unlimited.

         There shall be established in or pursuant to a resolution of the Board
of Directors of the Company or any duly authorized committee thereof or
established in one or more warrant agreements supplemental hereto, prior to the
issuance of any Warrants: the designation of such Warrants; if the Warrants are
issued together as a unit with any other securities of the Company, the date
after which the Warrants shall be freely tradable separately from such other
securities (the "Distribution Date"); if the Company may at its option or under
circumstances described therein provide for an earlier Distribution Date; the
expiration date, pursuant to Section 2.2; the exercise price and any form of
consideration other than lawful money of the United States of America by which
the exercise price may be paid pursuant to Section 2.1; the Call Price, Call
Date and Call Terms pursuant to Section 3.4; the limitations, if any, upon the
Reduced Warrant Price and the Reduced Warrant Price Period, pursuant to Section
3.5; the circumstances, if any, under which the Exercise Price and the number of
Shares purchasable upon the exercise of each Warrant and the number of Warrants
outstanding are subject to adjustment and the manner of making any such
adjustment.

         1.2 Execution and Delivery of Warrant Certificates. Each Warrant
Certificate, whenever issued, shall be in registered form substantially in such
form or forms as shall be established by the Company from time to time pursuant
to one or more resolutions of the Board of Directors of the Company or in one or
more warrant agreements supplemental hereto, and in each case shall be dated as
of the date of issuance thereof, and may have such letters, numbers or other
marks of identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
Warrant Certificate may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Agreement, or as may be required to comply with (i) any law or with any rule or
regulation made pursuant thereto or (ii) any rule or regulation of any stock
exchange on which the Warrant Certificates may be listed, or to conform to
usage. The


<PAGE>


         Warrant Certificates shall be signed on behalf of the Company by its
Chairman of the Board of Directors, a Vice Chairman of the Board of Directors,
its President, a Vice President or its Treasurer and attested by its Secretary
or Assistant Secretary, under its corporate seal. Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may be
in the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.

         No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
delivered hereunder.

         If any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered to the Warrant Agent, such Warrant Certificates nevertheless may
be countersigned and delivered as though the person who signed such Warrant
Certificates had not ceased to be such officer of the Company. Any Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Warrant Certificate, shall be the proper
officers of the Company, although at the date of the execution of this Agreement
any such person was not an officer.

         1.3 Registration and Countersignature. The Warrant Agent shall, upon
receipt of Warrant Certificates, duly executed on behalf of the Company,
countersign the Warrant Certificates evidencing Warrants to purchase the number
of Shares set forth in the Warrant Agreement and shall deliver such Warrant
Certificates to the appropriate person or entity upon the order of the Company.
After the original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for, or in connection with the registration of transfer
of, one or more previously countersigned Warrant Certificates, as hereinafter
provided. The Warrant Certificates shall not be valid for any purpose unless so
countersigned.

         The Warrant Agent's countersignature on all Warrants shall be in
substantially the following form:

                            [NAME OF WARRANT AGENT],
                                as Warrant Agent

                           By _______________________
                               Authorized Signatory


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                                    ARTICLE 2
          WARRANT PRICE, DURATION AND EXERCISE OF WARRANT CERTIFICATES

         2.1 Warrant Price. The exercise price of each Warrant and any other
form of consideration other than lawful money of the United States of America by
which the exercise price may be paid shall be as set forth in the Warrant
Agreement. The purchase price (including moneys and such other consideration) of
the Shares upon exercise of the Warrants is referred to in this Agreement as the
"Warrant Price" and is payable in full at the time of exercise.

         2.2 Duration of Warrant Certificates. Warrant Certificates may be
exercised in whole at any time, and in part from time to time, during the period
set forth in the Warrant Agreement (the "Expiration Date"). Each Warrant
Certificate not exercised on or before the close of business on the Expiration
Date shall become void, and all rights of the holder thereunder and under this
Agreement shall cease.

         2.3      Exercise of Warrant Certificates.

            (a) Prior to the Expiration Date, a Warrant Certificate, if
countersigned by the Warrant Agent, may be exercised in whole or in part by
providing certain information set forth on the reverse side of the Warrant
Certificate and, unless otherwise provided pursuant to Section 2.1, by paying in
full (in cash or by certified or official bank check in New York Clearing House
funds or by bank wire transfer in immediately available funds), in United States
dollars, the Warrant Price for the Shares as to which the Warrant Certificate is
exercised, to the Warrant Agent at its corporate trust office at the address set
forth in the Warrant Agreement. The payment must specify the name of the holder
and the number of Warrants exercised by such holder. Warrants will be deemed to
have been exercised upon receipt by the Warrant Agent of the Warrant Price and
the Warrant Certificate properly completed and duly executed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed (under the
Medallion Program) by a bank or trust company, by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. ("NASD") or by a
member of a national securities exchange. If the Warrant Agent receives moneys
in payment of the Warrant Price, the Warrant Agent shall deposit all funds
received by it in the account of the Company maintained with it for such
purpose. If the Warrant Agent receives consideration other than moneys for
Warrants, the Warrant Agent shall deliver such consideration directly to the
Company. In either case, the Warrant Agent shall advise the Company by telex or
telecopy at the end of each day as to the Warrant Certificates that have been
exercised and the amount of moneys deposited to its account or the type and
amount of other consideration to be delivered to it.

            (b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company of (i) the number of Warrants exercised, (ii)
the instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Shares to which such holder is entitled
upon such exercise, (iii) delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise and (iv) such
other information as the Company shall reasonably require.


<PAGE>


            (c) As soon as practicable after receipt of payment of the Warrant
Price and the Warrant Certificate properly completed and duly executed at the
corporate trust office of the Warrant Agent, the Company shall issue or deliver,
upon the order of the holder of such Warrant Certificate, the Shares in
authorized denominations to which such holder is entitled, in fully registered
form in such name or names as may be directed by such holder, and if such
Warrant Certificate was not exercised in full, upon request of the holder a new
Warrant Certificate evidencing the number of Warrants remaining unexercised
shall be issued if sufficient time remains prior to the Expiration Date.

            (d) The Company will pay all documentary stamp taxes attributable to
the initial issuance of Warrants and of Shares upon the exercise of Warrants;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue of
any Warrant Certificates or any certificates for Shares in a name other than the
registered holder of a Warrant Certificate surrendered upon the exercise of a
Warrant, and the Company shall not be required to issue or deliver such
certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have
established to the satisfaction of the Company that such tax has been paid.

                                    ARTICLE 3
     OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

         3.1 No Rights as Securityholders Conferred by Warrant Certificates. No
Warrant Certificate shall entitle the holder thereof to any of the rights of a
stockholder of the Company, including the right to receive the payment of
dividends on or vote the Shares.

         3.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon
receipt by the Company and the Warrant Agent of evidence reasonably satisfactory
to them of the ownership and the loss, theft, destruction or mutilation of the
Warrant Certificate, and of indemnity reasonably satisfactory to them, and, in
the case of mutilation, upon surrender thereof to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant Agent
that such Warrant Certificate has been acquired by a bona fide purchaser, the
Company shall execute, and an authorized officer of the Warrant Agent shall
manually countersign and deliver, in exchange for or in lieu of the lost,
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and for a like number of Warrants. Upon the issuance of any new
Warrant Certificate under this Section, the Company may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expense (including the fees and expenses of
the Warrant Agent) in connection therewith. Every substitute Warrant Certificate
executed and delivered pursuant to this Section in lieu of any lost, stolen or
destroyed Warrant Certificate shall constitute an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefits of this Agreement equally and proportionately with any and all
other Warrant Certificates duly executed and delivered hereunder. The provisions
of this Section are exclusive and shall preclude (to the extent lawful) any and
all other rights or remedies with respect to the replacement of mutilated, lost,
stolen or destroyed Warrant Certificates.


<PAGE>


         3.3 Holder of Warrant Certificate May Enforce Rights. Notwithstanding
any of the provisions of this Agreement, any holder of any Warrant Certificate,
without the consent of the Warrant Agent, the holder of any Shares or the holder
of any other Warrant Certificate, may, in his or her own behalf and for his or
her own benefit, enforce, and may institute and maintain any audit, action or
proceeding against the Company to enforce or otherwise in respect of, his right
to exercise his or her Warrant Certificate in the manner provided in his or her
Warrant Certificate and in his or her Agreement.

         3.4 Call of Warrants by the Company. If so provided in the Warrant
Agreement, the Company shall have the right to call and repurchase any or all
Warrants at the price (the "Call Price") and on or after the date (the "Call
Date") and upon the terms (the "Call Terms") as shall be established from time
to time in or pursuant to resolutions of the Board of Directors of the Company
or in the Warrant Agreement before the issuance of such Warrants. Notice of such
Call Price, Call Date and Call Terms shall be given to registered holders of
Warrants in writing by the Company or the Warrant Agent.

         3.5 Optional Reduction of Warrant Price. Subject to the limits, if any,
established from time to time by the Board of Directors of the Company or in the
Warrant Agreement, the Company shall have the right, at any time or from time to
time, voluntarily to reduce the then current Warrant Price to such amount (the
"Reduced Warrant Price") and for such period or periods of time, which may be
through the close of business on the Expiration Date (the "Reduced Warrant Price
Period"), as may be deemed appropriate by the Board of Directors of the Company.
Notice of any such Reduced Warrant Price and Reduced Warrant Price Period shall
be given to registered holders of Warrants in writing by the Company or the
Warrant Agent. After the termination of the Reduced Warrant Price Period, the
Warrant Price shall be such Warrant Price that would have been in effect had
there been no reduction in the Warrant Price pursuant to the provisions of this
Section 3.5.

         3.6. Reservation of Shares. For the purpose of enabling it to satisfy
any obligation to issue Shares upon exercise of Warrants, the Company will at
all times through the close of business on the Expiration Date, reserve and keep
available, free from preemptive rights and out of its aggregate authorized but
unissued or treasury shares of [Common/Preferred Stock], the number of Shares
deliverable upon the exercise of all outstanding Warrants, and the transfer
agent for the shares is hereby irrevocably authorized and directed at all times
to reserve such number of authorized and unissued or treasury shares of
[Common/Preferred Stock] as shall be required for such purpose. The Company will
keep a copy of this Agreement on file with such transfer agent and with every
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of Warrants. The Warrant Agent is hereby irrevocably authorized to
requisition from time to time from such transfer agent stock certificates
issuable upon exercise of outstanding Warrants, and the Company will supply such
transfer agent with duly executed stock certificates for such purpose.

         Before taking any action that would cause an adjustment pursuant to
Section 3.7 reducing the Exercise Price below the then par value (if any) of the
Shares issuable upon exercise of the Warrants, the Company will take any
corporate action that may, in the opinion of its counsel, be necessary in order
that the Company may validly and legally issue fully paid and nonassessable
Shares at the Exercise Price as so adjusted.


<PAGE>


         The Company covenants that all Shares issued upon exercise of the
Warrants will, upon issuance in accordance with the terms of this Agreement, be
fully paid and nonassessable and free from all taxes, liens, charges and
security interests created by or imposed upon the Company with respect to the
issuance and holding thereof.

         3.7. Obtaining of Governmental Approvals and Stock Exchange Listings.
So long as any Warrants remain outstanding, the Company will take all necessary
steps (a) to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and to make filings under
federal and state securities acts and laws, which may be or become requisite in
connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants and the issuance, sale, transfer and
delivery of the Shares issued upon exercise of Warrants, and (b) to have the
shares of Stock, immediately upon their issuance upon exercise of Warrants, (i)
listed on each national securities exchange on which the [Common/Preferred
Stock] is then listed or (ii) if the [Common/Preferred Stock] is not then listed
on any national securities exchange, listed for quotation on the NASD Automated
Quotations System ("Nasdaq") National Market ("Nasdaq National Market") or such
other over-the-counter quotation system on which the Stock may then be listed.

         3.8. Adjustment of Exercise Price and Number of Shares Purchasable or
Number of Warrants. The Exercise Price, the number of Shares purchasable upon
the exercise of each Warrant and the number of Warrants outstanding are subject
to adjustment from time to time upon the occurrence of the events enumerated in
this Section 3.8.

            (a) If the Company shall (i) pay a dividend on its capital stock
(including [Common/Preferred Stock]) in shares of Stock, (ii) subdivide its
outstanding shares of [Common/Preferred Stock], (iii) combine its outstanding
shares of [Common/Preferred Stock] into a smaller number of shares of
[Common/Preferred Stock] or (iv) issue any shares of its capital stock in a
reclassification of the [Common/Preferred Stock] (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), the number of Shares purchasable upon
exercise of each Warrant immediately prior thereto shall be adjusted so that the
holder of each Warrant shall be entitled to receive the kind and number of
Shares or other securities of the Company which such holder would have owned or
have been entitled to receive after the happening of any of the events described
above, had such Warrant been exercised immediately prior to the happening of
such event or any record date with respect thereto. An adjustment made pursuant
to this paragraph (a) shall become effective immediately after the effective
date of such event retroactive to the record date, if any, for such event.

            (b) In the event of any capital reorganization or any
reclassification of the [Common/Preferred Stock] (except as provided in
paragraph (a) above or paragraph (h) below), any holder of Warrants upon
exercise thereof shall be entitled to receive, in lieu of the [Common/Preferred
Stock] to which he would have become entitled upon exercise immediately prior to
such reorganization or reclassification, the shares (of any class or classes) or
other securities or property of the Company that he or she would have been
entitled to receive at the same aggregate Exercise Price upon such
reorganization or reclassification if his or her Warrants had been exercised
immediately prior thereto; and in any such case, appropriate provision (as
determined in good faith by the Board of Directors of the Company, whose
determination shall


<PAGE>


be conclusive and shall be evidenced by a resolution filed with the Warrant
Agent) shall be made for the application of this Section 3.8 with respect to the
rights and interests thereafter of the holders of Warrants (including the
allocation of the adjusted Warrant Price between or among shares of classes of
capital stock), to the end that this Section 3.8 (including the adjustments of
the number of shares of [Common/Preferred Stock] or other securities purchasable
and the Warrant Price thereof) shall thereafter be reflected, as nearly as
reasonably practicable, in all subsequent exercises of the Warrants for any
shares or securities or other property thereafter deliverable upon the exercise
of the Warrants.

            (c) Except for adjustments required by paragraph (h) hereof, no
adjustment in the number of Shares purchasable hereunder shall be required
unless such adjustment would require an increase or decrease of at least one
percent (1%) in the number of Shares purchasable upon the exercise of each
Warrant; provided, however, that any adjustments which by reason of this
paragraph (c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations shall be made to the
nearest cent and to the nearest one-hundredth of a Share, as the case may be.

            (d) Whenever the number of Shares purchasable upon the exercise of
each Warrant is adjusted as herein provided (whether or not the Company then or
thereafter elects to issue additional Warrants in substitution for an adjustment
in the number of Shares as provided in paragraph (f)), the Exercise Price
payable upon exercise of each Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Shares purchasable upon the exercise of each
Warrant immediately prior to such adjustment, and of which the denominator shall
be the number of Shares so purchasable immediately thereafter.

            (e) For the purpose of this Section 3.8, the term "shares of Stock"
shall mean (i) the class of stock designated as the [Common/Preferred Stock] of
the Company at the date of this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassification of such shares consisting
solely of changes in par value, of from par value to no par value, or from no
par value to par value. If at any time, as a result of an adjustment made
pursuant to paragraph (a) or (b) above, the holders of Warrants shall become
entitled to purchase any shares of the Company other than shares of Stock,
thereafter the number of such other shares so purchasable upon exercise of each
Warrant and the Exercise Price of such shares shall be subject to adjustment
from time to time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to the Shares contained in paragraphs (a) through
(d), inclusive, above, and the provisions of Sections 2.1, 2.2, 2.3, 3.6, 3.7(a)
and 3.10, with respect to the Shares, shall apply on like terms to any such
other shares.

            (f) The Company may elect, on or after the date of any adjustment
required by paragraphs (a) through (b) of this Section 3.8, to adjust the number
of Warrants in substitution for an adjustment in the number of Shares
purchasable upon the exercise of a Warrant. Each of the Warrants outstanding
after such adjustment of the number of Warrants shall be exercisable for the
same number of Shares as immediately prior to such adjustment. Each Warrant held
of record prior to such adjustment of the number of Warrants shall become that
number of Warrants (calculated to the nearest hundredth) obtained by dividing
the Warrant Price in effect prior to adjustment of the Warrant Price by the
Warrant Price in effect after adjustment of the Warrant


<PAGE>


Price. The Company shall notify the holders of Warrants in the same manner as
provided in the first paragraph of Section 3.10, of its election to adjust the
number of Warrants, indicating the record date for the adjustment, and, if known
at the time, the amount of the adjustment to be made. This record date may be
the date on which the Exercise Price is adjusted or any day thereafter. Upon
each adjustment of the number of Warrants pursuant to this paragraph (f) the
Company shall, as promptly as practicable, cause to be distributed to holders of
record of Warrants on such record date Warrant Certificates evidencing, subject
to Section 3.9, the additional Warrants to which such holders shall be entitled
as a result of such adjustment, or, at the option of the Company, shall cause to
be distributed to such holders of record in substitution and replacement for the
Warrant Certificates held by such holders prior to the date of adjustment, and
upon surrender thereof, if required by the Company, new Warrant Certificates
evidencing all the Warrants to be issued, executed and registered in the manner
specified in Section 1.3 and Article 4 (and which may bear, at the option of the
Company, the adjusted Exercise Price) and shall be registered in the names of
the holders of record of Warrant Certificates on the record date specified in
the notice.

            (g) Except as provided in paragraph (a) of this Section 3.8, no
adjustment in respect of any dividends shall be made during the term of a
Warrant or upon the exercise of a Warrant.

            (h) In case of any consolidation of the Company with or merger of
the Company into another corporation or in case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Warrant Agent an
agreement that each holder of a Warrant shall have the right thereafter upon
payment of the Warrant Price in effect immediately prior to such action to
purchase upon exercise of each Warrant the kind and amount of shares and other
securities and property which he or she would have owned or have been entitled
to receive after the happening of such consolidation, merger, sale or conveyance
had such Warrant been exercised immediately prior to such action. The Company
shall mail by first class mail, postage prepaid, to each holder of a Warrant,
notice of the execution of any such agreement. Such agreement shall provide for
adjustments, which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3.8. The provisions of this paragraph
(h) shall similarly apply to successive consolidations, mergers, sales or
conveyances. The Warrant Agent shall be under no duty or responsibility to
determine the correctness of any provisions contained in any provisions
contained in any such agreement relating either to the kind or amount of shares
of stock or other securities or property receivable upon exercise of Warrants or
with respect to the method employed and provided therein for any adjustments and
shall be entitled to rely upon the provisions contained in any such agreement.

            (i) Irrespective of any adjustments in the Exercise Price or the
number or kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.


<PAGE>


         3.9. Fractional Warrants and Fractional Shares.

            (a) The Company shall not be required to issue fractions of Warrants
on any distribution of Warrants to holders of Warrant Certificates or to
distribute Warrant Certificates that evidence fractional Warrants. In lieu of
such fractional Warrants there shall be paid to the registered holders of the
Warrant Certificates with regard to which such fractional Warrants would
otherwise be issuable, an amount in cash equal to the same fraction of the
current market value of a full Warrant. For purposes of this Section, the
current market value of a Warrant shall be the closing price of one Warrant (as
determined pursuant to paragraph (c) below) for the trading day immediately
prior to the date on which such fractional Warrant would have been otherwise
issuable.

            (b) Notwithstanding any adjustment pursuant to section 3.9 in the
number of Shares purchasable upon the exercise of a Warrant, the Company shall
not be required to issue fractions of Shares upon exercise of the Warrants or to
distribute certificates which evidence fractional Shares. In lieu of fractional
Shares, there shall be paid to the registered holders of Warrant Certificates at
the time such Warrant Certificates are exercised as herein provided an amount in
cash equal to the same fraction of the current market value of a share of
[Common/Preferred Stock]. For purposes of this Section 3.9, the current market
value of a share of [Common/Preferred Stock] shall be the closing price of a
share of [Common/Preferred Stock] (as determined pursuant to paragraph (c)
below) for the trading day immediately prior to the date of such exercise.

            (c) The closing price for each day shall be the last sale price,
regular way, or, if no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, for such day, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Warrants or Stock, as the case may be, is not listed or admitted to
trading on such exchange, as reported on the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the Warrants or [Common/Preferred Stock],
respectively, is listed or admitted to trading, or if the Warrants or
[Common/Preferred Stock], as the case may be, is not listed or admitted to
trading on any national securities exchange, as reported on Nasdaq National
Market or, if the Warrants or Stock, as the case may be, is not listed or
admitted to trading on Nasdaq National Market, as reported on Nasdaq.

         3.10. Notices to Warrantholders. Upon any adjustment of the number of
Shares purchasable upon exercise of each Warrant, the Warrant Price or the
number of Warrants outstanding, the Company within 20 calendar days thereafter
shall (i) cause to be filed with the Warrant Agent a certificate of a firm of
independent public accountants of recognized standing selected by the Company
(who may be the regular auditors of the Company) setting forth the Warrant Price
and either the number of Shares purchasable upon exercise of each Warrant or the
additional number of Warrants to be issued for each previously outstanding
Warrant, as the case may be, after such adjustment and setting forth in
reasonable detail the method of calculation and the facts upon which such
adjustment was made, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of the Warrant Certificates at such holder's address
appearing on the Warrant


<PAGE>


Register written notice of such adjustments by first class mail, postage
prepaid. Where appropriate, such notice may be given in advance and included as
a part of the notice required to be mailed under the other provisions of this
Section 3.10.

         The Company shall cause written notice of such later Distribution Date,
such later Expiration Date, such Call Price, Call Date and Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to
be given as soon as practicable to the Warrant Agent and to each of the
registered holders of the Warrant Certificates by first class mail, postage
prepaid, at such holder's address appearing on the Warrant Register. In addition
to the written notice referred to in the preceding sentence, the Company shall
make a public announcement in a daily morning newspaper of general circulation
in New York City and in San Francisco of such earlier Distribution Date, such
later Expiration Date, such Call Price, Call Date and Call Terms and such
Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at
least once a week for two successive weeks prior to the implementation of such
terms.

         If:

         (a) the Company shall declare any dividend payable in any securities
upon its shares of [Common/Preferred Stock] or make any distribution (other than
a cash dividend) to the holders of its shares of [Common/Preferred Stock], or

         (b) the Company shall offer to the holders of its shares of
[Common/Preferred Stock] any additional shares of [Common/Preferred Stock] or
securities convertible into shares of [Common/Preferred Stock] or any right to
subscribe thereto, or

         (c) there shall be a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation, merger or sale of all or
substantially all of its property, assets and business as an entirety),

         (d) the Company shall cause written notice of such event to be filed
with the Warrant Agent and shall cause written notice of such event to be given
to each of the registered holders of the Warrant Certificates at such holder's
address appearing on the Warrant Register, by first class mail, postage prepaid,
and (ii) make a public announcement in a daily newspaper of general circulation
in New York City and in San Francisco of such event, such giving of notice and
publication to be completed at least 10 calendar days (or 20 calendar days in
any case specified in clause (c) above) prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution or subscription rights, or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up. Such notice shall specify such record
date or the date of closing the transfer books, as the case may be. The failure
to give the notice required by this Section 3.10 or any defect therein shall not
affect the legality or validity of any distribution, right, warrant,
dissolution, liquidation or winding up or the vote upon or any other action
taken in connection therewith.


<PAGE>


                                    ARTICLE 4
                  EXCHANGE AND TRANSFER OF WARRANT CERTIFICATES

         4.1 Exchange and Transfer. Upon surrender at the corporate trust office
of the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged
for Warrant Certificates in other denominations evidencing such Warrants and the
transfer of Warrants may be registered in whole or in part; provided that such
other Warrant Certificates shall evidence the same aggregate number of Warrants
as the Warrant Certificates surrendered for exchange or registration of
transfer. The Warrant Agent shall keep, at its corporate trust office, books in
which it shall register Warrant Certificates and exchanges and transfers of
outstanding Warrant Certificates, upon surrender of the Warrant Certificates to
the Warrant Agent at its corporate trust office for exchange or registration of
transfer, properly completed and duly endorsed and duly signed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed (under the
Medallion Program) by (a) a bank or trust company, (b) a broker or dealer that
is a member of the NASD or (c) a member of a national securities exchange and
accompanied by appropriate instruments of registration of transfer and written
instructions for transfer, all in form satisfactory to the Company and the
Warrant Agent. No service charge shall be made for any exchange or registration
of transfer of Warrant Certificates, but the Company may require payment of a
sum sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange or registration of transfer.
Whenever any Warrant Certificates are surrendered for exchange or registration
of transfer, an authorized officer of the Warrant Agent shall mutually
countersign and deliver to the person or persons entitled thereto a Warrant
Certificate or Warrant Certificate duly authorized and executed by the Company,
as so requested. The Warrant Agent shall not be required to effect any exchange
or registration of transfer that will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid obligations
of the Company, evidencing the same obligations and entitled to the same
benefits under this Agreement as the Warrant Certificates surrendered for such
exchange or registration of transfer.

         4.2 Treatment of Holders of Warrant Certificates. Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that, until the transfer of the Warrant Certificate is registered on
the books of the Warrant Agent, the Company and the Warrant Agent may treat the
registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.

         4.3 Cancellation of Warrant Certificates. Any Warrant Certificate
surrendered for exercise, registration of transfer or exchange shall, if
surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
canceled by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder in
lieu thereof. The Warrant Agent shall deliver to the Company from time to time,
or otherwise dispose of, canceled Warrant Certificates in a manner satisfactory
to the Company.


<PAGE>


                                    ARTICLE 5
                          CONCERNING THE WARRANT AGENT

         5.1 Warrant Agent. The Company hereby appoints the Warrant Agent as the
Warrant Agent of the Company in respect of the Warrant Certificates upon the
terms and subject to the conditions herein set forth, and the Warrant Agent
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and by
this Agreement, and such further powers and authority to act on behalf of the
Company as the Company may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such powers and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.

         5.2 Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following (to all of which the Company agrees and to all of which
the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject):

            (a) Performance by the Company. The Company agrees that it will take
any corporate action that may be reasonably necessary in order to fulfill its
obligations under this Agreement and the Warrant Certificates, and that it will
not take any action that would impair its ability to perform its obligations
under this Agreement and the Warrant Certificates.

            (b) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including reasonable counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as the Warrant Agent hereunder, as well as the costs
and expenses of defending against any claim of liability in the premises.

            (c) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as an agent of the Company, and the Warrant Agent does not assume any
obligation or relationship of agency or trust for or with any of the owners or
holders of the Warrant Certificates.

            (d) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion of such counsel.

            (e) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.


<PAGE>


            (f) Certain Transactions. The Warrant Agent and its officers,
directors and employees may buy, sell or deal in any of the Shares or other
securities of the Company and may become the owner of, or acquire any interest
in, any Warrant Certificates, with the same rights that it or they would have if
it were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent
for, any committee or body of holders of the Shares or other obligations of the
Company as freely as if it were not the Warrant Agent.

            (g) No Liability for Interest. Except as set forth in the Warrant
Agreement, the Warrant Agent shall not be under any liability for interest on
any moneys or other consideration at any time received by it pursuant to any of
the provisions of this Agreement or of the Warrant Certificates.

            (h) No Liability for Invalidity. The Warrant Agent shall not incur
any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.

            (i) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations contained herein
or in the Warrant Certificates (except the Warrant Agent shall be responsible
for any representations of the Warrant Agent herein and for its countersignature
on the Warrant Certificates), all of which are made solely by the Company.

            (j) No Implied Obligations. The Warrant Agent shall be obligated to
perform such duties as are herein and in the Warrant Certificates specifically
set forth, but no implied duties or obligations shall be read into this
Agreement or the Warrant Certificates against the Warrant Agent. The Warrant
Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it. The Warrant
Agent shall not be accountable or under any duty or responsibility for the use
by the Company of any of the Warrant Certificates authenticated by the Warrant
Agent and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including any duty
or responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or to make any demand upon the Company.

            (k) Instructions. The Warrant Agent is hereby authorized and
directed to accept instructions with respect to the performance of its duties
hereunder from the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer, the Secretary or any Assistant
Secretary of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and shall not be liable for any
action taken or suffered to be taken by it in good faith in accordance with
instructions of any such officer or in good faith reliance upon any statement
signed by any one of such officers of the Company with respect to any fact or
matter (unless other evidence in respect thereof is herein specifically
prescribed) which may be deemed to be conclusively proved and established by
such signed statement


<PAGE>


         5.3 Resignation and Appointment of Successor Warrant Agent.

            (a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that at all times there shall be a Warrant
Agent hereunder until all the Warrant Certificates are no longer exercisable.

            (b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall not be less than 60 days after the date on which such notice is given
unless the Company agrees to accept less notice. The Warrant Agent may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal an the date when it
shall become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company organized and doing business under
the laws of the United States of America or of any State, in good standing, and
authorized under such laws to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by
the Company of the compensation agreed to under Section 5.2(b) hereof for, and
to the reimbursement of all reasonable out-of-pocket expenses incurred in
connection with, the services rendered hereunder by the Warrant Agent.

            (c) If at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a petition seeking relief under the Federal Bankruptcy
Code, as now constituted or hereafter amended, or under any other applicable
federal or state bankruptcy law or similar law or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the Federal Bankruptcy Code, as now constituted or hereafter amended, or
under any other applicable federal or state bankruptcy or similar law or if any
public officer shall have taken charge or control of the Warrant Agent or of its
property or affairs, for the purpose of rehabilitation, conservation or
liquidation, a successor Warrant Agent, qualified in accordance with the terms
of this Agreement, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment of a
successor Warrant Agent and acceptance by the latter of such appointment, the
Warrant Agent so superseded shall cease to be the Warrant Agent hereunder.

            (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such


<PAGE>


successor Warrant Agent shall be entitled to receive, all moneys, securities and
other property on deposit with or held by such predecessor, as Warrant Agent
hereunder.

            (e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be
qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

                                    ARTICLE 6
                                  MISCELLANEOUS

         6.1 Supplements and Amendments. This Agreement may be amended or
supplemented from time to time by the parties hereto, without the consent of the
holder of any Warrant Certificate, for the purpose of curing any ambiguity, or
of curing, correcting or supplementing any defective provision contained herein,
or in regard to matters or questions arising under this Agreement as the Company
and the Warrant Agent may deem necessary or desirable, provided such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.

         6.2 Notices and Demands to the Company and Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

         6.3 Addresses. Any communication to the Warrant Agent with respect to
this Agreement shall be addressed to the address set forth in the Warrant
Agreement, and any such communication to the Company shall be addressed to the
Company at the following address:

             Lexar Media, Inc.
             47421 Bayside Parkway
             Fremont, CA 94538
             Attention:  General Counsel
             Fax Number:  (510) 413-1296

or such other address as shall be specified in writing by the Warrant Agent or
by the Company.

         6.4 Delivery of Prospectus. If the Company is required under applicable
federal or state securities laws to deliver a prospectus upon exercise of
Warrants, the Company will furnish to the Warrant Agent sufficient copies of a
prospectus, and the Warrant Agent agrees that upon the exercise of any Warrant
Certificate by the holder thereof, the Warrant Agent will deliver to such
holder, prior to or concurrently with the delivery of the Shares issued upon
such exercise, a copy of the prospectus.

         6.5 Obtaining of Governmental Approvals. The Company will from time to
time take all action that may be necessary to obtain and keep effective any and
all permits, consents and


<PAGE>


approvals of governmental agencies and authorities and securities acts filings
under federal and state laws, which may be or become requisite in connection
with the issuance, sale, transfer and delivery of the Warrant Certificates, the
exercise of the Warrants, and the issuance, sale, transfer and delivery of the
Shares issued upon exercise of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.

         6.6 Persons Having Rights under Warrant Agreement. Nothing in this
Agreement is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the Company, the Warrant Agent and the holders
of the Warrant Certificates any right, remedy or claim under or by reason of
this Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and their successors and of the holders of the
Warrant Certificates.

         6.7 Headings. The descriptive headings of the several Articles and
Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.

         6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

         6.9 Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.

         6.10 Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
California and for all purposes shall be construed in accordance with the laws
of such State.

         6.11 Successors. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

         6.12 Termination. This Agreement shall terminate at the close of
business on the Expiration Date. Notwithstanding the foregoing, this Agreement
will terminate on any earlier date when the Warrants have been exercised.